##### 



Exhibit 10.1
  364-DAY TERM LOAN AGREEMENT




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##### 



TABLE OF CONTENTS
 Section
    
    PageARTICLE I DEFINITIONS AND ACCOUNTING TERMS
    
    
    11.01 Defined Terms
    
    
    11.02 Other Interpretive Provisions
    
    
    201.03 Accounting Terms
    
    
    201.04 Rounding
    
    
    211.05 Times of Day
    
    
    21ARTICLE II THE COMMITMENTS AND LOANS
    
    
    212.01 Term Loans
    
    
    212.02 Reserved
    
    
    212.03 Requests for Loans
    
    
    212.04 Continuations and Conversions of Existing Loans
    
    
    222.05 Use of Proceeds
    
    
    232.06 Prepayments of Loans
    
    
    232.07 Interest Rates and Fees
    
    
    242.08 Evidence of Debt
    
    
    252.09 Payments Generally; Administrative Agents Clawback
    
    
    262.10 Sharing of Payments by Lenders
    
    
    27ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY
    
    
    283.01 Taxes
    
    
    283.02 Illegality
    
    
    303.03 Inability to Determine Rates
    
    
    303.04 Increased Costs; Reserves on Eurodollar Loans
    
    
    313.05 Compensation for Losses
    
    
    323.06 Mitigation Obligations; Replacement of Lenders
    
    
    323.07 Survival
    
    
    33ARTICLE IV CONDITIONS PRECEDENT TO LOANS
    
    
    334.01 Conditions of Loans
    
    
    334.02 Additional Conditions to Loans
    
    
    34ARTICLE V REPRESENTATIONS AND WARRANTIES
    
    
    355.01 No Default
    
    
    355.02 Organization and Good Standing
    
    
    355.03 Authorization
    
    
    355.04 No Conflicts or Consents
    
    
    355.05 Enforceable Obligations
    
    
    365.06 Initial Financial Statements; No Material Adverse Effect
    
    
    365.07 Taxes
    
    
    365.08 Full Disclosure
    
    
    365.09 Litigation
    
    
    365.10 ERISA
    
    
    375.11 Compliance with Laws
    
    
    375.12 Ownership of Property; Liens
    
    
    375.13 Environmental Compliance
    
    
    375.14 Insurance
    
    
    385.15 Margin Regulations; Investment Company Act
    
    
    38
 i




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Section
    
    PageARTICLE VI AFFIRMATIVE COVENANTS
    
    
    386.01 Books, Financial Statements and Reports
    
    
    386.02 Other Information and Inspections
    
    
    406.03 Notice of Material Events
    
    
    406.04 Maintenance of Properties
    
    
    416.05 Maintenance of Existence and Qualifications
    
    
    416.06 Payment of Obligations
    
    
    416.07 Insurance
    
    
    416.08 Compliance with Law
    
    
    416.09 Subsidiaries and Unrestricted Subsidiaries
    
    
    42ARTICLE VII NEGATIVE COVENANTS
    
    
    427.01 Indebtedness
    
    
    427.02 Limitation on Liens
    
    
    437.03 Limitation on Mergers, Sale of Assets
    
    
    447.04 Reserved
    
    
    457.05 Distributions
    
    
    457.06 Investments
    
    
    457.07 Change in Nature of Businesses
    
    
    457.08 Transactions with Affiliates
    
    
    457.09 Burdensome Agreements
    
    
    457.10 Hedging Contracts
    
    
    457.11 Leverage Ratio
    
    
    46ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES
    
    
    468.01 Events of Default
    
    
    468.02 Remedies Upon Event of Default
    
    
    488.03 Application of Funds
    
    
    49ARTICLE IX ADMINISTRATIVE AGENT
    
    
    499.01 Appointment and Authority
    
    
    499.02 Rights as a Lender
    
    
    499.03 Exculpatory Provisions
    
    
    509.04 Reliance by Administrative Agent
    
    
    509.05 Delegation of Duties
    
    
    519.06 Resignation of Administrative Agent
    
    
    519.07 Non-Reliance on Administrative Agent and Other Lenders
    
    
    529.08 No Other Duties, Etc
    
    
    529.09 Administrative Agent May File Proofs of Claim
    
    
