Exhibit 99.1
  
 CONFIDENTIAL
  
 PROJECT SIGMA  $3.273 Billion 364-Day Senior Bridge Term Loan Credit Facility  Commitment Letter
  CS CS Securities Credit Suisse we us our Commitment Parties Acquisition Company Term Sheet
 Bridge Facility
 Commitments
 Initial Lender Commitment Letter




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2 Titles and Roles
 Arranger
 Syndication
 Lenders provided . Information Materials (S&P) Moodys




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3 .
 Public
Lender Information Private Lender Information
  Information
 Projections Information




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4  Fees
 Arranger Fee Letter Agent Fee Letter Fee Letters
 Conditions Precedent
  Specified Representations




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5 Indemnification; Expenses
 Indemnified Person provided
 Sharing Information; Absence of Fiduciary Relationship; Affiliate Activities




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6   Assignments; Amendments; Governing Law, Etc.
  Permitted Assignee




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7 THIS COMMITMENT LETTER
AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS COMMITMENT LETTER SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, EXCEPT THAT ANY
DETERMINATION OF WHETHER A COMPANY MATERIAL ADVERSE EFFECT HAS OCCURRED SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE.
 Jurisdiction
  Waiver of Jury Trial
 EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT
OF THIS COMMITMENT LETTER, THE FEE LETTERS OR THE PERFORMANCE OF SERVICES HEREUNDER OR
THEREUNDER.




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8 Confidentiality
 provided
  Surviving Provisions
  PATRIOT Act Notification
 PATRIOT Act




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9 Acceptance and Termination
 Outside Date Commitment Extension




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10  Very truly yours,
CREDIT SUISSE SECURITIES (USA) LLCBy
    /s/ SoVonna Day-GoinsName:
    SoVonna Day-GoinsTitle:
    Managing DirectorCREDIT SUISSE AG, CAYMAN ISLANDS BRANCHBy
    /s/ Nupur KumarName:
    Nupur KumarTitle:
    Vice PresidentBy
    /s/ Shaheen MalikName:
    Shaheen MalikTitle:
    Vice President




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11 
 
 
 By
    /s/ John W. McReynoldsName:
    John W. McReynoldsTitle:
    President and Chief Financial Officer




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PROJECT SIGMA  $3.273 Billion 364-Day Senior Bridge Term Loan Credit Facility  Summary of Principal Terms and Conditions
 Borrower:
    
    Energy Transfer Equity, L.P., a Delaware limited
partnership (the Borrower).Transactions:
    
    Borrower, directly or through one of its wholly
owned domestic subsidiaries (the Purchaser),
intends to acquire (the Acquisition) all of
the equity interests of Southern Union Company,
a Delaware corporation (the Company), pursuant
to an agreement and plan of merger (the Merger
Agreement) entered into among the Purchaser,
the Borrower and the Company on June 15, 2011,
as amended and restated on the date hereof, for
a combination of cash consideration of up to
$3.273 billion and common units of the Borrower
(collectively, Acquisition Consideration). In
connection with the Acquisition, the Borrower
will (a) obtain a 364-day senior bridge term
loan credit facility described below under the
caption Bridge Facility and (b) pay the fees
and expenses incurred in connection with the
foregoing (the Transaction Costs). It is
anticipated that some or all of the Bridge
Facility will be repaid through one or more
Asset Sales (as defined below) and/or replaced
or refinanced by the net proceeds from the
issuance of debt securities (the Senior Notes)
or borrowings under a term loan credit agreement
(such facility, together with the Senior Notes,
the Permanent Debt Financing). The
transactions described in this paragraph are
collectively referred to herein as the
Transactions.Agent:
    
    Credit Suisse AG, acting through one or more of
its branches or affiliates (CS), will act as
sole administrative agent (collectively, in such
capacities, the Agent) for a syndicate of
banks, financial institutions and other
institutional lenders (together with CS, the
Lenders), and will perform the duties
customarily associated with such roles.Joint Bookrunner and Joint
Lead Arranger:
    
    Credit Suisse Securities (USA) LLC will act as a
joint bookrunner and a joint lead arranger for
the Bridge Facility described below (in such
capacity, the Arranger), and will perform the
duties customarily associated with such roles.Syndication Agent:
    
    At the option of the Arranger, one or more
financial institutions identified by the
Arranger and acceptable to the Borrower (in such
capacity, the Syndication Agent).




