Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 12, 2015 (March 9, 2015)

SPECTRA ENERGY PARTNERS, LP

(Exact name of registrant as specified in its charter)

Delaware

001-33556

41-2232463

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

5400 Westheimer Court

Houston, Texas 77056

(Address of principal executive offices)

(713) 627-5400

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.

Other Events.

On March 9, 2015, Spectra Energy Partners, LP (the “Partnership”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and SunTrust Robinson Humphrey, Inc., as managers of the several underwriters named therein, relating to the public offering of $500 million aggregate principal amount of the Partnership’s 3.50% senior notes due 2025 (the “2025 Notes”) at a price to the public of 99.582% of the face amount of the 2025 Notes and $500 million aggregate principal amount of the Partnership’s 4.50% senior notes due 2045 (the “2045 Notes” and together with the 2025 Notes, the “Notes”) at a price to the public of 99.234% of the face amount of the 2045 Notes.

The offering of the Notes closed on March 12, 2015. Net proceeds from the offering will be used to repay all or a portion of the Partnership’s outstanding commercial paper, to fund capital expenditures and for general partnership purposes.

The offering was made pursuant to the Partnership’s shelf registration statement on Form S-3 (File No. 333-197967), which became effective on August 8, 2014.

The Underwriting Agreement contains customary representations, warranties and agreements of the Partnership and certain affiliates, and customary conditions to closing, indemnification rights and termination provisions. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference herein.

Relationships

Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory, commercial banking and investment banking services for the Partnership and its affiliates, for which they received or will receive customary fees and expense reimbursement.

Fourth Supplemental Indenture for 3.50% Senior Notes due 2025 and 4.50% Senior Notes due 2045

The terms of the Notes are governed by the Indenture, dated as of June 9, 2011 (the “Base Indenture”), by and between the Partnership and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the Third Supplemental Indenture, dated as of June 30, 2014 (the “Third Supplemental Indenture”), between the Partnership and the Trustee, and the Fourth Supplemental Indenture, dated as of March 12, 2015 (the “Fourth Supplemental Indenture”), between the Partnership and the Trustee, setting forth the specific terms applicable to the Notes. The Base Indenture, as amended and supplemented by the Third Supplemental Indenture and the Fourth Supplemental Indenture, is referred to herein as the “Indenture.” The 2025 Notes will accrue interest at 3.50% per annum from March 12, 2015 until maturity, on March 15, 2025. The 2045 Notes will accrue interest at 4.50% per annum from March 12, 2015 until maturity, on March 15, 2045. Interest on the 2025 Notes and 2045 Notes will be payable semi-annually in arrears on March 15 and September 15 of each year, commencing on September 15, 2015.

At the Partnership’s option, any or all of the Notes may be redeemed, in whole or in part, at any time prior to maturity. If the Partnership elects to redeem (i) the 2025 Notes before the date that is three months prior to the maturity date or (ii) the 2045 Notes before the date that is six months prior to the maturity date, the Partnership will pay an amount equal to the greater of 100% of the principal amount of the Notes redeemed, or the sum of the present values of the remaining scheduled payments of principal and interest on the Notes, plus a make-whole premium. If the Partnership elects to redeem a series of Notes on or after the applicable date described in the preceding sentence, the Partnership will pay an amount equal to 100% of the principal amount of the Notes redeemed. The Partnership will pay accrued interest on the Notes redeemed to the redemption date.

The Notes rank equally in right of payment with all of the Partnership’s existing and future senior indebtedness, effectively junior in right of payment to the Partnership’s existing and future secured indebtedness to the extent of the value of the collateral securing that indebtedness and to all existing and future indebtedness and other obligations of the Partnership’s subsidiaries and senior to any subordinated debt that the Partnership may incur.

-2-

The Indenture contains covenants that will limit the ability of the Partnership and any of its Principal Subsidiaries (as defined in the Indenture) to create liens on their principal properties, engage in sale and leaseback transactions, merge or consolidate with another entity or sell, lease or transfer substantially all of their properties or assets to another entity.

The Indenture also contains customary events of default, including (i) default for 30 days in the payment when due of interest on the Notes; (ii) default in payment when due of principal of or premium, if any, on the Notes at maturity, upon redemption or otherwise; (iii) failure by the Partnership for 60 days after notice to comply with any of its other agreements in the Indenture and (iv) certain events of bankruptcy or insolvency with respect to the Partnership. If an event of default occurs and is continuing with respect to any series of Notes, the trustee or the holders of not less than 25% in principal amount of such series of Notes outstanding may declare such Notes to be due and payable. Upon such a declaration, such principal amount will become due and payable immediately. If an event of default relating to certain events of bankruptcy, insolvency or reorganization with respect to the Partnership occurs and is continuing, the principal amount of such Notes outstanding will become immediately due and payable without any declaration or other act on the part of the trustee or any holders of such Notes.

Other material terms of the Notes, the Indenture and the Fourth Supplemental Indenture are described in the prospectus supplement dated March 9, 2015, as filed by the Partnership with the Securities and Exchange Commission on March 11, 2015. The foregoing descriptions of the Base Indenture and the Fourth Supplemental Indenture do not purport to be complete and are qualified in their entirety by reference to the full text of the Base Indenture and the Fourth Supplemental Indenture, copies of which are filed herewith as Exhibits 4.1 and 4.3, respectively, and are incorporated herein by reference.

-3-

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.


1.1		Underwriting Agreement, dated March 9, 2015, by and among Spectra Energy Partners, LP, Spectra Energy Partners GP, LLC, Spectra Energy Partners (DE) GP, LP, and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and SunTrust Robinson Humphrey, Inc., as representatives of the several underwriters named therein.

4.1		Indenture, dated June 9, 2011, between Spectra Energy Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Partnership’s Current Report on Form 8-K filed with the SEC on June 9, 2011).

4.2		Third Supplemental Indenture, dated as of June 30, 2014, between Spectra Energy Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Partnership’s Quarterly Report on Form 10-Q for the period ended June 30, 2014 filed with the SEC on August 7, 2014).

4.3		Fourth Supplemental Indenture, dated as of March 12, 2015, between Spectra Energy Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee.

4.4		Form of 3.50% Senior Notes due 2025 (included in Exhibit 4.3).

4.5		Form of 4.50% Senior Notes due 2045 (included in Exhibit 4.3).

5.1		Opinion of Bracewell & Giuliani LLP.

23.1		Consent of Bracewell & Giuliani LLP (included in Exhibit 5.1).

-4-

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


SPECTRA ENERGY PARTNERS, LP

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

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

/s/ Laura Buss Sayavedra

Laura Buss Sayavedra

Vice President and Treasurer

Date: March 12, 2015

-5-

EXHIBIT INDEX


1.1		Underwriting Agreement, dated March 9, 2015, by and among Spectra Energy Partners, LP, Spectra Energy Partners GP, LLC, Spectra Energy Partners (DE) GP, LP, and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and SunTrust Robinson Humphrey, Inc., as representatives of the several underwriters named therein.

4.1		Indenture, dated June 9, 2011, between Spectra Energy Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Partnership’s Current Report on Form 8-K filed with the SEC on June 9, 2011).

4.2		Third Supplemental Indenture, dated as of June 30, 2014, between Spectra Energy Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Partnership’s Quarterly Report on Form 10-Q for the period ended June 30, 2014 filed with the SEC on August 7, 2014).

4.3		Fourth Supplemental Indenture, dated as of March 12, 2015, between Spectra Energy Partners, LP, as Issuer, and Wells Fargo Bank, National Association, as Trustee.

4.4		Form of 3.50% Senior Notes due 2025 (included in Exhibit 4.3).

4.5		Form of 4.50% Senior Notes due 2045 (included in Exhibit 4.3).

5.1		Opinion of Bracewell & Giuliani LLP.

23.1		Consent of Bracewell & Giuliani LLP (included in Exhibit 5.1).

-6-

Exhibit 1.1

Execution Version

SPECTRA ENERGY PARTNERS, LP

$500,000,000 3.50% Senior Notes due 2025

$500,000,000 4.50% Senior Notes due 2045

UNDERWRITING AGREEMENT

March 9, 2015

March 9, 2015

J.P. Morgan Securities LLC

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

SunTrust Robinson Humphrey, Inc.

as Managers of the several underwriters named in Schedule II hereto

c/o J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

c/o Merrill Lynch, Pierce, Fenner & Smith

Incorporated

One Bryant Park

New York, New York 10036

c/o SunTrust Robinson Humphrey, Inc.

3333 Peachtree Road NE

Atlanta, GA 30326

Ladies and Gentlemen:

Spectra Energy Partners, LP, a Delaware limited partnership (the “Partnership”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as managers (the “Managers”), $500,000,000 aggregate principal amount of its 3.50% Senior Notes due 2025 (the “2025 Notes”) and $500,000,000 aggregate principal amount of its 4.50% Senior Notes due 2045 (the “2045 Notes” and, together with the 2025 Notes, the “Notes”). The Notes are to be issued under an indenture dated as of June 9, 2011 (the “Base Indenture”), between the Partnership and Wells Fargo Bank, N.A., as trustee (the “Trustee”), as supplemented by (i) the Third Supplemental Indenture, dated as of June 30, 2014 (the “Third Supplemental Indenture”) and (ii) the Fourth Supplemental Indenture, to be dated as of March 12, 2015 (the “Fourth Supplemental Indenture” and, together with the Third Supplemental Indenture, the “Supplemental Indentures”). The Supplemental Indentures, together with the Base Indenture, are hereinafter referred to as the “Indenture.” If the firm or firms listed in Schedule II hereto include only the Managers, then the term “Underwriters” as used herein shall be deemed to refer to such firms.

The Partnership, Spectra Energy Partners GP, LLC, a Delaware limited liability company (“GP LLC”), and Spectra Energy Partners (DE) GP, LP, a Delaware limited partnership (the “General Partner”), are hereinafter collectively referred to as the “Partnership Parties.” The Partnership Parties, each of the entities identified on Exhibit A attached hereto and all other Partnership subsidiaries are herein collectively referred to as the “Partnership Entities.” Spectra Energy Corp, a Delaware corporation (“SE”), and its subsidiaries, other than the Partnership Entities, are hereinafter referred to as the “Spectra Entities.”

1. Representations and Warranties. The Partnership Parties, jointly and severally, represent and warrant to and agree with each of the Underwriters that:

(a) Registration Statement / Prospectus. A registration statement on Form S-3 relating to the Notes (File No. 333-197967) (i) has been prepared by the Partnership in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder; (ii) has been filed with the Commission under the Securities Act; and (iii) is effective under the Securities Act. Copies of such registration statement and any amendment thereto have been delivered by the Partnership to the Managers. As used in this Agreement:

(i) “Effective Date” means any date as of which any part of such registration statement relating to the Notes became, or is deemed to have become, effective under the Securities Act in accordance with the Rules and Regulations;

(ii) “Execution Time” means the date and time that this Agreement is executed and delivered by the parties hereto;

(iii) “Issuer Free Writing Prospectus” means each “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations) prepared by or on behalf of the Partnership or used or referred to by the Partnership in connection with the offering of the Notes;

(iv) “Preliminary Prospectus” means any preliminary prospectus relating to the Notes included in such registration statement or filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations, including any preliminary prospectus supplement thereto relating to the Notes;

(v) “Pricing Disclosure Package” means, as of the Execution Time, the most recent Preliminary Prospectus, together with (A) each Issuer Free Writing Prospectus filed or used by the Partnership on or before the Execution Time, other than a road show that is an Issuer Free Writing Prospectus under Rule 433 of the Rules and Regulations, and (B) the Additional Pricing Disclosure Package Information identified in Schedule I;

(vi) “Prospectus” means the final prospectus relating to the Notes, including any prospectus supplement thereto relating to the Notes, as filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations; and

(vii) “Registration Statement” means the registration statement on Form S-3 (File No. 333-197967), as amended as of the Effective Date, including any Preliminary Prospectus or the Prospectus and all exhibits to such registration statement and including the information (if any) deemed to be a part of the registration statement at the time of effectiveness pursuant to Rule 430A, Rule 430B and Rule 430C of the Rules and Regulations.

Any reference to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Form S-3 under the Securities Act as of the date of such Preliminary Prospectus or the Prospectus, as the case may be. Any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement or filed pursuant to Rule 424(b) of the Rules and Regulations prior to or on the date hereof (including, for purposes hereof, any documents incorporated by reference therein prior to or on the date hereof). Any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of such Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference in such Preliminary Prospectus or the Prospectus, as the case may be. Any reference to any amendment to the Registration Statement shall be deemed to include any annual report of the Partnership on Form 10-K filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Date that is incorporated by reference in the Registration Statement. As used herein, the term “Incorporated Documents” means the documents that at the time are incorporated by reference in the Registration Statement, the Preliminary Prospectus or the Prospectus or any amendment or supplement thereto. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending the effectiveness of the Registration Statement, and no proceeding for such purpose has been instituted or, to the Partnership Parties’ knowledge, threatened by the Commission. The Commission has not notified the Partnership of any objection to the use of the form of the Registration Statement.

(b) Form of Documents. The Registration Statement conformed and will conform in all material respects on each Effective Date and on the Closing Date (as defined herein), and any amendment to the Registration Statement filed after the date hereof will conform in all material respects when filed, to the applicable requirements of the Securities Act and the Rules and Regulations. The most recent Preliminary Prospectus conformed, and the Prospectus will conform, in all material respects when filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and on the Closing Date to the requirements of the Securities Act and the Rules and Regulations. The Incorporated Documents conformed and will conform, when filed with the Commission, in all material respects to the requirements of the Exchange Act or the Securities Act, as applicable, and the rules and regulations of the Commission thereunder.

(c) No Material Misstatements or Omissions in the Registration Statement. The Registration Statement did not, as of its most recent Effective Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Registration Statement in reliance upon and in conformity with written information furnished to the Partnership through the Managers by or on behalf of any Underwriter specifically for inclusion therein.

(d) No Material Misstatements or Omissions in the Prospectus. The Prospectus will not, as of its date and on the Closing Date, contain an untrue statement of a material fact or omit

to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Prospectus in reliance upon and in conformity with written information furnished to the Partnership through the Managers by or on behalf of any Underwriter specifically for inclusion therein.

(e) Incorporated Documents. The Incorporated Documents filed prior to the Execution Time, when filed with the Commission, did not, and any Incorporated Documents filed after the Execution Time, when filed with the Commission, will not, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(f) No Material Misstatements or Omissions in the Pricing Disclosure Package. The Pricing Disclosure Package did not, as of the Execution Time, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Pricing Disclosure Package in reliance upon and in conformity with written information furnished to the Partnership through the Managers by or on behalf of any Underwriter specifically for inclusion therein.

(g) No Material Misstatements or Omissions in each Issuer Free Writing Prospectus. Each Issuer Free Writing Prospectus (including, without limitation, any road show that is a free writing prospectus under Rule 433 of the Rules and Regulations), when considered together with the Pricing Disclosure Package as of the Execution Time, did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from such Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Partnership through the Managers by or on behalf of any Underwriter specifically for inclusion therein.

