Second Supplement Indenture, dated as of February 24, 2005




  
 Exhibit 10.45 
  
 ENERGY
TRANSFER PARTNERS, L.P., 
  
 as Issuer, 
  
 THE GUARANTEEING SUBSIDIARIES NAMED HEREIN, 
  
 as Guaranteeing Subsidiaries, 
  
 THE SUBSIDIARY GUARANTORS NAMED HEREIN, 
  
 as Subsidiary Guarantors, 
  
 and 
  
 WACHOVIA BANK, 
 NATIONAL ASSOCIATION, 
  
 as Trustee 
  

  
 SECOND SUPPLEMENTAL INDENTURE 
  
 Dated as of February 24, 2005 
  
 to 
  
 Indenture dated as of
January 18, 2005 
  

  
 5.95% Senior Notes due 2015 
  

  
 Second Supplemental Indenture 







 THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of
February 24, 2005, is among Energy Transfer Partners, L.P., a Delaware limited partnership (the “Partnership”), HPL Holdings GP, L.L.C., a Delaware limited liability company, HP Houston Holdings, L.P., a Delaware limited
partnership, HPL Consolidation LP, a Delaware limited partnership, HPL Storage GP, LLC, a Delaware limited liability company, HPL Asset Holdings, LP, a Delaware limited partnership, HPL Leaseco, LP, a Delaware limited partnership, HPL GP, LLC, a
Delaware limited liability company, Houston Pipe Line Company, LP, a Delaware limited partnership, HPL Resources Company, LP, a Delaware limited partnership, HPL Gas Marketing, LP, a Delaware limited partnership, and HPL Houston Pipe Line Company,
LLC, a Delaware limited liability company (each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), La Grange Acquisition, L.P., a Texas limited partnership, Five Dawaco,
LLC, a Texas limited liability company, ET Company I, Ltd., a Texas limited partnership, Chalkley Transmission Company, Ltd., a Texas limited partnership, Whiskey Bay Gathering Company, Ltd., a Texas limited partnership, Whiskey Bay Gas Company,
Ltd., a Texas limited partnership, TETC, LLC, a Texas limited liability company, Texas Energy Transfer Company, Ltd., a Texas limited partnership, LG PL, LLC, a Texas limited liability company, ETC Texas Pipeline, Ltd., a Texas limited partnership,
ETC Oklahoma Pipeline, Ltd., a Texas limited partnership, ETC Texas Processing, Ltd., a Texas limited partnership, ETC Katy Pipeline, Ltd., a Texas limited partnership, ETC Gas Company, Ltd., a Texas limited partnership, LGM, LLC, a Texas limited
liability company, ETC Marketing, Ltd., a Texas limited partnership, ETC Oasis GP, LLC, a Texas limited liability company, Oasis Pipeline, LP, a Texas limited partnership, ETC Oasis, L.P., a Delaware limited partnership, Energy Transfer Fuel GP,
LLC, a Delaware limited liability company, Energy Transfer Fuel, LP, a Delaware 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, and Oasis Pipe Line Company Texas L.P., a Texas limited partnership (collectively, the “Subsidiary Guarantors”), and Wachovia Bank, National
Association, a national banking association, as trustee under the Indenture referred to below (the “Trustee”). 
  
 RECITALS: 
  
 WHEREAS, the Partnership and the Subsidiary Guarantors have heretofore executed and delivered to the Trustee an Indenture, dated as of January 18, 2005,
and that certain supplemented by a First Supplemental Indenture, dated as of January 18, 2005 (as supplemented, the “Indenture”), providing for the issuance of an initial aggregate principal amount of $750,000,000 of 5.95%
Senior Notes due 2015 (the “Notes”); 
  
 WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee
all of the Partnership’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”) and 
  
 WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental
Indenture. 







 NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto do hereby mutually covenant and agree as follows: 
  
 ARTICLE I 
 DEFINITIONS 
  
 SECTION 1.1 Generally. 
  
 (a) Capitalized terms used herein and not otherwise defined herein shall
have the respective meanings ascribed thereto in the Indenture. 
  
 (b) The rules of interpretation set forth in the Indenture shall be applied hereto as if set forth in full herein. 
  
 ARTICLE II 
 GUARANTEES

  
 SECTION 2.1 Guarantee of the Notes by Guaranteeing
Subsidiaries. 
  
 In accordance with Article X of the
Indenture, the Notes shall be entitled to the benefits of the Guarantee of each of the Guaranteeing Subsidiaries. 
  
 SECTION 2.2 Release of Guarantees. 
  
 In addition to the provisions of Section 10.04(a) of the Indenture, the Guarantee of the Notes of any Guaranteeing Subsidiary shall be unconditionally
released and discharged, following delivery of written notice by the Partnership to the Trustee, upon the release and discharge of all guarantees or other obligations of such Guaranteeing Subsidiary with respect to the obligations of Energy Transfer
or its Subsidiaries under the Credit Agreement. 
  
 SECTION 2.3
Reinstatement of Guarantees. 
  