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2 Documentation Agent:
    
    At the option of the Arranger, one or more
financial institutions identified by the
Arranger and acceptable to the Borrower (in such
capacity, the Documentation Agent).Bridge Facility:
    
    A 364-day senior bridge term loan credit
facility in an aggregate principal amount of
$3.273 billion (or such lesser amount as you may
elect to borrow in your sole discretion)(the
Bridge Facility).Purpose:
    
    The proceeds of the Bridge Facility will be used
by the Borrower on the date of the initial
borrowing under the Bridge Facility (the
Closing Date), solely (a) to pay the
Acquisition Consideration, (b) to pay the
Transaction Costs and (c) to refinance
outstanding obligations under and replace the
Existing Revolving Credit Agreement if such
agreement is terminated.Availability:
    
    The Bridge Facility must be drawn in a single
drawing on the Closing Date which shall occur on
or prior to the Outside Date. Amounts borrowed
under the Bridge Facility that are repaid or
prepaid may not be reborrowed.Guarantees:
    
    Each existing and subsequently acquired or
organized subsidiary of the Borrower that is a
guarantor under the Existing Revolving Credit
Agreement (as defined below) will guarantee (the
Guarantees) the Bridge Loans on a senior
basis.Interest Rates and Fees:
    
    As set forth on Annex I hereto.Default Rate:
    
    The applicable interest rate plus 2.0% per annum.Final Maturity, Amortization
and Conversion:
    
    The Bridge Facility will mature on the date that
is 364 days after the Closing Date (the
Maturity Date). There will be no scheduled
amortization.Term-Out Option:
    
    The Borrower shall have the right to elect to
extend the Maturity Date to the date that is 15
months after the Closing Date with respect to
50% of the loans funded under the Bridge
Facility (the Term-Out Loans), subject to (i)
the provision of 30 days prior written notice of
the intent to exercise such election and (ii)
payment of the Term-Out Fee (as defined in Annex
I).Mandatory Prepayments
and Commitment Reductions:
    
    After the Closing Date, the aggregate loans under the Bridge Facility shall be prepaid, in each case, dollar-for-dollar, by the following amounts:(a) 100% of the net cash proceeds of all asset
sales or other dispositions of property by the
Borrower and its restricted subsidiaries
(including proceeds from the Citrus Drop Down
and the sale of the stock of any restricted
subsidiary of the Borrower and insurance




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3 and
condemnation proceeds) (an Asset Sale) in
excess of $50.0 million in the aggregate,
subject to exceptions and reinvestment
provisions to be agreed upon; and(b) 100% of the net cash proceeds received by
the Borrower or any restricted subsidiary of the
Borrower from any incurrence of debt for
borrowed money (including, without limitation,
the net cash proceeds of any Permanent Debt
Financing) other than (i) any intercompany debt
of the Borrower or any of its wholly-owned
subsidiaries, (ii) any debt of the Borrower or
any of its subsidiaries incurred in the ordinary
course under any Existing Debt Instrument (which
shall include, for the avoidance of doubt, the
Revolving Credit Agreement dated as of September
10, 2010 among the Borrower, the lenders from
time to time a party thereto, Credit Suisse AG,
as Administrative Agent, and others (the
Existing Revolving Credit Agreement)), (iii)
borrowings to fund capital expenditures and
other general corporate purposes and (iv) other
debt for borrowed money to be agreed upon.On or prior to the Closing Date, the aggregate
commitments in respect of the Bridge Facility
under the Commitment Letters shall be
permanently reduced by (1) 100% of the net cash
proceeds from the Citrus Drop Down, (2) 100% of
the net cash proceeds from any Permanent Debt
Financing, (3) 100% of the net cash proceeds
from any term loan borrowing pursuant to any
amendment, restatement, modification or
replacement of the Existing Revolving Credit
Agreement and (4) 100% of the net cash proceeds
from any issuance of equity or equity-linked
securities (in a public offering or private
placement) by the Borrower other than (i) any
equity issued pursuant to any employee stock
plan or employee compensation plan in effect as
of date hereof, (ii) any equity issued as part
of the Acquisition Consideration, (iii)
preferred units issued in one or more
transactions to facilitate any Drop Down and
(iv) other exceptions to be agreed upon.Without duplication of the foregoing, if on or
prior to the Closing Date, the Borrower obtains
an amendment of the Existing Revolving Credit
Agreement to permit the Transactions or
otherwise replaces the Existing Revolving Credit
Agreement with a new senior revolving credit
agreement, the aggregate commitments in respect
of the Bridge Facility under the Commitment
Letters shall be permanently reduced




