Ray C. Davis Uses in Change of Control Clause

Change of Control from Amendment to Second Amended and Restated Credit

THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (herein called the "Third Amendment") dated as of March 29, 2017, by and among ENERGY TRANSFER PARTNERS, L.P. (the "Borrower"), a Delaware limited partnership, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Administrative Agent under the Credit Agreement described below (in such capacity, the "Administrative Agent") and the Lenders party hereto.

Change of Control. means, the existence of any of the following: (a) unless more than 50% of the Voting Stock of the General Partner is no longer owned, directly or indirectly, by the GP Owner, any person or group (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than a Permitted Investor, shall be the legal or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of more than 50% of the Voting Stock of the GP Owner; (b) more than 50% of the Voting Stock of the General Partner is no longer owned, directly or indirectly, by one of the GP Owner or SXL, or (c) unless the General Partner no longer has a board of directors, occupation of a majority of the seats (other than vacant seats) on the board of directors of the General Partner by Persons who were not (i) nominated, approved or appointed by the board of directors of the General Partner, (ii) appointed by directors so nominated, approved or appointed nor (iii) approved by the board of directors of the General Partner as a director candidate prior to their election. As used herein "Permitted Investors" means (A) any of Ray C. Davis, Kelcy L. Warren, the heirs at law of such individuals, entities or trusts owned by or established for the benefit of such individuals or their respective heirs at law (such as entities or trusts established for estate planning purposes) or (B) any Person of which any of the Persons referred to in clause (A) beneficially owns (as defined in Rules 13d-3 under the Exchange Act) more than 50% of the Voting Stock.