Spectra Energy Corp. Sample Contracts

SPECTRA ENERGY CORP (A Delaware corporation) 12,800,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • December 17th, 2012 • Spectra Energy Corp. • Natural gas transmisison & distribution • New York

The undersigned hereby acknowledges and agrees that written notice of any extension of the Lock-Up Period pursuant to the previous paragraph will be delivered by the Representatives to the Company (in accordance with Section 12 of the Underwriting Agreement) and that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. The undersigned further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this lock-up agreement during the period from the date of this lock-up agreement to and including the 34th day following the expiration of the initial Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expired.

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SPECTRA ENERGY CORP (A Delaware corporation) 28,000,000 Shares of Common Stock PURCHASE AGREEMENT
Purchase Agreement • February 13th, 2009 • Spectra Energy Corp. • Natural gas transmisison & distribution • New York

Spectra Energy Corp, a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Morgan Stanley & Co. Incorporated and UBS Securities LLC and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, Morgan Stanley & Co. Incorporated and UBS Securities LLC are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.001 per share, of the Company (“Common Stock”) set forth in said Schedule A, and with respect to the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) he

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SPECTRA ENERGY CORP PHANTOM STOCK AWARD AGREEMENT
Phantom Stock Award Agreement • May 5th, 2016 • Spectra Energy Corp. • Natural gas transmisison & distribution • Delaware

This Phantom Stock Award Agreement (the “Agreement”) has been made as of , (the “Date of Grant”) between Spectra Energy Corp, a Delaware corporation, with its principal offices in Houston, Texas (the “Company”), and __________

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CHANGE IN CONTROL AGREEMENT (As Amended and Restated)
Change in Control Agreement • August 3rd, 2016 • Spectra Energy Corp. • Natural gas transmisison & distribution • Texas

THIS AGREEMENT (As Amended and Restated) (the “Agreement”), dated as of ________________ (the “Effective Date”), is made by and between SPECTRA ENERGY CORP, a Delaware corporation (the “Company”), and ________________________________ (the “Executive”).

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SPECTRA ENERGY CORP (A Delaware corporation) 14,000,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • April 8th, 2016 • Spectra Energy Corp. • Natural gas transmisison & distribution • New York
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SPECTRA ENERGY CORP PERFORMANCE AWARD AGREEMENT
Performance Award Agreement • May 9th, 2012 • Spectra Energy Corp. • Natural gas transmisison & distribution • Delaware

This Performance Award Agreement (the “Agreement”) has been made as of , (the “Date of Grant”) between Spectra Energy Corp, a Delaware Company, with its principal offices in Houston, Texas (the “Company”), and (the “Grantee”).

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SPECTRA ENERGY CORP PHANTOM STOCK AWARD AGREEMENT
Phantom Stock Award Agreement • May 8th, 2013 • Spectra Energy Corp. • Natural gas transmisison & distribution • Delaware

This Phantom Stock Award Agreement (the “Agreement”) has been made as of , (the “Date of Grant”) between Spectra Energy Corp, a Delaware corporation, with its principal offices in Houston, Texas (the “Company”), and (the “Grantee”).

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SPECTRA ENERGY CAPITAL, LLC Senior Notes due Fully and Unconditionally Guaranteed by SPECTRA ENERGY CORP UNDERWRITING AGREEMENT
Underwriting Agreement • April 30th, 2013 • Spectra Energy Corp. • Natural gas transmisison & distribution • New York

This is to confirm the agreement among Spectra Energy and Spectra Capital (collectively, the “Spectra Parties”) and the Underwriters concerning the purchase of the Securities from the Spectra Parties by the Underwriters.

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SPECTRA ENERGY CORP PERFORMANCE SHARE AWARD AGREEMENT
Performance Share Award Agreement • May 5th, 2016 • Spectra Energy Corp. • Natural gas transmisison & distribution • Delaware

This Performance Share Award Agreement (the “Agreement”) has been made as of , (the “Date of Grant”) between Spectra Energy Corp, a Delaware Company, with its principal offices in Houston, Texas (the “Company”), and

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FIRST AMENDMENT TO EMPLOYEE MATTERS AGREEMENT
Employee Matters Agreement • August 7th, 2009 • Spectra Energy Corp. • Natural gas transmisison & distribution

THIS FIRST AMENDMENT TO EMPLOYEE MATTERS AGREEMENT (this “Amendment”) is entered into as of September 28, 2007, by and between Duke Energy Corporation, a Delaware corporation (“Duke Energy”), and Spectra Energy Corp (f/k/a Gas SpinCo, Inc.), a Delaware corporation (“Spectra Energy”), each a “Party” and together, the “Parties”.