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4 by an
amount equal to the commitments of the lenders
thereunder; provided the reduction under this
paragraph shall not exceed $200.0 million.Voluntary Prepayments and
Reductions in Commitments:
    
    Voluntary reductions of the unutilized portion
of the commitments under the Bridge Facility and
prepayments of borrowings thereunder will be
permitted at any time, in minimum principal
amounts to be agreed upon, without premium or
penalty, subject to reimbursement of the
Lenders redeployment costs in the case of a
prepayment of Adjusted LIBOR borrowings other
than on the last day of the relevant interest
period.Representations
and Warranties:
    
    Substantially similar to the Existing Revolving
Credit Agreement, (to be applicable to the
Borrower and its restricted subsidiaries)
including only the following: corporate status;
authority; no conflict; financial condition
(including audited financial statements, interim
financial statements and no material adverse
change); enforceable obligations; rights to
properties; litigation; no violation; ERISA;
Investment Company Act; tax returns and
payments; compliance with laws (including
PATRIOT Act, OFAC, FCPA and margin regulations);
no default; environmental matters; solvency;
full disclosure; subsidiaries; use of proceeds;
and status as senior debt, in each case subject
to exceptions to permit the Transactions, to
permit the Drop Downs and others to be agreed
upon.Drop Downsmeans (a) the sale or transfer (by
merger or otherwise) of the Companys direct or
indirect interest in Citrus Corp. to Energy
Transfer Partners, L.P. or its subsidiaries (the
Citrus Drop Down) and (b) the sale or transfer
(by merger or otherwise) of the Companys direct
or indirect interest in Southern Union Gas
Services, Ltd. to Regency Energy Partners, LP.
or its subsidiaries or to Energy Transfer
Partners, L.P. or its subsidiaries, in the case
of (a) or (b), which may be preceded by a sale
or transfer (by merger or otherwise) of such
interest to the Borrower or its wholly-owned
subsidiaries, and in each case, all transactions
related thereto.Conditions Precedent to
Initial Borrowing:
    
    The initial borrowing under the Bridge Facility
will be subject solely to the conditions
precedent set forth in Section 6 of the
Commitment Letter and Exhibit A to the
Commitment Letter.Affirmative Covenants:
    
    Substantially similar to the Existing Revolving
Credit Agreement (to be applicable to the
Borrower and its restricted subsidiaries),
including only the following:




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5 information
(including, annual financial statements,
quarterly financial statements, officers
certificates, default, change in the Borrower
ratings, securities laws filings, ERISA matters,
PATRIOT Act and other financial information);
notice of material events; maintenance of
property; maintenance of insurance; maintenance
of existence; compliance with laws (including
PATRIOT Act, OFAC, FCPA and margin regulations);
books and records; environmental matters;
further assurances; and securities demand and
cooperation, in each case subject to exceptions
to permit the Transactions, to permit the Drop
Downs and others to be agreed upon.Negative Covenants:
    
    Substantially similar to the Existing Revolving
Credit Agreement (to be applicable to the
Borrower and its restricted subsidiaries),
including only the following: limitations on
liens and sale-leaseback transactions;
limitations on mergers or consolidation;
limitations on asset sales; restrictive
agreements; limitations on debt; limitations on
dividends on, and redemptions and repurchases
of, equity interests and other restricted
payments (other than usual and customary
distributions for a master limited partnership
similar to those included in the Existing
Revolving Credit Agreement); limitations on
investments in non-wholly owned entities and
acquisitions of entities or business units;
limitations on transactions with affiliates;
amendments or waivers of certain agreements;
fiscal year; conduct of business; tax status;
and limitations on hedging contracts, in each
case subject to exceptions to permit the
Transactions, to permit the Drop Downs and
others to be agreed upon.Financial Covenant:
    
