Exhibit 10.3
Execution Copy
FIRST
AMENDMENT
TO
SEPARATION AND
DISTRIBUTION AGREEMENT
THIS FIRST
AMENDMENT TO SEPARATION AND DISTRIBUTION AGREEMENT (this “
Amendment ”) is entered into as of January 1,
2007 (the “ Effective Date ”), 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 ”.
R E C I T A L S:
WHEREAS, the
Parties have entered into that certain Separation and Distribution
Agreement dated as of December 13, 2006 (the “
Separation and Distribution Agreement ”);
and
WHEREAS, each Party
has determined that it is in the best interests of its stockholders
to amend the Separation and Distribution Agreement as described in
this Amendment.
NOW, THEREFORE, in
consideration of the foregoing premises, the mutual promises and
covenants hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties, intending to be legally bound, agree,
effective as of the Effective Date, as follows:
1.
Definitions.
All capitalized
terms used herein and not otherwise defined herein shall have the
respective meanings set forth (or otherwise provided for) in the
Separation and Distribution Agreement.
2. Amendment to Modify
Schedule 1.1(48) (Duke Energy Group Entities) .
The Schedules to
the Separation and Distribution Agreement are hereby amended
by:
(i) adding the
following Business Entity to the list of Business Entities listed
on Schedule 1.1(48) (Duke Energy Group Entities): “Energy
Pipelines International Company”; and
(ii) deleting the
following Business Entity from the list of Business Entities listed
on Schedule 1.1(48) (Duke Energy Group Entities): “Duke
Energy Exchangeco Finance Co.”.
3. Amendment to Modify
Schedule 1.1(104)(a) (Companies Considered PanEnergy Companies)
.
The Schedules to
the Separation and Distribution Agreement are hereby amended by
adding the following item 13 to the list of PanEnergy Companies
listed on Schedule 1.1(104(a) (Companies Considered PanEnergy
Companies):
“13. Energy
Pipelines International Company
— Will cease
to be an indirect subsidiary of Duke Capital LLC and become a
member of the Duke Energy Group.”
4. Amendment to Modify
Schedule 1.1(129) (Spectra Energy Group Entities) .
The Schedules to
the Separation and Distribution Agreement are hereby amended
by:
(i) deleting the
following Business Entity from the list of Business Entities listed
on Schedule 1.1(129) (Spectra Energy Group Entities):
“Energy
