EXHIBIT 10.5
AMENDMENT NO.3
to
PURCHASE AGREEMENT,
dated as of April 18, 2003,
by and among
XXXXXXXX ENERGY SERVICES, LLC,
XXXXXXXX NATURAL GAS LIQUIDS, INC. and
XXXXXXXX XX LLC
collectively, as Selling Parties,
and
WEG ACQUISITIONS, L.P.
a Delaware limited partnership,
as Buyer,
for the purchase and sale of
(i) all the membership interests of
WEG GP LLC
a Delaware limited liability company,
(ii) all of the Common Units and Subordinated Units of
XXXXXXXX ENERGY PARTNERS L.P.
a Delaware limited partnership
owned by Xxxxxxxx Energy Services, LLC and Xxxxxxxx Natural Gas Liquids, Inc.
and
(iii) all the Class B Common Units of
XXXXXXXX ENERGY PARTNERS L.P.
a Delaware limited partnership
dated as of May_, 2004
AMENDMENT NO.3
TO
PURCHASE AGREEMENT
THIS AMENDMENT NO. 3 TO PURCHASE AGREEMENT (this "AMENDMENT NO. 3") is
made and entered into as of this -- day of May 2004, by and among XXXXXXXX
ENERGY SERVICES, LLC, a Delaware limited liability company ("XXX"). XXXXXXXX
NATURAL GAS LIQUIDS, INC., a Delaware corporation ("WNGL"), and XXXXXXXX XX LLC,
a Delaware limited liability company (the "OLD COMPANY," and collectively with
XXX and WNGL, the "SELLING PARTIES"), and MAGELLAN MIDSTREAM HOLDINGS, L.P.,
formerly WEG Acquisitions, L.P., a Delaware limited partnership ("BUYER").
W I T N E S S E I H:
WHEREAS, the Selling Parties and Buyer entered into the Purchase
Agreement, dated as of April 18, 2003 (the "PURCHASE AGREEMENT"), pursuant to
which, on the terms and subject to the conditions set forth therein, the Selling
Parties agreed to sell, and Buyer has agreed to purchase, at the Closing the
Securities (as such terms are defined in the Purchase Agreement); and
WHEREAS, in accordance with Section 9.8 of the Purchase Agreement, the
Selling Parties and Buyer have agreed to enter into this Amendment No. 3 to
amend the Purchase Agreement to the extent, and only to the extent, specified
below;
NOW, THEREFORE, in consideration of the mutual terms, conditions and other
agreements set forth herein and in the Purchase Agreement, the parties hereto
agree as follows:
ARTICLE I
AMENDMENTS
Section 1.1 Capitalized terms used herein but not defined shall have the
meanings assigned to such terms in the Purchase Agreement.
Section 1.2 The Purchase Agreement is hereby amended by reducing the Cap
provided in Section 8.2 (d)(i) from $175,000,000 to $160,000,000.
ARTICLE II
MISCELLANEOUS
SECTION 2.1. SIGNATURES AND COUNTERPARTS. Facsimile transmissions of any
signed original document and/or retransmission of any signed facsimile
transmission shall be the same as delivery of an original. At the request of
Buyer or the Selling Parties, the parties will confirm facsimile transmission by
signing a duplicate original document. This Amendment No. 3 may be executed in
two or more counterparts, each of which shall be deemed an original and all of
which together shall be considered one and the same document.
SECTION 2.2. GOVERNING LAW. This Amendment No. 3 shall be governed by and
construed in accordance with the internal and substantive laws of New York and
without regard to any conflicts of laws concepts that would apply the
substantive law of some other jurisdiction.
SECTION 2.3. CONTINUATION OF PURCHASE AGREEMENT. To the extent not amended
hereby, the Purchase Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 3
as of the date first above written.
SELLING PARTIES: XXXXXXXX ENERGY SERVICES, LLC
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Authorized Signatory
XXXXXXXX NATURAL GAS LIQUIDS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Authorized Signatory
XXXXXXXX XX LLC
By: XXXXXXXX ENERGY SERVICES, LLC and
XXXXXXXX NATURAL GAS LIQUIDS, INC.,
Its Members
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Authorized Signatory
BUYER: MAGELLAN MIDSTREAM HOLDINGS, L.P.
By: MAGELLAN MIDSTREAM MANAGEMENT, LCC
Its General Partner
By: /s/ Xxx X. Xxxxxxxxxx
-------------------------------------
Name: Xxx X. Xxxxxxxxxx
Title: President and CEO
