##### 



EXHIBIT 10.1
 SECURITIES PURCHASE AGREEMENT
 by and among   Ray C. Davis ,
an individual person
 Avatar Holdings, LLC,  a Texas limited liability company
 Avatar Investments, LP,  a Texas limited partnership
 Natural Gas Partners VI, L.P. ,
a Delaware limited partnership
 Lon Kile ,
an individual person
 MHT Properties, Ltd.,  a Texas limited partnership
 and
 P. Brian Smith Holdings LP,  a Texas limited partnership
 collectively, as the Selling Parties,
 LE GP, LLC,  a Delaware limited liability company
 and
 Enterprise GP Holdings L.P. ,
a Delaware limited partnership,
 as Buyer,
 for the purchase and sale of
 (i) an aggregate of 34.9% of the Equity Units representing membership interests of  LE GP, LLC ,
a Delaware limited liability company,
 and (ii) 38,976,090 Common Units representing limited partner interests of  Energy Transfer Equity, L.P. ,
a Delaware limited partnership
 dated as of May 7, 2007




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TABLE OF CONTENTS
 PageARTICLE I. SALE AND PURCHASE
    
    
    2SECTION 1.1. Agreement to Sell and to Purchase
    
    
    2SECTION 1.2. Deliveries at Closing
    
    
    2SECTION 1.3. Purchase Price
    
    
    6ARTICLE II. REPRESENTATIONS AND WARRANTIES OF SELLING PARTIES
    
    
    6SECTION 2.1. Representations and Warranties with Respect to the Selling Parties and their
Interests
    
    
    6SECTION 2.2. Representations of the General Partner
    
    
    8ARTICLE III. REPRESENTATIONS AND WARRANTIES OF BUYER
    
    
    13SECTION 3.1. Limited Partnership Organization
    
    
    13SECTION 3.2. Validity of Agreement; Authorization
    
    
    13SECTION 3.3. No Conflict or Violation
    
    
    13SECTION 3.4. Consents and Approvals
    
    
    14SECTION 3.5. Buyer Status
    
    
    14SECTION 3.6. Brokers
    
    
    14SECTION 3.7. Independent Investigation
    
    
    14SECTION 3.8. Investment Intent; Investment Experience; Restricted Securities
    
    
    14SECTION 3.9. Litigation
    
    
    15SECTION 3.10. Title to Redeemed Interests
    
    
    15ARTICLE IV. COVENANTS
    
    
    15SECTION 4.1. Further Assurances
    
    
    15SECTION 4.2. Commercially Reasonable Efforts
    
    
    15SECTION 4.3. Notice of Breach
    
    
    15SECTION 4.4. Tax Covenants
    
    
    16SECTION 4.5. No Control of the General Partner
    
    
    16ARTICLE V. CONDITIONS TO OBLIGATIONS OF BUYER
    
    
    16SECTION 5.1. Receipt of Documents
    
    
    16SECTION 5.2. Representations and Warranties of the Selling Parties
    
    
    16SECTION 5.3. Performance of Selling Parties Obligations
    
    
    17SECTION 5.4. No Violation of Orders
    
    
    17SECTION 5.5. Unitholder Rights and Restrictions Agreement
    
    
    17SECTION 5.6. Amended and Restated GP LLC Agreement
    
    
    17SECTION 5.7. 10b-5 Certificate of ETE
    
    
    17ARTICLE VI. CONDITIONS TO OBLIGATIONS OF SELLING PARTIES
    
    
    17SECTION 6.1. Receipt of Documents
    
    
    17SECTION 6.2. Representations and Warranties of Buyer
    
    
    18SECTION 6.3. Performance of Buyers Obligations
    
    
    18SECTION 6.4. No Violation of Orders
    
    
    18
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PageSECTION 6.5. Unitholder Rights and Restrictions Agreement
    
