exv10w2



 






Exhibit 10.2




GUARANTY




     THIS GUARANTY is made as of January 18, 2005, by each party named on the signature pages
hereto (collectively herein called the “Guarantors”) in favor of Wachovia Bank, National
Association, as the Administrative Agent for the Lenders, as such term is defined in the Credit
Agreement described below (in such capacity, the “Administrative Agent”).



RECITALS:




     1. Energy Transfer Partners, L.P., a Delaware limited partnership (the “Borrower”),
has entered into that certain Credit Agreement of even date herewith (herein, as from time to time
amended, supplemented or restated, called the “Credit Agreement”), by and among the Borrower, the
Administrative Agent, Wachovia Bank, National Association, as the LC Issuer, and Swingline Lender,
Fleet National Bank, as Syndication Agent, BNP Paribas and The Royal Bank of Scotland plc, as
Co-Documentation Agents, and the Lenders from time to time party thereto, pursuant to which the
Lender Parties (as defined below) have agreed to advance funds and extend credit to the Borrower up
to an aggregate principal amount of $700,000,000.



     2. It is a condition to the Lender Parties’ obligations to advance funds and extend
credit pursuant to the Credit Agreement that the Guarantors shall execute and deliver to the
Administrative Agent a satisfactory guaranty of the Borrower’s obligations under the Notes and the
Credit Agreement.



     3. Each Guarantor is a direct or indirect subsidiary of the Borrower.



     4. The Borrower, the Guarantors, and the other direct and indirect subsidiaries of
the Borrower are mutually dependent on each other in the conduct of their respective businesses
under a holding company structure, with the credit needed from time to time by each often being
provided by another or by means of financing obtained by one such affiliate with the support of the
others for their mutual benefit and the ability of each to obtain such financing being dependent on
the successful operations of the others.



     5. The board of directors, members, managers or general partner of each Guarantor,
as applicable, has determined that such Guarantor’s execution, delivery and performance of this
Guaranty may reasonably be expected to benefit such Guarantor, directly or indirectly, and are in
the best interests of such Guarantor.



     NOW, THEREFORE, in consideration of the premises, of the benefits which will inure to each
Guarantor from the Lender Parties’ advances of funds and extension of credit to the Borrower under
the Credit Agreement, and of Ten Dollars and other good and valuable consideration, the receipt and
sufficiency of all of which are hereby acknowledged, and in order to induce the Lender Parties to
advance funds and extend credit under the Credit Agreement, each Guarantor hereby agrees with the
Administrative Agent, for the benefit of each Lender Party as follows:



 









 





AGREEMENTS:




     Section 1. Definitions. Reference is hereby made to the Credit Agreement for all
purposes. All terms used in this Guaranty that are defined in the Credit Agreement and not
otherwise defined herein shall have the same meanings when used herein. All references herein to
any Obligation Document, Loan Document, or other document or instrument refer to the same as from
time to time amended, supplemented or restated. As used herein the following terms shall have the
following meanings:



     “Additional Guarantor” has the meaning given to such term in Section 11.



     “Administrative Agent” means the Person who, at the time in question, is the
“Administrative Agent” under the Credit Agreement.



     “Guaranty Supplement” has the meaning given to such term in Section 11.



     “Lender Parties” means the Administrative Agent, the LC Issuer, and the Lenders.



     “Lenders” has the meaning given to such term in the Credit Agreement.



     “Obligations” means collectively all of the indebtedness, obligations, and
undertakings which are guaranteed by each Guarantor and described in subsections (a) and (b) of
Section 2.



     “Obligation Documents” means this Guaranty, the Notes, the Credit Agreement, the other
Loan Documents, all other documents and instruments under, by reason of which, or pursuant to which
any or all of the Obligations are evidenced, governed, secured, or otherwise dealt with.



     “Obligors” means the Borrower, the Guarantors and any other endorsers, guarantors or
obligors, primary or secondary, of any or all of the Obligations.



     Section 2. Guaranty.



     (a) Each Guarantor hereby irrevocably, absolutely, and unconditionally guarantees to each
Lender Party the prompt, complete, and full payment when due, and no matter how the same shall
become due, of:




          (i) all Obligations, as defined in the Credit Agreement, including all principal of,
all interest on, and all other sums payable in connection therewith; and




          (ii) all the LC Obligations, including all obligations of the Borrower to make
reimbursements and other payments to the LC Issuer and to the Lenders in respect of Letters
of Credit issued pursuant to the Credit Agreement; and




          (iii) all other sums payable under the other Loan Documents, whether for principal,
interest, fees or otherwise; and




          (iv) any and all other indebtedness, obligations or liabilities which may at any time
be owed to any Lender Party, whether incurred heretofore or hereafter or concurrently
herewith, under or pursuant to any of the Loan Documents, and including



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interest, reasonable attorneys’ fees and collection costs as may be provided by law or
in any instrument or agreement evidencing any such indebtedness or liability.



Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend
to and include all post-petition interest, expenses, and other duties and liabilities of the
Borrower described above in this subsection (a), or below in the following subsection (b), which
would be owed by the Borrower but for the fact that they are unenforceable or not allowable due to
the existence of a bankruptcy, reorganization, or similar proceeding involving the Borrower.




     (b) Each Guarantor hereby irrevocably, absolutely, and unconditionally guarantees to each
Lender Party the prompt, complete and full payment, when due, and no matter how the same shall
become due, of all obligations and undertakings of the Borrower to such Lender Party under, by
reason of, or pursuant to any of the Obligation Documents.



     (c) If the Borrower shall for any reason fail to pay any Obligation, as and when such
Obligation shall become due and payable, whether at its stated maturity, as a result of the
exercise of any power to accelerate, or otherwise, each Guarantor will, upon demand by the
Administrative Agent, pay such Obligation in full to the Administrative Agent for the benefit of
the Lender Party to whom such Obligation is owed.



     (d) If either the Borrower or any Guarantor fail to pay any Obligation as described in the
immediately preceding subsections (a), (b), or (c) each Guarantor will incur the additional
obligation to pay to the Administrative Agent, and each Guarantor will forthwith upon demand by the
Administrative Agent pay to the Administrative Agent, the amount of any and all reasonable
expenses, including fees and disbursements of the Administrative Agent’s counsel and of any experts
or agents retained by the Administrative Agent, which the Administrative Agent may incur as a
result of such failure.



     (e) As between the Guarantors and each Lender Party, this Guaranty shall be considered a
primary and liquidated liability of each Guarantor.