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PHANTOM STOCK AWARD AGREEMENT
Phantom Stock Award Agreement • August 8th, 2008 • Spectra Energy Corp. • Natural gas transmisison & distribution • Delaware

This Phantom Stock Award Agreement (the “Agreement”) has been made as of , (the “Date of Grant”) between Spectra Energy Corp, a Delaware corporation, with its principal offices in Houston, Texas (the “Corporation”), and (the “Grantee”).

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TAX MATTERS AGREEMENT by and among DUKE ENERGY CORPORATION, SPECTRA ENERGY CORP, and THE OTHER SPECTRA ENERGY PARTIES Dated as of December 13, 2006
Tax Matters Agreement • August 7th, 2009 • Spectra Energy Corp. • Natural gas transmisison & distribution • New York

THIS TAX MATTERS AGREEMENT is entered into as of December 13, 2006, by and among Duke Energy Corporation, a Delaware corporation (“Duke Energy”), Spectra Energy Corp (f/k/a Gas SpinCo, Inc.), a Delaware corporation (“Spectra Energy”), and each of the Other Spectra Energy Parties; each a “Party” and collectively, the “Parties”.

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AGREEMENT AND PLAN OF MERGER Among SPECTRA ENERGY CORP, ENBRIDGE INC. and SAND MERGER SUB, INC. Dated as of September 5, 2016
Merger Agreement • September 6th, 2016 • Spectra Energy Corp. • Natural gas transmisison & distribution • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 5, 2016, is by and among Spectra Energy Corp, a Delaware corporation (the “Company”), Enbridge Inc., a Canadian corporation (“Parent”), and Sand Merger Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub,” with Parent, the Company and Merger Sub sometimes being hereinafter referred to individually as a “Party” and collectively referred to as the “Parties”).

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CREDIT AGREEMENT Dated as of November 1, 2013, among SPECTRA ENERGY CAPITAL, LLC, as Borrower, SPECTRA ENERGY CORP, as Parent, THE INITIAL LENDERS NAMED HEREIN, as Initial Lenders, BANK OF AMERICA, N.A., as Administrative Agent, MERRILL LYNCH, PIERCE,...
Credit Agreement • November 1st, 2013 • Spectra Energy Corp. • Natural gas transmisison & distribution • New York

SPECTRA ENERGY CAPITAL, LLC, a Delaware limited liability company (the “Borrower”), SPECTRA ENERGY CORP, a Delaware corporation (“Parent”), the banks, financial institutions and other institutional lenders (the “Initial Lenders”) listed on the signature pages hereof, BANK OF AMERICA, N.A. (“Bank of America”), as administrative agent (together with any successor administrative agent appointed pursuant to Section 7.06, the “Agent”) for the Lenders (as hereinafter defined), agree as follows:

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THIRD AMENDMENT TO THE JULY 5, 2005 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DCP MIDSTREAM, LLC
Limited Liability Company Agreement • February 27th, 2012 • Spectra Energy Corp. • Natural gas transmisison & distribution

This Third Amendment to the July 5, 2005 Second Amended and Restated Limited Liability Company Agreement of DCP Midstream, LLC (formerly known as Duke Energy Field Services, LLC) (this “Amendment”), is dated as of April 30, 2009 and by and between ConocoPhillips Gas Company, a Delaware corporation (“CPGC”) and Spectra Energy DEFS Holding, LLC, a Delaware limited liability company (“Spectra LLC”) and Spectra Energy DEFS Holding Corp, a Delaware corporation (“Spectra Corp”). Spectra LLC and Spectra Corp are referred to herein collectively as “Spectra.”

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SPECTRA ENERGY CORP STOCK OPTION AGREEMENT (Nonqualified Stock Options)
Stock Option Agreement • May 5th, 2016 • Spectra Energy Corp. • Natural gas transmisison & distribution • Delaware

Under the amended and restated Spectra Energy Corp 2007 Long-Term Incentive Plan as it may, from time to time, be amended (the “Plan”), the Compensation Committee of the Board of Directors of the Company (the “Committee”), or its delegatee, has determined the form of this Agreement (which also includes Schedule A hereto or Schedule B hereto, as applicable to the Grantee) and selected the Grantee, as an Employee, to receive the award evidenced by this Agreement (the “Award”) and the nonqualified stock option that is subject hereto. Awards are not intended for employees who have given notice of resignation or who have been given notice of termination by the Company or an employing Subsidiary, and will not accrue to employees once such notices are given. For clarity, Awards do not accrue for employees who have received notice, given notice or have been determined to be entitled to a notice period by a court, and no damages suffered by an employee due to lack of sufficient notice will incl