    
    18SECTION 6.6. Amended and Restated GP LLC Agreement
    
    
    18ARTICLE VII. TERMINATION AND ABANDONMENT
    
    
    18SECTION 7.1. Methods of Termination; Upset Date
    
    
    18SECTION 7.2. Effect of Termination
    
    
    19ARTICLE VIII. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION
    
    
    19SECTION 8.1. Survival
    
    
    19SECTION 8.2. Indemnification Coverage
    
    
    20SECTION 8.3. Procedures
    
    
    20SECTION 8.4. Tax Treatment of Indemnity Payments
    
    
    20SECTION 8.5. Remedies
    
    
    20ARTICLE IX. MISCELLANEOUS PROVISIONS
    
    
    20SECTION 9.1. Publicity
    
    
    20SECTION 9.2. Successors and Assigns; Third-Party Beneficiaries
    
    
    20SECTION 9.3. Fees and Expenses
    
    
    20SECTION 9.4. Notices
    
    
    20SECTION 9.5. Entire Agreement
    
    
    20SECTION 9.6. Waivers and Amendments
    
    
    20SECTION 9.7. Severability
    
    
    20SECTION 9.8. Titles and Headings
    
    
    20SECTION 9.9. Signatures and Counterparts
    
    
    20SECTION 9.10. Enforcement of the Agreement; Damages
    
    
    20SECTION 9.11. Governing Law
    
    
    20SECTION 9.12. Disclosure
    
    
    20SECTION 9.13. Consent to Jurisdiction
    
    
    20SECTION 9.14. Certain Definitions
    
    
    20
 ExhibitsExhibit 1.2(a)(i)(3)
    
    Amended and Restated GP LLC AgreementExhibit 1.2(a)(i)
    
    Davis AssignmentExhibit 1.2(a)(iv)
    
    NGP AssignmentExhibit 1.2(c)
    
    ETE AssignmentExhibit 5.5
    
    Unitholder Rights and Restrictions AgreementExhibit 5.7
    
    10b-5 Certificate of ETE
 -ii-




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Disclosure SchedulesSchedule 1.3
    
    Purchase Price AllocationSchedule 2.1(c)
    
    Consents and ApprovalsSchedule 2.1(h)
    
    Contracts with General Partner and its SubsidiariesSchedule 2.2(c)
    
    Consents and ApprovalsSchedule 2.2(e)
    
    Subsidiaries; Equity Interests; Business of the General PartnerSchedule 2.2(f)
    
    No Conflict or ViolationSchedule 2.2(g)
    
    General Partner Financial StatementsSchedule 2.2(h)(ii)
    
    TaxesSchedule 2.2(i)
    
    Absence of Undisclosed LiabilitiesSchedule 2.2(j)
    
    Litigation
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Index of Defined Terms
 Affiliate
    
    9.14Agreement
    
    PreambleAmended and Restated LLCAgreement
    
    1.2(a)(i)Avatar LLC
    
    PreambleAvatar LP
    
    PreambleBuyer
    
    PreambleClosing
    
    1.1(b)Closing Date
    
    1.1(b)Code
    
    2.1(h)(ii)Common Units
    
    RecitalsConfidentiality Agreement
    
    9.14Current GP Members
    
    RecitalsDavis
    
    PreambleDavis Assignment
    
    1.2(a)(i)Encumbrances
    
    1.1(a)(i)EPE Assignment
    
    1.2(c)ETE
    
    RecitalsETE Unit Transfer Application(s)
    
