Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • November 10th, 2011 • 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 the several underwriters named in Schedule II hereto (the “Underwriters”), for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., J.P. Morgan Securities LLC and UBS Securities LLC (the “Representatives”) are acting as representatives, 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 Underwriters 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,
