Amendment No. 1 to Credit Agreement



 Exhibit 10.1.1 
 AMENDMENT NO. 1 TO CREDIT AGREEMENT 
 THIS AMENDMENT NO. 1 TO CREDIT
AGREEMENT (this “Amendment”) dated as of November 11, 2010, is among Energy Transfer Equity, L.P., a Delaware limited partnership (the “Borrower”), the several banks and other financial institutions signatories
hereto, and Credit Suisse AG, as Administrative Agent for the Lenders (the “Administrative Agent”). 

RECITALS 

A. The Borrower, the Lenders and the Administrative Agent are parties to a Credit Agreement dated as of September 20, 2010 (as
amended, modified or supplemented prior to the date hereof, the “Credit Agreement”). 
 B. The Borrower has
requested that the Credit Agreement be amended in order to exclude from the calculation of the financial covenants in the Credit Agreement the effect of various charges incurred by the Borrower in connection with the prepayment its previous credit
agreement and the termination of related interest rate protection agreements. 
 NOW, THEREFORE, in consideration of the
foregoing and the mutual covenants set forth in this Amendment, the Borrower and the Majority Lenders agree as follows: 
 1.
Defined Terms. Unless otherwise defined in this Amendment, capitalized terms used in this Amendment have the meanings assigned to those terms in the Credit Agreement. 
 2. Amendments to Credit Agreement. The Credit Agreement is hereby amended as follows: 
 (a) Clause (c) of the definition of “Consolidated EBITDA of the Borrower” in Section 1.01 of the Credit Agreement is hereby amended to read as follows: 

(c) Consolidated Net Income of the Borrower and its Restricted Subsidiaries for such four Fiscal Quarter period, plus
(i) each of the following to the extent deducted in determining such Consolidated Net Income (A) all Consolidated Interest Expense, (B) all income taxes (including any franchise taxes to the extent based upon net income), (C) all
depreciation and amortization (including amortization of good will and debt issue costs), (D) Prepayment Hedge Termination Expenses to the extent not included in Consolidated Interest Expense, and (E) any other non-cash charges or losses,
minus (ii) each of the following (A) all non-cash items of income or gain which were included in determining such Consolidated Net Income, and (B) any cash payments made during such period in respect of items described in clause
(i)(E) of this clause (c) subsequent to the Fiscal Quarter in which the relevant non-cash charges or losses were reflected as a charge in the statement of Consolidated Net Income; provided that the determinations in this clause (c) shall
be made excluding each MLP and its subsidiaries. For the avoidance of doubt, the determinations in this clause (c) shall not include Consolidated Net Income attributable to distributions by an MLP. 







 (b) The definition of “Consolidated Fixed Charges” in
Section 1.01 of the Credit Agreement is hereby amended to read as follows and the definition of Prepayment Hedge Termination Expenses is added: 
 “Consolidated Fixed Charges” means, for any period, without duplication, the sum of (i) the preferred distributions paid in cash during such period on the Restructuring Preferred
Units plus (ii) Consolidated Interest Expense for such period; provided that the determinations in this definition shall be made excluding any cash payments made to terminate any Hedging Contract in connection with the repayment of the Existing
Credit Agreement (the “Prepayment Hedge Termination Expenses”). 
 “Prepayment Hedge
Termination Expenses” has the meaning given to such term in the definition of Consolidated Fixed Charges. 
 3.
Conditions to Effectiveness. This Amendment will become effective on the date on which the Administrative Agent shall have received this Amendment, executed and delivered by the Borrower, the Guarantors, the Administrative Agent and the
Majority Lenders. 
 4. Representations and Warranties. The Borrower hereby represents and warrants to the Administrative
Agent and each of the Lenders as follows: 
 (a) This Amendment has been duly authorized by all necessary
corporate action and constitutes the binding obligation of the Borrower. 
 (b) Each of the representations and
warranties made by the Borrower and the Guarantors in or pursuant to the Credit Agreement and the other Loan Documents is true and correct in all material respects as of the date hereof, as if made (after giving effect to this Amendment) on and as
of such date, except for any representations and warranties made as of a specified date, which were true and correct in all material respects as of such specified date. 

(c) After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing as of the date of
this Amendment. 
 (d) Since December 31, 2009, no Material Adverse Effect has occurred. 

5. Continuing Effect of the Credit Agreement. This Amendment does not constitute a waiver of any provision of the Credit Agreement
and is not to be construed as a consent to any action on the part of the Borrower that would require a waiver or consent of the Lenders or an amendment or modification to any term of the Loan Documents. The Borrower hereby confirms and ratifies the
Credit Agreement as amended hereby and each of the other Loan Documents to which it is a party and acknowledges and agrees that the same continue in full force and effect as amended hereby (as applicable). 