    1.2(c)(ii)ETP
    
    RecitalsGAAP
    
    2.2(g)General Partner
    
    RecitalsGeneral Partner Entities
    
    2.2(c)Governmental Authority
    
    2.1(d)GP Financial Statements
    
    2.2(g)GP Interest
    
    RecitalsGP LLC Agreement
    
    2.2(b)GP LLC Interests
    
    RecitalsGP Sellers
    
    RecitalsIDRs
    
    PreambleIndemnifying Party
    
    8.2(a)Kile
    
    PreambleLegal Proceeding
    
    2.2(j)Loss
    
    8.2(a)Losses
    
    8.2(a)Material Adverse Effect
    
    9.14MHT Properties
    
    PreambleNGP VI
    
    PreambleNGP Assignment
    
    1.2(a)(iv)Offered Common Units
    
    RecitalsOrganizational Documents
    
    9.14Partnership Agreement
    
    9.14Partnership Entities
    
    2.1(c)Person
    
    9.14Purchase Price
    
    1.3Redeemed Interests
    
    1.1(a)Securities
    
    RecitalsSecurities Act
    
    3.8Selling Parties
    
    PreambleSmith Holdings
    
    PreambleTax, or Taxes
    
    2.2(h)(i)Tax Returns
    
    2.2(h)(i)Transaction Documents
    
    9.14(h)Transfer Agent
    
    1.2(a)(i)Transfer Taxes
    
    4.4(a)Warren
    
    Preamble
 -iv-




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SECURITIES PURCHASE AGREEMENT
 Agreement Davis Avatar LLC Avatar LP NGP
VI Kile MHT Properties Smith Holdings Selling
Parties Buyer General Partner
 W I T N E S S E T H:
 WHEREAS, Warren Current GP
Members GP Sellers
 WHEREAS ETE GP Interest Common
Units
 WHEREAS ETP
 WHEREAS
 WHEREAS, GP LLC Interests Offered Common Units Securities
 WHEREAS
 -1-




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NOW, THEREFORE,
 ARTICLE I.
 SALE AND PURCHASE
 SECTION 1.1. Agreement to Sell and to Purchase
  Encumbrances Section 2.2(a) Section 9.14
   Closing Closing Date
 SECTION 1.2. Deliveries at Closing
  (i)
    
    Davis shall deliver to Buyer:
 (1)
    
    a duly executed assignment of membership
interest, in substantially the form attached hereto as Exhibit
1.2(a)(i), transferring 201,252 Equity Units representing a 12.745%
GP LLC Interest (the Davis Assignment);
 -2-




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(2)
    
    (i) a duly executed certificate, countersigned
by the American Stock Transfer & Trust Company, as the transfer agent
and registrar with respect to the Common Units (the Transfer Agent),
representing 14,048,545 Common Units in the name of the Buyer (or an
Affiliate of the Buyer designated in writing by the Buyer), (ii) a copy
of a letter from the General Partner, addressed to and acknowledged by
the Transfer Agent, instructing the Transfer Agent to cancel the
certificate(s) representing such Common Units and to reissue a new
certificate representing 14,048,545 Common Units in the name of the
Buyer (or an Affiliate of the Buyer designated in writing by the Buyer)
and (iii) a copy of the cancelled certificate(s) representing such
Common Units previously owned by it; and(3)
    
    a duly executed copy of the Amended and
Restated Limited Liability Company Agreement of LE GP LLC, in
substantially the form attached hereto as Exhibit 1.2(a)(i)(3)
(the Amended and Restated GP LLC Agreement).
 (ii)
    
    Avatar LLC shall deliver to Buyer:
 (1)
    
    (i) a duly executed certificate, countersigned
by the Transfer Agent, representing 12,925 Common Units in the name of
the Buyer (or an Affiliate of the Buyer designated in writing by the
Buyer), (ii) a copy of a letter from the General Partner, addressed to
and acknowledged by the Transfer Agent, instructing the Transfer Agent
to cancel the certificate(s) representing such Common Units and to
reissue a new certificate representing 12,925 Common Units in the name
of the Buyer (or an Affiliate of the Buyer designated in writing by the
Buyer) and (iii) a copy of the cancelled certificate(s) representing
such Common Units previously owned by it.
 (iii)
    
    Avatar LP shall deliver to Buyer:
 (1)
    
    (i) a duly executed certificate, countersigned
by the Transfer Agent, representing 6,801,489 Common Units in the name
of the Buyer (or an Affiliate of the Buyer designated in writing by the
Buyer), (ii) a copy of a letter from the General Partner, addressed
to and acknowledged by the Transfer Agent, instructing the Transfer
Agent to cancel the certificate(s) representing such Common Units and
to reissue a new certificate representing 6,801,489 Common Units in
the name of the Buyer (or an Affiliate of the Buyer designated in
writing by the Buyer) and (iii) a copy of the cancelled
certificate(s) representing such Common Units previously owned by it.
 -3-




