SUPPORT AGREEMENTSupport Agreement • March 28th, 2012 • Energy Transfer Partners, L.P. • Natural gas transmission • New York
This SUPPORT AGREEMENT (this “Agreement”) is made as of March 26, 2012 (the “Effective Date”), by and among PEPL HOLDINGS, LLC, a Delaware limited liability company (the “Support Provider”), ENERGY TRANSFER PARTNERS, L.P., a Delaware limited partnership (“ETP”), and CITRUS ETP FINANCE LLC, a Delaware limited liability company and wholly owned indirect subsidiary of ETP (“ETP Subsidiary Guarantor”). The Support Provider, ETP and ETP Subsidiary Guarantor may hereinafter be referred to individually as a “Party” or collectively as the “Parties.”
AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENERGY TRANSFER PARTNERS GP, L.P.Third Amended and Restated Agreement of Limited Partnership • March 28th, 2012 • Energy Transfer Partners, L.P. • Natural gas transmission • Delaware
This Amendment No. 2 (this “Amendment No. 2”), dated March 26, 2012, to the Third Amended and Restated Agreement of Limited Partnership of Energy Transfer Partners GP, L.P. (the “Partnership”), dated as of April 17, 2007 (the “Partnership Agreement”) is hereby adopted, executed and agreed to by Energy Transfer Partners, L.L.C., a Delaware limited liability company, as the general partner of the Partnership (the “General Partner”). Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENERGY TRANSFER PARTNERS, L.P.Second Amended and Restated Agreement of Limited Partnership • March 28th, 2012 • Energy Transfer Partners, L.P. • Natural gas transmission • Delaware
This Amendment No. 1 (this “Amendment No. 1”) to the Second Amended and Restated Agreement of Limited Partnership of Energy Transfer Partners, L.P. (the “Partnership”), dated as of July 28, 2009 (the “Partnership Agreement”), is hereby adopted effective as of March 26, 2012 (the “Amendment Effective Date”), by Energy Transfer Partners GP, L.P., a Delaware limited liability company (the “General Partner”), as general partner of the Partnership. Capitalized terms used but not defined herein have the meaning given such terms in the Partnership Agreement.
GUARANTEE OF COLLECTIONGuarantee of Collection • March 28th, 2012 • Energy Transfer Partners, L.P. • Natural gas transmission • New York
THIS GUARANTEE OF COLLECTION (this “Guarantee”) is made as of March 26, 2012, by CITRUS ETP FINANCE LLC, a Delaware limited liability company (the “Guarantor”) to ENERGY TRANSFER PARTNERS, L.P., a Delaware limited partnership and parent of the Guarantor (“ETP”) to provide a guarantee of collection, on the terms set forth herein, for the benefit of the holders (the “Holders”) of the Senior Notes (as hereinafter defined) and the trustee (the “Trustee”) under the Indenture dated January 18, 2005, as supplemented by the Tenth Supplemental Indenture, dated as of January 17, 2012 (collectively, the “Senior Notes Indenture”) with respect to up to $2,000,000,000 of the aggregate principal amount of senior notes comprised of 5.20% Senior Notes due 2022 and 6.50% Senior Notes due 2042 (collectively, the “Senior Notes”). For the avoidance of doubt, the Guarantor shall not be deemed a Subsidiary Guarantor within the meaning of the Senior Notes Indenture.
AMENDMENT NO. 2 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 28th, 2012 • Energy Transfer Partners, L.P. • Natural gas transmission • Delaware
AMENDMENT NO. 2 (this “Amendment”), dated as of March 23, 2012, to Amended and Restated Agreement and Plan of Merger, dated as of July 19, 2011, as amended by Amendment No. 1 thereto dated as of September 14, 2011 (the “Agreement”), by and among Energy Transfer Partners, L.P., a Delaware limited partnership (“ETP”), Citrus ETP Finance LLC, a Delaware limited liability company (“ETP Subsidiary Guarantor”) and Citrus ETP Acquisition, L.L.C., a Delaware limited liability company (“ETP Merger Sub”), on the one hand, and Energy Transfer Equity, L.P., a Delaware limited partnership (“ETE”), on the other hand.
AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ENERGY TRANSFER PARTNERS, L.L.C.Limited Liability Company Agreement • March 28th, 2012 • Energy Transfer Partners, L.P. • Natural gas transmission • Delaware
This Amendment No. 1 (this “Amendment No. 1”), dated March , 2012, to the Fourth Amended and Restated Limited Liability Company Agreement of Energy Transfer Partners, L.L.C. (the “Company”), dated as of August 10, 2010 (the “LLC Agreement”), is hereby adopted, executed and agreed to by Energy Transfer Equity, L.P., a Delaware limited partnership and the sole member of the Company (the “Member”). Capitalized terms used but not defined herein are used as defined in the LLC Agreement.