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FIFTH AMENDMENT TO THE JULY 5, 2005 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DCP MIDSTREAM, LLC
Limited Liability Company Agreement • November 6th, 2014 • Spectra Energy Corp. • Natural gas transmisison & distribution

This Fifth Amendment to the July 5, 2005 Second Amended and Restated Limited Liability Company Agreement of DCP Midstream, LLC (this “Amendment”) is dated as of September 9, 2014, by and among Phillips Gas Company (formerly known as ConocoPhillips Gas Company), a Delaware corporation (“PGC”), and Spectra Energy DEFS Holding, LLC, a Delaware limited liability company (“Spectra DEFS Holding I”), and Spectra Energy DEFS Holding II, LLC, a Delaware limited liability company (“Spectra DEFS Holding II”). Spectra DEFS Holding I and Spectra DEFS Holding II are referred to herein collectively as “Spectra DEFS Holding.”

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SPECTRA ENERGY CORP PERFORMANCE SHARE AWARD AGREEMENT
Performance Share Award Agreement • May 8th, 2013 • Spectra Energy Corp. • Natural gas transmisison & distribution • Delaware

This Performance Share Award Agreement (the “Agreement”) has been made as of , (the “Date of Grant”) between Spectra Energy Corp, a Delaware Company, with its principal offices in Houston, Texas (the “Company”), and (the “Grantee”).

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TRANSITION SERVICES AGREEMENT by and between DUKE ENERGY CORPORATION and SPECTRA ENERGY CORP Dated as of December 13, 2006
Transition Services Agreement • December 15th, 2006 • Spectra Energy Corp. • Natural gas transmisison & distribution • New York

THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of December 13, 2006, by and between Duke Energy Corporation, a Delaware corporation (“Duke Energy”), and Spectra Energy Corp (f/k/a Gas SpinCo, Inc.), a Delaware corporation (“Spectra Energy”), each a “Party” and together, the “Parties”.

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FIRST AMENDMENT TO CONTRIBUTION AGREEMENT
Contribution Agreement • November 1st, 2013 • Spectra Energy Corp. • Natural gas transmisison & distribution • Texas

THIS AMENDED AND RESTATED OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, [ ], 2013 (the “Effective Date”), and is by and among Spectra Energy Corp, a Delaware corporation (“Spectra”), Spectra Energy Partners GP, LLC, a Delaware limited liability company (“GP LLC”), Spectra Energy Partners (DE) GP, LP, a Delaware limited partnership (the “General Partner”), and Spectra Energy Partners, LP, a Delaware limited partnership (the “Partnership”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”

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EMPLOYEE MATTERS AGREEMENT by and between DUKE ENERGY CORPORATION AND SPECTRA ENERGY CORP Dated as of December 13, 2006
Employee Matters Agreement • December 15th, 2006 • Spectra Energy Corp. • Natural gas transmisison & distribution • New York

This EMPLOYEE MATTERS AGREEMENT (the “Agreement”) is entered into as of December 13, 2006, by and between Duke Energy Corporation, a Delaware corporation (“Duke Energy”), and Spectra Energy Corp (f/k/a Gas SpinCo, Inc.), a Delaware corporation (“Spectra Energy”), each a “Party” and together, the “Parties”.

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AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 1, 2013, among SPECTRA ENERGY CAPITAL, LLC, as Borrower, SPECTRA ENERGY CORP, as Parent, THE INITIAL LENDERS AND INITIAL ISSUING BANKS NAMED HEREIN, as Initial Lenders and Initial Issuing...
Credit Agreement • November 1st, 2013 • Spectra Energy Corp. • Natural gas transmisison & distribution • New York

This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of November 1, 2013, among SPECTRA ENERGY CAPITAL, LLC, a Delaware limited liability company (the “Borrower”), SPECTRA ENERGY CORP, a Delaware corporation (“Parent”), the banks, financial institutions and other institutional lenders listed on the signature pages hereof (the “Initial Lenders”), and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as administrative agent.