(h) Form of Issuer Free Writing Prospectus. Each Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations on the date of first use, and the Partnership has complied with any filing requirements applicable to such Issuer Free Writing Prospectus pursuant to the Rules and Regulations. The Partnership has not made any offer relating to the Notes that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Managers. The Partnership has retained in accordance with the Rules and Regulations all Issuer Free Writing Prospectuses that were not required to be filed pursuant to the Rules and Regulations. The Partnership has taken all actions necessary so that any road show (as defined in Rule 433 of the Rules and Regulations) in connection with the offering of the Notes will not be required to be filed pursuant to the Rules and Regulations.

(i) Automatic Shelf Registration Statement. (A) At the time of initial filing of the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of

complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), and (C) at the time the Partnership or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the Rules and Regulations) made any offer relating to the Notes in reliance on the exemption provided by Rule 163 of the Rules and Regulations, the Partnership was a “well known seasoned issuer” as defined in Rule 405 of the Rules and Regulations. The Registration Statement is an “automatic shelf registration statement” (as defined in Rule 405 of the Rules and Regulations) and was filed not earlier than the date that is three years prior to the Closing Date. The Partnership has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Rules and Regulations objecting to use of the automatic shelf registration statement form. The Partnership has paid or shall pay the required Commission filing fees relating to the Notes within the time required by Rule 456(b)(1) of the Rules and Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Rules and Regulations. At the earliest time after the initial filing of the Registration Statement that the Partnership or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Rules and Regulations) with respect to the offering of the Notes as contemplated hereby, the Partnership was not an “ineligible issuer,” as defined in Rule 405 of the Rules and Regulations.

(j) Formation and Qualification. Each of the Partnership Entities has been duly formed and is validly existing as a corporation, general partnership, limited partnership or limited liability company, as applicable, in good standing under the laws of its jurisdiction of organization with full power and authority to own or lease and to operate its properties currently owned or leased and to conduct its business as currently conducted, in each case as described in the Pricing Disclosure Package. Each of the Partnership Entities is duly qualified to do business as a foreign general partnership, limited partnership or limited liability company, as applicable, and is in good standing under the laws of each jurisdiction that requires such qualification, except where the failure to be so qualified would not reasonably be expected to (i) have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties, taken as a whole, whether or not arising from transactions in the ordinary course of business, of the Partnership Entities (a “Material Adverse Effect”), or (ii) subject the limited partners of the Partnership to any material liability or disability.

(k) Power and Authority to Act as General Partner. The General Partner has full power and authority to act as general partner of the Partnership in all material respects as described in the Pricing Disclosure Package. GP LLC has full power and authority to act as general partner of the General Partner in all material respects as described in the Pricing Disclosure Package.

(l) Ownership of Partnership Entities. All of the equity interests of each of the Partnership Entities are owned as set forth on Exhibit B hereto; all of such equity interests are duly authorized and validly issued in accordance with the general partnership, limited partnership or limited liability company agreements or bylaws of each such Partnership Entity (the “Organizational Agreements”), and, except in the case of general partner interests and the equity interests of entities organized under the laws of jurisdictions outside of the United States, are fully paid (to the extent required by the applicable Organizational Agreements) and nonassessable (except as such nonassessability may be affected, as applicable, by (i) Sections 17-607

and 17-804 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”), (ii) Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”), (iii) Sections 306 and 620 of the Tennessee Revised Limited Liability Company Act, (iv) Section 13.1-1035 of the Virginia Limited Liability Company Act, (v) Sections 4-47-508 and 4-47-509 of the Arkansas Uniform Limited Partnership Act, (vi) Sections 4-32-601 and 4-32-604 of the Arkansas Small Business Entity Tax Pass Through Act, (vii) Sections 2030 and 2040 of the Oklahoma Limited Liability Company Act or (viii) the Organizational Agreements listed on Exhibit C hereto); and, such equity interests are owned as set forth on Exhibit B free and clear of all liens, encumbrances, security interests, charges or other claims (“Liens”) (except restrictions on transferability as described in the Pricing Disclosure Package).

(m) No Other Subsidiaries. Except as described in the Pricing Disclosure Package, none of the Partnership Entities own, directly or indirectly, any equity or long-term debt securities of any corporation, partnership, limited liability company, joint venture, association or other entity.

(n) No Preemptive Rights, Options or Registration Rights. Except as identified in the Pricing Disclosure Package or as provided for in the Organizational Documents, there are no (i) preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any equity securities of the Partnership Entities or (ii) outstanding options or warrants to purchase any securities of the Partnership Entities. Except for such rights that have been waived or as described in the Pricing Disclosure Package, neither the filing of the Registration Statement nor the offering or sale of the Notes as contemplated by this Agreement gives rise to any rights for or relating to the registration of any securities of the Partnership.

(o) Authority and Authorization. Each of the Partnership Parties has all requisite power and authority to execute and deliver this Agreement and perform its respective obligations hereunder. The Partnership has all requisite partnership power and authority to issue, sell and deliver the Notes, in accordance with and upon the terms and conditions set forth in this Agreement, the partnership agreement of the Partnership (the “Partnership Agreement”), the Registration Statement and the Pricing Disclosure Package. All partnership and limited liability company action, as the case may be, required to be taken by the Partnership Entities or any of their members or partners for the authorization, issuance, sale and delivery of the Notes and the consummation of the transactions contemplated by this Agreement and the Indenture shall have been validly taken.

(p) Authorization of this Agreement. This Agreement has been duly authorized, executed and delivered by each of the Partnership Parties.

(q) Authorization and Enforceability of the Base Indenture and the Supplemental Indentures. The execution and delivery of, and the performance by the Partnership of its obligations under, the Base Indenture and the Third Supplemental Indenture have been duly and validly authorized by the Partnership and, assuming due authorization, execution and delivery thereof by the Trustee, the Base Indenture and the Third Supplemental Indenture have been duly executed and delivered by the parties thereto and constitute valid and legally binding agreements of the Partnership, enforceable against the Partnership in accordance with their terms, except as

enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); the execution and delivery of, and the performance by the Partnership of its obligations under, the Fourth Supplemental Indenture have been duly and validly authorized by the Partnership and, assuming due authorization, execution and delivery thereof by the Trustee, when duly executed and delivered by the Partnership, will constitute a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

(r) Valid Issuance of the Notes. The Notes have been duly authorized and, when delivered to and paid for by the Underwriters, will have been duly executed by the Partnership in accordance with the provisions of the Indenture. The Notes, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price for the Notes as provided in this Agreement, will constitute valid and legally binding obligations of the Partnership enforceable against the Partnership in accordance with their terms and the terms of the Indenture, except as enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and will be entitled to the benefits of the Indenture.

(s) Enforceability of Organizational Agreements. The Organizational Agreements have been duly authorized, executed and delivered by the parties thereto, and are valid and legally binding agreements of such parties, enforceable against such parties in accordance with their terms; provided that, the enforceability of the agreements described in this Section 1(s) may be limited by (A) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (B) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing.

(t) No Conflicts. None of (i) the offering, issuance or sale by the Partnership of the Notes and the application of the net proceeds therefrom as set forth in the description under “Use of Proceeds” in the Prospectus or (ii) the execution, delivery and performance of this Agreement or the Indenture by the Partnership Parties that are parties thereto, or (iii) the consummation of a transaction contemplated by this Agreement or the Indenture (A) conflicts or will conflict with or constitutes or will constitute a violation of the Organizational Agreements or the certificate of formation or conversion, certificate or articles of incorporation or other constituent document (collectively, the “Organizational Documents”) of any of the Partnership Entities, (B) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to

which any of the Partnership Entities is a party or by which any of them or any of their respective properties may be bound, (C) violates or will violate any statute, law or regulation or any order, judgment, decree or injunction of any court or governmental agency or body directed to any of the Partnership Entities or any of their properties in a proceeding to which any of them or their property is a party or (D) results or will result in the creation or imposition of any Lien upon any property or assets of any of the Partnership Entities, which conflicts, breaches, violations, defaults or Liens, in the case of clauses (B), (C) or (D), would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or materially impair the ability of the Partnership Parties to consummate the transactions provided for in this Agreement.

(u) No Consents. No permit, consent, approval, authorization, order, registration, filing or qualification of or with any court, governmental agency or body having jurisdiction over any of the Partnership Entities or any of their properties or assets is required in connection with the offering, issuance or sale by the Partnership of the Notes and the application of the net proceeds therefrom as set forth in the description under “Use of Proceeds” in the Prospectus, the execution, delivery and performance of this Agreement by the Partnership Parties or the consummation of the transactions contemplated by this Agreement, except for such permits, consents, approvals and similar authorizations required under the Securities Act, the Exchange Act and blue sky laws of any jurisdiction.

(v) No Defaults. None of the Partnership Entities is in (i) violation of its Organizational Documents, (ii) violation of any statute, law, rule or regulation, or any judgment, order, injunction or decree of any court, governmental agency or body or arbitrator having jurisdiction over any of the Partnership Entities or any of their properties or assets or (iii) breach, default (or an event which, with notice or lapse of time or both, would constitute such an event) or violation in the performance of any obligation, agreement or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, which in the case of clauses (ii) or (iii) would reasonably be expected to have, if continued, a Material Adverse Effect or materially impair the ability of the Partnership Parties to consummate the transactions provided for in this Agreement.

(w) Conformity of the Indenture and the Notes to Description. The Indenture conforms, and the Notes, when issued and delivered in accordance with the terms of the Indenture and this Agreement against payment therefor as provided therein and herein, will conform, in all material respects to the description thereof contained in the Pricing Disclosure Package.

(x) No Labor Dispute. No labor problem or dispute with the Partnership Entities’ employees or with the Spectra Entities’ employees who are engaged in the business of the Partnership exists, or to the knowledge of the Partnership Parties are imminent or threatened, that would reasonably be expected to have a Material Adverse Effect.

(y) Financial Statements. The historical financial statements (including the related notes and supporting schedules) included in the most recent Preliminary Prospectus, the Pricing Disclosure Package and the Registration Statement present fairly in all material respects the financial condition, results of operations and cash flows of the entities purported to be shown

thereby on the basis shown therein as of the dates and for the periods indicated, comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as otherwise noted therein). The summary and selected historical and pro forma financial and operating information included or incorporated by reference in the Registration Statement, the most recent Preliminary Prospectus and the Pricing Disclosure Package (and any amendment or supplement thereto) is accurately presented in all material respects and prepared on a basis consistent with the audited and unaudited historical financial statements from which such information has been derived. The pro forma financial statements included or incorporated by reference in the most recent Preliminary Prospectus, the Pricing Disclosure Package and the Registration Statement have been prepared in all material respects in accordance with the applicable accounting requirements of Article 11 of Regulation S-X of the Commission, except to the extent disclosed therein; the assumptions used in the preparation of such pro forma financial statements are, in the opinion of the management of the Partnership, reasonable; and the pro forma adjustments reflected in such pro forma financial statements have been properly applied to the historical amounts in the compilation of such pro forma financial statements.

(z) Independent Public Accountants. Deloitte & Touche LLP, who has audited the audited financial statements of the Partnership included or incorporated by reference in the Registration Statement and the Pricing Disclosure Package and delivered its reports with respect to such audited financial statements included or incorporated by reference in the Registration Statement and the Pricing Disclosure Package, is an independent registered public accounting firm with respect to the Partnership within the meaning of the Securities Act and the Rules and Regulations and the rules and regulations of the Public Company Accounting Oversight Board.

(aa) Litigation. Except as described in the Pricing Disclosure Package, there is (i) no action, suit or proceeding before or by any court, arbitrator or governmental agency, body or official, domestic or foreign, now pending or, to the knowledge of any of the Partnership Parties, threatened, to which any of the Partnership Entities is or may be a party or to which the business or property of any of the Partnership Entities is or may be subject, (ii) no statute, rule, regulation or order that has been enacted, adopted or issued by any governmental agency and (iii) no injunction, restraining order or order of any nature issued by a federal or state court or foreign court of competent jurisdiction to which any of the Partnership Entities is or may be subject, that, in the case of clauses (i), (ii) and (iii) above, is reasonably expected to (A) individually or in the aggregate have a Material Adverse Effect, (B) prevent or result in the suspension of the offering and issuance of the Notes, or (C) in any manner draw into question the validity of this Agreement.

(bb) Title to Properties. The Partnership Entities have good and indefeasible title to all real property and good title to all personal property described in the Pricing Disclosure Package as owned by the Partnership Entities, free and clear of all Liens except (i) as described, and subject to limitations contained, in the Pricing Disclosure Package or (ii) such as do not materially interfere with the use of such properties taken as a whole as they have been used in the past and are proposed to be used in the future as described in the Pricing Disclosure Package; provided that, with respect to any real property and buildings held under lease by the Partnership Entities, such real property and buildings are held under valid and subsisting and enforceable

leases with such exceptions as do not materially interfere with the use of the properties of the Partnership Entities taken as a whole as they have been used in the past as described in the Pricing Disclosure Package and are proposed to be used in the future as described in the Pricing Disclosure Package.

(cc) Rights-of-Way. The Partnership Entities have such easements or rights-of-way from each person (collectively, “rights-of-way”) as are necessary to conduct their business in the manner described, and subject to the limitations contained, in the Pricing Disclosure Package, except for (i) qualifications, reservations and encumbrances that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; other than as set forth, and subject to the limitations contained, in the Pricing Disclosure Package, the Partnership Entities have fulfilled and performed all their material obligations with respect to such rights-of-way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except for such revocations, terminations and impairments that would not have a Material Adverse Effect; and, except as described in the Pricing Disclosure Package, none of such rights-of-way contains any restriction that is materially burdensome to the Partnership Entities, taken as a whole.

(dd) Transfer Taxes. There are no transfer taxes or other similar fees or charges under Federal law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the issuance by the Partnership or sale by the Partnership of the Notes.

(ee) Tax Returns. Each of the Partnership Entities has filed all foreign, federal, state and local tax returns that are required to be filed or has requested extensions thereof, except in any case in which the failure so to file would not reasonably be expected to have a Material Adverse Effect, and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith or as would not have a Material Adverse Effect.

(ff) Insurance. The Partnership Entities carry or are entitled to the benefits of insurance relating to the properties, operations, personnel and business of the Partnership Entities in such amounts and covering such risks as is commercially reasonable, and all such insurance is in full force and effect. None of the Partnership Entities have any reason to believe that they will not be able (i) to renew their existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct such business as now conducted and at a cost that would not reasonably be expected to have a Material Adverse Effect.

(gg) Distribution Restrictions. No subsidiary of the Partnership is currently prohibited, directly or indirectly, from paying any distributions to the Partnership, from making any other distribution on such subsidiary’s equity interests, from repaying to the Partnership any loans or advances to such subsidiary from the Partnership or from transferring any of such subsidiary’s property or assets to the Partnership or any other subsidiary of the Partnership, except as

described in or contemplated by the Pricing Disclosure Package or arising under the $2 billion credit agreement of the Partnership, as borrower, or the $400 million credit agreement of the Partnership, as borrower.

