ENERGY TRANSFER PARTNERS (ETP)

REPRESENTATIONS AND WARRANTIES OF SELLERS

Each Seller, severally and not jointly, hereby represents and warrants and covenants to Buyer that:

Section 3.1 Existence. Such Seller is duly organized and validly existing and in good standing under the laws of its state of formation, with all necessary power and authority to own properties and to conduct its business as currently conducted.

Section 3.2 Authorization; Enforceability. Such Seller has all necessary legal power and authority to enter into, deliver and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement by such Seller and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by all necessary legal action, and no further consent or authorization of such Seller is required. This Agreement has been duly executed and delivered by such Seller and constitutes a legal, valid and binding obligation of such Seller; provided that, the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity and except as the rights to indemnification may be limited applicable law (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 3.3 Title to Purchased Interests. Such Seller owns, beneficially and otherwise, the Purchased Interests specified for such Seller on Exhibit A attached hereto, free and clear of all Encumbrances, options, warrants, claims (contingent or absolute) or rights of any other Person of any kind or character except as arise out of this Agreement. Each Seller has the unrestricted right, power and authority to transfer and deliver the Purchased Interests specified for such Seller on Exhibit A attached hereto to the Buyer. Such Seller has not assigned, transferred or otherwise disposed of any of the Purchased Interests specified for such Seller on Exhibit A attached hereto or any of its rights under the LLC Agreement.

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Section 3.4 Capitalization. To such Seller’s knowledge, the Purchased Interests have been duly authorized, validly issued, fully paid member interest of CCE and were not issued in violation of any preemptive rights. To such Seller’s knowledge and except as set forth in the LLC Agreement, (i) there are no Class B Membership Interests of CCE authorized, issued or outstanding or reserved for any purpose other than the Purchased Interests and the 50% Class B Membership Interest owned by Southern Union, and (ii) there are no (A) existing options, warrants, calls, rights of first refusal, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character relating to the Purchased Interests obligating such Seller, CCE or any of their respective Affiliates to issue, transfer or sell, or cause to be issued, transferred or sold, any Class B Membership Interests, (B) outstanding securities of such Seller, CCE or any of their respective Affiliates that are convertible into or exchangeable or exercisable for any of the Class B Membership Interests, (C) options, warrants or other rights to purchase from such Seller, CCE or any of their respective Affiliates any such convertible or exchangeable securities or (D) contracts, agreements or arrangements of any kind relating to the issuance of any of the Class B Membership Interests, or any such options, warrants or rights, pursuant to which, in any of the foregoing cases, such Seller, CCE or any of their respective Affiliates are subject or bound.

Section 3.5 No Breach. Assuming the termination of the HSR Act waiting period, the execution, delivery and performance of this Agreement by such Seller and the consummation by such Seller of the transactions contemplated hereby will not (a) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, the LLC Agreement or any material agreement to which such Seller is a party or by which such Seller is bound, (b) conflict with or result in any violation of the provisions of the organizational documents of such Seller, or (c) violate any statute or order, rule or regulation of any court or governmental agency or body having jurisdiction over such Seller, except in the case of clauses (a) and (c), for such conflicts, breaches, violations or defaults as would not prevent the consummation of the transactions contemplated by this Agreement and could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the financial condition of such Seller.

Section 3.6 Approvals. Except for any approvals required by the HSR Act, any approvals required by the Communications Act and for approvals which have already been obtained, no authorization, consent, approval, waiver, license, qualification or written exemption from, nor any filing, declaration, qualification or registration with, any Governmental Entity or any other Person is required in connection with the execution, delivery or performance by such Seller of this Agreement, except where the failure to receive such authorization, consent, approval, waiver, license, qualification or written exemption from, or to make such filing, declaration, qualification or registration would not, individually or in the aggregate, be reasonably likely to be material to such Seller or would not materially delay the Closing.

Section 3.7 Certain Fees. No fees or commissions are or will be payable by such Seller to brokers, finders, or investment bankers with respect to the consummation of the transactions contemplated by this Agreement.

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Section 3.8 No Side Agreements. There are no other agreements by, among or between such Seller and any of its Affiliates, on the one hand, and Buyer or any of its Affiliates, on the other hand, with respect to the transactions contemplated hereby, nor promises or inducements for future transactions between or among any of such parties.

Section 3.9 Litigation. There is no action, suit, or proceeding pending (including any investigation, litigation or inquiry) or, to such Seller’s knowledge, contemplated or threatened against or affecting such Seller, which questions the validity of this Agreement or the right of such Seller to enter into this Agreement or to consummate the transactions contemplated hereby.

Section 3.10 No Other Representations. Except as and to the extent set forth in this Article III, such Seller makes no representations or warranties whatsoever to Buyer in connection with the transactions contemplated by this Agreement, and hereby disclaims all liability and responsibility for any representation, warranty, statement, or information made, communicated, or furnished (orally or in writing) to Buyer or its representatives (including any opinion, information, projection, or advice that may have been or may be provided to Buyer by any director, officer, employee, agent, consultant, or representative of Sellers or any Affiliate thereof). Sellers make no representations or warranties to Buyer regarding the probable success or profitability of CCE or its Subsidiaries or their respective businesses.