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(iv)
    
    NGP VI shall deliver to Buyer:
 (1)
    
    a duly executed assignment of membership
interests, in substantially the form attached hereto as Exhibit
1.2(a)(iv), transferring 675,999 Equity Units representing a
42.813% GP LLC Interest (the NGP Assignment);(2)
    
    (i) a duly executed certificate, countersigned
by the Transfer Agent (as defined below), representing 17,202,745
Common Units in the name of the Buyer (or an Affiliate of the Buyer
designated in writing by the Buyer), (ii) a copy of a letter from the
General Partner, addressed to and acknowledged by the Transfer Agent,
instructing the Transfer Agent to cancel the certificate(s)
representing such Common Units and to reissue a new certificate
representing 17,202,745 Common Units in the name of the Buyer (or an
Affiliate of the Buyer designated in writing by the Buyer) and (iii) a
copy of the cancelled certificate(s) representing such Common Units
previously owned by it; and(3)
    
    a duly executed copy of the Amended and
Restated GP LLC Agreement.
 (v)
    
    Kile shall deliver to Buyer:
 (1)
    
    (i) a duly executed certificate, countersigned
by the Transfer Agent, representing 129,592 Common Units in the name of
the Buyer (or an Affiliate of the Buyer designated in writing by the
Buyer), (ii) a copy of a letter from the General Partner, addressed to
and acknowledged by the Transfer Agent, instructing the Transfer Agent
to cancel the certificate(s) representing such Common Units and to
reissue a new certificate representing 129,592 Common Units in the name
of the Buyer (or an Affiliate of the Buyer designated in writing by the
Buyer) and (iii) a copy of the cancelled certificate(s) representing
such Common Units previously owned by it.
 (vi)
    
    MHT Properties shall deliver to Buyer:
 (1)
    
    (i) a duly executed certificate, countersigned
by the Transfer Agent, representing 129,592 Common Units in the name of
the Buyer (or an Affiliate of the Buyer designated in writing by the
Buyer), (ii) a copy of a letter from the General Partner, addressed to
and acknowledged by the Transfer Agent, instructing the Transfer Agent
to cancel the certificate(s) representing such Common Units and to
reissue a new certificate representing 129,592 Common Units in the name
of the Buyer (or an Affiliate of the Buyer designated in writing by the
Buyer) and (iii) a copy of
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the cancelled certificate(s) representing
such Common Units previously owned by it.
 (vii)
    
    Smith Holdings shall deliver to Buyer:
 (1)
    
    (i) a duly executed certificate, countersigned
by the Transfer Agent, representing 259,182 Common Units in the name of
the Buyer (or an Affiliate of the Buyer designated in writing by the
Buyer), (ii) a copy of a letter from the General Partner, addressed to
and acknowledged by the Transfer Agent, instructing the Transfer Agent
to cancel the certificate(s) representing such Common Units and to
reissue a new certificate representing 259,182 Common Units in the name
of the Buyer (or an Affiliate of the Buyer designated in writing by the
Buyer) and (iii) a copy of the cancelled certificate(s) representing
such Common Units previously owned by it.
   Section 1.3
 ETE Unit Transfer Application(s)
  EPE Assignment
   -5-




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SECTION 1.3. Purchase Price Purchase
Price Schedule 1.3 Schedule 1.3
 ARTICLE II.
 REPRESENTATIONS AND WARRANTIES OF SELLING PARTIES
 SECTION 2.1. Representations and Warranties with Respect to the Selling Parties and their
Interests
 Organization
      Validity of Agreement; Authorization
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Consents and Approvals Schedule 2.1(c) Schedule 2.2(e) Schedule
2.2(e) Partnership Entities
 No Conflict or Violation Section 9.14 Governmental Authority Schedule 2.2(d)
 Title
 Litigation
 Brokers
 Contracts with General Partner and its Subsidiaries Schedule 2.1(h) provided however
 -7-