(hh) Possession of Licenses and Permits. The Partnership Entities possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct their business, except where the failure to possess the same would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; the Partnership Entities are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and the Partnership Entities have not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect.

(ii) Environmental Laws. Each of the Partnership Entities (i) is in compliance with all applicable federal, state and local laws and regulations relating to the prevention of pollution or protection of the environment or imposing liability or standards of conduct concerning any Hazardous Materials (as defined below) (“Environmental Laws”), (ii) has received all permits required of them under applicable Environmental Laws to conduct their respective businesses as presently conducted, (iii) is in compliance with all terms and conditions of any such permits and (iv) does not have any liability in connection with the release into the environment of any Hazardous Material, except where such noncompliance with Environmental Laws, failure to receive required permits, failure to comply with the terms and conditions of such permits or liability in connection with such releases would not, individually or in the aggregate, have a Material Adverse Effect. The term “Hazardous Material” means (A) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl and (E) any pollutant or contaminant or hazardous, dangerous or toxic chemical, material, waste or substance regulated under or within the meaning of any applicable Environmental Law. In the ordinary course of business, the Partnership Entities periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have reasonably concluded that such associated costs and liabilities would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(jj) ERISA. Each Partnership Entity is in compliance in all material respects with all presently applicable provisions of the Employee Retirement Income Security Act of 1974, as

amended, including the regulations and published interpretations thereunder (“ERISA”); no “reportable event” (as defined in ERISA) has occurred with respect to any “pension plan” (as defined in ERISA) for which any Partnership Entity would have any liability, excluding any reportable event for which a waiver could apply; no Partnership Entity expects to incur liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “pension plan” or (ii) Sections 412 or 4971 of the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder (the “Code”); and each “pension plan” for which any Partnership Entity would have any liability that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified and nothing has occurred, whether by action or by failure to act, which could reasonably be expected to cause the loss of such qualification.

(kk) Sarbanes-Oxley Act of 2002. The Partnership is in compliance in all material respects with all applicable provisions of the Sarbanes-Oxley Act of 2002, the rules and regulations promulgated in connection therewith and the rules of the New York Stock Exchange (“NYSE”) that are effective and applicable to the Partnership.

(ll) Investment Company. None of the Partnership Entities is nor, after giving effect to the offering and sale of the Notes and the application of the proceeds thereof as described in the Pricing Disclosure Package, will any of the Partnership Entities be, an “investment company” or a company “controlled by” an “investment company,” each as defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

(mm) Books and Records. Each Partnership Entity maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

(nn) Disclosure Controls. The Partnership has established and maintains disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) which (i) are designed to ensure that material information relating to the Partnership, including its consolidated subsidiaries, is made known to the General Partner’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; (ii) have been evaluated for effectiveness as of the end of the period covered by the Partnership’s most recent annual report filed with the Commission; and (iii) are effective in achieving reasonable assurances that the Partnership’s desired control objectives as described in Item 9A of the Partnership’s Annual Report on Form 10-K for the period ended December 31, 2014 (the “2014 Annual Report”) have been met.

(oo) No Deficiency in Internal Controls. Based on the evaluation of its internal controls and procedures conducted in connection with the preparation and filing of the 2014 Annual Report, the Partnership is not aware of (i) any significant deficiencies or material weaknesses in the design or operation of its internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that are likely to adversely affect the Partnership’s ability to record, process, summarize and report financial data; or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Partnership’s internal controls over financial reporting.

(pp) No Changes in Internal Controls. Since the date of the most recent evaluation of the disclosure controls and procedures described in Section 1(nn) hereof, there have been no significant changes in the Partnership’s internal controls that materially affected or are reasonably likely to materially affect the Partnership’s internal controls over financial reporting.

(qq) XBRL Information. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus and the Pricing Disclosure Package fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

(rr) Market Stabilization. None of the Partnership Entities has taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Partnership to facilitate the sale or resale of the Notes.

(ss) Statistical Data. Any statistical and market-related data included in the Pricing Disclosure Package are based on or derived from sources that the Partnership believes to be reliable and accurate, and the Partnership has obtained the written consent to the use of such data from such sources to the extent required.

(tt) No Distribution of Other Offering Materials. None of the Partnership Entities has distributed and, prior to the later to occur of (i) the Closing Date or any settlement date and (ii) completion of the distribution of the Notes, will distribute any offering material in connection with the offering and sale of the Notes other than any Preliminary Prospectus, the Prospectus, any free writing prospectus to which the Managers have consented in accordance with this Agreement, and any other materials, if any, permitted by the Securities Act, including Rule 134 of the Rules and Regulations.

(uu) No Material Adverse Change. There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Partnership and its subsidiaries, taken as a whole, from that set forth in the Pricing Disclosure Package.

(vv) No Unlawful Payments. No Partnership Entity nor, to the knowledge of the Partnership, any director, officer, employee, agent or representative of any Partnership Entity, has, since December 31, 2011, (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made or taken an act in

furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Partnership Entities have instituted, and maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.

(ww) Compliance with Money Laundering Laws. The operations of the Partnership Entities are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable money laundering statutes of all jurisdictions where the Partnership Entities conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental or regulatory agency (collectively, the “Anti-Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving the Partnership Entities with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Partnership Parties, threatened.

(xx) No Conflicts with Sanctions Laws. No Partnership Entity nor, to the knowledge of the Partnership, any director, officer, employee, agent or representative of any Partnership Entity, is currently the subject of, or aware of being a target for, any sanctions administered or enforced by the U.S. Government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor are any of the Partnership Entities located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Partnership Entities will not directly or indirectly use the proceeds of the offering of the Notes hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions.

Any certificate signed by any officer of any of the Partnership Parties and delivered to the Managers or counsel for the Underwriters in connection with the offering of the Notes shall be deemed a representation and warranty by such entity, as to matters covered thereby, to each Underwriter.

2. Agreements to Sell and Purchase. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions herein, the Partnership hereby agrees to sell to the several Underwriters, and each Underwriter, agrees, severally and not jointly, to purchase from the Partnership (a) the principal amount of the 2025 Notes set forth opposite such Underwriter’s name on Schedule II hereto at a purchase price equal to 98.932% of the principal amount thereof and (b) the principal amount of the 2045 Notes set forth opposite such Underwriter’s name on Schedule II hereto at a purchase price equal to 98.359% of the principal amount thereof, in each case plus accrued interest, if any, from the Closing Date.

3. Payment and Delivery. Payment for the Notes shall be made to the Partnership in Federal or other funds immediately available in New York City on the closing date and time set forth on Schedule I hereto, or at such other time on the same or such other date, not later than the fifth business day thereafter, as may be designated in writing by you. The time and date of such payment are hereinafter referred to as the “Closing Date.” Delivery of the Notes shall be made to the Managers for the respective accounts of the several Underwriters against payment by the several Underwriters through the Managers of the purchase price thereof to or upon the order of the Partnership by wire transfer payable in same-day funds to an account specified by the Partnership to the Managers against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing each series of the Notes.

The Notes shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Notes to the Underwriters duly paid, against payment of the purchase price therefor.

4. Conditions to the Underwriters’ Obligations. The several obligations of the Underwriters are subject to the following conditions:

(a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Partnership Entities, taken as a whole, from that set forth in the Pricing Disclosure Package as of Execution Time that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Notes on the terms and in the manner contemplated in the Pricing Disclosure Package.

(b) Subsequent to the execution and delivery of this Agreement, if any debt securities of the Partnership Parties are rated by any “nationally recognized statistical rating organization,” as that term is defined by the Commission for purposes of Section 3(a)(62) of the Exchange Act,

(i) no downgrading shall have occurred, and no notice shall have been given of any intended or potential downgrading in the rating accorded such debt securities (including the Notes) and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any securities (including the Notes) of any of the Partnership Parties.

(c) The Partnership and the Trustee shall have executed and delivered the Indenture and the Partnership shall have executed and delivered the Notes.

(d) The Underwriters shall have received on the Closing Date a certificate of the Partnership, signed on behalf of the Partnership by a Vice President and the Treasurer of the General Partner, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Pricing Disclosure Package, the Prospectus and any amendment or supplement thereto, as well as each electronic road show used in connection with the offering of the Notes, and this Agreement and that:

(i) the representations and warranties of the Partnership Parties in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and the Partnership has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date;

(ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to the Partnership’s knowledge, threatened;

(iii) since the date of the most recent financial statements included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there has been no Material Adverse Effect, except as set forth in or contemplated in the Pricing Disclosure Package and the Prospectus; and

(iv) in their opinion, (1) the Registration Statement, as of the most recent Effective Date, (2) the Prospectus, as of the date of the Prospectus and as of the Closing Date, and (3) the Pricing Disclosure Package, as of the Execution Time, did not and do not contain any untrue statement of a material fact and did not and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (except in the case of the Registration Statement, in the light of the circumstances under which they were made) not misleading.

(e) The Underwriters shall have received on the Closing Date an opinion of Bracewell & Giuliani L.L.P., outside counsel for the Partnership, dated the Closing Date, to the effect that:

(i) Formation and Qualification. Each of the Partnership Entities organized under the laws of the State of Delaware (the “Covered Partnership Entities”) has been duly formed and is validly existing as a corporation, general partnership, limited partnership or limited liability company, as applicable, and is in good standing under the laws of the State of Delaware with all partnership or limited liability company, as the

case may be, power and authority necessary to own or lease and to operate its properties currently owned or leased and to conduct its business as currently conducted, in each case as described in the Pricing Disclosure Package. Each of the Covered Partnership Entities is duly registered or qualified to transact business and is in good standing as a foreign limited partnership, foreign general partnership or foreign limited liability company, as the case may be, in each jurisdiction set forth opposite its name on an annex to be attached to such counsel’s opinion.

(ii) Power and Authority to Act as General Partner. The General Partner has full partnership power and authority to act as general partner of the Partnership in all material respects as described in the Pricing Disclosure Package. GP LLC has full limited liability company power and authority to act as general partner of the General Partner in all material respects as described in the Pricing Disclosure Package.

(iii) Ownership of Covered Partnership Entities. The equity interests of each of the Covered Partnership Entities are owned as set forth on Exhibit B hereto; all of such equity interests have been duly authorized and validly issued in accordance with the Organizational Agreements of each such Covered Partnership Entity, and, except in the case of a general partner interest, are fully paid (to the extent required by the applicable Organizational Agreements) and nonassessable (except as such nonassessability may be affected, as applicable, by (i) Sections 17-607 and 17-804 of the Delaware LP Act, (ii) Sections 18-607 and 18-804 of the Delaware LLC Act or (iii) the Organizational Agreements listed on Exhibit C hereto); and, such equity interests are owned as set forth on Exhibit B hereto free and clear of all Liens (except restrictions on transferability as described in the Pricing Disclosure Package and Liens created or arising under the Delaware LP Act, Delaware LLC Act or Delaware Revised Uniform Partnership Act (the “Delaware GP Act”)), (A) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming the respective owner identified on Exhibit B hereto as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (B) otherwise known to such counsel, without independent investigation.

(iv) Capitalization; Valid Issuance of Outstanding Limited Partner Interests in the Partnership. As of the Closing Date, the issued and outstanding partnership interests of the Partnership consisted of 294,864,823 common units (the “Common Units”), the Incentive Distribution Rights and 6,017,649 general partner units (the “General Partner Units”). All outstanding Common Units and the Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement, and are fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-607 and 17-804 of the Delaware LP Act).

(v) Ownership of Sponsor Units and Incentive Distribution Rights. Spectra Energy Transmission, LLC, a Delaware limited liability company (“SET”), owns of record 158,980,529 Common Units, Spectra Energy Southeast Supply Header, a

Delaware limited liability company (“SE SESH”), owns of record 8,684,215 Common Units, Spectra Energy Sabal Trail Transmission, LLC, a Delaware limited liability company (“SE Sabal Trail”), owns of record 2,175,649 Common Units and the General Partner owns of record 71,778,141 Common Units, 6,017,649 General Partner Units and the Incentive Distribution Rights, in each case, free and clear of all Liens (except restrictions on transferability as described in the Pricing Disclosure Package or Liens created by or arising under the Delaware LP Act) (A) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming SET, SE SESH, SE Sabal Trail or the General Partner as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (B) otherwise known to such counsel, without independent investigation.

(vi) No Preemptive Rights, Options or Registration Rights. Except as identified in the Pricing Disclosure Package, there are no (A) preemptive rights or other rights to subscribe for or to purchase (with the exception of those rights provided in the Organizational Agreements listed on Exhibit D hereto), nor any restriction upon the voting or transfer of, any equity securities of the Partnership Entities organized under the laws of jurisdictions within the United States (the “U.S. Partnership Entities”) (with the exception of those restrictions provided in (i) Section 8.3 of that certain Note Purchase Agreement dated as of December 15, 2002 by and among East Tennessee Natural Gas, LLC, a Tennessee limited liability company, and the other parties thereto and (ii) the Organizational Agreements listed on Exhibit E hereto) or (B) outstanding options or warrants to purchase any securities of the U.S. Partnership Entities (with the exception of the option contained in that certain Option Agreement, dated April 2, 2013, by and between SET, SE Sabal Trail and the other party thereto, as amended by Amendment to Option Agreement, dated July 31, 2013), in each case pursuant to their respective Organizational Agreements or any other agreement or instrument to which any U.S. Partnership Entity is a party filed as an exhibit to the Registration Statement or any Incorporated Document. To such counsel’s knowledge, neither the filing of the Registration Statement nor the offering or sale of the Notes as contemplated by this Agreement gives rise to any rights for or relating to the registration of any securities of the Partnership other than as described in the Pricing Disclosure Package, as set forth in the Partnership Agreement or as have been waived.

(vii) Authority and Authorization. Each of the Partnership Parties has all requisite partnership or limited liability company, as the case may be, power and authority to execute and deliver this Agreement and perform its respective obligations hereunder. The Partnership has all requisite partnership power and authority to execute, deliver and perform its obligations under the Base Indenture, the Supplemental Indentures and the Notes and to issue, sell and deliver the Notes in accordance with and upon the terms and conditions set forth in this Agreement, the Indenture, the Partnership Agreement, the Registration Statement and the Pricing Disclosure Package. All partnership or limited liability company action, as the case may be, required to be taken by the Covered Partnership Entities or any of their members or partners for the authorization, issuance, sale and delivery of the Notes and the consummation of the transactions provided for in this Agreement and the Indenture has been validly taken.

(viii) Authorization of this Agreement. This Agreement has been duly authorized, executed and delivered by each of the Partnership Parties.

(ix) Authorization and Enforceability of the Base Indenture and the Supplemental Indentures. The Indenture has been duly qualified under the Trust Indenture Act. The execution and delivery of, and the performance by the Partnership of its obligations under, the Base Indenture and the Third Supplemental Indenture have been duly and validly authorized by the Partnership, and the Base Indenture and the Third Supplemental Indenture have been duly executed and delivered by the Partnership. Assuming the due authorization, execution and delivery thereof by the Trustee, the Base Indenture, as amended by the Third Supplemental Indenture, constitutes a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; provided that the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing. The execution and delivery of, and the performance by the Partnership of its obligations under, the Fourth Supplemental Indenture have been duly and validly authorized by the Partnership, and the Fourth Supplemental Indenture has been duly executed and delivered by the Partnership. Assuming due authorization, execution and delivery thereof by the Trustee, the Base Indenture as amended by the Fourth Supplemental Indenture constitutes a valid and legally binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; provided that the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing.

