0001193125-16-800652 Sample Contracts

AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • December 21st, 2016 • Energy Transfer Partners, L.P. • Natural gas transmission • Delaware

This AMENDMENT NO. 1 (this “Amendment”), dated as of December 16, 2016 to the Agreement and Plan of Merger dated as of November 20, 2016 (the “Agreement”), is made by and among Sunoco Logistics Partners L.P., a Delaware limited partnership (“SXL”), Sunoco Partners LLC, a Pennsylvania limited liability company and the general partner of SXL (“SXL GP”), SXL Acquisition Sub LLC, a Delaware limited liability company and wholly owned subsidiary of SXL (“SXL Merger Sub”), SXL Acquisition Sub LP, a Delaware limited partnership and wholly owned subsidiary of SXL (“SXL Merger Sub LP” and, together with SXL, SXL GP and SXL Merger Sub, the “SXL Entities”), Energy Transfer Partners, L.P., a Delaware limited partnership (“ETP”), Energy Transfer Partners GP, L.P., a Delaware limited partnership and the general partner of ETP (“ETP GP”), ETP Acquisition Sub, LLC, a Delaware limited liability company (“ETP Merger Sub” and, together with ETP and ETP GP, the “ETP Entities”), and, solely for purposes of

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