     (f) The liability of each Guarantor hereunder shall be limited to the maximum amount of
liability that can be incurred without rendering this Guaranty, as it relates to such Guarantor,
voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for
any greater amount.



     (g) The books and records of the Lender Parties showing the amount of any of the Obligations
shall be admissible in evidence in any action or proceeding, and shall be binding upon the
Guarantors and conclusive for the purpose of establishing the amount of the Obligations.



     (h) Each Guarantor shall make all payments hereunder without setoff or counterclaim and free
and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees,
deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or
hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or
other authority therein unless such Guarantor is compelled by law to make such deduction or
withholding. If any such obligation (other than one arising with respect to taxes based on or



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measured by the income or profits of any Lender Party) is imposed upon such Guarantor with respect
to any amount payable by it hereunder, such Guarantor will pay to the Administrative Agent, on the
date on which such amount is due and payable hereunder, such additional amount in Dollars as shall
be necessary to enable each Lender Party to receive the same net amount that such Lender Party
would have received on such due date had no such obligation been imposed upon such Guarantor. Each
Guarantor will deliver promptly to the Administrative Agent certificates or other valid vouchers
for all taxes or other charges deducted from or paid with respect to payments made by such
Guarantor hereunder. The obligations of the Guarantors under this paragraph shall survive the
payment in full of the Obligations and termination of this Guaranty.




     Section 3. Unconditional Guaranty.



     (a) No action which the Administrative Agent or any other Lender Party may take or omit to
take in connection with any of the Obligation Documents or any of the Obligations (or any other
indebtedness owing by the Borrower to the Administrative Agent or any other Lender Party), and no
course of dealing of the Administrative Agent or any other Lender Party with any Obligor or any
other Person, shall release or diminish any Guarantor’s obligations, liabilities, agreements or
duties hereunder, affect this Guaranty in any way, or afford any Guarantor any recourse against the
Administrative Agent or any other Lender Party, regardless of whether any such action or inaction
may increase any risks to or liabilities of the Administrative Agent or any other Lender Party or
any Obligor. Without limiting the foregoing, each Guarantor hereby expressly agrees that any
Lender Party may, from time to time, without notice to or the consent of any Guarantor, do any or
all of the following:




          (i) Amend, change or modify, in whole or in part, any one or more of the Obligation
Documents and give or refuse to give any waivers or other indulgences with respect thereto.




          (ii) Neglect, delay, fail, or refuse to take or prosecute any action for the collection
or enforcement of any of the Obligations, to foreclose or take or prosecute any action in
connection with any Obligation Document, to bring suit against any Obligor or any other
Person, or to take any other action concerning the Obligations or the Obligation Documents.




          (iii) Accelerate, change, rearrange, extend, or renew the time, rate, terms, or manner
for payment or performance of any one or more of the Obligations (whether for principal,
interest, fees, expenses, indemnifications, affirmative or negative covenants, or
otherwise).




          (iv) Compromise or settle any unpaid or unperformed Obligation or any other obligation
or amount due or owing, or claimed to be due or owing, under any one or more of the
Obligation Documents.




          (v) Discharge, release, substitute or add Obligors.



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          (vi) Apply all monies received from Obligors or others to any one or more of the
Obligations as the Administrative Agent or the other Lender Parties may determine to be in
their best interest, without in any way being required to apply all or any part of such
monies upon any particular Obligations.



     (b) No action or inaction of any Obligor or any other Person, and no change of law or
circumstances, shall release or diminish any Guarantor’s obligations, liabilities, agreements, or
duties hereunder, affect this Guaranty in any way, or afford any Guarantor any recourse against any
Lender Party. Without limiting the foregoing, the obligations, liabilities, agreements, and duties
of the Guarantors under this Guaranty shall not be released, diminished, impaired, reduced, or
affected by the occurrence of any or all of the following from time to time, even if occurring
without notice to or without the consent of any Guarantor:




          (i) Any voluntary or involuntary liquidation, dissolution, sale of all or substantially
all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment
for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or
composition of any Obligor or any other proceedings involving any Obligor or any of the
assets of any Obligor under laws for the protection of debtors, or any discharge,
impairment, modification, release, or limitation of the liability of, or stay of actions or
lien enforcement proceedings against, any Obligor, any properties of any Obligor, or the
estate in bankruptcy of any Obligor in the course of or resulting from any such proceedings.




          (ii) The failure by the Administrative Agent or any other Lender Party to file or
enforce a claim in any proceeding described in the immediately preceding subsection (i) or
to take any other action in any proceeding to which any Obligor is a party.




          (iii) The release by operation of law of any Obligor from any of the Obligations or any
other obligations to the Administrative Agent or any other Lender Party.




          (iv) The invalidity, deficiency, illegality, or unenforceability of any of the
Obligations or the Obligation Documents, in whole or in part, any bar by any statute of
limitations or other law of recovery on any of the Obligations, or any defense or excuse for
failure to perform on account of force majeure, act of God, casualty, impossibility,
impracticability, or other defense or excuse whatsoever, other than the defense of payment
having been made to the Lender Parties in accordance with this Guaranty or the Credit
Agreement.




          (v) The failure of any Obligor or any other Person to sign any guaranty or other
instrument or agreement within the contemplation of any Obligor, the Administrative Agent or
any other Lender Party.




          (vi) The fact that the Guarantors may have incurred directly part of the Obligations or
are otherwise primarily liable therefor.




          (vii) Without limiting any of the foregoing, any fact or event (whether or not similar
to any of the foregoing) which in the absence of this provision would or might



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constitute or afford a legal or equitable discharge or release of or defense to a
guarantor or surety other than the actual payment by the Borrower of the Obligations or the
actual payment by the Guarantors under this Guaranty.



     (c) The Administrative Agent, on behalf of any Lender Party, may invoke the benefits of this
Guaranty before pursuing any remedies against any Obligor or any other Person. The Administrative
Agent, on behalf of any Lender Party, may maintain an action against any Guarantor on this Guaranty
without joining any other Obligor therein and without bringing a separate action against any other
Obligor.



     (d) If any payment to any Lender Party by any Obligor is held to constitute a preference or a
voidable transfer under applicable state or federal laws, or if for any other reason any Lender
Party is required to refund such payment to the payor thereof or to pay the amount thereof to any
other Person, such payment to such Lender Party shall not constitute a release of any Guarantor
from any liability hereunder, and each Guarantor agrees to pay such amount to such Lender Party on
demand and agrees and acknowledges that this Guaranty shall continue to be effective or shall be
reinstated, as the case may be, to the extent of any such payment or payments. Any transfer by
subrogation which is made as contemplated in Section 6 prior to any such payment or payments shall
(regardless of the terms of such transfer) be automatically voided upon the making of any such
payment or payments, and all rights so transferred shall thereupon revert to and be vested in the
Lender Parties.