(x) Valid Issuance of Notes to be Purchased. The Notes have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and have been duly executed by the Partnership. The Notes, when authenticated by the Trustee in the manner provided for in the Indenture and delivered against payment of the purchase price for the Notes as provided in the Underwriting Agreement, will be duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Partnership enforceable against the Partnership in accordance with their terms, provided that the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing, and will be entitled to the benefits of the Indenture.

(xi) Enforceability of Organizational Agreements. The Organizational Agreements of the Covered Partnership Entities have been duly authorized, executed and

delivered by the Covered Partnership Entities that are parties thereto. The Organizational Agreements of the Covered Partnership Entities are valid and legally binding agreements of the Covered Partnership Entities that are parties thereto, enforceable against such parties in accordance with their terms; provided that, with respect to each agreement described in this paragraph, the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing.

(xii) No Conflicts. None of (A) the offering, issuance or sale by the Partnership of the Notes and the application of the net proceeds therefrom as set forth in the description under “Use of Proceeds” in the Prospectus, (B) the execution, delivery and performance of this Agreement or the Indenture or (C) the consummation of the transactions contemplated by this Agreement and the Indenture (i) conflicts with or will conflict with or constitutes or will constitute a violation of the Organizational Documents of any of the Covered Partnership Entities, (ii) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under any agreement or other instrument filed as an exhibit to the Registration Statement or any Incorporated Document that is governed by the laws of the States of Texas, Delaware or New York, (iii) violates or will violate the Delaware LP Act, the Delaware LLC Act, the Delaware GP Act, the laws of the States of Texas or New York, or federal law, (iv) violates or will violate any order, judgment, decree or injunction of any court or governmental agency or other authority of or with any court, governmental agency or body of the States of Delaware, Texas or New York, or the United States of America having jurisdiction over any of the Partnership Entities or any of their properties or assets in a proceeding to which any of them or their property is a party or (v) results or will result in the creation or imposition of any Lien upon any property or assets of any of the U. S. Partnership Entities, which conflicts, breaches, violations, defaults or Liens, in the case of clauses (ii), (iii), (iv) or (v), would have a Material Adverse Effect or materially impair the ability of any of the Partnership Entities to consummate the transactions provided for in this Agreement; provided, however, that no opinion need be expressed pursuant to this paragraph with respect to federal or state securities laws and other anti-fraud laws or applicable law relating to fiduciary duties and the implied covenant of good faith and fair dealing.

(xiii) No Consents. No permit, consent, approval, authorization, order, registration, filing or qualification under the Delaware LP Act, the Delaware LLC Act, the Delaware GP Act, Texas law, New York law or federal law is required in connection with the offering, issuance or sale by the Partnership of the Notes and the application of the net proceeds therefrom as set forth in the description under “Use of Proceeds” in the Prospectus or the execution, delivery and performance of this Agreement and the Indenture by the Partnership Parties, except for such permits, consents, approvals and similar authorizations required under the Securities Act, the Exchange Act and state securities or “Blue Sky” laws, as to which such counsel need not express any opinion.

(xiv) Effectiveness of Registration Statement. The Registration Statement has become effective under the Securities Act; any required filing of the Prospectus, and any supplements thereto, pursuant to Rule 424(b) of the Rules and Regulations has been made in the manner and within the time period required by Rule 424(b) of the Rules and Regulations; to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or threatened.

(xv) Form of Registration Statement and Prospectus. The Registration Statement and the Prospectus, when filed with the Commission and on the Closing Date, were, on their face, appropriately responsive, in all material respects, to the requirements of the Securities Act, except that in each case such counsel need express no opinion with respect to the financial statements or other financial and statistical data contained in or omitted from the Registration Statement or the Prospectus.

(xvi) Description of the Indenture and the Notes. The statements included or incorporated by reference in the Registration Statement under the caption “Description of Debt Securities” and in the most recent Preliminary Prospectus and the Pricing Disclosure Package under the captions “Description of Notes” and “Description of Debt Securities,” insofar as such statements purport to summarize certain provisions of documents referred to therein and reviewed by us as described above, fairly summarize such provisions in all material respects, subject to the qualifications and assumptions stated therein.

(xvii) Descriptions and Summaries. The statements included or incorporated by reference in the Registration Statement and the most recent Preliminary Prospectus under the captions “Provisions of Our Partnership Agreement Relating to Cash Distributions,” “Conflicts of Interest,” “Fiduciary Duties,” “The Partnership Agreement” and “Certain United States Federal Income Tax Considerations,” insofar as they purport to constitute summaries of the terms of federal or Texas statutes, rules or regulations or the Delaware LP Act or the Delaware LLC Act, any legal and governmental proceedings or any contracts and other documents, constitute accurate summaries of the terms of such statutes, rules and regulations, legal and governmental proceedings and contracts and other documents in all material respects. The description of the federal statutes, rules and regulations set forth in the 2014 Annual Report under “Business—Regulations,” “Business—Environmental Matters” and “Certain Relationships and Related Transactions and Director Independence” constitute accurate summaries of the terms of such statutes, rules and regulations in all material respects.

(xviii) Investment Company. None of the Partnership Entities is, nor after giving effect to the offering and sale of the Notes and the application of the net proceeds therefrom as described in the Pricing Disclosure Package will any of the Partnership Entities be, an “investment company” as defined in the Investment Company Act.

In rendering such opinion, such counsel may (i) rely in respect of matters of fact upon certificates of officers and employees of the Partnership Entities and SE and upon information

obtained from public officials, (ii) assume that all documents submitted to such counsel as originals are authentic, that all copies submitted to such counsel conform to the originals thereof, and that the signatures on all documents examined by such counsel are genuine, (iii) state that its opinion is limited to matters governed by federal law and the Delaware LP Act, the Delaware LLC Act, the Delaware GP Act, and the laws of the State of Texas and New York, (iv) with respect to the opinions expressed as to the due qualification or registration as a foreign general partnership, limited partnership or limited liability company, as the case may be, of the Partnership Entities, state that such opinions are based upon certificates of foreign qualification or registration provided by the Secretary of State of the States listed on an annex to be attached to such counsel’s opinion (each of which shall be dated as of a date not more than fourteen days prior to the Closing Date and shall be provided to counsel to the Underwriters) and (v) state that they express no opinion with respect to (A) any permits to own or operate any real or personal property or (B) state or local taxes or tax statutes to which any of the limited partners of the Partnership or any of the Partnership Parties may be subject.

In addition, such counsel shall state that they have participated in conferences with officers and other representatives of the Partnership Entities, the independent public accountants of the Partnership and your representatives, at which the contents of the Registration Statement, the Pricing Disclosure Package and the Prospectus and related matters were discussed, and although such counsel has not independently verified, is not passing upon, and is not assuming any responsibility for the accuracy, completeness or fairness of the statements contained in, the Registration Statement, the Pricing Disclosure Package and the Prospectus (except to the extent specified in the foregoing opinion), based on the foregoing, no facts have come to such counsel’s attention that lead such counsel to believe that:

(A) the Registration Statement, as of the latest Effective Date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading,

(B) the Pricing Disclosure Package, as of the Execution Time, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or

(C) the Prospectus, as of its date and on the Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

it being understood that such counsel expresses no statement or belief with respect to (i) the financial statements and related schedules, including the notes thereto and independent registered public accountants’ reports thereon, included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus, (ii) any other financial information included or incorporated by reference in or omitted from the Registration Statement, the Pricing Disclosure Package or the Prospectus and (iii) representations and warranties and other statements of fact included in the exhibits to the Registration Statement or any Incorporated Documents.

(f) The Underwriters shall have received on the Closing Date an opinion of Reggie Hedgebeth, general counsel for SE, dated the Closing Date, to the effect that:

(i) Formation and Qualification. Each of the entities identified on Exhibit F attached hereto is validly existing as a limited partnership, unlimited liability company, limited liability company or an amalgamated corporation, as applicable, in good standing under the laws of its jurisdiction of organization. (Such counsel may base this opinion solely on certificates of the Secretary of State of Tennessee, Virginia and Oklahoma, certificates from officials of the territories of Nova Scotia, Manitoba and Alberta or certificates from officials of Luxembourg or Canada, as applicable).

(ii) No Conflicts. None of (A) the offering, issuance or sale by the Partnership of the Notes and the application of the net proceeds therefrom as set forth in the description under “Use of Proceeds” in the Prospectus, (B) the execution, delivery and performance of this Agreement or the Indenture by the Partnership Parties that are parties thereto or (C) the consummation of the transactions contemplated by this Agreement and the Indenture (i) conflicts or will conflict with or constitutes or will constitute a violation of the Organizational Documents of any of the Spectra Entities, (ii) conflicts or will conflict with or constitutes or will constitute a breach or violation of, or a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, any agreement that is filed as a material agreement in the most recent annual report on Form 10-K filed by SE, or (iii) violates or will violate any order, judgment, decree or injunction of any court or governmental agency or other authority of or with any court, governmental agency or body of the States of Delaware or Texas or the United States of America having jurisdiction over any of the Spectra Entities or any of their properties or assets in a proceeding to which any of them or their property is a party, which conflicts, breaches, violations, defaults or Liens, in the case of clauses (ii) or (iii), would have a Material Adverse Effect or materially impair the ability of any of the Partnership Parties to consummate the transactions provided for in this Agreement; provided, however, that no opinion need be expressed pursuant to this paragraph with respect to federal or state securities laws and other anti-fraud laws.

(iii) Legal Proceedings; Material Agreements. To the knowledge of such counsel, there are no (A) legal or governmental proceedings pending or threatened to which any of the Partnership Entities is a party or to which any of their respective properties is subject that are required to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus but are not so described as required or, if determined adversely to any Partnership Entity, would individually or in the aggregate have a Material Adverse Effect on the Partnership Entities; and (B) agreements, contracts, indentures, leases or other instruments that are required to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus or to be filed as exhibits to the Registration Statement or any Incorporated Document that are not described or filed as required by the Securities Act.

In rendering such opinion, such counsel may (i) rely in respect of matters of fact upon certificates of officers and employees of the Partnership Parties and upon information obtained from public officials, (ii) assume that all documents submitted to such counsel as originals are authentic, that all copies submitted to such counsel conform to the originals thereof, and that the signatures on all documents examined by such counsel are genuine, (iii) state that such counsel’s opinion is limited to matters governed by federal law and the Delaware LP Act, the Delaware LLC Act and the Delaware General Corporate Law and the laws of the State of Texas, and (iv) state that such counsel expresses no opinion with respect to (A) any permits to own or operate any real or personal property or (B) state or local taxes or tax statutes to which any of the limited partners of the Partnership or any of the Partnership Parties may be subject.

(g) The Underwriters shall have received from Baker Botts L.L.P., counsel for the Underwriters, such opinion or opinions, dated the Closing Date and addressed to the Managers, with respect to the issuance and sale of the Notes, the Registration Statement, the Pricing Disclosure Package and the Prospectus (together with any supplement thereto) and other related matters as the Managers may reasonably require, and the Partnership Parties shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

(h) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from Deloitte & Touche LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut off date” not earlier than the date hereof.

5. Covenants of the Partnership Parties. Each of the Partnership Parties, jointly and severally, covenants with each Underwriter as follows:

(a) To furnish to you, without charge, a signed copy of the Registration Statement (including exhibits thereto and documents incorporated by reference therein) and to deliver to each of the Underwriters during the period mentioned in Section 5(e) or 5(f) below, as many copies of the most recent Preliminary Prospectus, the Prospectus, any Incorporated Documents and any supplements and amendments thereto or to the Registration Statement as you may reasonably request.

(b) Before amending or supplementing the Registration Statement, any Preliminary Prospectus or the Prospectus, or filing a new, replacement registration statement, to furnish to you a copy of each such proposed amendment, supplement or registration statement and not to file any such proposed amendment, supplement or registration statement to which you reasonably object.

(c) To furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Partnership and not to use or refer to any proposed free writing prospectus to which you reasonably object.

(d) Not to take any action that would result in an Underwriter or the Partnership being required to file with the Commission pursuant to Rule 433(d) of the Rules and Regulations a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.

(e) If the Pricing Disclosure Package is being used to solicit offers to buy the Notes at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Pricing Disclosure Package in order to make the statements therein, in the light of the circumstances in which they were made, not misleading, or if any event shall occur or condition exist as a result of which the Pricing Disclosure Package conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Pricing Disclosure Package to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Pricing Disclosure Package so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances when the Pricing Disclosure Package is delivered to a prospective purchaser, be misleading or so that the Pricing Disclosure Package, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Pricing Disclosure Package, as amended or supplemented, will comply with applicable law.

(f) If, at any time prior to completion of the distribution of the Notes, the Partnership receives from the Commission a notice pursuant to Rule 401(g)(2) of the Rules and Regulations or otherwise ceases to be eligible to use the automatic shelf registration statement form, to promptly notify the Underwriters thereof.

(g) If, during such period after the first date of the public offering of the Notes as in the opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Rules and Regulations) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Rules and Regulations) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus or to file a new, replacement registration statement to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Partnership) to which Notes may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Rules and Regulations) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, or the registration statement will comply with applicable law.

(h) To endeavor to qualify the Notes for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request; provided that in no event shall the Partnership be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Notes, in any jurisdiction where it is not now so subject.

(i) To make generally available to the Partnership’s security holders and to you as soon as practicable an earning statement covering a period of at least twelve months beginning with the first fiscal quarter of the Partnership occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the Rules and Regulations.

(j) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Partnership’s counsel and the Partnership’s accountants in connection with the purchase and sale of the Notes under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Partnership and amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Notes (within the time required by Rule 456(b)(1) of the Rules and Regulations, if applicable), all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the purchase and sale of the Notes to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Notes under state securities laws and all expenses in connection with the qualification of the Notes for offer and sale under state securities laws as provided in Section 5(g) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Notes by the Financial Industry Regulatory Authority, (v) the cost of printing certificates representing the Notes, (vi) the costs and charges of any transfer agent, registrar or depositary, (vii) the costs and expenses of the Partnership relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Notes, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Partnership, travel and lodging expenses of the representatives and officers of the Partnership and any such consultants, and the cost of any aircraft chartered in connection with the road show, (viii) the document production charges and expenses associated with printing this Agreement and (ix) all other costs and expenses incident to the performance of the obligations of the Partnership hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section 5, Section 7 entitled “Indemnity and Contribution” and the last paragraph of Section 9 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel and any advertising expenses connected with any offers they may make.

(k) During the period from the date hereof through and including Closing Date, the Partnership will not, without the prior written consent of the Managers, offer, sell, contract to sell or otherwise dispose of any debt securities issued by the Partnership Parties.