    52ARTICLE X MISCELLANEOUS
    
    
    5310.01 Amendments, Etc
    
    
    5310.02 Notices; Effectiveness; Electronic Communication
    
    
    5310.03 No Waiver; Cumulative Remedies
    
    
    5510.04 Expenses; Indemnity; Damage Waiver
    
    
    5510.05 Payments Set Aside
    
    
    5710.06 Successors and Assigns
    
    
    5710.07 Treatment of Certain Information; Confidentiality
    
    
    6010.08 Right of Setoff
    
    
    6110.09 Interest Rate Limitation
    
    
    6110.10 Counterparts; Integration; Effectiveness
    
    
    6110.11 Survival of Representations and Warranties
    
    
    61




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Section
    
    Page10.12 Severability
    
    
    6210.13 Replacement of Lenders
    
    
    6210.14 Governing Law; Jurisdiction; Etc
    
    
    6210.15 Waiver of Jury Trial
    
    
    6310.16 USA PATRIOT Act Notice
    
    
    6410.17 Time of the Essence
    
    
    6410.18 No Recourse
    
    
    64SIGNATURES
    
    
    S-1




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##### 



364-DAY TERM LOAN AGREEMENT
 Agreement Borrower Lenders Lender
  ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
 1.01 Defined Terms.
 Administrative Agent
 Administrative Agents Office Schedule 10.02
 Administrative Questionnaire
 Affiliate
 Aggregate Commitments
 Agreement
 Applicable Percentage
 Applicable Rate




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##### 



Ratings:(Fitch/Moodys/S&P)
    
    Eurodollar Margin
    
    Commitment Fee RateLevel 1
>BBB+/Baa1/BBB+
    
    
    0.750
    %
    
    
    0.070
    %Level 2
BBB/Baa2/BBB
    
    
    0.850
    %
    
    
    0.090
    %Level 3
BBB-/Baa3/BBB-
    
    
    1.000
    %
    
    
    0.110
    %Level 4
<BB+/Ba1/BB+
    
    
    1.150
    %
    
    
    0.125
    %
   Approved Fund
 Assignment and Assumption Section 10.06(b) Exhibit A
 Base Rate 1 2
 Base Rate Loan
 2




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##### 



Borrower
 Borrowing
 Business Day
 Capital Lease
 Capital Lease Obligation
 Cash Equivalents
      Change in Law
 3




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##### 



Change of Control Permitted Investors
 Closing Date Section 4.01 Section 10.01
 Code
 Commission
 Commitment Section 2.01 Schedule 1
 Commitment Period Section 2.03, Section 8.02
 Compliance Certificate Exhibit
B
 Consolidated
 Consolidated EBITDA
 4




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##### 



Consolidated Funded Indebtedness provided however
 Consolidated Interest Expense
 5




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##### 



Consolidated Net Income
 Consolidated Net Tangible Assets
 Continue Continuation Continued Section 2.04
 Contractual Obligation
 Control
 Convert Conversion Converted Section 2.04 Article III
 Debtor Relief Laws
 6




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##### 



Default
 Default Rate provided however
 Default Rate Period Section 8.01(a) (b) (j)
 Disclosure Schedule
 Disposition Dispose
 Distribution
 Dollar $
 Eligible Assignee provided
 Environmental Laws
 7




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##### 



Equity Interests
 ERISA
 ERISA Affiliate
 ERISA Plan
 Eurodollar Loan
 Eurodollar Rate
 8




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##### 



Event of Default Section 8.01
 Exchange Act
 Excluded Inventory Indebtedness
 Excluded Taxes Section 10.13 Section 3.01(e) Section 3.01(a)
 Federal Funds Rate  provided
 9




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##### 



Fiscal Quarter
 Fiscal Year
 Fitch
 Foreign Lender
 Fund
 GAAP
 General Partner
 Governmental Authority
 GP Owner
 Guarantee
 10




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Hazardous Materials
 Hedging Contract
 Hedging Termination Value
 HHI
 HOLP
 11