     (e) This is a continuing guaranty and shall apply to and cover all Obligations and renewals
and extensions thereof and substitutions therefor from time to time.



     Section 4. Waiver. Each Guarantor hereby waives, with respect to the Obligations,
this Guaranty, and the other Obligation Documents:



     (a) notice of the incurrence of any Obligation by the Borrower, and notice of any kind
concerning the assets, liabilities, financial condition, creditworthiness, businesses, prospects,
or other affairs of the Borrower (it being understood and agreed that: (i) each Guarantor shall
take full responsibility for informing itself of such matters, (ii) neither the Administrative
Agent nor any Lender Party shall have any responsibility of any kind to inform any Guarantor of
such matters, and (iii) the Administrative Agent and the other Lender Parties are hereby authorized
to assume that each Guarantor, by virtue of its relationships with the Borrower which are
independent of this Guaranty, has full and complete knowledge of such matters whenever any Lender
Party extends credit to the Borrower or takes any other action which may change or increase any
Guarantor’s liabilities or losses hereunder).



     (b) notice that the Administrative Agent, the other Lender Parties, any Obligor, or any other
Person has taken or omitted to take any action under any Obligation Document or any other agreement
or instrument relating thereto or relating to any Obligation.



     (c) notice of acceptance of this Guaranty and all rights of each Guarantor under any statute
or law discharging such Guarantor from liability hereunder for failure to sue on this Guaranty.



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     (d) default, demand, presentment for payment, and notice of default, demand, dishonor,
nonpayment, or nonperformance.



     (e) notice of intention to accelerate, notice of acceleration, protest, notice of protest,
notice of any exercise of remedies (as described in the following Section 5 or otherwise), and all
other notices of any kind whatsoever.



     Section 5. Exercise of Remedies. The Administrative Agent, on behalf of any Lender
Party, shall have the right to enforce, from time to time, in any order and at its sole discretion,
any rights, powers and remedies which any Lender Party may have under the Obligation Documents or
otherwise, including judicial foreclosure, the exercise of rights of power of sale, the taking of a
deed or assignment in lieu of foreclosure, the appointment of a receiver to collect rents, issues
and profits, the exercise of remedies against personal property, or the enforcement of any
assignment of leases, rentals, oil or gas production, or other properties or rights, whether real
or personal, tangible or intangible; and each Guarantor shall be liable to the Lender Parties
hereunder for any deficiency resulting from the exercise by the Administrative Agent of any such
right or remedy even though any rights which any Guarantor may have against the Borrower or others
may be destroyed or diminished by exercise of any such right or remedy. No failure on the part of
any Lender Party to exercise, and no delay in exercising, any right hereunder or under any other
Obligation Document shall operate as a waiver thereof; nor shall any single or partial exercise of
any right preclude any other or further exercise thereof or the exercise of any other right. The
rights, powers and remedies of the Lender Parties provided herein and in the other Obligation
Documents are cumulative and are in addition to, and not exclusive of, any other rights, powers or
remedies provided by law or in equity. The rights of the Lender Parties hereunder are not
conditional or contingent on any attempt by any Lender Party to exercise any of its rights under
any other Obligation Document against any Obligor or any other Person.



     Section 6. Limited Subrogation.



     (a) Until all of the Obligations have been paid and performed in full, no Guarantor shall have
any right to exercise any right of subrogation, reimbursement, indemnity, exoneration, contribution
or any other claim which it may now or hereafter have against or to any Obligor in connection with
this Guaranty (including any right of subrogation under any statute or other law), and each
Guarantor hereby waives any rights to enforce any remedy which such Guarantor may have against the
Borrower. If any amount shall be paid to any Guarantor on account of any such subrogation or other
rights or any such other remedy at any time when all of the Obligations and all other expenses
guaranteed pursuant hereto shall not have been paid in full, such amount shall be held in trust for
the benefit of the Administrative Agent, shall be segregated from the other funds of such Guarantor
and shall forthwith be paid over to the Administrative Agent to be held by the Administrative Agent
as collateral for, or then or at any time thereafter applied in whole or in part by the
Administrative Agent against, all or any portion of the Obligations, whether matured or unmatured,
in such order as the Administrative Agent shall elect.



     (b) If any Guarantor shall make payment to the Administrative Agent of all or any portion of
the Obligations and if all of the Obligations shall be finally paid in full, the Administrative
Agent will, at such Guarantor’s request and expense, execute and deliver to such



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Guarantor (without recourse, representation or warranty) appropriate documents necessary to
evidence the transfer by subrogation to such Guarantor of an interest in the Obligations resulting
from such payment by such Guarantor; provided that such transfer shall be subject to Section 3(d)
above and that without the consent of the Administrative Agent (which the Administrative Agent may
withhold in its discretion) such Guarantor shall not have the right to be subrogated to any claim
or right against any Obligor which has become owned by the Administrative Agent or any Lender
Party, whose ownership has otherwise changed in the course of enforcement of the Obligation
Documents, or which the Administrative Agent otherwise has released or wishes to release from its
Obligations.




     (c) Upon full and final payment of the Obligations, each Guarantor which has made payments
upon the Obligations shall be entitled to contribution from each other Guarantor hereunder, to the
end that all such payments upon the Obligations shall be shared among all Guarantors in proportion
to their respective Net Worths, provided that the contribution obligations of each Guarantor shall
be limited to the maximum amount that it can pay at such time without rendering its contribution
obligations voidable under applicable law relating to fraudulent conveyances or fraudulent
transfers. As used in this subsection, the “Net Worth” of each Guarantor means, at any time, the
remainder of (i) the fair value of such Guarantor’s assets (other than such right of contribution),
minus (ii) the fair value of such Guarantor’s liabilities (other than its liabilities under its
guaranty of the Obligations).