6. Covenants of the Underwriters. Each Underwriter severally covenants with the Partnership not to take any action that would result in the Partnership’s being required to file with the Commission under Rule 433(d) of the Rules and Regulations a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Partnership thereunder, but for the action of the Underwriter

7. Indemnity and Contribution. (a) Each of the Partnership Parties agrees, jointly and severally, to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, each affiliate of any Underwriter within the meaning of Rule 405 of the Rules and Regulations and each agent of any Underwriter from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any Preliminary Prospectus, the Pricing Disclosure Package, any Issuer Free Writing Prospectus as defined in Rule 433(h) of the Rules and Regulations, any Partnership information that the Partnership has filed, or is required to file, pursuant to Rule 433(d) of the Rules and Regulations, or the Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Partnership in writing by such Underwriter through you expressly for use therein.

(b) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless each of the Partnership Parties and each of their directors, each of their officers who sign the Registration Statement and each person, if any, who controls the Partnership Parties within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Partnership Parties to such Underwriter, but only with reference to information relating to such Underwriter furnished to the Partnership in writing by such Underwriter through you expressly for use in the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus or any amendment or supplement thereto.

(c) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 7(a) or 7(b), such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall

have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the Managers, in the case of parties indemnified pursuant to Section 7(a), and by the Partnership, in the case of parties indemnified pursuant to Section 7(b). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and (ii) does not include an admission of guilt.

(d) To the extent the indemnification provided for in Section 7(a) or 7(b) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Partnership Parties on the one hand and the Underwriters on the other hand from the offering of the Notes or (ii) if the allocation provided by clause 7(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 7(d)(i) above but also the relative fault of the Partnership Parties on the one hand and of the Underwriters on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Partnership Parties on the one hand and the Underwriters on the other hand in connection with the offering of the Notes shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Notes (before deducting expenses) received by the Partnership Parties and the total underwriting discounts and commissions received by the Underwriters bear to the aggregate initial public offering price of the Notes set forth in the Prospectus. The relative fault of the Partnership Parties on the one hand and the

Underwriters on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Partnership Parties or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Underwriters’ respective obligations to contribute pursuant to this Section 7 are several in proportion to the respective number of Notes they have purchased hereunder, and not joint.

(e) The Partnership Parties and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 7(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 7(d) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 7, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Notes underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 7 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

(f) The indemnity and contribution provisions contained in this Section 7 and the representations, warranties and other statements of the Partnership Parties contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any affiliate or agent of any Underwriter or by or on behalf of the Partnership Parties, each of their officers or directors or any person controlling the Partnership Parties and (iii) acceptance of and payment for any of the Notes.

8. Termination. The Underwriters may terminate this Agreement by notice given by you to the Partnership, if after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on, or by, the New York Stock Exchange or the NASDAQ Global Market, (ii) trading of any securities of the Partnership shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) any moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in your judgment, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in your judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Notes on the terms and in the manner contemplated in the Pricing Disclosure Package or the Prospectus.

9. Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

If, on the Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase and pay for any of the Notes that it has or they have agreed to purchase hereunder on such date, the other Underwriters shall be obligated severally, in the proportions that the principal amount of the Notes set forth opposite their respective names in Schedule II bears to the aggregate principal amount of the Notes set forth opposite the names of all such non defaulting Underwriters, to purchase the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Notes that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 9 by an amount in excess of one ninth of such principal amount of Notes without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Notes and the principal amount of Notes with respect to which such default occurs is more than one tenth of the aggregate principal amount of Notes to be purchased on such date, and arrangements satisfactory to you and the Partnership for the purchase of such Notes are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non defaulting Underwriter or the Partnership. In any such case either you or the Partnership shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Pricing Disclosure Package, in the Prospectus or in any other documents or arrangements may be effected.

If this Agreement shall be terminated by the Underwriters (other than as a result of the events described in Section 8(i), Section 8(iii), Section 8(iv), Section 8(v) or Section 9), or any of them, because of any failure or refusal on the part of the Partnership to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Partnership shall be unable to perform its obligations under this Agreement, the Partnership will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

10. Entire Agreement. This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Notes, represents the entire agreement between the Partnership and the Underwriters with respect to the preparation of any Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus, the conduct of the offering, and the purchase and sale of the Notes.

11. No Fiduciary Duty. The Partnership acknowledges that in connection with the offering of the Notes: (a) the Underwriters have acted at arms length, are not agents of, and owe no fiduciary duties to, the Partnership or any other person, (b) the Underwriters owe the Partnership only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, (c) the Underwriters may have interests that differ from those of the Partnership and (d) any review by the Underwriters of the Partnership, the transactions contemplated hereby or other matters relating to such

transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Partnership. The Partnership waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Notes.

12. Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

13. Applicable Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

14. Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.

15. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Managers, will be mailed, delivered or telefaxed to J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179, Attention: Investment Grade Syndicate Desk – 3rd floor, Facsimile: (212) 834-6081, Merrill Lynch, Pierce, Fenner & Smith Incorporated, 50 Rockefeller Plaza, NY1-050-12-01, New York, New York, 10020, Attention: High Grade Transaction Management/Legal, Facsimile: (646) 855-5958 and SunTrust Robinson Humphrey, Inc., 3333 Peachtree Road NE, 11^th Floor, Atlanta, GA 30326, Attention: Debt Syndicate Desk (fax: (404) 926-5027); or, if sent to any of the Partnership Entities, will be mailed, delivered or telefaxed Partnership Entities, will be mailed, delivered or telefaxed to Spectra Energy Partners, 5400 Westheimer Court, Houston, Texas 77056, Attention: Christopher K. Agbe-Davies, Facsimile: (713) 989-3190.


Very truly yours,

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/ Laura B. Sayavedra
Name:		Laura B. Sayavedra
Title:		Vice President and Treasurer

Spectra Energy Partners GP, LLC

By:		/s/ Laura B. Sayavedra
Name:		Laura B. Sayavedra
Title:		Vice President and Treasurer

Spectra Energy Partners (DE) GP, LP

By:		Spectra Energy Partners GP, LLC
		its general partner

By:		/s/ Laura B. Sayavedra
Name:		Laura B. Sayavedra
Title:		Vice President and Treasurer

Signature Page to Underwriting Agreement

Accepted as of the date hereof

J.P. Morgan Securities LLC

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

SunTrust Robinson Humphrey, Inc.

Acting severally on behalf of themselves and the

several Underwriters named in Schedule II hereto.


By:	J.P. Morgan Securities LLC

By:	/s/ Som Bhattacharyya
	Name:	Som Bhattacharyya
	Title:	Vice President

By:	Merrill Lynch, Pierce, Fenner & Smith
	Incorporated

By:	/s/ Keith Harman
	Name:	Keith Harman
	Title:	Managing Partner

By:	SunTrust Robinson Humphrey, Inc.

By:	/s/ Robert Nordlinger
	Name:	Robert Nordlinger
	Title:	Director

Signature Page to Underwriting Agreement

SCHEDULE I

Filed Pursuant to Rule 433

Registration No. 333-197967

March 9, 2015

Spectra Energy Partners, LP

Pricing Term Sheet

$500,000,000 3.50% Notes due 2025

$500,000,000 4.50% Notes due 2045


Issuer:	Spectra Energy Partners, LP

Security Type:	Senior Unsecured Notes

Pricing Date:	March 9, 2015

Settlement Date: (T+3)	March 12, 2015

	3.50% Notes due 2025	4.50% Notes due 2045

Maturity Date:	March 15, 2025	March 15, 2045

Principal Amount:	$500,000,000	$500,000,000

Benchmark:	2.00% due February 15, 2025	3.00% due November 15, 2044

Benchmark Price / Yield:	98-07 / 2.200%	104-02⁺ / 2.797%

Spread to Benchmark:	+ 135 bps	+ 175 bps

Yield to Maturity:	3.550%	4.547%

Coupon:	3.50%	4.50%

Public Offering Price:	99.582%	99.234%

Interest Payment Dates:	March 15 and September 15, commencing September 15, 2015	March 15 and September 15, commencing September 15, 2015

Make-whole Premium:	+ 20 bps	+ 25 bps

CUSIP / ISIN:	84756N AF6 / US84756NAF69	84756N AG4 / US84756NAG43

Denominations:	$2,000 x $1,000

Joint Book-running Managers:	J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated SunTrust Robinson Humphrey, Inc. Mitsubishi UFJ Securities (USA), Inc. RBS Securities Inc.

Co-Managers:	Deutsche Bank Securities Inc. KeyBanc Capital Markets Inc. SMBC Nikko Securities America, Inc.

The issuer has filed a registration statement (including a preliminary prospectus supplement and a prospectus) and a prospectus supplement with the U.S. Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus supplement for this offering, the issuer’s prospectus in that registration statement and any other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by searching the SEC online data base (EDGAR) on the SEC web site at

I-1

http://www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by calling J.P. Morgan Securities LLC at (212) 834-4533, Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1-800-294-1322 or SunTrust Robinson Humphrey , Inc. toll-free at 1-800-685-4786.

I-2

SCHEDULE II


Underwriter	Principal Amount of 2025 Notes to be Purchased		Principal Amount of 2045 Notes to be Purchased
J.P. Morgan Securities LLC	$	100,000,000	$	100,000,000

Merrill Lynch, Pierce, Fenner & Smith Incorporated		100,000,000		100,000,000

SunTrust Robinson Humphrey, Inc.		100,000,000		100,000,000

Mitsubishi UFJ Securities (USA), Inc.		62,500,000		62,500,000

RBS Securities Inc.		62,500,000		62,500,000

Deutsche Bank Securities Inc.		25,000,000		25,000,000

KeyBanc Capital Markets Inc.		25,000,000		25,000,000

SMBC Nikko Securities America, Inc.		25,000,000		25,000,000

Total	$	500,000,000	$	500,000,000

II-1

EXHIBIT A

Jurisdiction of Organization


Entity		Jurisdiction of Organization
3268126 Nova Scotia Company		Nova Scotia
Algonquin Gas Transmission, LLC		Delaware
Big Sandy Pipeline, LLC		Delaware
Copiah Storage, LLC		Delaware
DCP Sand Hills Interstate Pipeline, LLC		Delaware
DCP Sand Hills Pipeline, LLC		Delaware
DCP Southern Hills Intrastate Pipeline, LLC		Delaware
DCP Southern Hills Pipeline, LLC		Delaware
East Tennessee Natural Gas, LLC		Tennessee
Egan Hub Storage, LLC		Delaware
Express Holdings (Canada) Limited Partnership		Manitoba
Express Holdings (USA), LLC		Delaware
Express Pipeline Limited Partnership		Alberta
Express Pipeline LLC		Delaware
Express Pipeline Ltd.		Canada
Gulfstream Management & Operating Services, L.L.C.		Delaware
Gulfstream Natural Gas System, L.L.C.		Delaware
Highland Pipeline Leasing, LLC		Delaware
Islander East Pipeline Company, L.L.C.		Delaware
M&N Management Company, LLC		Delaware
M&N Operating Company, LLC		Delaware
Maritimes & Northeast Pipeline, L.L.C.		Delaware
Market Hub Partners Holding		Delaware
Moss Bluff Hub, LLC		Delaware
NEXUS Gas Transmission, LLC		Delaware
Ozark Gas Gathering, L.L.C.		Oklahoma
Ozark Gas Transmission, L.L.C.		Oklahoma
Platte Pipe Line Company, LLC		Delaware
Port Barre Investments, LLC (d/b/a Bobcat Gas Storage)		Delaware
Sabal Trail Management, LLC		Delaware
Sabal Trail Transmission, LLC		Delaware
Saltville Gas Storage Company L.L.C.		Virginia
SESH Capital, LLC		Delaware
SESH Sub Inc.		Delaware

A-1


Entity		Jurisdiction of Organization
Southeast Supply Header, LLC		Delaware
Spectra Energy Administrative Services, LLC		Delaware
Spectra Energy Aerial Patrol, LLC		Delaware
Spectra Energy County Line, LLC		Delaware
Spectra Energy Express (Canada) Holding, ULC		Nova Scotia
Spectra Energy Express (US) Restructure Co., ULC		Nova Scotia
Spectra Energy Islander East Pipeline Company, L.L.C.		Delaware
Spectra Energy MHP Holding, LLC		Delaware
Spectra Energy NEXUS Management, LLC		Delaware
Spectra Energy Partners Atlantic Region NewCo, LLC		Delaware
Spectra Energy Partners Canada Holding, S.à r.l.		Luxembourg
Spectra Energy Partners (DE) GP, LP		Delaware
Spectra Energy Partners GP, LLC		Delaware
Spectra Energy Partners, LP		Delaware
Spectra Energy Partners MHP Holding, LLC		Delaware
Spectra Energy Partners Sabal Trail Transmission, LLC		Delaware
Spectra Energy Sand Hills Holding, LLC		Delaware
Spectra Energy Southeast MHP Holding, LLC		Delaware
Spectra Energy Southeast Services, LLC		Delaware
Spectra Energy Southern Hills Holding, LLC		Delaware
Spectra Energy Transmission II, LLC		Delaware
Spectra Energy Transmission Resources, LLC		Delaware
Spectra Energy Transmission Services, LLC		Delaware
Spectra NEXUS Gas Transmission, LLC		Delaware
Steckman Ridge GP, LLC		Delaware
Steckman Ridge, LP		Delaware
Texas Eastern Communications, LLC		Delaware
Texas Eastern Terminal Co, LLC		Delaware
Texas Eastern Transmission, LP		Delaware
Valley Crossing Pipeline, LLC		Delaware
Westcoast Energy (U.S.) LLC		Delaware

A-2

EXHIBIT B

OWNERSHIP OF PARTNERSHIP ENTITIES


Partnership Entity:	Equity owned of record by:

3268126 Nova Scotia Company	•	100% of membership interests owned by Spectra Energy Express (Canada) Holding, ULC

Algonquin Gas Transmission, LLC	•	100% of membership interests owned by Spectra Energy Transmission II, LLC

Big Sandy Pipeline, LLC	•	100% of membership interests owned by the Partnership

Copiah Storage, LLC	•	100% of membership interests owned by Spectra Energy Transmission II, LLC

DCP Sand Hills Interstate Pipeline, LLC	•	100% of membership interests owned by DCP Sand Hills Pipeline, LLC

DCP Sand Hills Pipeline, LLC	•	33.335% of membership interests owned by Spectra Energy Sand Hills Holding, LLC

DCP Southern Hills Intrastate Pipeline, LLC	•	100% of membership interests owned by DCP Southern Hills Pipeline, LLC

DCP Southern Hills Pipeline, LLC	•	33.335% of membership interests owned by Spectra Energy Southern Hills Holding, LLC

East Tennessee Natural Gas, LLC	•	100% of membership interests owned by the Partnership

Egan Hub Storage, LLC	•	100% of membership interests owned by Market Hub Partners Holding

Express Holdings (Canada) Limited Partnership	•	100% limited partner interest owned by Spectra Energy Express (Canada) Holding, ULC

	•	General partner interest owned by 3268126 Nova Scotia Company

Express Holdings (USA), LLC	•	100% of membership interests owned by the Partnership

Express Pipeline Limited Partnership	•	99.9% limited partner interest owned by Express Holdings (Canada) Limited Partnership

	•	0.1% general partner interest owned by Express Pipeline Ltd.