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##### 



HOLP Companies
 Hybrid Securities
 Indebtedness Section 8.01(h)
 Indemnified Taxes
 Indemnitee Indemnitees Section 10.04(b)
 Initial Financial Statements
 Interest Payment Date provided however
 Interest Period provided
 12




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##### 



Investment
 Joint Venture Interest
 Laws
 Lender
 Lending Office
 Leverage Ratio
 Lien
 13




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##### 



Loans
 Loan Documents
 Loan Notice Section 2.04 Section 2.04 Exhibit D
 Majority Lenders
 Material Adverse Effect
 Material Project
 Material Project EBITDA Adjustments
 provided
 14




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##### 



,
 plus
   Section
6.01(b) Section 7.11
   15




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##### 



Material Subsidiary
 Maturity Date
 Maximum Rate Section 10.09
 Moodys
 Net Cash Proceeds
 provided
  Note Exhibit E
 Obligations
 Other Taxes
 16




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##### 



Participant Section 10.06(d)
 Performance Guaranties
 Permitted Acquisition provided that
 Permitted Investors Change of Control.
 Permitted Lien Section 7.02
 Permitted Priority Debt (a) (e) Section 7.01 Section 7.02
 Person
 Prime Rate
 Quarterly Testing Date
 Rating
 Rating Agency
 Register Section 10.06(c)
 17




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Related Parties
 Responsible Officer
 Risk Management Policy
 S&P
 Specified Acquisition
 Specified Acquisition Period provided provided further
 Specified Equity Offering
 subsidiary
 18




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##### 



Subsidiary
 Taxes
 Termination Event
 Tribunal
 TWP
 TWP Note Purchase Agreements
 Type
 UCC
 Unrestricted Subsidiaries Section 6.09
 19




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United States U.S.
 Wholly Owned Subsidiary
 1.02 Other Interpretive Provisions.
 include includes including will shall herein hereof hereunder asset property
 from from and including to until to but excluding through to and
including
  1.03 Accounting Terms
 20




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Generally
 Changes in GAAP provided
 1.04 Rounding.
 1.05 Times of Day.
 ARTICLE II
THE COMMITMENTS AND LOANS
 2.01 Term Loans Loan Section
2.03
 2.02 Reserved
 2.03 Requests for Loans
 21




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##### 



Exhibit D
 2.04 Continuations and Conversions of Existing Loans provided that
    22




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##### 



2.05 Use of Proceeds
 2.06 Prepayments of Loans
 Optional Section 3.05
 Mandatory
  23




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##### 



Section 2.06(b) Section 8.01(j) Section 2.06(b) Section 2.06(b) Section
8.01(j) Section 2.06(b)
 2.07 Interest Rates and Fees
 Interest Rates
 24




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##### 



Commitment Fees
 Calculations and Determinations
 Past Due Obligations
 2.08 Evidence of Debt
 25




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##### 



2.09 Payments Generally; Administrative Agents Clawback
 General
 Funding by Lenders; Presumption by Administrative Agent Section 2.03
 Payments by Borrower; Presumptions by Administrative Agent
 26




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Failure to Satisfy Conditions Precedent Article II Article IV
 Obligations of Lenders Several Section 10.04(c) Section 10.04(c) Section 10.04(c)
 Funding Source
 2.10 Sharing of Payments by Lenders. pro rata provided
   27




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ARTICLE III
TAXES, YIELD PROTECTION AND ILLEGALITY
 3.01 Taxes.
 Payments Free of Taxes provided
 Payment of Other Taxes by the Borrower
 Indemnification by the Borrower provided
 Evidence of Payments
 28




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##### 



Status of Lenders
      Treatment of Certain Refunds
 29




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##### 



provided
 3.02 Illegality
 3.03 Inability to Determine Rates.
 30




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3.04 Increased Costs; Reserves on Eurodollar Loans
 Increased Costs Generally
 Section 3.04(e)
 Section 3.01
   Capital Requirements
 Certificates for Reimbursement Section 3.04
 Delay in Requests provided
 31