     Section 7. Successors and Assigns. No Guarantor’s rights or obligations hereunder may
be assigned or delegated, but this Guaranty and such obligations shall pass to and be fully binding
upon the successors of each Guarantor, as well as each Guarantor. This Guaranty shall apply to and
inure to the benefit of each Lender Party and its successors or assigns, subject in all cases to
the provisions of the Credit Agreement regarding assignment, participation, and transfer. Without
limiting the generality of the immediately preceding sentence, each Lender Party may assign, grant
a participation in, or otherwise transfer any Obligation held by it or any portion thereof, and
each Lender Party may assign or otherwise transfer its rights or any portion thereof under any
Obligation Document, to any other Person, subject in all cases to the provisions of the Credit
Agreement regarding such assignment, participation, or transfer, and such other Person shall
thereupon become entitled to all of the benefits in respect thereof granted to such Lender Party
hereunder unless otherwise expressly provided by such Lender Party in connection with such
assignment or transfer.



     Section 8. Subordination and Offset. Each Guarantor hereby subordinates and makes
inferior to the Obligations any and all indebtedness now or at any time hereafter owed by the
Borrower to such Guarantor. Each Guarantor agrees that after the occurrence of any Default or
Event of Default it will neither permit the Borrower to repay such indebtedness or any part thereof
nor accept payment from the Borrower of such indebtedness or any part thereof without the prior
written consent of each Lender Party. If any Guarantor receives any such payment without the prior
written consent of the Administrative Agent, the amount so paid shall be held in trust for the
benefit of the Lender Parties, shall be segregated from the other funds of such Guarantor, and
shall forthwith be paid over to the Administrative Agent to be held by the Administrative Agent as
collateral for, or then or at any time thereafter applied in whole or in part by the Administrative
Agent against, all or any portions of the Obligations, whether matured or unmatured, in such order
as the Administrative Agent shall elect. Each Guarantor hereby



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grants to each Lender Party a right of offset, executable as set forth in the immediately
succeeding sentence, to secure the payment of the Obligations and such Guarantor’s obligations and
liabilities hereunder, which right of offset shall be upon any and all monies, securities and other
property (and the proceeds therefrom) of such Guarantor now or hereafter held or received by or in
transit to any Lender Party from or for the account of such Guarantor, whether for safekeeping,
custody, pledge, transmission, collection or otherwise, and also upon any and all deposits (general
or special), credits and claims of such Guarantor at any time existing against any Lender Party.
Upon the occurrence of any Event of Default, each Lender Party is hereby authorized at any time and
from time to time, without notice to any Guarantor, to offset, appropriate and apply any and all
items hereinabove referred to against the Obligations and the Guarantors’ obligations and
liabilities hereunder irrespective of whether or not such Lender Party shall have made any demand
under this Guaranty and although such obligations and liabilities may be contingent or unmatured.
Each Lender Party agrees promptly to notify the applicable Guarantor after any such offset and
application made by such Lender Party, provided that the failure to give such notice shall not
affect the validity of such offset and application. The rights of each Lender Party under this
section are in addition to, and shall not be limited by, any other rights and remedies (including
other rights of offset) which any Lender Party may have.




     Section 9. Representations and Warranties. Each Guarantor hereby represents and
warrants to each Lender Party as follows:



     (a) Recitals 3, 4, and 5 at the beginning of this Guaranty are true and correct in all
respects.



     (b) Each of the representations and warranties contained in Article V of the Credit Agreement
are true, insofar as they refer to each Guarantor, or to the assets, operations, conditions,
agreements, business or actions of such Guarantor, as one of the Restricted Persons, or to the Loan
Documents to which such Guarantor is a party.



     (c) Upon the effectiveness of the Credit Agreement and the other Loan Documents to which each
Guarantor is a party and the consummation of the transactions contemplated hereby and thereby, (i)
each Guarantor will be solvent (as such term is used in applicable bankruptcy, liquidation,
receivership, insolvency or similar Laws), and the sum of such Guarantor’s absolute and contingent
liabilities, including the Obligations or guarantees thereof, shall not exceed the fair market
value of such Guarantor’s assets (computed taking into account such Guarantor’s rights of
subrogation and contribution described in Section 6), and (ii) each Guarantor’s capital should be
adequate for the businesses in which such Guarantor is engaged and intends to be engaged. No
Guarantor has incurred (whether hereunder, under the other Loan Documents to which it is a party or
otherwise), nor does any Guarantor intend to incur or believe that it will incur, debts that will
be beyond its ability to pay as such debts mature.



     Section 10. Covenants. Each Guarantor hereby agrees to observe and comply with each
of the covenants and agreements made in the Credit Agreement, insofar as they refer to such
Guarantor, or the assets, obligations, conditions, agreements, business, or actions of such
Guarantor, as one of the Restricted Persons, or to the Loan Documents to which such Guarantor is a
party.



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     Section 11. Amendments; Guaranty Supplements. No amendment of any provision of this
Guaranty shall be effective unless it is in writing and signed by the Guarantors and the
Administrative Agent, and no waiver of any provision of this Guaranty, and no consent to any
departure by any Guarantor therefrom, shall be effective unless it is in writing and signed by the
Administrative Agent, and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given and to the extent specified in such writing.
In addition, all such amendments and waivers shall be effective only if given with the necessary
approvals of the Lenders as required in Section 10.01 of the Credit Agreement. Upon the execution
and delivery by any Person of a guaranty supplement in substantially the form of Exhibit A
hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional
Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a
“Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in
any other Loan Document to a “Guarantor” shall also mean and be a reference to such Additional
Guarantor, and (ii) each reference herein to “this Guaranty,” “hereunder,” “hereof” or words of
like import referring to this Guaranty and each reference in any other Loan Document to the
“Guaranty,” “thereunder,” “thereof” or words of like import referring to this Guaranty, shall mean
and be a reference to this Guaranty as supplemented by such Guaranty Supplement.



     Section 12. Severability. If any provision of this Guaranty is held to be illegal,
invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions
of this Guaranty shall not be affected or impaired thereby and (b) the parties shall endeavor in
good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid
provisions, the economic effect of which comes as close as possible to that of the illegal, invalid
or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.



     Section 13. Interpretive Provisions. With reference to this Guaranty:



     (a) The definitions of terms herein shall apply equally to the singular and plural forms of
the terms defined. Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words “include,” “includes” and
“including” shall be deemed to be followed by the phrase “without limitation.” The word
“will” shall be construed to have the same meaning and effect as the word “shall.”
Unless the context requires otherwise, (i) any definition of or reference to any agreement,
instrument or other document shall be construed as referring to such agreement, instrument or other
document as from time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein), (ii) any reference
herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the
words “herein,” “hereof” and “hereunder,” and words of similar import,
shall be construed to refer to this Guaranty in its entirety and not to any particular provision
thereof, (iv) all references in this Guaranty to Articles, Sections, Exhibits and Schedules shall
be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Guaranty in
which such references appear, (v) any reference to any law shall include all statutory and
regulatory provisions consolidating, amending replacing or interpreting such law and any reference
to any law or regulation shall, unless otherwise specified, refer to such law or regulation as
amended, modified or supplemented from time to time, and (vi) the words “asset” and
“property” shall be construed to



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have the same meaning and effect and to refer to any and all tangible and intangible assets and
properties, including cash, securities, accounts and contract rights.




