0001193125-09-168965 Sample Contracts

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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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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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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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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SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DUKE ENERGY FIELD SERVICES, LLC by and between CONOCOPHILLIPS GAS COMPANY and DUKE ENERGY ENTERPRISES CORPORATION Dated as of July 5, 2005
Limited Liability Company Agreement • August 7th, 2009 • Spectra Energy Corp. • Natural gas transmisison & distribution • Delaware

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DUKE ENERGY FIELD SERVICES, LLC, dated as of July 5, 2005, 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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LOAN AGREEMENT between Duke Energy Field Services, LLC and Duke Capital LLC $766,700,000 Revolving Line of Credit February 25, 2005
Loan Agreement • August 7th, 2009 • Spectra Energy Corp. • Natural gas transmisison & distribution • New York

NOW, THEREFORE, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to induce the Lender to make the loans described herein, the parties hereto hereby agree as follows:

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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 • August 7th, 2009 • 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 SUPPLEMENTAL INDENTURE between MARITIMES & NORTHEAST PIPELINE, L.L.C. and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee May 14, 2009 7.5% Senior Notes due 2014
First Supplemental Indenture • August 7th, 2009 • Spectra Energy Corp. • Natural gas transmisison & distribution • New York

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of May 14, 2009 (this “First Supplemental Indenture”), between Maritimes & Northeast Pipeline, L.L.C.., a Delaware limited liability company (the “Issuer” or the “Company”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”),

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MARITIMES & NORTHEAST PIPELINE, L.L.C. AND DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee INDENTURE Dated as of May 14, 2009 Senior Notes
Indenture • August 7th, 2009 • Spectra Energy Corp. • Natural gas transmisison & distribution • New York

THIS INDENTURE, dated as of the 14th day of May, 2009, is between MARITIMES & NORTHEAST PIPELINE, L.L.C., a limited liability company duly organized and existing under the laws of the State of Delaware (hereinafter sometimes referred to as the “Issuer”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee (hereinafter sometimes referred to as the “Trustee”).

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