0001193125-12-416888 Sample Contracts

SUNOCO, INC., As Issuer, and U.S. BANK NATIONAL ASSOCIATION, As Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of March 31, 2009 to Indenture dated as of March 31, 2009 9.625% Senior Notes Due April 15, 2015
First Supplemental Indenture • October 5th, 2012 • Energy Transfer Partners, L.P. • Natural gas transmission • New York

THIS FIRST SUPPLEMENTAL INDENTURE dated as of March 31, 2009 is among SUNOCO, INC., a Pennsylvania corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly incorporated and existing under the laws of the United States of America, as trustee (the “Trustee”). Each capitalized term used but not defined in this First Supplemental Indenture shall have the meaning assigned to such term in the Original Indenture (as defined below).

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FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • October 5th, 2012 • Energy Transfer Partners, L.P. • Natural gas transmission • New York

This First Supplemental Indenture (this “Supplemental Indenture”), dated as of October 5, 2012, is by and among Sunoco, Inc., a Pennsylvania corporation (the “Company”), Energy Transfer Partners, L.P., a Delaware limited partnership and its successors (“ETP”), and U.S. Bank National Association, as successor trustee to Citibank, N.A. under the Indenture referred to below (the “Trustee”). Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENERGY TRANSFER PARTNERS, L.P.
Energy Transfer Partners, L.P. • October 5th, 2012 • Natural gas transmission • Delaware

This Amendment No. 2 (this “Amendment No. 2”) to the Second Amended and Restated Agreement of Limited Partnership of Energy Transfer Partners, L.P. (the “Partnership”), dated as of July 28, 2009, as amended by Amendment No. 1 thereto dated as of March 26, 2012 (as so amended, the “Partnership Agreement”) is hereby adopted effective as of October 5, 2012, by Energy Transfer Partners GP, L.P., a Delaware limited partnership (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.

SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • October 5th, 2012 • Energy Transfer Partners, L.P. • Natural gas transmission • New York

This Second Supplemental Indenture (this “Supplemental Indenture”), dated as of October 5, 2012, is by and among Sunoco, Inc., a Pennsylvania corporation (the “Company”), Energy Transfer Partners, L.P., a Delaware limited partnership and its successors (“ETP”), and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”). Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

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