     (b) In the computation of periods of time from a specified date to a later specified date, the
word “from” means “from and including;” the words “to” and “until”
each mean “to but excluding;” and the word “through” means “to and
including.”



     (c) Section headings herein are included for convenience of reference only and shall not
affect the interpretation of this Guaranty.



     Section 14. Term. This Guaranty shall be irrevocable until all of the Obligations
have been completely and finally paid and performed, no Lender Party has any obligation to make any
loans or other advances or to extend credit to the Borrower, and all obligations and undertakings
of the Borrower under, by reason of, or pursuant to the Obligation Documents have been completely
performed, and this Guaranty is thereafter subject to reinstatement as provided in Section 3(d).
All extensions of credit and financial accommodations heretofore or hereafter made by the
Administrative Agent and the other Lender Parties to the Borrower shall be conclusively presumed to
have been made in acceptance hereof and in reliance hereon. Notwithstanding the foregoing, the
Administrative Agent may from time to time release one or more Guarantors from its obligations
under this Guaranty as permitted in Section 9.10 of the Credit Agreement.



     Section 15. Notices. All notices and other communications provided for herein shall
be in writing and shall be delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopier addressed (a) to the Administrative Agent at the address
listed in the Credit Agreement and (b) to Guarantor at the address listed on Guarantor’s signature
page hereto or to such other address or to the attention of such other individual as hereafter
shall be designated in writing by the applicable party sent in accordance herewith. Notices sent
by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to
have been given when received; notices sent by telecopier shall be deemed to have been given when
sent (except that, if not given during normal business hours for the recipient, shall be deemed to
have been given at the opening of business on the next business day for the recipient).



     Section 16. Limitation on Interest. The Lender Parties and the Guarantors intend to
contract in strict compliance with applicable usury law from time to time in effect, and the
provisions of the Credit Agreement limiting the interest for which any Guarantor is obligated are
expressly incorporated herein by reference.



     Section 17. Loan Document. This Guaranty is a Loan Document, as defined in the Credit
Agreement, and is subject to the provisions of the Credit Agreement governing Loan Documents. Each
Guarantor hereby approves the Credit Agreement and the other Loan Documents and hereby ratifies and
confirms any provisions thereof which relate to such Guarantor.



     Section 18. Counterparts; Effectiveness. This Guaranty may be executed in
counterparts (and by different parties hereto in different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract.



11









 





Delivery of an executed counterpart of a signature page of this Guaranty by telecopy shall be
effective as delivery of a manually executed counterpart of this Guaranty.




     Section 19. Expenses; Indemnity; Damage Waiver.



     (a) Costs and Expenses. Each Guarantor shall pay all reasonable out-of-pocket
expenses incurred by the Administrative Agent, any Lender or the LC Issuer (including the fees,
charges and disbursements of any counsel for the Administrative Agent, any Lender or the LC
Issuer), and shall pay all fees and time charges for attorneys who may be employees of the
Administrative Agent, any Lender or the LC Issuer, in connection with the enforcement or protection
of its rights in connection with this Guaranty, including its rights under this Section, including
all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in
respect of the Obligations.



     (b) Indemnification. Each Guarantor shall indemnify the Administrative Agent (and any
sub-agent thereof), each Lender and the LC Issuer, and each Related Party of any of the foregoing
Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee
harmless from, any and all losses, claims, damages, liabilities and related expenses (including the
fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold
harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be
employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any
third party or by any Guarantor arising out of, in connection with, or as a result of (i) the
execution or delivery of this Guaranty, any other Loan Document or any agreement or instrument
contemplated hereby or thereby, the performance by the parties hereto of their respective
obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or
thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom,
(iii) any actual or alleged presence or release of Hazardous Materials on or from any property
owned or operated by the Borrower or any of its Subsidiaries, or any Liability under Environmental
Law related in any way to the Borrower or any of its Subsidiaries, (iv) any civil penalty or fine
assessed by the U. S. Department of the Treasury’s Office of Foreign Assets Control against, and
all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection
with defense thereof by the Administrative Agent, the LC Issuer or any Lender as a result of the
funding of Loans, the issuance of Letters of Credit, or the acceptance of payments under the Loan
Documents, or (v) any actual or prospective claim, litigation, investigation or proceeding relating
to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a
third party or by the Borrower, any Guarantor, or any other Restricted Person, and regardless of
whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in
whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee;
provided that such indemnity shall not, as to any Indemnitee, be available to the extent
that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the
Borrower, any Guarantor, or any other Restricted Person
against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or
under any other Loan Document, if the Borrower, such Guarantor, or such Restricted Person has
obtained a final and nonappealable judgment in its favor on such claim as determined by a court of
competent jurisdiction.



12









 





     (c) Waiver of Consequential Damages, Etc. To the fullest extent permitted by
applicable law, each Guarantor shall not assert, and hereby waives, any claim against any
Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages
(as opposed to direct or actual damages) arising out of, in connection with, or as a result of,
this Guaranty, any other Loan Document or any agreement or instrument contemplated hereby, the
transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the
proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any
damages arising from the use by unintended recipients of any information or other materials
distributed by it through telecommunications, electronic or other information transmission systems
in connection with this Guaranty or the other Loan Documents or the transactions contemplated
hereby or thereby.



     (d) Payments. All amounts due under this Section shall be payable not later than ten
Business Days after demand therefor.



     (e) Survival. The agreements in this Section shall survive the resignation of the
Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments,
the Credit Agreement and/or this Guaranty, and the repayment, satisfaction or discharge of all the
other Obligations.



     Section 20. GOVERNING LAW; JURISDICTION; ETC.



     (a) GOVERNING LAW. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.



     (b) SUBMISSION TO JURISDICTION. EACH OF THE UNDERSIGNED IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE
COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT
OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT, OR FOR
RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE UNDERSIGNED IRREVOCABLY AND
UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN
SUCH FEDERAL COURT. EACH OF THE UNDERSIGNED AGREES THAT A FINAL JUDGMENT IN ANY SUCH
ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON
THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS GUARANTY OR IN ANY OTHER LOAN
DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE LC ISSUER MAY
OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS GUARANTY OR ANY OTHER LOAN
DOCUMENT AGAINST ANY GUARANTOR OR ANY OF THEIR PROPERTIES IN THE COURTS OF ANY JURISDICTION.