Express Pipeline LLC	•	100% of membership interests owned by Express Holdings (USA), LLC

Express Pipeline Ltd.	•	100% interest owned by 3268126 Nova Scotia Company

Gulfstream Management & Operating Services, L.L.C.	•	50.0% of membership interests owned by Spectra Energy Transmission II, LLC

Gulfstream Natural Gas System, L.L.C.	•	50.0% of membership interests owned by the Partnership

Highland Pipeline Leasing, LLC	•	100% of membership interests owned by Ozark Gas Transmission, L.L.C.

Islander East Pipeline Company, L.L.C.	•	50.0% of membership interests owned by Spectra Energy Islander East Pipeline Company, LLC

B-1


Partnership Entity:	Equity owned of record by:

M&N Management Company, LLC	•	100% of membership interests owned by Spectra Energy Transmission II, LLC

M&N Operating Company, LLC	•	100% of membership interests owned by Spectra Energy Transmission II, LLC

Maritimes & Northeast Pipeline, L.L.C.	•	38.76% of membership interests owned by Westcoast Energy (U.S.) LLC

	•	38.77% of membership interests owned by M&N Management Company, LLC

Market Hub Partners Holding	•	50% of partnership interests owned by Spectra Energy Partners MHP Holding, LLC

	•	48% of partnership interests owned by Spectra Energy MHP Holding, LLC

	•	2% of partnership interests owned by Spectra Energy Southeast MHP Holding, LLC

Moss Bluff Hub, LLC	•	100% of membership interests owned by Market Hub Partners Holding

NEXUS Gas Transmission, LLC	•	100% of membership interests owned by Spectra Energy Transmission II, LLC

Ozark Gas Gathering, L.L.C.	•	100% of membership interests owned by the Partnership

Ozark Gas Transmission, L.L.C.	•	100% of membership interests owned by the Partnership

Platte Pipe Line Company, LLC	•	100% of membership interests owned by Express Holdings (USA), LLC

Port Barre Investments, LLC (d/b/a Bobcat Gas Storage)	•	100% of membership interests owned by Spectra Energy Transmission II, LLC

Sabal Trail Management, LLC	•	100% of membership interests owned by Spectra Energy Transmission II, LLC

Sabal Trail Transmission, LLC	•	67.0% of membership interests owned by Spectra Energy Partners Sabal Trail Transmission, LLC

Saltville Gas Storage Company L.L.C.	•	100% of membership interests owned by the Partnership

SESH Capital, LLC	•	1.0% of membership interests owned by SESH Sub Inc.

	•	99.0% of membership interests owned by Southeast Supply Header, LLC

SESH Sub Inc.	•	100% of common stock owned by Southeast Supply Header, LLC

Southeast Supply Header, LLC	•	49.9% of membership interests owned by the Partnership

Spectra Energy Administrative Services, LLC	•	100% of membership interests owned by Spectra Energy Transmission II, LLC

Spectra Energy Aerial Patrol, LLC	•	100% of membership interests owned by Spectra Energy Transmission II, LLC

B-2


Partnership Entity:	Equity owned of record by:

Spectra Energy County Line, LLC	•	100% of membership interests owned by Spectra Energy Transmission II, LLC

Spectra Energy Express (Canada) Holding, ULC	•	100% of membership interests owned by Spectra Energy Partners Canada Holding, S.à r.l.

Spectra Energy Express (US) Restructure Co. ULC	•	100% of membership interests owned by Express Holdings (USA), LLC

Spectra Energy Islander East Pipeline Company, L.L.C.	•	100% of membership interests owned by Spectra Energy Transmission II, LLC

Spectra Energy MHP Holding, LLC	•	100% of membership interests owned by Spectra Energy Transmission II, LLC

Spectra Energy NEXUS Management, LLC	•	100% of membership interests owned by Spectra Energy Transmission II, LLC

Spectra Energy Partners Atlantic Region NewCo, LLC	•	100% of membership interests owned by the Partnership

Spectra Energy Partners Canada Holding, S.à r.l.	•	100% of membership interests owned by the Partnership

Spectra Energy Partners (DE) GP, LP	•	1% general partner interest owned by GP LLC

	•	99% limited partner interest owned by Spectra Energy Southeast Pipeline Corporation

Spectra Energy Partners GP, LLC	•	100% of membership interests owned by Spectra Energy Southeast Pipeline Corporation

Spectra Energy Partners, LP	•	2% general partner interest owned by the General Partner represented by 6,017,649 General Partner Units

	•	All Incentive Distribution Rights owned by the General Partner

	•	53.9% limited partner interest owned by Spectra Energy Transmission, LLC, represented by 158,980,529 Common Units

	•	2.9% limited partner interest owned by Spectra Energy Southeast Supply Header, LLC represented by 8,684,215 Common Units

	•	0.7% limited partner interest owned by Spectra Energy Sabal Trail Transmission, LLC represented by 2,175,649 Common Units

	•	24.3% limited partner interest owned by the General Partner represented by 71,778,141 Common Units

	•	18.1% limited partner interest owned by public unitholders, represented by 53,246,289 Common Units

Spectra Energy Partners MHP Holding, LLC	•	100% of membership interests owned by the Partnership

Spectra Energy Partners Sabal Trail Transmission, LLC	•	100% of membership interests owned by the Partnership

Spectra Energy Sand Hills Holding, LLC	•	100% of membership interests owned by the Partnership

Spectra Energy Southeast MHP Holding, LLC	•	100% of membership interests owned by the Partnership

Spectra Energy Southeast Services, LLC	•	100% of membership interests owned by Texas Eastern Transmission, LP

B-3


Partnership Entity:	Equity owned of record by:

Spectra Energy Southern Hills Holding, LLC	•	100% of membership interests owned by the Partnership

Spectra Energy Transmission II, LLC	•	100% of membership interests owned by the Partnership

Spectra Energy Transmission Resources, LLC	•	100% of membership interests owned by Spectra Energy Transmission II, LLC

Spectra Energy Transmission Services, LLC	•	100% of membership interests owned by Spectra Energy Transmission II, LLC

Spectra NEXUS Gas Transmission, LLC	•	100% of membership interests owned by Spectra Energy Transmission II, LLC

Steckman Ridge GP, LLC	•	50.0% of membership interests owned by Spectra Energy Transmission Services, LLC

Steckman Ridge, LP	•	49.5% limited partner interest owned by Spectra Energy Transmission Resources, LLC

	•	1% general partner interest owned by Steckman Ridge GP, LLC

Texas Eastern Communications, LLC	•	100% of membership interests owned by Texas Eastern Transmission, LP

Texas Eastern Terminal Co, LLC	•	100% of membership interests owned by Texas Eastern Transmission, LP

Texas Eastern Transmission, LP	•	99.0% limited partner interest owned by Spectra Energy Transmission Resources, LLC

	•	1.0% general partner interest owned by Spectra Energy Transmission Services, LLC

Valley Crossing Pipeline, LLC	•	100% of membership interests owned by Spectra Energy Transmission II, LLC

Westcoast Energy (U.S.) LLC	•	100% of membership interests owned by the Partnership

B-4

EXHIBIT C

Organizational Agreements of:

DCP Sand Hills Pipeline, LLC

DCP Southern Hills Pipeline, LLC

Gulfstream Management & Operating Services, L.L.C.

Islander East Pipeline Company, LLC

Sabal Trail Transmission, LLC

Southeast Supply Header, LLC

Steckman Ridge GP, LLC

Steckman Ridge, LP

Maritimes & Northeast Pipeline, L.L.C.

Spectra Energy Partners (DE) GP, LP

Gulfstream Natural Gas System L.L.C.

C-1

EXHIBIT D


Organizational Agreement of:		Section
Gulfstream Natural Gas System, L.L.C.		4.06
Sabal Trail Transmission, LLC		4.06
Southeast Supply Header, LLC		4.06
Steckman Ridge GP, LLC		4.06
Steckman Ridge, LP		4.06

D-1

EXHIBIT E


Organizational Agreement of:		Section
Express Pipeline LLC		8.2
Market Hub Partners Holding		3.03
DCP Sand Hills Pipeline, LLC		5.1 and 5.2
DCP Southern Hills Pipeline, LLC		5.1 and 5.2
Gulfstream Management & Operating Services, L.L.C.		3.03
Islander East Pipeline Company, L.L.C.		3.03
Sabal Trail Transmission, LLC		3.03
Southeast Supply Header, LLC		3.03
Steckman Ridge GP, LLC		3.03
Steckman Ridge, LP		3.03
Texas Eastern Transmission, LP		7.1

E-1

EXHIBIT F

JURISDICTION OF ORGANIZATION


Entity		Jurisdiction of Organization
3268126 Nova Scotia Company		Nova Scotia
East Tennessee Natural Gas, LLC		Tennessee
Express Holdings (Canada) Limited Partnership		Manitoba
Express Pipeline Limited Partnership		Alberta
Express Pipeline Ltd.		Canada
Ozark Gas Gathering, L.L.C.		Oklahoma
Ozark Gas Transmission, L.L.C.		Oklahoma
Saltville Gas Storage Company L.L.C.		Virginia
Spectra Energy Express (Canada) Holding, ULC		Nova Scotia
Spectra Energy Express (US) Restructure Co. ULC		Nova Scotia
Spectra Energy Partners Canada Holding, S.à r.l.		Luxembourg

F-1

Exhibit 4.3

SPECTRA ENERGY PARTNERS, LP

as Issuer

and

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Trustee

FOURTH

SUPPLEMENTAL

INDENTURE

Dated as of March 12, 2015

$500,000,000

3.50% SENIOR NOTES DUE 2025

$500,000,000

4.50% SENIOR NOTES DUE 2045

TABLE OF CONTENTS


		Page

ARTICLE I ESTABLISHMENT			2

Section 1.01.	Establishment.		2

ARTICLE II DEFINITIONS AND INCORPORATION BY REFERENCE			3

Section 2.01.	Definitions.		3
Section 2.02.	Other Definitions.		5

ARTICLE III THE NOTES			5

Section 3.01.	Form.		5
Section 3.02.	Issuance of Additional Notes.		5

ARTICLE IV REDEMPTION AND PREPAYMENT			5

Section 4.01.	Optional Redemption.		5

ARTICLE V COVENANTS			6

Section 5.01.	Limitations on Liens.		6
Section 5.02.	Restriction of Sale-Leaseback Transactions.		8

ARTICLE VI SATISFACTION AND DISCHARGE DEFEASANCE			9

Section 6.01.	Satisfaction and Discharge Defeasance.		9
Section 6.02.	Covenant Defeasance.		9

ARTICLE VII MISCELLANEOUS			9

Section 7.01.	Integral Part.		9
Section 7.02.	Adoption, Ratification and Confirmation.		9
Section 7.03.	Counterparts.		9
Section 7.04.	The Trustee.		10
Section 7.05.	Governing Law.		10

EXHIBIT A: Form of Note

THIS FOURTH SUPPLEMENTAL INDENTURE dated as of March 12, 2015 (this “Supplemental Indenture”) between SPECTRA ENERGY PARTNERS, LP, a Delaware limited partnership (the “Partnership”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”),

WITNESSETH

WHEREAS, the Partnership has heretofore entered into an Indenture, dated as of June 9, 2011 (the “Original Indenture”), with Wells Fargo Bank, National Association, as trustee, as supplemented by the Third Supplemental Indenture, dated as of June 30, 2014 (the “Third Supplemental Indenture” and, together with the Original Indenture, the “Base Indenture”);

WHEREAS, the Base Indenture, as supplemented by this Supplemental Indenture, is herein called the “Indenture;”

WHEREAS, a new series of Debt Securities may at any time be established in accordance with the provisions of the Base Indenture, and the form and terms of such series may be established by a supplemental indenture executed by the Partnership and the Trustee;

WHEREAS, the Partnership proposes to establish via this Supplemental Indenture two new series of Debt Securities; and

WHEREAS, all conditions necessary to authorize the execution and delivery of this Supplemental Indenture and to make it a valid and binding obligation of the Partnership have been done or performed.

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

ESTABLISHMENT

Section 1.01.

Establishment.

(a) There are hereby established two new series of Debt Securities to be issued under the Indenture, to be designated as the Partnership’s 3.50% Senior Notes due 2025 (the “2025 Notes”) and its 4.50% Senior Notes due 2045 (the “2045 Notes” and, together with the 2025 Notes, the “Notes”).

(b) There are to be authenticated and delivered under the Indenture (i) $500,000,000 aggregate principal amount of the 2025 Notes and (ii) $500,000,000 aggregate principal amount of the 2045 Notes on the date hereof, and from time to time thereafter there may be authenticated and delivered an unlimited principal amount of Additional Notes of any series of Notes.

(c) The Depositary with respect to each series of the Notes shall be The Depository Trust Company (“DTC”). As permitted by Section 2.15(c)(iii) of the Base Indenture, the Depositary shall surrender the Global Security representing each series of Notes in exchange for individual Notes of such series in definitive form if an Event of Default with respect to such Notes has occurred and is continuing, and the Depositary requests the issuance of such Notes in definitive form.

(d) Each Note shall be dated the date of authentication thereof and shall bear interest from March 12, 2015 or from the most recent date to which interest has been paid or duly provided for.

(e) No series of Notes shall be entitled to the benefits of any Guarantee pursuant to Article XIV of the Base Indenture.

(f) If and to the extent that the provisions of the Base Indenture are duplicative of, or in contradiction with, the provisions of this Supplemental Indenture, the provisions of this Supplemental Indenture shall govern.

ARTICLE II

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 2.01.

Definitions.

All capitalized terms used herein and not otherwise defined below shall have the meanings ascribed thereto in the Base Indenture. The following are additional definitions used in this Supplemental Indenture:

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the applicable series of Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes; provided, however, that if no maturity is within three months before or after the maturity date for such Notes, yields for the two published maturities most closely corresponding to such United States Treasury security shall be determined and the Treasury Rate shall be interpolated or extrapolated from those yields on a straight line basis rounding to the nearest month.

“Comparable Treasury Price” means, with respect to any Redemption Date for Notes, (1) the average of four Reference Treasury Dealer Quotations for such Redemption Date after excluding the highest and lowest of all of the Reference Treasury Dealer Quotations or (2) if the Quotation Agent obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“Consolidated Net Tangible Assets” means, at any date of determination, the total amount of consolidated assets of the Partnership and its Subsidiaries after deducting therefrom (1) all current liabilities (excluding (a) any current liabilities that by their terms are extendable or renewable at the option of the obligor thereon to a time more than 12 months after the time as of

which the amount thereof is being computed and (b) current maturities of long-term debt), and (2) the value (net of any applicable reserves) of all goodwill, trade names, trademarks, patents and other like intangible assets, all as set forth, or on a pro forma basis would be set forth, on the consolidated balance sheet of the Partnership and its Subsidiaries for the most recently completed fiscal quarter, prepared in accordance with GAAP.