    Substantially similar to Existing Revolving
Credit Agreement (as may be amended,
supplemented or modified from time to time), in
each case, subject to modifications to reflect
the Transactions and Drop Downs and such other
modifications as may be mutually agreed upon.Unrestricted Subsidiary:
    
    On the Closing Date, the Borrower may designate
one or more subsidiaries as an unrestricted
subsidiary. Thereafter, the Borrower will be
permitted to designate any existing or
subsequently acquired or organized subsidiary as
an unrestricted subsidiary and subsequently
re-designate any such unrestricted subsidiary as
a restricted subsidiary so long as the fair
market value of such subsidiary at the time it
is designated as an unrestricted subsidiary
shall be treated as an investment by the
Borrower at such time. Unrestricted
subsidiaries will not be subject to the




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6 representation and warranties, affirmative or
negative covenant or event of default provisions
of the documentation.Events of Default:
    
    Substantially similar to the Existing Revolving
Credit Agreement (to be applicable to the
Borrower and its restricted subsidiaries),
including only the following (subject, where
appropriate, to thresholds and grace periods to
be agreed upon): nonpayment of principal,
interest or other amounts; violation of
covenants; incorrectness of representations and
warranties in any material respect; cross event
of default and cross acceleration; bankruptcy;
material judgments; ERISA events and change of
control;in each case subject to exceptions to
permit the Transactions, to permit the Drop
Downs and others to be agreed upon.Voting:
    
    Amendments and waivers of the definitive credit
documentation will require the approval of
Lenders holding more than 50% of the aggregate
amount of the loans and commitments under the
Bridge Facility (with certain amendments and
waivers also requiring class votes), except that
the consent of (a) each affected Lender shall be
required with respect to (i) increases in the
commitment of such Lender, (ii) reductions or
forgiveness of principal, interest or fees
payable to such Lender, (iii) extensions of the
Maturity Date or of the date for payment to such
Lender of any interest or fees and (iv) changes
that impose any additional restriction on such
Lenders ability to assign any of its rights or
obligations and (b) each Lender shall be
required with respect to (i) modifications to
certain provisions requiring the pro rata
treatment of Lenders, (ii) modification to
voting requirements or percentages, and (iii)
releases of all or substantially all of the
value of the Guarantees.Cost and Yield Protection:
    
    Usual for facilities and transactions of this
type, including customary tax gross-up
provisions.Assignments and
Participations:
    
    Prior to the Closing Date, the Lenders will be
permitted to assign commitments under the Bridge
Facility with the consent of the Borrower, not
to be unreasonably withheld or delayed; provided
that such consent of the Borrower (x) shall not
be required (i) if such assignment is made to
another Lender under the Bridge Facility or an
affiliate or approved fund of any such Lender,
(ii) if such assignment is made to a Permitted
Assignee or (iii) after the occurrence and
during the continuance of an event of default
and (y) shall be deemed to have been given if
the Borrower has not responded within five
business days of a request for such consent.
From the Closing Date, the




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7 Lenders will be
permitted to assign loans under the Bridge
Facility without the consent of the Borrower.
Each assignment will be in an amount of an
integral multiple of $1,000,000. Assignments
will be by novation.The Lenders will be permitted to sell
participations in loans and commitments without
restriction. Voting rights of participants
shall be limited to matters in respect of (a)
increases in commitments of such participant,
(b) reductions of principal, interest or fees
payable to such participant, (c) extensions of
final maturity of the loans or commitments in
which such participant participates and (d)
releases of all or substantially all of the
value of the Guarantees.Expenses and
Indemnification:
    