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Section 2.1(h)
 SECTION 2.2. Representations of the General Partner
 Organization Section 9.14
 Validity of Agreement; Authorization
 Consents and Approvals; No Prohibition on Distributions Schedule 2.2(c)
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Capitalization of the General Partner; Title
 GP LLC
Agreement
   Subsidiaries; Equity Interests; Business of the General Partner Entities
 Schedule 2.2(e) Schedule
2.2(e) General Partner Entities
  No Conflict or Violation
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Section 9.14 Schedule
2.2(f)
 General Partner Financial Statements Schedule 2.2(g) GP Financial Statements GAAP
 Tax Matters
 Tax Returns Tax Taxes
 Schedule 2.2(h)(ii)
 -10-




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Schedule 2.2(h)(ii) Code
 Absence of Undisclosed Liabilities
 Schedule 2.2(i)
 Schedule 2.2(i)
 Litigation Schedule 2.2(j)
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Legal Proceeding
 Brokers
 ARTICLE III.
 REPRESENTATIONS AND WARRANTIES OF BUYER
  SECTION 3.1. Limited Partnership Organization
 SECTION 3.2. Validity of Agreement; Authorization
 SECTION 3.3. No Conflict or Violation
 -12-




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SECTION 3.4. Consents and Approvals Schedule 3.4
 SECTION 3.5. Buyer Status
 SECTION 3.6. Brokers Schedule 3.6
 SECTION 3.7. Independent Investigation
 SECTION 3.8. Investment Intent; Investment Experience; Restricted Securities Securities Act
 -13-




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SECTION 3.9. Litigation .
 SECTION 3.10. Title to Redeemed Interests
 ARTICLE IV.
 COVENANTS
 SECTION 4.1. Further Assurances
 SECTION 4.2. Commercially Reasonable Efforts
 SECTION 4.3. Notice of Breach Article II
 SECTION 4.4. Tax Covenants
 Transfer Taxes Section 4.4
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SECTION 4.5. No Control of the General Partner Section 1.1(a)
 ARTICLE V.
 CONDITIONS TO OBLIGATIONS OF BUYER
  SECTION 5.1. Receipt of Documents Sections
1.2(a)(i)-(vii) Section 1.2(d)
 SECTION 5.2. Representations and Warranties of the Selling Parties
 SECTION 5.3. Performance of Selling Parties Obligations
 SECTION 5.4. No Violation of Orders
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SECTION 5.5. Unitholder Rights and Restrictions Agreement Exhibit 5.5
 SECTION 5.6. Amended and Restated GP LLC Agreement
 SECTION 5.7. 10b-5 Certificate of ETE Exhibit 5.7
 ARTICLE VI.
 CONDITIONS TO OBLIGATIONS OF SELLING PARTIES
  SECTION 6.1. Receipt of Documents Section
1.2(b)
 SECTION 6.2. Representations and Warranties of Buyer
 SECTION 6.3. Performance of Buyers Obligations
 SECTION 6.4. No Violation of Orders -16-
        SECTION 6.5. Unitholder Rights and Restrictions Agreement Exhibit 5.5
 SECTION 6.6. Amended and Restated GP LLC Agreement
 ARTICLE VII.
 TERMINATION AND ABANDONMENT
 SECTION 7.1. Methods of Termination; Upset Date Section 7.1(e)
      SECTION 7.2. Effect of Termination Section 7.1(a) (d) Sections 9.3 9.4 Section 7.1(b) Section
7.1(c)
 -17-




