0001012569-13-000028 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • April 10th, 2013 • Energy Transfer Partners, L.P. • Natural gas transmission • New York

Energy Transfer Partners, L.P., a Delaware limited partnership (the “Partnership”), proposes to sell to Barclays Capital Inc. (the “Underwriter”) the number of common units representing limited partner interests in the Partnership (“Units”) set forth in Schedule I hereto (said Units to be issued and sold by the Partnership being hereinafter called the “Underwritten Securities”). The Partnership also proposes to grant to the Underwriter an option to purchase up to the number of additional Units set forth in Schedule I hereto (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registratio

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