    The Borrower will indemnify the Arranger, the
Agent, the Syndication Agent, the Documentation
Agent, the Lenders, their respective affiliates,
successors and assigns and the officers,
directors, employees, agents, advisors,
controlling persons and members of each of the
foregoing (each, an Indemnified Person) and
hold them harmless from and against all
reasonable out of pocket costs, expenses
(including reasonable fees, disbursements and
other charges of counsel) and liabilities of
such Indemnified Person arising out of or
relating to any claim or any litigation or other
proceeding (regardless of whether such
Indemnified Person is a party thereto and
regardless of whether such matter is initiated
by a third party or by the Borrower, the Company
or any of their respective affiliates or equity
holders) that relates to the Transactions,
including the financing contemplated hereby, the
Acquisition or any transactions in connection
therewith; providedthat no Indemnified Person
will be indemnified for any cost, expense or
liability to the extent determined in the final,
non-appealable judgment of a court of competent
jurisdiction to have resulted primarily from its
gross negligence or willful misconduct. In
addition, the Borrower shall pay all reasonable,
out-of-pocket expenses (including, without
limitation, fees, disbursements and other
charges of counsel) of (a) the Arranger, the
Agent, the Syndication Agent and the
Documentation Agent in connection with the
syndication of the Bridge Facility, the
preparation and administration of the definitive
documentation, and amendments, modifications and
waivers thereto, and (b) the Arranger, the
Agent, the Syndication Agent, the Documentation
Agent and the Lenders for enforcement costs and
documentary taxes associated with the Bridge
Facility.Governing Law and Forum:
    
    New York.Counsel to Agent and
Arranger:
    
    Simpson Thacher & Bartlett LLP.




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Interest Rates:
    
    The interest rates under the Bridge Facility will
be, at the option of the Borrower, Adjusted LIBOR
plus the Applicable Adjusted LIBOR Margin (as
defined below) or ABR plus the Applicable ABR
Margin (as defined below).The Borrower may elect interest periods of 1, 2, 3
or 6 months for Adjusted LIBOR borrowings.Calculation of interest shall be on the basis of
the actual days elapsed in a year of 360 days (or
365 or 366 days, as the case may be, in the case of
ABR loans based on CS Prime Rate) and interest
shall be payable at the end of each interest period
and, in any event, at least every three months.ABR is the Alternate Base Rate, which is the
highest of (a) CS Prime Rate, (b) the Federal
Funds Effective Rate plus 1/2 of 1.0%, and
(c) Adjusted LIBOR for a one-month interest period,
plus 1.0%.Adjusted LIBOR will at all times include statutory
reserves, and shall be deemed to be not less than
1.0%.Pricing Definitions:
    
    For the purposes hereof, the terms Applicable
Adjusted LIBOR Marginshall mean for the period
commencing on the Closing Date and ending on the
60th day thereafter, a rate per annum of 4.0% and
thereafter the Weighted Average Cap (as defined in
the Fee Letter) and Applicable ABR Marginshall
mean for the period commencing on the Closing Date
and ending on the 60th day thereafter, a
rate per annum of 3.0% and thereafter the Weighted
Average Cap minus 1.0%.Duration Fees:
    
    The Borrower will pay a fee (the Duration Fee),
for the ratable benefit of the Lenders, in an
amount equal to (i) 0.50% of the
aggregate principal amount of the loans and
commitments under the Bridge Facility outstanding
on the date which is 90 days after the Closing
Date, due and payable in cash on such 90th day (or
if such day is not a business day, the next
business day); (ii) 0.75% of the
aggregate principal amount of the loans and
commitments under the Bridge Facility outstanding
on the date which is 180 days after the Closing
Date, due and payable in cash on such 180th day (or
if such day is not a business day, the next
business day); and (iii) 1.00% of the
aggregate principal amount of the loans and
commitments under the Bridge Facility outstanding
on the date which is 270 days after the Closing
Date, due and payable in cash on such 270th day (or
if such day is not a business day, the next
business day).Term-Out Fee:
    
    The Borrower will pay a fee in an amount equal to 1.25% of the
Term-Out Loans (the Term-Out Fee). The Term-Out Fee will be payable on the earlier to occur
of (i) the original Maturity Date and (ii) the effective date of exercise of the Term-Out
Option.




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PROJECT SIGMA  $3.273 Billion 364-Day Senior Bridge Term Loan Credit Facility  Summary of Additional Conditions Precedent
   Existing Debt Instruments




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B-2




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Form of Solvency Certificate




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SOLVENCY CERTIFICATE
OF
ENERGY TRANSFER EQUITY, L.P. AND ITS SUBSIDIARIES
  Certificate Borrower Credit Agreement 1
  Transaction Documents
 pro forma Balance Sheet pro forma pro forma
    
 1
    
    Note: Description to be modified to reflect the
description of the final Credit Agreement. Defined terms used herein shall
also be modified to reflect the defined terms used in the final Credit
Agreement.




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2




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3  By:Name:Title:
    Chief Financial Officer