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Reserves on Eurodollar Loans
 3.05 Compensation for Losses
   Section 10.13;
 Section 3.05
 3.06 Mitigation Obligations; Replacement of Lenders.
 Designation of a Different Lending Office Section 3.04 Section 3.01 Section 3.02
 32




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Section 3.01 3.04 Section 3.02
 Replacement of Lenders Section
3.04 Section 3.01 Section 10.13
 3.07 Survival
 ARTICLE IV
CONDITIONS PRECEDENT TO LOANS
 4.01 Conditions of Loans
      33




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Exhibit F
       provided
 Section 9.04 Section 4.01
 4.02 Additional Conditions to Loans
  34




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##### 



Sections 4.02(a) (b) Section 4.01(a)(vi)
  ARTICLE V
REPRESENTATIONS AND WARRANTIES
  5.01 No Default
 5.02 Organization and Good Standing
 5.03 Authorization
 5.04 No Conflicts or Consents
 35




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##### 



5.05 Enforceable Obligations
 5.06 Initial Financial Statements; No Material Adverse Effect
   5.07 Taxes Section 6.06
 5.08 Full Disclosure
 5.09 Litigation
 36




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5.10 ERISA
 5.11 Compliance with Laws
 5.12 Ownership of Property; Liens. Section 7.01
 5.13 Environmental Compliance.
 37




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5.14 Insurance
 5.15 Margin Regulations; Investment Company Act
   ARTICLE VI
AFFIRMATIVE COVENANTS
  6.01 Books, Financial Statements and Reports
 provided however
 38




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##### 



provided however Section 7.11
 provided
 39




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6.02 Other Information and Inspections
 6.03 Notice of Material Events
       40




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Section 6.03(b)
 6.04 Maintenance of Properties
 6.05 Maintenance of Existence and Qualifications
 6.06 Payment of Obligations
 6.07 Insurance
 6.08 Compliance with Law
 41




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6.09 Subsidiaries and Unrestricted Subsidiaries
 Section 7.01
 provided provided further
 ARTICLE VII
NEGATIVE COVENANTS
  7.01 Indebtedness
    42




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##### 



provided
  7.02 Limitation on Liens Permitted Liens
        43




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Section 8.01
  provided
 Section
7.10
   7.03 Limitation on Mergers, Sale of Assets provided
 44




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##### 



Section 7.03
 7.04 Reserved
 7.05 Distributions
 7.06 Investments Section 7.07
 7.07 Change in Nature of Businesses
 7.08 Transactions with Affiliates
 7.09 Burdensome Agreements Section 7.01(e)
 7.10 Hedging Contracts
 45




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7.11 Leverage Ratio Section 6.01(b) Section 7.05 Section 6.01(b)
 ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES
 8.01 Events of Default Event of Default
    Section 6.03 Article VII
   Section 5.05
 46




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47




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8.02 Remedies Upon Event of Default
    provided however (j)(i) (j)(ii) (j)(iii) Section 8.01
 48




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##### 



8.03 Application of Funds Section 8.02 Section 8.02
 First Article III
 Second Article III Second
 Third Third
 Fourth Fourth
 Last
 ARTICLE IX
ADMINISTRATIVE AGENT
 9.01 Appointment and Authority
 9.02 Rights as a Lender.
 49




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9.03 Exculpatory Provisions.
  provided
  Sections 10.01 8.02
 Article IV
 9.04 Reliance by Administrative Agent.
 50




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9.05 Delegation of Duties.
 9.06 Resignation of Administrative Agent. provided Section 10.04
 51




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##### 



9.07 Non-Reliance on Administrative Agent and Other Lenders.
 9.08 No Other Duties, Etc
 9.09 Administrative Agent May File Proofs of Claim
   Sections 2.07 10.04
  52




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ARTICLE X
MISCELLANEOUS
 10.01 Amendments, Etc. provided however
 Section 4.01(a)
 Section 8.02
  Section 10.01 provided however
 Section 2.10 Section 8.03
  provided further
 10.02 Notices; Effectiveness; Electronic Communication
 Notices Generally
 53




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Schedule 0
   Electronic Communications provided Article II provided
 provided
 Effectiveness of Facsimile Documents and Signatures provided however
 54




