AMENDMENT NO. 2 TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MAGELLAN MIDSTREAM PARTNERS, L.P.Fifth Amended and Restated Agreement of Limited Partnership • January 17th, 2017 • Magellan Midstream Partners Lp • Pipe lines (no natural gas) • Delaware
This Amendment No. 2 (this “Amendment No. 2”) to the Fifth Amended and Restated Agreement of Limited Partnership (as amended by Amendment No. 1 and as of the date hereof, the “Partnership Agreement”) of Magellan Midstream Partners, L.P. (the “Partnership”) is hereby executed and effective as of January 16, 2017, by Magellan GP, LLC, a Delaware limited liability company (the “General Partner”), as general partner of the Partnership, on its own behalf and as attorney in fact on behalf of the limited partners pursuant to Section 2.6 of the Partnership Agreement. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.
AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MAGELLAN GP, LLCLimited Liability Company Agreement • January 17th, 2017 • Magellan Midstream Partners Lp • Pipe lines (no natural gas) • Delaware
This Amendment No. 1 (this “Amendment”) to the Third Amended and Restated Limited Liability Company Agreement (the “Agreement”) of Magellan GP, LLC (the “Company”), effective as of January 16, 2017, (1) is adopted, executed and agreed to by Magellan Midstream Partners, L.P., a Delaware limited partnership, as sole member of the Company (the “Member”) and (2) has been approved by the unanimous written consent of the Conflicts Committee (the “Conflicts Committee”) of the Board of Directors of the Company (the “Board”), pursuant to Sections 7.10(d) and 13.05 of the Agreement. Capitalized terms used but not defined herein are used as defined in the Agreement.
