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Amended and Restated Commitment

) with the commitment parties party thereto (the

Commitment Parties

). The Amended and Restated Commitment Letter amends, restates and supersedes the Amended and Restated Commitment Letter, dated October 13, 2015, by and among ETE and the commitment parties party thereto and the Commitment Letter, dated September 28, 2015, by and among ETE and the commitment parties party thereto. Pursuant to the Amended and Restated Commitment Letter, the Commitment Parties have committed to provide a 364-day senior bridge term loan credit facility in an aggregate principal amount of $6.05 billion (or such lesser amount that ETE may elect to borrow). The commitment is subject to customary conditions for commitments of this type, including the execution of satisfactory definitive documentation.

Forward-looking Statements

This communication may contain forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the merger of ETE and The Williams Companies, Inc. (

Williams

or

WMB

), the expected future performance of the combined company (including expected results of operations and financial guidance), and the combined companys future financial condition, operating results, strategy and plans. Forward-looking statements may be identified by the use of the words anticipates, expects, intends, plans, should, could, would, may, will, believes, estimates, potential, target, opportunity, designed, create, predict, project, seek, ongoing, increases or continue and variations or similar expressions. These statements are based upon the current expectations and beliefs of management and are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results to differ materially from those described in the forward-looking statements. These assumptions, risks and uncertainties include, but are not limited to, assumptions, risks and uncertainties discussed in the most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q for each of ETE, Energy Transfer Partners L.P. (

ETP

), Sunoco Logistics Partners L.P. (

SXL

), Sunoco LP (

SUN

), WMB and Williams Partners, L.P. (

WPZ

) filed with the U.S. Securities and Exchange Commission (the

SEC

) and assumptions, risks and uncertainties relating to the proposed transaction, as detailed from time to time in ETEs, ETPs, SXLs, SUNs, WMBs and WPZs filings with the SEC, which factors are incorporated herein by reference. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this communication are set forth in other reports or...


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