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Change of Address, Etc
 Reliance by Administrative Agent and Lenders
 10.03 No Waiver; Cumulative Remedies
 10.04 Expenses; Indemnity; Damage Waiver
 Costs and Expenses
 Indemnification by the Borrower Indemnitee
 55




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##### 



provided
 Reimbursement by Lenders provided Section 2.09(d)
 Waiver of Consequential Damages, Etc
 56




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##### 



Payments
 Survival
 10.05 Payments Set Aside.
 10.06 Successors and Assigns
 Successors and Assigns Generally
 57




---



##### 



Assignments by Lenders provided
    Sections 3.01 3.04 3.05 10.04
 Register
 58




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##### 



Register
 Participations Participant provided
 provided Section 10.01 Sections 3.01 3.04 3.05 Section 10.08 provided Section 2.10
 Limitations upon Participant Rights Section 3.01 3.04 Section 3.01 Section 3.01(e)
 Certain Pledges provided
 59




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##### 



Electronic Execution of Assignments
 10.07 Treatment of Certain Information; Confidentiality.
 Information provided
 60




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##### 



10.08 Right of Setoff. provided
 10.09 Interest Rate Limitation. Maximum Rate
 10.10 Counterparts; Integration; Effectiveness. Section 4.01
 10.11 Survival of Representations and Warranties
 61




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##### 



10.12 Severability
 10.13 Replacement of Lenders Section 3.04 Section 3.01 Section 10.06 provided
 Section 10.06(b)
 Section 3.05
 Section 3.04 Section 3.01
   10.14 Governing Law; Jurisdiction; Etc
 GOVERNING LAW
 62




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##### 



SUBMISSION TO JURISDICTION
 WAIVER OF VENUE
 SERVICE OF PROCESS SECTION 10.02
 10.15 Waiver of Jury Trial.
 63




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##### 



10.16 USA PATRIOT Act Notice. Act
 10.17 Time of the Essence
 10.18 No Recourse
  64




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##### 



IN WITNESS WHEREOF,
 ENERGY TRANSFER PARTNERS, L.P.By:
    
    Energy Transfer Partners GP, L.P., its general
partnerBy:
    
    Energy Transfer Partners, L.L.C., its
general partnerBy:
    
    /s/ Brian J. JenningsBrian J. JenningsChief Financial Officer
 
 S-1




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##### 



WACHOVIA BANK, NATIONAL ASSOCIATION,asAdministrative Agent and a LenderBy:
    
    /s/ Henry R. BiedrzyckiName:
    
    Henry R. BiedrzyckiTitle:
    
    Director
 
 S-2




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JPMORGAN CHASE BANK, N.A.,
as a LenderBy:

/s/
Kenneth J. FaturName:
    Kenneth J.FaturTitle:
    Managing Director 
 S-3




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##### 



UBS LOAN FINANCE LLC,
as a LenderBy:

/s/
David B. JulieName:
    David B. JulieTitle:
    Associate Director
Banking Products Services, US By:

/s/
Irja R. OtsaName:
    Irja R. OtsaTitle:
    Associate Director
Banking Products Services, US 
 S-4




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##### 



CREDIT SUISSE, CAYMAN ISLANDS
BRANCH,
as a Senior Managing Agent and a LenderBy:

/s/
Brian T. CaldwellName:
    Brian T. CaldwellTitle:
    Director By:
    /s/ Nupur KumarName:
    Nupur KumarTitle:
    Associate 
 S-5




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##### 



COMMITMENTS
 Lender
    
    CommitmentWachovia Bank, National Association
    
    $
    125,000,000Credit Suisse, Cayman Islands Branch
    
    $
    125,000,000JPMorgan Chase Bank, N.A.
    
    $
    125,000,000UBS Loan Finance LLC
    
    $
    125,000,000TOTAL:
    
    $
    500,000,000




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DISCLOSURE SCHEDULE
 Section 5.04
    
    No Conflicts or Consents
  Section 5.09
    
    Litigation
  Section 5.10
    
    ERISA




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NOTICES




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##### 



EXHIBIT A
 ASSIGNMENT AND ASSUMPTION
 Assignment and Assumption Insert name of Assignor Assignor Insert name of Assignee Assignee Agreement
 Assigned Interest
 1.
    