13









 





     (c) WAIVER OF VENUE. EACH OF THE UNDERSIGNED IRREVOCABLY AND UNCONDITIONALLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE
TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR
ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE
UNDERSIGNED HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE
DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.



     (d) SERVICE OF PROCESS. EACH OF THE UNDERSIGNED IRREVOCABLY CONSENTS TO SERVICE OF
PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 15. NOTHING IN THIS GUARANTY WILL
AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE
LAW.



     Section 21. WAIVER OF JURY TRIAL. EACH GUARANTOR HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY
THEORY). EACH GUARANTOR HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE
OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY AND THE OTHER LOAN DOCUMENTS BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.



     Section 22.Final Agreement. This Guaranty and the other Loan Documents
represent the final agreement between the parties hereto and may not be contradicted by evidence of
prior, contemporaneous, or subsequent oral agreements of the parties hereto. There are no
unwritten oral agreements between the parties hereto.



[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]





14










 






     IN WITNESS WHEREOF, each Guarantor has executed and delivered this Guaranty as of the date
first written above.



	 	 	 	 	 	 	 	 	 
	 	 	LA GRANGE ACQUISITION, L.P.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	LA GP, LLC, its general partner
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Ray C. Davis
	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Ray C. Davis
	

	 	 	 	 	 	 	 	Co-Chief Executive Officer
	 
	 	 	 	 	 	 	 	 
	 	 	ETC GAS COMPANY, LTD.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	LG PL, LLC, its general partner
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Ray C. Davis
	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Ray C. Davis
	

	 	 	 	 	 	 	 	Co-Chief Executive Officer
	 
	 	 	 	 	 	 	 	 
	 	 	ETC TEXAS PIPELINE, LTD.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	LG PL, LLC, its general partner
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Ray C. Davis
	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Ray C. Davis
	

	 	 	 	 	 	 	 	Co-Chief Executive Officer
	 
	 	 	 	 	 	 	 	 
	 	 	ETC OKLAHOMA PIPELINE, LTD.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	LG PL, LLC, its general partner
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Ray C. Davis
	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Ray C. Davis
	

	 	 	 	 	 	 	 	Co-Chief Executive Officer
	 
	 	 	 	 	 	 	 	 
	 	 	ETC MARKETING, LTD.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	LGM, LLC, its general partner
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Ray C. Davis
	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Ray C. Davis
	

	 	 	 	 	 	 	 	Co-Chief Executive Officer






Signature Page to Subsidiary Guaranty




 









 








	 	 	 	 	 	 	 	 	 
	 	 	ETC OASIS, L.P.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	ETC OASIS GP, LLC, its general partner
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Ray C. Davis
	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Ray C. Davis
	

	 	 	 	 	 	 	 	Co-Chief Executive Officer
	 
	 	 	 	 	 	 	 	 
	 	 	WHISKEY BAY GAS COMPANY, LTD.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	FIVE DAWACO, LLC, its general partner
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Ray C. Davis
	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Ray C. Davis
	

	 	 	 	 	 	 	 	Co-Chief Executive Officer
	 
	 	 	 	 	 	 	 	 
	 	 	WHISKEY BAY GATHERING COMPANY, LTD.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	FIVE DAWACO, LLC, its general partner
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Ray C. Davis
	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Ray C. Davis
	

	 	 	 	 	 	 	 	Co-Chief Executive Officer
	 
	 	 	 	 	 	 	 	 
	 	 	CHALKLEY TRANSMISSION COMPANY, LTD.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	FIVE DAWACO, LLC, its general partner
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Ray C. Davis
	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Ray C. Davis
	

	 	 	 	 	 	 	 	Co-Chief Executive Officer
	 
	 	 	 	 	 	 	 	 
	 	 	TEXAS ENERGY TRANSFER COMPANY, LTD.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	TETC, LLC, its general partner
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Ray C. Davis
	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	Ray C. Davis
	

	 	 	 	 	 	 	 	Co-Chief Executive Officer






Signature Page to Subsidiary Guaranty





 










 







	 	 	 	 	 	 	 	 	 	 	 
	 	 	ET COMPANY I, LTD.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	 	 	FIVE DAWACO, LLC, its general partner
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	By:
	 	/s/
	 	Ray C. Davis
	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	 	 	Ray C. Davis
	

	 	 	 	 	 	 	 	 	 	Co-Chief Executive Officer
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	OASIS PIPE LINE COMPANY
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/	 	Ray C. Davis
	 	 	 	 	 
	 	 	 	 	 	 	Ray C. Davis
	 	 	 	 	 	 	Co-Chief Executive Officer
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	OASIS PIPE LINE FINANCE COMPANY
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/	 	Ray C. Davis
	 	 	 	 	 
	 	 	 	 	 	 	Ray C. Davis
	 	 	 	 	 	 	Co-Chief Executive Officer
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	OASIS PARTNER COMPANY
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/	 	Ray C. Davis
	 	 	 	 	 
	 	 	 	 	 	 	Ray C. Davis
	 	 	 	 	 	 	Co-Chief Executive Officer
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	OASIS PIPE LINE MANAGEMENT COMPANY
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/	 	Ray C. Davis
	 	 	 	 	 
	 	 	 	 	 	 	Ray C. Davis
	 	 	 	 	 	 	Co-Chief Executive Officer
	 
	 	 	OASIS PIPE LINE COMPANY TEXAS L.P.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	 	 	OASIS PIPE LINE MANAGEMENT COMPANY, its general partner
	 
	 	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	By:
	 	/s/
	 	Ray C. Davis
	 	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	 	 	Ray C. Davis
	

	 	 	 	 	 	 	 	 	 	Co-Chief Executive Officer





Signature Page to
Subsidiary Guaranty













 