 If at any time following
any release of the Guarantee of a Guaranteeing Subsidiary pursuant to Section 2.2 above, such Guaranteeing Subsidiary again guarantees, becomes a co-obligor with respect to or otherwise provides direct credit support for any obligations of the
Partnership or any of its Subsidiaries under the Credit Agreement, then such Guaranteeing Subsidiary shall again guarantee the Partnership’s obligations under the Notes and the Partnership shall cause such Guaranteeing Subsidiary to promptly
execute and deliver a supplemental indenture to the Indenture, in a form satisfactory to the Trustee, providing for the Guarantee by such Guaranteeing Subsidiary of the Partnership’s obligations under the Notes in accordance with Article X of
the Indenture. 
  
 SECTION 2.4 Guaranteeing Subsidiaries Deemed
to be Subsidiary Guarantors 
  
 From and after the date of
this Supplemental Indenture, the Guaranteeing Subsidiaries shall be deemed to be Subsidiary Guarantors as defined in the Indenture. 
  

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 ARTICLE III 
 MISCELLANEOUS PROVISIONS 
  
 SECTION 3.1 Ratification of Indenture. 
  
 The
Indenture, as supplemented by this Supplemental Indenture, is in all respects ratified and confirmed, and this Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided. 
  
 SECTION 3.2 Trustee Not Responsible for Recitals. 
  
 The recitals contained herein shall be taken as the statements of the
Partnership, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture. 
  
 SECTION 3.3 Headings, etc. 
  
 The headings of the Articles and Sections of this Supplemental Indenture
have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof. 
  
 SECTION 3.4 Counterpart Originals. 
  
 The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement. 
  
 SECTION 3.5
Governing Law. 
  
 THIS SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 
  
 [Signature Pages Follow] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed
as of the day and year first above written. 
  

					
	ISSUER:
	
	ENERGY TRANSFER PARTNERS, L.P.
		
	By:	 	U.S. Propane, L.P.,
	 	 	its general partner
		
	By:	 	U.S. Propane, L.L.C.,
	 	 	its general partner
			
	 	 	By:	 	 /s/ Ray C. Davis


	 	 	Name:	 	Ray C. Davis
	 	 	Title:	 	Co-Chief Executive Officer
	
	GUARANTEEING SUBSIDIARIES:
	
	HPL HOLDINGS GP, L.L.C.
		
	By:	 	 /s/ H. Michael Krimbill


	 	 	Name:	 	H. Michael Krimbill
	 	 	Title:	 	President and Chief Financial Officer
	
	HP HOUSTON HOLDINGS, L.P.
		
	By:	 	HPL HOLDINGS GP, L.L.C.,
	 	 	its general partner
			
	 	 	By:	 	 /s/ H. Michael Krimbill


	 	 	Name:	 	H. Michael Krimbill
	 	 	Title:	 	President and Chief Financial Officer
	
	HPL CONSOLIDATION LP
		
	By:	 	HPL HOLDINGS GP, L.L.C.,
	 	 	its general partner
			
	 	 	By:	 	 /s/ H. Michael Krimbill


	 	 	Name:	 	H. Michael Krimbill
	 	 	Title:	 	President and Chief Financial Officer


  
 Signature Page
of the Second Supplemental Indenture 








					
	HPL STORAGE GP, LLC
		
	By:	 	 /s/ H. Michael Krimbill


	Name:	 	H. Michael Krimbill
	Title:	 	President and Chief Financial Officer
	
	HPL ASSET HOLDINGS, LP
		
	By:	 	HPL STORAGE GP, LLC,
	 	 	its general partner
			
	 	 	By:	 	 /s/ H. Michael Krimbill


	 	 	Name:	 	H. Michael Krimbill
	 	 	Title:	 	President and Chief Financial Officer
	
	HPL LEASECO, LP
		
	By:	 	HPL STORAGE GP, LLC,
	 	 	its general partner
			
	 	 	By:	 	 /s/ H. Michael Krimbill


	 	 	Name:	 	H. Michael Krimbill
	 	 	Title:	 	President and Chief Financial Officer
	
	HPL GP, LLC
		
	By:	 	 /s/ H. Michael Krimbill


	Name:	 	H. Michael Krimbill
	Title:	 	President and Chief Financial Officer
	
	HOUSTON PIPE LINE COMPANY, LP
		
	By:	 	HPL GP, LLC,
	 	 	its general partner
			
	 	 	By:	 	 /s/ H. Michael Krimbill


	 	 	Name:	 	H. Michael Krimbill
	 	 	Title:	 	President and Chief Financial Officer


  
 Signature Page
of the Second Supplemental Indenture 








					
	HPL RESOURCES COMPANY, LP
		
	By:	 	HPL GP, LLC,
	 	 	its general partner
			
	 	 	By:	 	 /s/ H. Michael Krimbill


	 	 	Name:	 	H. Michael Krimbill
	 	 	Title:	 	President and Chief Financial Officer
	
	HPL GAS MARKETING, LP
		
	By:	 	HPL GP, LLC,
	 	 	its general partner
			
	 	 	By:	 	 /s/ H. Michael Krimbill


	 	 	Name:	 	H. Michael Krimbill
	 	 	Title:	 	President and Chief Financial Officer
	
	HPL HOUSTON PIPE LINE COMPANY, LLC
		
	By:	 	 /s/ H. Michael Krimbill


	Name:	 	H. Michael Krimbill
	Title:	 	President and Chief Financial Officer
	
	SUBSIDIARY GUARANTORS:
	
	LA GRANGE ACQUISITION, L.P.
		