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SEPARATION AND DISTRIBUTION AGREEMENT by and between DUKE ENERGY CORPORATION and SPECTRA ENERGY CORP Dated as of December 13, 2006
Separation and Distribution Agreement • December 15th, 2006 • Spectra Energy Corp. • Natural gas transmisison & distribution • New York

THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), is entered into as of December 13, 2006, by and between Duke Energy Corporation, a Delaware corporation (“Duke Energy”), and Spectra Energy Corp (f/k/a Gas SpinCo, Inc.), a Delaware corporation (“Spectra Energy”), each a “Party” and together, the “Parties”.

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PURCHASE AND SALE AGREEMENT By and Between ENTERPRISE GP HOLDINGS L.P. and DUKE ENERGY FIELD SERVICES, LLC February 24, 2005
Purchase and Sale Agreement • August 7th, 2009 • Spectra Energy Corp. • Natural gas transmisison & distribution • Texas

This PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of February 24, 2005 (the “Execution Date”), is entered into by and between Enterprise GP Holdings L.P., a Delaware limited partnership (“Enterprise”) and Duke Energy Field Services, LLC, a Delaware limited liability company (“DEFS”).

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FIRST AMENDMENT TO THE JULY 5, 2005 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DUKE ENERGY FIELD SERVICES, LLC
Limited Liability Company Agreement • February 27th, 2012 • Spectra Energy Corp. • Natural gas transmisison & distribution

This First Amendment to the July 5, 2005 Second Amended and Restated Limited Liability Company Agreement of Duke Energy Field Services, LLC (this “Amendment”), is dated as of August 11, 2006 and by and between ConocoPhillips Gas Company, a Delaware corporation (“CPGC”) and Duke Energy Enterprises Corporation (formerly Duke Energy Field Services Corporation), a Delaware corporation (“DEFS Holding”).

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TRANSITIONAL EMPLOYMENT AND SEPARATION AGREEMENT
Transitional Employment and Separation Agreement • October 17th, 2008 • Spectra Energy Corp. • Natural gas transmisison & distribution • Texas

This Transitional Employment and Separation Agreement (“Agreement”) is made and entered into as of October 15, 2008 (“Effective Date”) between Spectra Energy Corp1 and Martha B. Wyrsch (“Executive”).

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SPECTRA ENERGY CAPITAL, LLC, AS ISSUER, SPECTRA ENERGY CORP, AS GUARANTOR, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. AS TRUSTEE Sixteenth Supplemental Indenture Dated as of February 28, 2013 $650,000,000 3.30% Senior Notes due 2023
Sixteenth Supplemental Indenture • February 28th, 2013 • Spectra Energy Corp. • Natural gas transmisison & distribution • New York

THIS SIXTEENTH SUPPLEMENTAL INDENTURE is made as of the 28th day of February, 2013, by and among Spectra Energy Capital, LLC, a Delaware limited liability company (formerly known as Duke Capital LLC and successor to Duke Capital Corporation), as issuer (“Spectra Capital”), Spectra Energy Corp, a Delaware corporation, as guarantor (“Spectra Energy”), and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.) (successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank)), a national banking association, as trustee (the “Trustee”).

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AMENDMENT NO. 2 TO CREDIT AGREEMENT
Credit Agreement • November 6th, 2009 • Spectra Energy Corp. • Natural gas transmisison & distribution • New York

AMENDMENT NO. 2 dated as of September 28, 2009 (this “Amendment”) among SPECTRA ENERGY CORP, a Delaware corporation (“Parent”), SPECTRA ENERGY CAPITAL, LLC, a Delaware limited liability company (the “Borrower”), the Lenders executing this Amendment on the signature pages hereto and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent under the Credit Agreement referred to below (the “Agent”).

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AMENDMENT NO. 1
Credit Agreement • May 9th, 2008 • Spectra Energy Corp. • Natural gas transmisison & distribution

AMENDMENT NO. 1 dated as of April 8, 2008 (this “Amendment No. 1”) among SPECTRA ENERGY CORP, a Delaware corporation (“Parent”), SPECTRA ENERGY CAPITAL, LLC, a Delaware limited liability company (the “Borrower”), the Lenders executing this Amendment No. 1 on the signature pages hereto and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent under the Credit Agreement referred to below (the “Agent”).

