0001193125-04-082068 Sample Contracts

THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MAGELLAN MIDSTREAM PARTNERS, L.P.
Limited Partnership Agreement • May 7th, 2004 • Magellan Midstream Partners Lp • Pipe lines (no natural gas) • Delaware

THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MAGELLAN MIDSTREAM PARTNERS, L.P. dated as of April 22, 2004, is entered into by and among Magellan GP, LLC, a Delaware limited liability company, as the General Partner and as the lawful agent and attorney-in-fact for the Limited Partners, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.

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FIRST AMENDMENT
Credit Agreement • May 7th, 2004 • Magellan Midstream Partners Lp • Pipe lines (no natural gas) • New York

FIRST AMENDMENT, dated as of December 22, 2003 (this “Amendment”), to the Credit Agreement, dated as of August 6, 2003 (as amended from time to time, the “Credit Agreement”), among MAGELLAN MIDSTREAM PARTNERS, L.P., (f/k/a Williams Energy Partners L.P.), a Delaware limited partnership (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), LEHMAN BROTHERS INC., as sole advisor and sole bookrunner (in such capacity, the “Bookrunner”), LEHMAN BROTHERS INC. and BANC OF AMERICA SECURITIES, LLC, as joint lead arrangers (in such capacity, the “Joint Lead Arrangers”), BANK OF AMERICA, N.A., as syndication agent (in such capacity, the “Syndication Agent”), and LEHMAN COMMERCIAL PAPER INC., as administrative agent (in such capacity, the “Administrative Agent”).

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