0001193125-12-293592 Sample Contracts

Representing Limited Partner Interests UNDERWRITING AGREEMENT
Underwriting Agreement • July 3rd, 2012 • 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., Morgan Stanley & Co. LLC, UBS Securities LLC, Citigroup Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC and Wells Fargo 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

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