	 	 	 	 	 	 	 
	 	 	LG PL, LLC
	 
	 	 	 	 	 	 
	 	 	By:	/s/ Ray C. Davis
	 	 	 	 
	 	 	 	 	Ray C. Davis
	 	 	 	 	Co-Chief Executive Officer
	 
	 	 	 	 	 	 
	 	 	LGM, LLC
	 
	 	 	 	 	 	 
	 	 	By:	/s/ Ray C. Davis
	 	 	 	 
	 	 	 	 	Ray C. Davis
	 	 	 	 	Co-Chief Executive Officer
	 
	 	 	 	 	 	 
	 	 	ETC OASIS GP, LLC
	 
	 	 	 	 	 	 
	 	 	By:	/s/ Ray C. Davis
	 	 	 	 
	 	 	 	 	Ray C. Davis
	 	 	 	 	Co-Chief Executive Officer
	 
	 	 	 	 	 	 
	 	 	FIVE DAWACO, LLC
	 
	 	 	 	 	 	 
	 	 	By:	/s/ Ray C. Davis
	 	 	 	 
	 	 	 	 	Ray C. Davis
	 	 	 	 	Co-Chief Executive Officer
	 
	 	 	 	 	 	 
	 	 	TETC, LLC
	 
	 	 	 	 	 	 
	 	 	By:	/s/ Ray C. Davis
	 	 	 	 
	 	 	 	 	Ray C. Davis
	 	 	 	 	Co-Chief Executive Officer
	 
	 	 	 	 	 	 
	 	 	ET TEXAS PROCESSING, LTD.
	 
	 	 	 	 	 	 
	 	 	By:	 	LG PL, LLC, its general partner
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	/s/ Ray C. Davis
	

	 	 	 	 	 
	

	 	 	 	 	 	Ray C. Davis
	

	 	 	 	 	 	Co-Chief Executive Officer








Signature Page to Subsidiary Guaranty












 






	 	 	 	 	 	 	 
	 	 	ENERGY TRANSFER FUEL, LP
	 
	 	 	 	 	 	 
	 	 	By:	 	ENERGY TRANSFER FUEL
GP, LLC,
	 	 	 	 	its general partner
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	/s/ Ray C. Davis
	

	 	 	 	 	 	 
	

	 	 	 	 	 	     Ray C. Davis
	

	 	 	 	 	 	     Co-Chief Executive Officer
	 
	 	 	 	 	 	 
	 	 	ENERGY TRANSFER FUEL, GP, LLC
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Ray C. Davis
	 	 	 	 	 
	 	 	 	 	     Ray C. Davis
	 	 	 	 	     Co-Chief Executive Officer
	 
	 	 	 	 	 	 
	 	 	ETC KATY PIPELINE, LTD.
	 
	 	 	 	 	 	 
	 	 	By:	 	LG PL, LLC, its general partner
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	/s/ Ray C. Davis
	

	 	 	 	 	 	 
	

	 	 	 	 	 	     Ray C. Davis
	

	 	 	 	 	 	     Co-Chief Executive Officer
	 
	 	 	 	 	 	 
	 	 	OASIS PIPELINE, LP
	 
	 	 	 	 	 	 
	 	 	By:	 	ETC OASIS GP, LLC,
	 	 	 	 	its general partner
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	/s/ Ray C. Davis
	

	 	 	 	 	 	 
	

	 	 	 	 	 	     Ray C. Davis
	

	 	 	 	 	 	     Co-Chief Executive Officer






Address of the Guarantors:




8801 South Yale Avenue, Suite 310

Tulsa, Oklahoma 74137

Attention: John Daigh



	 	 	 	 	 	 	 
	Telephone: (918) 492-7272 	 	 	 	 	 	Signature Page to Subsidiary Guaranty 
	Fax: (918) 493-7290	 	 	 	 	 	




 









 





AGREED TO as of the date

First written above:



WACHOVIA BANK,

NATIONAL ASSOCIATION,

as the Administrative Agent



	 	 	 
	By:

	 	/s/ David Humphreys
	

	 	

	Name: David Humphreys
	Title: Director






	 	 	 	 	 	 	 
	 	 	 	 	 	 	Signature Page to Subsidiary
Guaranty  
	 	 	 	 	 	 	 






 










 






EXHIBIT A




FORM OF GUARANTY
SUPPLEMENT




___________, 20__




Wachovia Bank, National Association, as the Administrative Agent

301 South College Street

Sixth Floor

Charlotte, North Carolina 28288



	 	 	 	 	 
	

	 	Re:
	 	Credit Agreement, dated as of January 18, 2005 (as amended, restated, extended,
	

	 	 	 	supplemented or otherwise modified in writing from time to time, the
	

	 	 	 	“Agreement”), among Energy Transfer Partners, L.P., a Delaware limited
	

	 	 	 	partnership (the “Borrower”), Wachovia Bank, National Association, as the
	

	 	 	 	Administrative Agent, the LC Issuer and Swingline Lender, Fleet National Bank, as
	

	 	 	 	Syndication Agent, BNP Paribas and The Royal Bank of Scotland plc, as Co-Documentation
	

	 	 	 	Agents, and the Lenders from time to time party thereto






Ladies and Gentlemen:




     Reference is made to the Credit Agreement and to that certain Guaranty of even date therewith,
executed by La Grange Acquisition, L.P., a Texas limited partnership, ETC Gas Company, Ltd., a
Texas limited partnership, ETC Texas Pipeline, Ltd., a Texas limited partnership, ETC Oklahoma
Pipeline, Ltd., a Texas limited partnership, ETC Katy Pipeline, Ltd., a Texas limited partnership,
ETC Marketing, Ltd., a Texas limited partnership, ETC Oasis, L.P., a Delaware limited partnership,
Whiskey Bay Gas Company, Ltd., a Texas limited partnership, Whiskey Bay Gathering Company, Ltd., a
Texas limited partnership, Chalkley Transmission Company, Ltd., a Texas limited partnership, Texas
Energy Transfer Company, Ltd., a Texas limited partnership, ET Company I, Ltd., a Texas limited
partnership, Energy Transfer Fuel, LP, a Delaware limited partnership, Oasis Pipeline, LP, a Texas
limited partnership, Oasis Pipe Line Company Texas L.P., a Texas limited partnership, ETC Texas
Processing, Ltd., a Texas limited partnership, Oasis Pipe Line Company, a Delaware corporation,
Oasis Pipe Line Finance Company, a Delaware corporation, Oasis Partner Company, a Delaware
corporation, Oasis Pipe Line Management Company, a Delaware corporation, LG PL, LLC, a Texas
limited liability company, LGM, LLC, a Texas limited liability company, ETC Oasis GP, LLC, a Texas
limited liability company, Five Dawaco, LLC, a Texas limited liability company, TETC, LLC, a Texas
limited liability company, and Energy Transfer Fuel GP, LLC, a Delaware limited liability company,
in favor of the Administrative Agent, for the benefit of the Lenders (as heretofore amended,
supplemented, modified or restated, the “Original Guaranty”; such Original Guaranty, as in
effect on the date hereof and as it may hereafter be amended, supplemented or otherwise modified
from time to time, together with this Guaranty Supplement, being the “Guaranty”). The
capitalized terms defined in the Guaranty or in the Credit Agreement and not otherwise defined
herein are used herein as therein defined.