    Assignor:2.
    
    Assignee:  [and is an Affiliate/Approved Fund of [identify Lender]1]3.
    
    Borrower(s): Energy Transfer Partners, L.P., a Delaware limited partnership
 
 1
    
    Select as applicable. A-1




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##### 



4.
    
    Administrative Agent: Wachovia Bank, National Association, as the Administrative Agent under the Agreement5.
    
    Credit Agreement: 364-Day Term Loan Agreement, dated as of February 5, 2008 (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, and the Lenders from time to time party thereto6.
    
    Assigned Interest:
 AggregateAmount of
    
    
    Amount of
    
    
    PercentageCommitment/Loans
    
    
    Commitment/Loans
    
    
    Assigned ofFacility Assigned
    
    for all Lenders*
    
    
    Assigned*
    
    
    Commitment/Loans2
    
    
    CUSIP Number$
    
    
    
    $
    
    
    
    
    %$
    
    
    
    $
    
    
    
    
    %$
    
    
    
    $
    
    
    
    
    %
 [7.
    
    Trade Date: ]3
 
 The remainder of this page is intentionally left blank
 
 *
    
    Amount to be adjusted by the counterparties to take into
account any payments or prepayments made between the Trade Date and the
Effective Date.2
    
    Set forth, to at least 9 decimals, as a percentage of the
Commitment/Loans of all Lenders thereunder.3
    
    To be completed if the Assignor and the Assignee intend
that the minimum assignment amount is to be determined as of the Trade Date. A-2




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##### 



ASSIGNOR
[NAME OF ASSIGNOR]By:Title:ASSIGNEE
[NAME OF ASSIGNEE]By:Title: 4
 WACHOVIA BANK, NATIONAL ASSOCIATION,as Administrative AgentBy:Name:Title:
 5
 ENERGY TRANSFER PARTNERS, L.P.By: Energy Transfer Partners GP, L.P., its general partner
By: Energy Transfer Partners, L.L.C., its general partnerBy:
 
 4
    
    To be added only if the consent of the Administrative
Agent is required by the terms of the Credit Agreement.5
    
    To be added only if the consent of the Borrower and/or
other parties is required by the terms of the Credit Agreement. A-3




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A-4




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A-5




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EXHIBIT B
 FORM OF COMPLIANCE CERTIFICATE
 To:
    
    Wachovia Bank, National Association, as the Administrative Agent
  Agreement Borrower
  [Use following paragraph 1 for transition period financial statements]
 Schedule 1 Financial Statements Section 6.01(a) Reporting Date
 [Use following paragraph 1 for fiscal quarter-end financial statements]
 Schedule 1 Financial Statements Section 6.01(b)  Reporting Date
 Schedule 2 Section 7.11(iii)(A) Section
7.11(iii)(B) (iii)(A)/(iii)(B Schedule 2
 B-1




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##### 



Section 6.03  Schedule 3
 [Use following paragraph 4, so long as any of the HOLP Companies are Unrestricted Subsidiaries]
  
 ENERGY TRANSFER PARTNERS, L.P.By:
    Energy Transfer Partners GP, L.P., its
general partnerBy:
    Energy Transfer Partners, L.L.C., its
general partnerBy:Brian J. JenningsChief Financial Officer B-2




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##### 



Reporting Date
 SCHEDULE 2
 I.
    
    Section 7.11  Leverage Ratio.A.
    
    Consolidate Funded Indebtedness:
    
    $B.
    
    Consolidated EBITDA for the four Fiscal Quarter period
ending on the Reporting Date (Subject Period):1.
    