“Principal Property” means, whether currently owned or leased or subsequently acquired, any pipeline, gathering system, terminal, storage facility, processing plant or other plant or facility located in the United States of America or any territory or political subdivision thereof owned or leased by the Partnership or any of its Subsidiaries and used in transporting, distributing, terminalling, gathering, treating, processing, marketing or storing natural gas, natural gas liquids or other hydrocarbons, except (1) any property or asset consisting of inventories, furniture, office fixtures and equipment (including data processing equipment), vehicles and equipment used on, or useful with, vehicles (but excluding vehicles that generate transportation revenues) and (2) any such pipeline or other plant or facility that, in the good faith opinion of the Board of Directors as evidenced by resolutions of the Board of Directors, is not material in relation to the activities of the Partnership and its Subsidiaries, taken as a whole.

“Principal Subsidiary” means any of the Partnership’s Subsidiaries that owns or leases, directly or indirectly, a Principal Property.

“Quotation Agent” means the Reference Treasury Dealer appointed by the Partnership.

“Reference Treasury Dealer” means (i) J.P. Morgan Securities LLC and its successors; (ii) Merrill Lynch, Pierce, Fenner & Smith Incorporated and its successors; (iii) one U.S. government securities dealer in New York, New York (a “Primary Treasury Dealer”) selected by SunTrust Robinson Humphrey, Inc. and its successors; and (iv) one Primary Treasury Dealer selected by the Partnership; provided, however, that if any such Person shall cease to be a Primary Treasury Dealer, the Partnership shall substitute therefor another Primary Treasury Dealer.

“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding the Redemption Date.

“Sale-Leaseback Transaction” means the sale or transfer by the Partnership or any Principal Subsidiary of any Principal Property to a Person (other than the Partnership or a Principal Subsidiary) and the taking back by the Partnership or any Principal Subsidiary, as the case may be, of a lease of such Principal Property.

“Treasury Rate” means, with respect to any Redemption Date, the rate per year equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Partnership shall calculate the Treasury Rate on the third Business Day preceding any Redemption Date and notify the Trustee in writing of the Treasury Rate prior to the redemption.

Section 2.02.

Other Definitions.


TERM		DEFINED IN SECTION
Additional Notes		3.02
Base Indenture		Recitals
DTC		1.01(c)
Indenture		Recitals
Notes		1.01(a)
2025 Notes		1.01(a)
2045 Notes		1.01(a)
Partnership		Preamble
Supplemental Indenture		Preamble
Trustee		Preamble

ARTICLE III

THE NOTES

Section 3.01.

Form.

The Notes of each series shall be issued initially in the form of one Global Security. The Notes will be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Notes and Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto, the terms of which are incorporated in and made a part of this Supplemental Indenture, and the Partnership and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Section 3.02.

Issuance of Additional Notes.

The Partnership may, from time to time, without notice to or the consent of the Holders of the Notes or the Trustee, increase the principal amount of a series of the Notes by issuing additional Notes (“Additional Notes”) of that series. Any Additional Notes so issued will have the same interest rate, maturity and other terms (other than the date of issuance and, under certain circumstances, the date from which interest thereon will begin to accrue and the initial interest payment date), and will carry the same right to receive accrued and unpaid interest, as the Notes of that series that were previously issued, and such Additional Notes will form a single series with such Notes for all purposes under the Indenture.

ARTICLE IV

REDEMPTION AND PREPAYMENT

Section 4.01.

Optional Redemption.

(a) The Partnership may redeem the Notes of any series, in whole or in part, at any time before December 15, 2024 with respect to the 2025 Notes or September 15, 2044 with respect to the 2045 Notes at a redemption price equal to the greater of (1) 100% of the principal

amount of the Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on such Notes (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points in the case of the 2025 Notes and 25 basis points in the case of the 2045 Notes, plus, in each case, accrued and unpaid interest, if any, on the principal amount being redeemed to such Redemption Date. On or after the applicable date described in the first sentence of this paragraph, the Notes of that series shall be redeemable, at the Partnership’s option, at any time in whole, or from time to time in part, at a price equal to 100% of the principal amount of the Notes to be redeemed plus accrued interest on the Notes to be redeemed to the Redemption Date.

(b) If fewer than all of the Notes of a series are to be redeemed at any time, such Notes shall be selected for redemption not more than 60 days prior to the Redemption Date and such selection shall be made by the Trustee on a pro rata basis, by lot or by such other method as the Trustee deems appropriate (or, in the case of Notes represented by a Global Security, by such method as the Depositary may require); provided, that no partial redemption of any Note will occur if such redemption would reduce the principal amount of such Note to less than $2,000. Notices of redemption with respect to the Notes shall be mailed by first class mail at least 30 but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at the address of such Holder as shown on the Debt Security Registrar with respect to such Notes; provided, however, that such notice may be given more than 60 days prior to the Redemption Date if the notice is given in connection with a satisfaction and discharge of the Indenture with respect to the Notes to be redeemed as provided in Section 11.01(a) of the Base Indenture.

(c) The provisions of Article III of the Base Indenture shall apply to any optional redemption of the Notes except to the extent such provisions conflict with the foregoing.

(d) The Partnership may at any time and from time to time repurchase Notes in the open market or otherwise. Any such repurchase shall not operate as or be deemed for any purpose to be a redemption of the indebtedness represented by such Notes.

ARTICLE V

COVENANTS

The following covenants, in addition to the covenants set forth in Article IV of the Base Indenture, shall apply to the Notes:

Section 5.01.

Limitations on Liens.

While any of the Notes remain outstanding, the Partnership shall not, and shall not permit any of its Principal Subsidiaries to, create, or permit to be created or to exist, any Lien upon any Principal Property of the Partnership or any of its Principal Subsidiaries, or upon any equity interests of any Principal Subsidiary, whether such Principal Property is, or equity interests are, owned on or acquired after the date of the Indenture, to secure any Debt, unless the Notes then outstanding are equally and ratably secured by such Lien for so long as any such Debt is so secured, other than:

(a) purchase money mortgages, or other purchase money Liens of any kind upon property acquired by the Partnership or any Principal Subsidiary after the date of the Indenture, or Liens of any kind existing on any property or any equity interests at the time of the acquisition thereof (including Liens that exist on any property or any equity interests of a Person that is consolidated with or merged with or into the Partnership or any Principal Subsidiary or that transfers or leases all or substantially all of its properties or assets to the Partnership or any Principal Subsidiary), or conditional sales agreements or other title retention agreements and leases in the nature of title retention agreements with respect to any property hereafter acquired, so long as no such Lien shall extend to or cover any other property of the Partnership or such Principal Subsidiary;

(b) Liens upon any property of the Partnership or any Principal Subsidiary or any equity interests of any Principal Subsidiary existing as of the date of the initial issuance of the Notes or upon the property or any equity interests of any entity, which Liens existed at the time such entity became a Subsidiary of the Partnership;

(c) pledges or deposits to secure: (i) any governmental charges or levies; (ii) obligations under workers’ compensation laws, unemployment insurance and other social security legislation; (iii) performance in connection with bids, tenders, contracts (other than contracts for the payment of money) or leases to which the Partnership or any Principal Subsidiary is a party; (iv) public or statutory obligations of the Partnership or any Principal Subsidiary; and (v) surety, stay, appeal, indemnity, customs, performance or return-of-money bonds or pledges or deposits in lieu thereof;

(d) Liens created by or resulting from any litigation or proceeding that at the time is being contested in good faith by appropriate proceedings, including Liens relating to judgments thereunder as to which the Partnership or any Principal Subsidiary has not exhausted its appellate rights;

(e) Liens on deposits required by any Person with whom the Partnership or any Principal Subsidiary enters into forward contracts, futures contracts, swap agreements or other commodities contracts in the ordinary course of business and in accordance with established risk management policies and Liens in connection with leases (other than capital leases) made, or existing on property acquired, in the ordinary course of business;

(f) easements (including, without limitation, reciprocal easement agreements and utility agreements), zoning restrictions, rights-of-way, covenants, consents, reservations, encroachments, variations and other restrictions on the use of property or minor irregularities in title thereto, charges or encumbrances (whether or not recorded) affecting the use of real property and which are incidental to, and do not materially impair the use of such property in the operation of the business of the Partnership and its Subsidiaries, taken as a whole, or the value of such property for the purpose of such business;

(g) Liens in favor of the United States of America, any State, any foreign country or any department, agency or instrumentality or political subdivision of any such jurisdiction, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Debt incurred for the purpose of financing all or any part of the purchase price or the cost of constructing or improving the property subject to such Liens, including, without limitation, Liens to secure Debt of the pollution control or industrial revenue bond type;

(h) Liens of any kind upon any property acquired, constructed, developed or improved by the Partnership or any Principal Subsidiary (whether alone or in association with others) after the date of the Indenture that are created prior to, at the time of, or within 12 months after such acquisition (or in the case of property constructed, developed or improved, after the completion of such construction, development or improvement and commencement of full commercial operation of such property, whichever is later) to secure or provide for the payment of any part of the purchase price or cost thereof; provided that in the case of such construction, development or improvement the Liens shall not apply to any property theretofore owned by the Partnership or any Principal Subsidiary other than theretofore unimproved real property;

(i) Liens in favor of the Partnership, one or more Principal Subsidiaries, one or more wholly-owned Subsidiaries of the Partnership or any of the foregoing in combination;

(j) the replacement, extension or renewal (or successive replacements, extensions or renewals), as a whole or in part, of any Lien, or of any agreement, referred to in the clauses above, or the replacement, extension or renewal of the Debt secured thereby (not exceeding the principal amount of Debt secured thereby, other than to provide for the payment of any underwriting or other fees related to any such replacement, extension or renewal, as well as any premiums owed on and accrued and unpaid interest payable in connection with any such replacement, extension or renewal); provided that such replacement, extension or renewal is limited to all or a part of the same property that secured the Lien replaced, extended or renewed (plus improvements thereon or additions or accessions thereto); or

(k) any Lien not excepted by the foregoing clauses; provided that immediately after the creation or assumption of such Lien the aggregate principal amount of Debt of the Partnership or any Principal Subsidiary secured by all Liens created or assumed under the provisions of this clause, together with all net sale proceeds from any Sale-Leaseback Transactions (reduced by the amounts applied pursuant to 5.02(a) and 5.02(c)(1)) shall not exceed an amount equal to 15% of the Consolidated Net Tangible Assets for the fiscal quarter that was most recently completed prior to the creation or assumption of such Lien.

Notwithstanding the foregoing, for purposes of making the calculation set forth in clause (k) of the preceding paragraph with respect to any such secured Debt of a non-wholly-owned Principal Subsidiary of the Partnership with no recourse to the Partnership or any wholly-owned Principal Subsidiary thereof, only that portion of the aggregate principal amount of such secured Debt reflecting the Partnership’s pro rata ownership interest in such non-wholly-owned Principal Subsidiary shall be included in calculating compliance herewith.

Section 5.02.

Restriction of Sale-Leaseback Transactions.

While the Notes remain outstanding, the Partnership shall not and shall not permit any of its Principal Subsidiaries to, engage in a Sale-Leaseback Transaction, unless:

(a) the Sale-Leaseback Transaction occurs within one year from the date of acquisition of the relevant Principal Property or the date of the completion of construction or

commencement of full operations on such Principal Property, whichever is later, and the Partnership has elected to designate, as a credit against (but not exceeding) the purchase price or cost of construction of such Principal Property, an amount equal to all or a portion of the net sale proceeds from such Sale-Leaseback Transaction (with any such amount not being so designated to be applied as set forth in clause (c) below);

(b) the Partnership or such Principal Subsidiary would be entitled to incur Debt secured by a Lien on the Principal Property subject to the Sale-Leaseback Transaction in a principal amount equal to or exceeding the net sale proceeds from such Sale-Leaseback Transaction without equally and ratably securing the Notes; or

(c) the Partnership or such Principal Subsidiary within a 270-day period after such Sale-Leaseback Transaction, applies or causes to be applied an amount not less than the net sale proceeds from such Sale-Leaseback Transaction to (1) the prepayment, repayment, redemption or retirement of any unsubordinated Debt of the Partnership or any of its Subsidiaries or (2) invest in another Principal Property.

ARTICLE VI

SATISFACTION AND DISCHARGE DEFEASANCE

Section 6.01.

Satisfaction and Discharge Defeasance.

The provisions of Article XI of the Base Indenture relating to both satisfaction and discharge and defeasance shall be applicable to each series of Notes.

Section 6.02.

Covenant Defeasance.

If the Partnership effects a covenant defeasance of the Notes pursuant to Sections 11.02(b) and 11.03 of the Base Indenture, the Partnership shall cease to have any obligation to comply with the covenants set forth in Sections 5.01 and 5.02 hereof.

ARTICLE VII

MISCELLANEOUS

Section 7.01.

Integral Part.

This Supplemental Indenture constitutes an integral part of the Indenture.

Section 7.02.

Adoption, Ratification and Confirmation.

The Base Indenture, as supplemented and amended by this Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed.

Section 7.03.

Counterparts.

This Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed an original; and all such counterparts shall together

constitute but one and the same instrument. Delivery of an executed counterpart of this Supplemental Indenture by facsimile or electronic transmission shall be equally as effective as delivery of an original executed counterpart of this Supplemental Indenture. Any party delivering an executed counterpart of this Supplemental Indenture by facsimile or electronic transmission also shall deliver an original executed counterpart of this Supplemental Indenture, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability and binding effect of this Supplemental Indenture.

Section 7.04.

The Trustee.

The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Partnership. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture or of the Notes, except that the Trustee represents that it is duly authorized to execute and deliver this Supplemental Indenture, authenticate the Notes and perform its obligations hereunder. The Trustee shall not be accountable for the use or application by the Partnership of any of the Notes or of the proceeds thereof.

Section 7.05.

Governing Law.

THIS SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the day and year first above written.


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/ J. Patrick Reddy
Name:		J. Patrick Reddy
Title:		Vice President and Chief Financial Officer

WELLS FARGO BANK, NATIONAL ASSOCIATION,
As Trustee

By:		/s/ Patrick Giordano
Name:		Patrick Giordano
Title:		Vice President

Signature Page to Fourth Supplemental Indenture

EXHIBIT A

(Form of Face of Note)


CUSIP [ ]		No.
ISIN [ ]		$

SPECTRA ENERGY PARTNERS, LP

[3.50% Senior Notes due 2025]

[4.50% Senior Notes due 2045]

Spectra Energy Partners, LP, a Delaware limited partnership, herein called the “Partnership”, which term includes any successor Person under the Indenture hereinafter referred to, promises to pay to , or registered assigns, the principal sum of Dollars [or such greater or lesser amount as may be endorsed on the Schedule attached hereto]¹ on [March 15, 2025][March 15, 2045].

Interest Payment Dates: March 15 and September 15

Record Dates: March 1 and September 1


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:

¹	To be included only if the Note is issued in global form.

A-1

TRUSTEE’S CERTIFICATE OF

AUTHENTICATION

This is one of the Debt Securities of the series designated therein referred to in the within-mentioned Indenture.