     Section 1. Guaranty.



 









 





     (a) The undersigned hereby irrevocably, absolutely, and unconditionally guarantees to each
Lender Party the prompt, complete, and full payment when due, and no matter how the same shall
become due, of:




     (i) all Obligations, as defined in the Credit Agreement, including all principal of,
all interest on, and all other sums payable in connection therewith; and




     (ii) all the LC Obligations, including all obligations of the Borrower to make
reimbursements and other payments to the LC Issuer and to the Lenders in respect of Letters
of Credit issued pursuant to the Credit Agreement; and




     (iii) all other sums payable under the other Loan Documents, whether for principal,
interest, fees or otherwise; and




     (iv) any and all other indebtedness, obligations or liabilities which may at any time
be owed to any Lender Party, whether incurred heretofore or hereafter or concurrently
herewith, under or pursuant to any of the Loan Documents, and including interest, reasonable
attorneys’ fees and collection costs as may be provided by law or in any instrument or
agreement evidencing any such indebtedness or liability.


Without limiting the generality of the foregoing, the liability hereunder of each of the
undersigned shall extend to and include all post-petition interest, expenses, and other duties and
liabilities of the Borrower described above in this subsection (a), or below in the following
subsection (b), which would be owed by the Borrower but for the fact that they are unenforceable or
not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving
the Borrower.




     (b) The undersigned hereby irrevocably, absolutely, and unconditionally guarantees to each
Lender Party the prompt, complete and full payment, when due, and no matter how the same shall
become due, of all obligations and undertakings of the Borrower to such Lender Party under, by
reason of, or pursuant to any of the Obligation Documents.



     (c) If the Borrower shall for any reason fail to pay any Obligation, as and when such
Obligation shall become due and payable, whether at its stated maturity, as a result of the
exercise of any power to accelerate, or otherwise, each of the undersigned will, upon demand by the
Administrative Agent, pay such Obligation in full to the Administrative Agent for the benefit of
the Lender Party to whom such Obligation is owed.



     (d) If either the Borrower or any of the undersigned fail to pay any Obligation as described
in the immediately preceding subsections (a), (b), or (c), each of the undersigned will incur the
additional obligation to pay to the Administrative Agent, and each of the undersigned will
forthwith upon demand by the Administrative Agent pay to the Administrative Agent, the amount of
any and all reasonable expenses, including fees and disbursements of the Administrative Agent’s
counsel and of any experts or agents retained by the Administrative Agent, which the Administrative
Agent may incur as a result of such failure.



     (e) As between the undersigned and each Lender Party, this Guaranty shall be considered a
primary and liquidated liability of each Guarantor.



2









 





     (f) The liability of each of the undersigned hereunder shall be limited to the maximum amount
of liability that can be incurred without rendering this Guaranty, as it relates to such Person,
voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for
any greater amount.



     (g) The books and records of the Lender Parties showing the amount of any of the Obligations
shall be admissible in evidence in any action or proceeding, and shall be binding upon the
Guarantors and conclusive for the purpose of establishing the amount of the Obligations.



     Section 2. Obligations Under the Guaranty. The undersigned hereby agrees, as of the
date first above written, to be bound as a Guarantor by all of the terms and conditions of the
Guaranty to the same extent as each of the other Guarantors thereunder. The undersigned further
agrees, as of the date first above written, that each reference in the Guaranty to an “Additional
Guarantor” or a “Guarantor” shall also mean and be a reference to the undersigned, and each
reference in any other Loan Document to a “Guarantor” shall also mean and be a reference to the
undersigned.



     Section 3. Counterparts; Effectiveness. This Guaranty Supplement may be executed in
counterparts (and by different parties hereto in different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract.
Delivery of an executed counterpart of a signature page of this Guaranty Supplement by telecopy
shall be effective as delivery of a manually executed counterpart of this Guaranty Supplement.



     Section 4. GOVERNING LAW; SUBMISSION TO JURISDICTION.



     (a) GOVERNING LAW. THIS GUARANTY SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.



     (b) SUBMISSION TO JURISDICTION. EACH OF THE UNDERSIGNED IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE
COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT
OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY SUPPLEMENT OR ANY OTHER LOAN DOCUMENT, OR
FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE UNDERSIGNED IRREVOCABLY AND
UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN
SUCH FEDERAL COURT. EACH OF THE UNDERSIGNED AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR
PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT
OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS GUARANTY SUPPLEMENT OR IN ANY OTHER LOAN
DOCUMENT SHALL AFFECT ANY RIGHT



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THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE LC ISSUER MAY OTHERWISE HAVE TO BRING ANY
ACTION OR PROCEEDING RELATING TO THIS GUARANTY SUPPLEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY OF
THE UNDERSIGNED OR ANY OF THEIR PROPERTIES IN THE COURTS OF ANY JURISDICTION.




     (c) WAIVER OF VENUE. EACH OF THE UNDERSIGNED IRREVOCABLY AND UNCONDITIONALLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE
TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY
SUPPLEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION.
EACH OF THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY
SUCH COURT.



     (d) SERVICE OF PROCESS. EACH OF THE UNDERSIGNED HEREBY IRREVOCABLY CONSENTS TO
SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 15 OF THE GUARANTY.
NOTHING IN THIS GUARANTY SUPPLEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.



     Section 5. WAIVER OF JURY TRIAL. EACH OF THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY SUPPLEMENT OR
ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY THEORY). EACH OF THE UNDERSIGNED HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY
SUPPLEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.



     Section 6.
Final Agreement. This Guaranty Supplement and the other Loan
Documents represent the final agreement between the parties hereto and may not be contradicted by
evidence of prior, contemporaneous, or subsequent oral agreements of the parties hereto. There are
no unwritten oral agreements between the parties hereto.



[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]




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     IN WITNESS WHEREOF, the undersigned has executed and delivered this Guaranty Supplement as of
the date first written above.



	 	 	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 	 	 
	 	 	[NAME OF ADDITIONAL GUARANTOR]
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	

	 	 	 	


	

	 	Name:	 	 	 	 
	

	 	Title:
	 	 	.	 







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