  
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 6. Reference to the Credit Agreement. Upon the effectiveness of this Amendment, each
reference in the Credit Agreement to “this Agreement,” “hereunder,” “herein” or words of like import refer to the Credit Agreement, as amended by this Amendment. 

7. Designation as Loan Document. This Amendment is a Loan Document. 

8. Counterparts. This Amendment may be executed by all parties hereto in any number of separate counterparts each of which may be
delivered in original, facsimile or other electronic (e.g., “.pdf”) form and all of such counterparts taken together constitute one instrument. 
 9. References. The words “hereby,” “herein,” “hereinabove,” “hereinafter,” “hereinbelow,” “hereof,” “hereunder” and words of
similar import when used in this Amendment refer to this Amendment as a whole and not to any particular article, section or provision of this Amendment. References in this Amendment to a section number are to such sections of the Credit Agreement
unless otherwise specified. 
 10. Headings Descriptive. The headings of the several sections of this Amendment are
inserted for convenience only and do not in any way affect the meaning or construction of any provision of this Amendment. 

11. Governing Law. This Amendment is governed by and will be construed in accordance with the law of the State of New York.

 12. Payment of Expenses. The Borrower shall pay or reimburse the Administrative Agent for all of its out-of-pocket
costs and reasonable expenses incurred in connection with this Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel
to the Administrative Agent. 
 13. Final Agreement of the Parties. THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER
LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. 

[Signature Pages Follow] 

  
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 IN WITNESS WHEREOF, the parties are signing this Amendment as of the date first above
written. 
  

			
	ENERGY TRANSFER EQUITY, L.P.
	
	By: LE GP, LLC, its general partner
		
	By:	 	/s/ John W. McReynolds
	Name:	 	John W. McReynolds
	Title:	 	President and Chief Financial Officer


 Signature Page to Amendment No. 1 







 
			
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent, LC Issuer, Swingline Lender, and a Lender
		
	By:	 	/s/ Nupur Kumar
		 	Name: Nupur Kumar
		 	Title: Vice President
		
	By:	 	/s/ Kevin Buddhew
		 	Name: Kevin Buddhdew
		 	Title: Associate


 Signature Page to Amendment No. 1 







 
			
	MORGAN STANLEY SENIOR FUNDING, INC.
		
	By:	 	/s/ Scott Taylor
	Name:	 	Scott Taylor
	Title:	 	Vice President


 Signature Page to Amendment No. 1 







 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION
		
	By:	 	/s/ Paul V. Farrell
	Name:	 	Paul V. Farrell
	Title:	 	Director


 Signature Page to Amendment No. 1 







 
			
	BANK OF AMERICA, N.A.
		
	By:	 	/s/ Christen A. Lacey
	Name:	 	Christen A. Lacey
	Title:	 	Senior Vice President


 Signature Page to Amendment No. 1 







 
			
	UBS LOAN FINANCE LLC
		
	By:	 	/s/ Irja R. Otsa
	Name:	 	Irja R. Otsa
	Title:	 	Associate Director
		
	By:	 	/s/ Omar Musule
	Name:	 	Omar Musule
	Title:	 	Associate Director


 Signature Page to Amendment No. 1 







 
			
	BNP PARIBAS
		
	By:	 	/s/ Greg Smothers
	Name:	 	Greg Smothers
	Title:	 	Director
		
	By:	 	/s/ Russell Otts
	Name:	 	Russell Otts
	Title:	 	Director


 Signature Page to Amendment No. 1 







 
			
	SUNTRUST BANK, N.A.
		
	By:	 	/s/ Carmen Malizia
	Name:	 	Carmen Malizia
	Title:	 	Vice President


 Signature Page to Amendment No. 1 







 
			
	DEUTSCHE BANK AG NEW YORK BRANCH
		
	By:	 	/s/ Philippe Sandmeier
	Name:	 	Philippe Sandmeier
	Title:	 	Managing Director
		
	By:	 	/s/ Oliver Schwarz
	Name:	 	Oliver Schwarz
	Title:	 	Director


 Signature Page to Amendment No. 1 







 
			
	CITICORP NORTH AMERICA, INC.
		
	By:	 	/s/ John Miller
	Name:	 	John Miller
	Title:	 	Attorney-in-Fact


 Signature Page to Amendment No. 1