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SECOND AMENDMENT TO THE JULY 5, 2005 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DCP MIDSTREAM, LLC
Limited Liability Company Agreement • February 27th, 2012 • Spectra Energy Corp. • Natural gas transmisison & distribution

This Second Amendment to the July 5, 2005 Second Amended and Restated Limited Liability Company Agreement of DCP Midstream, LLC (formerly known as Duke Energy Field Services, LLC) (this “Amendment”), is dated as of February 1st, 2007 and by and between ConocoPhillips Gas Company, a Delaware corporation (“CPGC”) and Spectra Energy DEFS Holding, LLC, a Delaware limited liability company (“Spectra LLC”) and Spectra Energy DEFS Holding Corp, a Delaware corporation (“Spectra Corp”). Spectra LLC and Spectra Corp are referred to herein collectively as “Spectra.”

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CONTRIBUTION AGREEMENT by and among PHILLIPS GAS COMPANY SPECTRA ENERGY DEFS HOLDING, LLC SPECTRA ENERGY DEFS HOLDING II, LLC and DCP MIDSTREAM, LLC and, solely for the limited purposes set forth herein, PHILLIPS 66 and SPECTRA ENERGY CORP dated as of...
Contribution Agreement • October 19th, 2015 • Spectra Energy Corp. • Natural gas transmisison & distribution • Delaware

This Contribution Agreement (this “Agreement”) is made and entered into as of October 18, 2015 by and among Phillips Gas Company, a Delaware corporation (“PGC”), Spectra Energy DEFS Holding, LLC, a Delaware limited liability company (“Spectra Holding”), Spectra Energy DEFS Holding II, LLC, a Delaware limited liability company (“Spectra Holding II” and, together with Spectra Holding, the “Spectra Parties”), and DCP Midstream, LLC, a Delaware limited liability company (the “Company”). Phillips 66, a Delaware corporation (“PSX”), is also executing this Agreement solely for the purpose of making certain representations and warranties and agreeing to certain obligations set forth in Section 6.6, and Spectra Energy Corp, a Delaware corporation (“SE Corp”), is also executing this Agreement solely for the purpose of making certain representations and warranties and agreeing to certain obligations set forth in Section 6.7 and Section 6.9. PGC, the Spectra Parties, the Company, PSX and SE Corp a

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TRANSITIONAL EMPLOYMENT AND SEPARATION AGREEMENT
Transitional Employment and Separation Agreement • November 7th, 2008 • Spectra Energy Corp. • Natural gas transmisison & distribution • Texas

This Transitional Employment and Separation Agreement (“Agreement”) is made and entered into as of November 4, 2008 (“Effective Date”) between Spectra Energy Corp (together with its successors and assigns, the “Company”) and William S. Garner, Jr. (“Executive”).

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FOURTH AMENDMENT TO THE JULY 5, 2005 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DCP MIDSTREAM, LLC
Limited Liability Company Agreement • February 27th, 2012 • Spectra Energy Corp. • Natural gas transmisison & distribution

This Fourth Amendment to the July 5, 2005 Second Amended and Restated Limited Liability Company Agreement of DCP Midstream, LLC (formerly known as Duke Energy Field Services, LLC) (this “Amendment”), is dated as of November 9, 2010 and by and between ConocoPhillips Gas Company, a Delaware corporation (“CPGC”) and Spectra Energy DEFS Holding, LLC, a Delaware limited liability company (“Spectra LLC”) and Spectra Energy DEFS Holding Corp, a Delaware corporation (“Spectra Corp”). Spectra LLC and Spectra Corp are referred to herein collectively as “Spectra.”

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AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • December 16th, 2014 • Spectra Energy Corp. • Natural gas transmisison & distribution • New York

AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 11, 2014 (this “Amendment”), among SPECTRA ENERGY CAPITAL, LLC, a Delaware limited liability company (the “Borrower”), SPECTRA ENERGY CORP, a Delaware corporation (“Parent”), JPMorgan Chase Bank, N.A., in its capacity as administrative agent under the Credit Agreement referred to below (the “Agent”) and the Lenders executing this Amendment on the signature pages hereto.

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EMPLOYEE MATTERS AGREEMENT by and between DUKE ENERGY CORPORATION AND SPECTRA ENERGY CORP Dated as of December 13, 2006
Employee Matters Agreement • August 7th, 2009 • Spectra Energy Corp. • Natural gas transmisison & distribution • New York

This EMPLOYEE MATTERS AGREEMENT (the “Agreement”) is entered into as of December 13, 2006, by and between Duke Energy Corporation, a Delaware corporation (“Duke Energy”), and Spectra Energy Corp (f/k/a Gas SpinCo, Inc.), a Delaware corporation (“Spectra Energy”), each a “Party” and together, the “Parties”.

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