    
    Consolidated Net Income for Subject Period
(adjustments made as described on the
attached schedules for (a) any gain
or loss from the sale of assets other
than in the ordinary course of
business, (b) any extraordinary gains
or losses, or (c) any non-cash gains
or losses resulting from mark to
market activity as a result of SFAS
133, (d) net income of any Subsidiary
to the extent, but only to the
extent, that the declaration or
payment of cash Distributions by such
Subsidiary of such net income is not,
as of the date of determination,
permitted by the operation of the
terms of its charter or any
Contractual Obligation, judgment,
decree, order, statute, rule or
governmental regulation applicable to
such Subsidiary, and (e) income or
losses attributable to Unrestricted
Subsidiaries, joint ventures, any
Person accounted for by the equity
method of accounting, or any other
Person that is not a Subsidiary,
provided that Consolidated Net Income
shall include the lesser of (i) any
cash distributions received by the
Borrower or its Subsidiaries from
Unrestricted Subsidiaries, joint
ventures, any Person accounted for by
the equity method of accounting, or
any other Person that is not a
Subsidiary, in each case during such
period or (ii) 15% of Consolidated
EBITDA for such period):
    
    $2.
    
    
    Consolidated Interest Expense for 
Subject Period:
    
    $3.
    
    
    Provision for income taxes for Subject Period:
    
    $
 B-3




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##### 



4.
    
    
    Depreciation expenses for Subject Period:
    
    $5.
    
    
    Amortization expenses for Subject Period:
    
    $6.
    
    
    Non-cash charges or losses deducted in determining Consolidated Net Income for Subject Period:
    
    $7.
    
    
    General and administrative expenses of the
Borrower (on an unconsolidated basis) to the
extent allocated to the HOLP Companies (not to
exceed $5,000,000 for any period of four Fiscal
Quarters):
    
    $8.
    
    
    Non-cash income or gain included in determining Consolidated Net Income for Subject Period:
    
    $9.
    
    
    Cash payments in respect of items included in Line 6 subsequent to the Fiscal Quarter in which such non-cash charges or losses were made:
    
    $10.
    
    
    Pro forma adjustments for dispositions, acquisitions, consolidations or mergers as described on the attached schedules:
    
    $11.
    
    Material Project EBITDA Adjustments as described on the attached schedules:12.
    
    
    Consolidated EBITDA (Lines I.B.1 + 2 + 3 + 4 +
5 + 6 + 7  8  9 [+/] 10 [+/] 11):
    
    $C.
    
    Leverage Ratio (Line I.A  ̧ Line I.B.12):
    
    to 1Maximum permitted:
    
    to 1
 B-4




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Reporting Date
 Quarterly Information for Schedule 2
 Consolidated EBITDA
 TwelveConsolidated
    
    Quarter
    
    Quarter
    
    Quarter
    
    Quarter
    
    MonthsEBITDA
    
    Ended
    
    Ended
    
    Ended
    
    Ended
    
    EndedConsolidated 
Net Income+ Consolidated 
Interest Expense+ income taxes+ depreciation 
expense+ amortization 
expense+ non-cash expense+ HOLP general and
administrative
expenses- non-cash income- cash payments in
respect of non-cash
expense previously
deducted[+/-] pro forma adjustments for dispositions, acquisitions, consolidations or mergers
 B-5




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TwelveConsolidated
    
    Quarter
    
    Quarter
    
    Quarter
    
    Quarter
    
    MonthsEBITDA
    
    Ended
    
    Ended
    
    Ended
    
    Ended
    
    Ended[+/-] Material Project EBITDA Adjustments= Consolidated EBITDA
 B-6




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EXHIBIT D
 FORM OF LOAN NOTICE
 
 To:
    
    Wachovia Bank, National Association, as the Administrative Agent
  Agreement Borrower
 
  
   
 
 Aggregate amount of new Borrowing:
    
    $Type of Loans in new Borrowing:
    
    [Eurodollar Loans][Base Rate Loans]Date of Continuation or Conversion:Length of Interest Period for Eurodollar Loans:
    
    months]
 D-1




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The remainder of this page is intentionally left blank
 D-2




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ENERGY TRANSFER PARTNERS, L.P.By:
    Energy Transfer Partners GP, L.P., itsgeneral partnerBy:
    Energy Transfer Partners, L.L.C., itsgeneral partnerBy:Brian J. JenningsChief Financial Officer D-3




