Exhibit 10.5
Execution Copy
SECOND
AMENDMENT
TO
TRANSITION
SERVICES AGREEMENT
THIS SECOND
AMENDMENT TO TRANSITION SERVICES AGREEMENT (this “
Amendment ”) is entered into as of March 30, 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 Transition Services
Agreement dated as of December 13, 2006, as amended by that
certain First Amendment to Transition Services Agreement dated as
of January 1, 2007 (as so amended, the “ Transition
Services Agreement ”); and
WHEREAS, each Party
has determined that it is in the best interests of its stockholders
to amend the Transition Services 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:
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1.
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Definitions.
All capitalized
terms used herein and not otherwise defined herein shall have the
respective meanings set forth (or otherwise provided for) in the
Transition Services Agreement.
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2.
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Amendment to
Extend the Ser
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