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.]
E-4
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:
Address of Guarantor:
EXHIBIT D
FORM OF SOLVENCY CERTIFICATE
[__], 201__
This Solvency Certificate (the "Certificate") of Energy Transfer Equity, L.P., a
Delaware limited partnership (the "Borrower"), and its Subsidiaries is delivered
pursuant to Section 4.01(a) of the Credit Agreement dated as of October 17, 2011
(the "Credit Agreement") by and among the Borrower, the Lenders from time to
time party thereto, and Credit Suisse AG, as Administrative Agent. Unless
otherwise defined herein, capitalized terms used in this Certificate shall have
the meanings set forth in the Credit Agreement.7
I, [ ], the duly elected, qualified and acting Chief Financial Officer of LE GP,
LLC, a Delaware limited liability company and the general partner of the
Borrower, DO HEREBY CERTIFY in my capacity as such officer, as follows:
1. I have carefully reviewed the Credit Agreement and the other Loan Documents
referred to therein (collectively, the "Transaction Documents") and such other
documents as I have deemed relevant and the contents of this Certificate and, in
connection herewith, have made such investigation, as I have deemed necessary
therefor. Furthermore, I confirm and acknowledge that the Administrative Agent
and the Lenders are relying on the truth and accuracy of this Certificate in
connection with the Commitments and Loans under the Credit Agreement.
2. I have reviewed the pro forma consolidated balance sheet, attached hereto as
Exhibit A, delivered to the Administrative Agent and the Lenders pursuant to
Section 6.02 of the Credit Agreement (the "Balance Sheet"). I am familiar with
the financial performance and prospects of the Borrower and its Subsidiaries and
hereby confirm that the Balance Sheet was prepared in good faith and fairly
presents, on a pro forma basis as of [__] (after giving effect to the
transactions contemplated by the Transaction Documents), the Borrower's and its
Restricted Subsidiaries' pro forma consolidated financial condition, based on
the information available to the Borrower and its Restricted Subsidiaries