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EXHIBIT E
 FORM OF NOTE
 $
    
    , 200
 Borrower   Lender Agreement
    E-1




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ENERGY TRANSFER PARTNERS, L.P.By:
    Energy Transfer Partners GP, L.P., itsgeneral partnerBy:
    Energy Transfer Partners, L.L.C., itsgeneral partnerBy:Brian J. JenningsChief Financial Officer E-2




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EXHIBIT F
 FORM OF LEGAL OPINION FOR VINSON & ELKINS
  F-1




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Company Loan Agreement Administrative Agent Lenders Lender
      Transaction Documents
 Vinson & Elkins LLP Attorneys at Law
    
    First City Tower, 1001 Fannin Street, Suite 2500Austin Beijing Dallas Dubai Hong Kong Houston
    
    Houston, TX 77002-6760London Moscow New York Shanghai Tokyo Washington
    
    Tel713.758.2222 Fax713.758.2346 www.velaw.com




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1.
    
    The Company is validly existing and is in good standing under the laws of the State of
Delaware.2.
    
    (a) The Company has the power and authority under the Delaware Revised Uniform Limited
Partnership Act and its agreement of limited partnership to execute and deliver each of the
Transaction Documents and to perform its obligations thereunder.(b)The execution and delivery by the Company of each Transaction Document and the
performance by it of its obligations thereunder have been duly authorized by the general
partner of the Company acting in its capacity as such pursuant to the terms of the
agreement of limited partnership of the Company, which vests the management of the Company
with the general partner.3.
    
    Each Transaction Document has been duly executed and delivered by the Company.4.
    
    Each Transaction Document constitutes the valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms.5.
    
    The execution and delivery by the Company of each Transaction Document does not, and the
performance by the Company of its obligations thereunder will not (a) violate the Companys
agreement of limited partnership or the agreement of limited partnership of Energy Transfer
Partners GP, L.P. or (b) result in any violation by the Company of any Applicable Law (as
defined below).Applicable Laws means those laws, rules and regulations of the State of New York
and the United States of America and the rules and regulations adopted thereunder, that, in
our experience, are normally applicable to transactions of the type contemplated by the
Transaction Documents. However, the term Applicable Laws does not include, and we
express no opinion with regard to any state or federal laws, rules or regulations relating
to: (A) pollution or protection of the environment; (B) zoning, land use, building or
construction; (C) occupational safety and health or other similar matters; (D) labor,
employee rights and benefits, including the Employment Retirement Income Security Act of
1974, as amended; (E) the regulation of utilities and the Public Utility Regulatory Policy
Act of 1978, as amended; (F) antitrust and trade regulation; (G) tax; (H) securities,
including, without limitation, federal and state securities laws, rules or regulations and
the Investment Company Act of 1940, as amended; or (I) copyrights, patents and trademarks.




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6.
    
    No Governmental Approval (as defined below) which has not been obtained or taken and is not
in full force and effect, is required to be obtained or taken by the Company to authorize, or
is required in connection with, the execution and delivery by the Company of each Transaction
Document to which it is a party or the performance by the Company of its obligations
thereunder except those routine Governmental Approvals not required to consummate the
transactions occurring on the Closing Date (as defined in the Loan Agreement) but required to
be obtained or made after the date of this opinion to enable the Company to comply with the
requirements of Applicable Law (such as those required to maintain the existence and good
standing or foreign qualification of the Company).Governmental Approvals means any consent, approval, license, authorization or
validation of, or filing, recording or registration with, any Governmental Authority
pursuant to any Applicable Laws (as defined in paragraph 5 above).7.
    
    Assuming that the Company will comply with the provisions of the Loan Agreement relating to
the use of proceeds, the execution and delivery of the Loan Agreement by the Company and the
making of the Loans under the Loan Agreement and the application of the proceeds thereof does
not violate Regulation U or X of the Board of Governors of the Federal Reserve System.




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Act
     provided




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Execution Version
    
   ETP LLC ETP GP Company Loan Agreement Administrative Agent Lenders Lender Loan Documents




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2




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provided
 Very truly yours,Thomas P. Mason
 3