WELLS FARGO BANK, NATIONAL ASSOCIATION,
As Trustee

By:
		Authorized Signatory

A-2

[Form of Back of Note]

[3.50% Senior Notes due 2025]

[4.50% Senior Notes due 2045]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE PARTNERSHIP OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.]²

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1. Interest. The Partnership promises to pay interest on the principal amount of this Note at [3.50][4.50]% per annum from March 12, 2015 until maturity. The Partnership shall pay interest semi-annually on March 15 and September 15 of each such year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance. The first Interest Payment Date shall be September 15, 2015.

2. Method of Payment. The Partnership shall pay interest on the Notes of this series to the Persons who are registered Holders of Notes at the close of business on the March 1 or September 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.17 of the Base Indenture with respect to Defaulted Interest, and the Partnership shall pay principal (and premium, if any) of the Notes upon surrender thereof to the Trustee or a paying agent. The Notes shall be payable as to principal, premium, if any, and interest at the office or agency of the Trustee maintained for such purpose in New York, New York, or, at the option of the

²	To be included only if the Note is issued in global form.

A-1

Partnership, payment of interest may be made by check mailed to the Holders at their addresses set forth in the Debt Security Register of Holders, and provided that payment by wire transfer of immediately available funds shall be required with respect to principal of, and interest and premium, if any, on, each Global Security and all other Notes the Holders of which shall have provided wire transfer instructions to the Partnership or the paying agent prior to the applicable record date. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

3. Paying Agent and Registrar. Initially, Wells Fargo Bank, National Association, the Trustee under the Indenture, shall act as paying agent and Registrar. The Partnership may change any paying agent or Registrar without notice to any Holder. The Partnership or any of its Subsidiaries may act in any such capacity.

4. Indenture. The Partnership has issued the Notes under an Indenture dated as of June 9, 2011 (the “Original Indenture”), as supplemented by the Third Supplemental Indenture, dated as of June 30, 2014 (the “Third Supplemental Indenture” and, together with the Original Indenture, the “Base Indenture”), and by the Fourth Supplemental Indenture, dated as of March 12, 2015 (the “Supplemental Indenture”), between the Partnership and the Trustee. The Base Indenture, as supplemented by the Supplemental Indenture, is referred to herein as the “Indenture.” The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended. The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes of this series are obligations of the Partnership initially in aggregate principal amount of $500,000,000. The Partnership may issue an unlimited aggregate principal amount of Additional Notes under the Indenture. Any such Additional Notes that are actually issued shall be treated as issued and outstanding Notes (and as the same series as the initial Notes, with identical terms other than with respect to the issue date, the date of first payment of interest, if applicable, and the payment of interest accruing prior to the issue date) for all purposes of the Indenture, including waivers, amendments and redemptions.

5. Optional Redemption. The Partnership may redeem the Notes of this series, in whole or in part, at any time before [December 15, 2024] [September 15, 2044], at a redemption price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on such Notes (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus [20][25] basis points, plus, in either case, accrued and unpaid interest, if any, on the principal amount being redeemed to such Redemption Date. On or after [December 15, 2024] [September 15, 2044], the Notes of this series shall be redeemable, at the Partnership’s option, at any time in whole, or from time to time in part, at a price equal to 100% of the principal amount of the Notes to be redeemed plus accrued interest on the Notes to be redeemed to the Redemption Date.

A-2

For purposes of determining any redemption price, the following definitions shall apply:

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes; provided, however, that if no maturity is within three months before or after the maturity date for such Notes, yields for the two published maturities most closely corresponding to such United States Treasury security shall be determined and the Treasury Rate shall be interpolated or extrapolated from those yields on a straight line basis rounding to the nearest month.

“Comparable Treasury Price” means with respect to any Redemption Date for Notes, (1) the average of four Reference Treasury Dealer Quotations for such Redemption Date after excluding the highest and lowest of all of the Reference Treasury Dealer Quotations or (2) if the Quotation Agent obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“Quotation Agent” means the Reference Treasury Dealer appointed by the Partnership.

6. Notice of Redemption. Notice of redemption shall be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder whose Notes are to be redeemed at its registered address; provided, however, that such notice may be given more than 60 days prior to the Redemption Date if the notice is given in connection with a satisfaction and discharge of the Indenture with respect to the Notes to be redeemed as provided in Article XI of the Base Indenture. Unless the Partnership defaults in payment of the redemption price, on and after the Redemption Date interest ceases to accrue on Notes or portions thereof called for redemption.

A-3

7. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Partnership, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents, and the Partnership may require a Holder to pay any taxes, fees or other governmental charges that may be imposed in relation thereto. The Partnership need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Partnership need not exchange or register the transfer of any Notes in respect of which a notice of redemption has been given or for a period of 15 days before any mailing of notice of redemption.

8. Persons Deemed Owners. The registered Holder of a Note shall be treated as its owner for all purposes.

9. Amendment and Supplement. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented for any of the purposes set forth in Section 9.01 of the Base Indenture, including to cure any ambiguity, defect or inconsistency, to provide for the assumption of the Partnership’s obligations to Holders of the Notes in case of a merger or consolidation of the Partnership or the disposition of all or substantially all of the Partnership’s assets, to make any change that does not adversely affect the rights of any Holder of the Notes, to permit the qualification of the Indenture under the Trust Indenture Act, to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee or to establish the form or terms of any other series of Debt Securities.

10. Defaults and Remedies. Events of Default with respect to the Notes of this series are as follows: (i) default for 30 days in the payment when due of interest on the Notes; (ii) default in payment when due of principal of or premium, if any, on the Notes at maturity, upon redemption or otherwise; (iii) failure by the Partnership for 60 days after notice to comply with any of its other agreements in the Indenture; and (iv) certain events of bankruptcy or insolvency with respect to the Partnership. If any Event of Default occurs and is continuing, either the Trustee or the Holders of at least 25% in aggregate principal amount of the then Outstanding Notes of this series may declare all the Notes of this series to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Partnership, all Outstanding Notes of this series shall ipso facto become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then Outstanding Notes of this series may direct the Trustee in its exercise of any trust or power. If and so long as the board of directors, the executive committee or a trust committee of directors or Responsible Officers of the Trustee in good faith so determines, the Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal premium,

A-4

if any, or interest) if it determines that withholding notice is in their interests. The Holders of a majority in aggregate principal amount of the Notes of this series then Outstanding may on behalf of the Holders of all of the Notes of this series waive any past Default or Event of Default and its consequences, except a continuing Default or Event of Default in the payment of interest on, the principal of, or premium, if any, on the Notes of this series or except as otherwise specified in Section 6.06 of the Base Indenture. The Partnership is required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and the Partnership is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee an Officers’ Certificate specifying such Default or Event of Default.

11. Trustee Dealings with the Partnership. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Partnership or its Affiliates, and may otherwise deal with the Partnership or its Affiliates, as if it were not the Trustee.

12. No Recourse Against Others. The partners, directors, officers, employees, incorporators and members of the Partnership, as such, shall have no liability for any obligations of the Partnership under the Notes or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting a Note, each Holder shall waive and release all such liability. The waiver and release shall be part of the consideration for the issue of the Notes.

13. Authentication. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

14. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

15. CUSIP and ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Partnership has caused CUSIP and corresponding ISIN numbers to be printed on the Notes, and the Trustee may use CUSIP and corresponding ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Partnership shall furnish to any Holder upon written request and without charge copy of each of the Base Indenture and the Supplemental Indenture. Requests may be made to:

Spectra Energy Partners, LP

5400 Westheimer Court

Houston, Texas 77056

Attention: Treasurer

A-5

Assignment Form

To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint agent to transfer this Note on the books of the Partnership. The agent may substitute another to act for him.


Date


Your Signature:
		(Sign exactly as your name appears on the face of this Note)


Signature Guarantee:
		(Signature must be guaranteed by a financial institution that is a member of the Securities Transfer Agent Medallion Program (“STAMP”), the Stock Exchange Medallion Program (“SEMP”), the New York Stock Exchange, Inc. Medallion Signature Program (“MSP) or such other signature guarantee program as may be determined by the Registrar in addition to, or in substitution for, STAMP SEMP or MSP, all in accordance with the Securities Exchange Act of 1934 as amended.)

A-6

SCHEDULE OF INCREASES OR DECREASES IN THE GLOBAL NOTE³

The original principal amount of this Global Note is $ . The following increases or decreases in this Global Note have been made:


Date of Exchange	Amount of decrease in Principal Amount of this Global Note	Amount of increase in Principal Amount of this Global Note	Principal Amount of this Global Note following such decrease (or increase)	Signature of authorized signatory of Trustee or Note Custodian

³	To be included only if the Note is issued in global form.

A-7

Exhibit 5.1

Texas

New York

Washington, DC

Connecticut

Seattle

Dubai

London

Bracewell & Giuliani LLP

711 Louisiana Street

Suite 2300

Houston, Texas

77002-2770

713.223.2300 Office

713.221.1212 Fax

bgllp.com

March 12, 2015

Spectra Energy Partners, LP

5400 Westheimer Court

Houston, Texas 77056

Ladies and Gentlemen:

We have acted as special counsel for Spectra Energy Partners, LP, a Delaware limited partnership (the “Partnership”), in connection with the Partnership’s issuance of $500,000,000 aggregate principal amount of its 3.50% Senior Notes due 2025 (the “2025 Notes”) and $500,000,000 aggregate principal amount of its 4.50% Senior Notes due 2045 (the “2045 Notes” and, together with the 2045 Notes, the “Notes”), pursuant to (a) the Registration Statement on Form S-3 (Registration No. 333-197967) (the “Registration Statement”), which was filed by the Partnership with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), and (b) the related prospectus dated August 8, 2014, as supplemented by the prospectus supplement relating to the sale of the Notes dated March 9, 2015 (as so supplemented, the “Prospectus”), as filed by the Partnership with the Commission pursuant to Rule 424(b) under the Act. At your request, this opinion is being furnished to you for filing as Exhibit 5.1 to the Partnership’s Current Report on Form 8-K to be filed with the Commission on the date hereof (the “Form 8-K”).

The Notes are to be issued pursuant to the Indenture, dated as of June 9, 2011 (the “Base Indenture”), between the Partnership, as issuer, and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the Third Supplemental Indenture, dated as of June 30, 2014 (the “Third Supplemental Indenture”), and the Fourth Supplemental Indenture, dated as of March 12, 2015 (the “Fourth Supplemental Indenture” and, together with the Third Supplemental Indenture and the Base Indenture, the “Indenture”), between the Partnership and the Trustee. The terms of the Notes of each series (including the form of Note) have been established pursuant to resolutions adopted by the Board of Directors of Spectra Energy Partners GP, LLC, a Delaware limited liability company (“GP LLC”), the general partner of Spectra Energy Partners (DE) GP, LP, a Delaware limited partnership and the general partner of the Partnership (the “General Partner”).

We have examined originals, or copies certified or otherwise identified, of (i) the Partnership’s Certificate of Limited Partnership and Second Amended and Restated Agreement of Limited Partnership, in each case as amended to date; (ii) the Underwriting Agreement, dated March 9, 2015 (the “Underwriting Agreement”), among the Partnership, GP LLC, the General Partner and the several Underwriters named therein (the “Underwriters”), relating to the issuance and sale of the Notes; (iii) the Registration Statement and the Prospectus; (iv) the Base Indenture, the Third

LOGO

Spectra Energy Partners, LP

March 12, 2015

Page 2

Supplemental Indenture and the Fourth Supplemental Indenture; (v) certain resolutions of the Board of Directors of the General Partner and a Committee thereof as furnished to us by the Partnership; and (vi) certificates of public officials and of representatives of the Partnership and Spectra Energy Corp. We also have made such investigations of law and examined originals or copies of such other documents and records as we have deemed necessary and relevant as a basis for the opinions hereinafter expressed. In giving such opinions, we have relied upon certificates and representations of officers of the Partnership and the General Partner and Spectra Energy Corp., of governmental and public officials and of other sources believed by us to be responsible with respect to the accuracy of the material factual matters contained therein or covered thereby. We have assumed that the signatures on all documents examined by us are genuine, all documents submitted to us as originals are authentic and all documents submitted as certified or photostatic copies conform to the originals thereof.

Based on the foregoing, and subject to the qualifications, limitations and assumptions set forth herein, we are of the opinion that when the Notes have been duly executed, issued and delivered by the Partnership and the Notes have been authenticated and delivered by the Trustee in accordance with the terms of the Indenture and duly purchased and paid for by the Underwriters in accordance with the terms of the Underwriting Agreement, the Notes will constitute legal, valid and binding obligations of the Partnership, enforceable against the Partnership, in accordance with their terms, except as such enforcement is subject to (i) bankruptcy, fraudulent conveyance or transfer, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and (ii) the application of general principles of equity (regardless of whether considered in a proceeding at law or in equity) including, without limitation, (a) the possible unavailability of specific performance, injunctive relief or any other equitable remedy and (b) concepts of good faith, reasonableness, fair dealing and materiality.

We express no opinions concerning (a) the validity or enforceability of any provisions contained in the Indenture that purport to waive or not give effect to rights to notices, defenses, subrogation or other rights or benefits that cannot be effectively waived under applicable law, or (b) the enforceability of indemnification provisions to the extent they purport to relate to liabilities resulting from or based upon negligence or any violation of federal or state securities or blue sky laws.

The foregoing opinion is limited to the relevant contract law of the State of New York and the relevant federal law of the United States of America. We express no opinion with respect to the federal or state securities laws or blue sky laws of any jurisdiction, including the anti-fraud provisions of any such laws, or with respect to the law of any other jurisdiction. The opinion expressed herein is given as of the date hereof, and we undertake no, and hereby disclaim any, obligation to advise you of any change in any matter set forth herein.

LOGO

Spectra Energy Partners, LP

March 12, 2015

Page 3

We hereby consent to the filing of this opinion of counsel as an exhibit to the Form 8-K and to the reference to our Firm under the heading “Legal Matters” in the Prospectus. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Bracewell & Giuliani LLP

Bracewell & Giuliani LLP

Spectra Energy Partners, LP Common Units Representing Limited Partner Interests (delisted) (NYSE:SEP)
Historical Stock Chart
From Mar 2024 to Apr 2024

Click Here for more Spectra Energy Partners, LP Common Units Representing Limited Partner Interests (delisted) Charts.

Spectra Energy Partners, LP Common Units Representing Limited Partner Interests (delisted) (NYSE:SEP)
Historical Stock Chart
From Apr 2023 to Apr 2024

Market Data

News

Trading Tools

Markets

Discover

Hot Features

Follow Feed

Options Flow

Monitor

SEP Spectra Energy Partners, LP Common Units Representing Limited Partner Interests (delisted)

Latest SEP Messages

Loading Messages....

Spectra Energy Partners, Lp News

Loading Messages....

Your Recent History

Company

Business

Popular

Get The App

Trending Now

Toplists

Market Data

News

Trading Tools

Markets

Discover

Hot Features

Follow Feed

Options Flow

Monitor

SEP Spectra Energy Partners, LP Common Units Representing Limited Partner Interests (delisted)

Latest SEP Messages

Loading Messages....

Spectra Energy Partners, Lp News

Loading Messages....

Your Recent History

Company

Business

Popular

Get The App