	By:	 	LA GP, LLC, its general partner
			
	 	 	By:	 	 /s/ Ray C. Davis


	 	 	Name:	 	Ray C. Davis
	 	 	Title:	 	Co-Chief Executive Officer
	
	LG PL, LLC
		
	By:	 	 /s/ Ray C. Davis


	Name:	 	Ray C. Davis
	Title:	 	Co-Chief Executive Officer


  
 Signature Page
of the Second Supplemental Indenture 








					
	ETC TEXAS PIPELINE, LTD.
	ETC GAS COMPANY, LTD.
	ETC OKLAHOMA PIPELINE, LTD.
	ETC KATY PIPELINE, LTD.
	ETC TEXAS PROCESSING, LTD.
		
	By:	 	LG PL, LLC, its general partner
			
	 	 	By:	 	 /s/ Ray C. Davis


	 	 	Name:	 	Ray C. Davis
	 	 	Title:	 	Co-Chief Executive Officer
	
	LGM, LLC
		
	By:	 	 /s/ Ray C. Davis


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


	 	 	Name:	 	Ray C. Davis
	 	 	Title:	 	Co-Chief Executive Officer
	
	ETC OASIS GP, LLC
		
	By:	 	 /s/ Ray C. Davis


	Name:	 	Ray C. Davis
	Title:	 	Co-Chief Executive Officer
	
	OASIS PIPELINE, LP
	ETC OASIS, L.P.
		
	By:	 	 ETC OASIS GP, LLC, its general
 partner

			
	 	 	By:	 	 /s/ Ray C. Davis


	 	 	Name:	 	Ray C. Davis
	 	 	Title:	 	Co-Chief Executive Officer


  
 Signature Page
of the Second Supplemental Indenture 








					
	FIVE DAWACO, LLC
		
	By:	 	 /s/ Ray C. Davis


	Name:	 	Ray C. Davis
	Title:	 	Co-Chief Executive Officer
	
	ET COMPANY I, LTD.
	CHALKLEY TRANSMISSION COMPANY, LTD.
	WHISKEY BAY GATHERING COMPANY, LTD.
	WHISKEY BAY GAS COMPANY, LTD.
		
	By:	 	FIVE DAWACO, LLC, its general partner
			
	 	 	By:	 	 /s/ Ray C. Davis


	 	 	Name:	 	Ray C. Davis
	 	 	Title:	 	Co-Chief Executive Officer
	
	TETC, LLC
		
	By:	 	 /s/ Ray C. Davis


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


	 	 	Name:	 	Ray C. Davis
	 	 	Title:	 	Co-Chief Executive Officer
	
	OASIS PIPE LINE COMPANY
		
	By:	 	 /s/ Ray C. Davis


	Name:	 	Ray C. Davis
	Title:	 	Co-Chief Executive Officer
	
	OASIS PIPE LINE FINANCE COMPANY
		
	By:	 	 /s/ Ray C. Davis


	Name:	 	Ray C. Davis
	Title:	 	Co-Chief Executive Officer


  
 Signature Page
of the Second Supplemental Indenture 








					
	OASIS PARTNER COMPANY
		
	By:	 	 /s/ Ray C. Davis


	Name:	 	Ray C. Davis
	Title:	 	Co-Chief Executive Officer
	
	OASIS PIPE LINE MANAGEMENT COMPANY
		
	By:	 	 /s/ Ray C. Davis


	Name:	 	Ray C. Davis
	Title:	 	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


	 	 	Name:	 	Ray C. Davis
	 	 	Title:	 	Co-Chief Executive Officer
	
	ENERGY TRANSFER FUEL GP, LLC
		
	By:	 	 /s/ Ray C. Davis


	Name:	 	Ray C. Davis
	Title:	 	Co-Chief Executive Officer
	
	ENERGY TRANSFER FUEL, LP
		
	By:	 	ENERGY TRANSFER FUEL GP, LLC, its general partner
			
	 	 	By:	 	 /s/ Ray C. Davis


	 	 	Name:	 	Ray C. Davis
	 	 	Title:	 	Co-Chief Executive Officer


  
 Signature Page
of the Second Supplemental Indenture 
  










			
	TRUSTEE:
	
	 WACHOVIA BANK, NATIONAL
 ASSOCIATION

		
	 By:
	 	  


	 Name:
	 	 
	 Title:
	 	 


  
 Signature Page
of the Second Supplemental Indenture