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ARTICLE VIII.
 SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION
 SECTION 8.1. Survival provided, however Section 2.1(b) Section 2.2(b) Section 2.1(e) Section 2.1(g) Section 2.2(d) Section 2.2 Article I Section 4.1 Article
VIII Article IX
 SECTION 8.2. Indemnification Coverage
 Indemnifying Parties Loss Losses Section 2.2 Section 2.1 provided
  Section 8.2(a)(i) Section 2.2(d)(iii) Schedule 1.3 Section 8.2(a)(i) Section 8.2(a)(ii) 8.2(a)(iii) Schedule 1.3
 Section 8.2(a)(i) Section 2.2(d) Section 8.2(a)(i) Section
2.2(d) Section 8.2(a)(ii) 8.2(a)(iii)
 -18-




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Section 8.1
  Section 8.1
  SECTION 8.3. Procedures
 Article VIII Section
8.2(c)(iv) provided, however provided, however
 -19-




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SECTION 8.4. Tax Treatment of Indemnity Payments Article VIII Article VIII
 SECTION 8.5. Remedies
 Article VIII
  Section 8.5 Section 5.7
 Section 2.2 Section 1.01(a)(ii) Section 1.01(a)(iii) Section 1.2(d)(i) Article VIII
 -20-




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ARTICLE IX.
 MISCELLANEOUS PROVISIONS
 SECTION 9.1. Publicity provided
 SECTION 9.2. Successors and Assigns; Third-Party Beneficiaries Article VIII provided, however
 SECTION 9.3. Fees and Expenses
 SECTION 9.4. Notices
 (a)
    
    If to Buyer, to:
 
 -21-




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(b)
    
    If to the Selling Parties, to:
 
  
 
  
 -22-




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Section 9.4 Section 9.4
 -23-




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SECTION 9.5. Entire Agreement
 SECTION 9.6. Waivers and Amendments
 SECTION 9.7. Severability
 SECTION 9.8. Titles and Headings
 SECTION 9.9. Signatures and Counterparts
 -24-




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SECTION 9.10. Enforcement of the Agreement; Damages
 SECTION 9.11. Governing Law
 SECTION 9.12. Disclosure
 SECTION 9.13. Consent to Jurisdiction
 SECTION 9.14. Certain Definitions
 Action
 -25-




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Antitrust Investigation
 Antitrust Laws
 Affiliate
 Confidentiality Agreement
 Governmental Authority
 Material Adverse Effect
 Non-ETE Subsidiary
 Organizational Documents
 Partnership Agreement
 Person
 -26-




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Transaction Documents
 Unitholders Rights and Restrictions Agreements
 -27-




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SELLING PARTIES:
    
    Ray C. DavisBy:
    
    /s/ Ray C. DavisName:
    
    Ray C. DavisAvatar Holdings, LLCBy:
    
    /s/ Ray C. DavisName:
    
    Ray C. DavisTitle:
    
    PresidentAvatar Investments, LPBy:
    
    Avatar Holdings, LLC, its general partnerBy:
    
    /s/ Ray C. DavisName:
    
    Ray C. DavisTitle:
    
    PresidentNatural Gas Partners VI, L.P.By:
    
    G.F.W. Energy VI, L.P., general partnerBy:
    
    GFW VI, L.L.C., general partnerBy:
    
    /s/ Kenneth A. HershName:
    
    Kenneth A. HershTitle:
    
    Authorized MemberLon KileBy:
    
    /s/ Lon KileName:
    
    Lon KileMHT Properties, Ltd.MHT Properties, Ltd.By: MHT Group, LLC, its general partnerBy:
    
    /s/ Eric R. PitcherName:
    
    Eric R. PitcherTitle:
    
    President
 -28-




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P. Smith Holdings LPBy:
    
    P. Brian Smith Capital Corp., its general partnerBy:
    
    /s/ Kenneth A. HershName:
    
    Kenneth A. HershTitle:
    
    Attorney-in-FactBUYER:
    
    Enterprise GP Holding L.P.By:
    
    EPE HOLDINGS, LLC, its general partnerBy:
    
    /s/ Michael A. CreelName:
    
    Michael A. Creel, CEOGENERAL PARTNER:
    
    LE GP, LLCBy:
    
    /s/ John W. McReynoldsName:
    
    John W. McReynoldsTitle:
    
    President
 -29-