AGREEMENT FOR THE RELEASE OF CERTAIN INDEMNIFICATION OBLIGATIONS UNDER THE FOLLOWING AGREEMENTS:Purchase Agreement • August 6th, 2004 • Magellan Midstream Partners Lp • Pipe lines (no natural gas) • Oklahoma
Purchase Agreement, dated April 18, 2003, as further amended, by and among, Williams Energy Services, LLC, Williams Natural Gas Liquids, Inc, and Williams GP LLC and Magellan Midstream Holdings, L.P. (formerly known as WEG Acquisitions, L.P.);
AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MAGELLAN MIDSTREAM PARTNERS, L.P.Partnership Agreement • August 6th, 2004 • Magellan Midstream Partners Lp • Pipe lines (no natural gas) • Delaware
This Amendment No. 2 (this “Amendment No. 2”) to Third Amended and Restated Agreement of Limited Partnership of Magellan Midstream Partners, L.P. (the “Partnership”), dated as of April 22, 2004 (the “Partnership Agreement”), is hereby adopted effective as of July 22, 2004, by Magellan GP LLC, a Delaware limited liability company (the “General Partner”), as general partner of the Partnership. Capitalized terms used but not defined herein have the meaning given such terms in the Partnership Agreement.
125,000,000 Revolving Loan CREDIT AGREEMENT dated as of May 25, 2004 among MAGELLAN MIDSTREAM PARTNERS, L.P. The Lenders Party Hereto and JPMORGAN CHASE BANK, as Administrative AgentAssignment and Assumption • August 6th, 2004 • Magellan Midstream Partners Lp • Pipe lines (no natural gas) • New York
CREDIT AGREEMENT (this “Agreement”) dated as of May 25, 2004, among MAGELLAN MIDSTREAM PARTNERS, L.P., the LENDERS party hereto, and JPMORGAN CHASE BANK, as Administrative Agent.
FIRST AMENDMENT TO SERVICES AGREEMENTServices Agreement • August 6th, 2004 • Magellan Midstream Partners Lp • Pipe lines (no natural gas) • New York
This First Amendment (this “Amendment”) to the Services Agreement dated as of June 17, 2003 among Williams Energy Partners L.P., WEG GP LLC and WEG Acquisitions, L.P. is being entered into as of the 19th day of May, 2004. Capitalized terms used but not defined herein are used as defined in the Agreement.
AMENDMENT NO. 3 to PURCHASE AGREEMENT, dated as of April 18, 2003, by and among WILLIAMS ENERGY SERVICES, LLC, WILLIAMS NATURAL GAS LIQUIDS, INC. and WILLIAMS GP LLC collectively, as Selling Parties, and WEG ACQUISITIONS, L.P. a Delaware limited...Purchase Agreement • August 6th, 2004 • Magellan Midstream Partners Lp • Pipe lines (no natural gas) • New York
THIS AMENDMENT NO. 3 TO PURCHASE AGREEMENT (this “Amendment No. 3”) is made and entered into as of this 26th day of May 2004, by and among WILLIAMS ENERGY SERVICES, LLC, a Delaware limited liability company (“WES”), WILLIAMS NATURAL GAS LIQUIDS, INC., a Delaware corporation (“WNGL”), and WILLIAMS GP LLC, a Delaware limited liability company (the “Old Company,” and collectively with WES and WNGL, the “Selling Parties”), and MAGELLAN MIDSTREAM HOLDINGS, L.P., formerly WEG Acquisitions, L.P., a Delaware limited partnership (“Buyer”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 6th, 2004 • Magellan Midstream Partners Lp • Pipe lines (no natural gas) • Texas
THIS PURCHASE AND SALE AGREEMENT (the “Agreement”), is entered into effective the 23rd day of June 2004, by and between Shell Pipeline Company LP, a Delaware limited partnership and Equilon Enterprises LLC d/b/a Shell Oil Products US, a Delaware limited liability company (collectively “Seller”), and Magellan Midstream Partners, L. P., a Delaware limited partnership (“Buyer”). Seller and Buyer are hereinafter sometimes referred to individually as a “Party” or collectively as the “Parties.” Other definitions used in this Agreement are found in Annex A attached hereto and made a part hereof.
SECOND AMENDMENT TO AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MAGELLAN GP, LLCLimited Liability Company Agreement • August 6th, 2004 • Magellan Midstream Partners Lp • Pipe lines (no natural gas) • Delaware
This Second Amendment (this “Amendment”) dated as of May 21, 2004, to the Amended & Restated Limited Liability Company Agreement (the “Agreement”) of Magellan GP, LLC (the “Company”), a Delaware limited liability company, dated as of December 1, 2003, as amended, is adopted, executed and agreed to by Magellan Midstream Holdings, L.P., a Delaware limited partnership, as the sole member (“Member”) of the Company, pursuant to authority granted in Section 13.05 of the Agreement. Capitalized terms used but not defined herein are used as defined in the Agreement.
MAGELLAN PIPELINE COMPANY, LLC Floating Rate Series A Senior Secured Notes due October 7, 2007 Fixed Rate Series B Senior Secured Notes due October 7, 2007 AMENDED AND RESTATED NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 6th, 2004 • Magellan Midstream Partners Lp • Pipe lines (no natural gas) • New York
This Amended and Restated Note Purchase Agreement is entered into as of May 25, 2004 by and among each of Magellan Pipeline Company, LLC, a Delaware limited liability company (the “Company”)(formerly known as Williams Pipe Line Company, LLC), Magellan Midstream Partners, L.P., a Delaware limited partnership (the “Guarantor”)(formerly known as Williams Energy Partners L.P.), Magellan GP, LLC, a Delaware limited liability company and its successors and assigns (the “General Partner”)(formerly known as WEG GP LLC) and is consented to by each of undersigned Holders (as defined below).
AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MAGELLAN MIDSTREAM PARTNERS, L.P.Agreement • August 6th, 2004 • Magellan Midstream Partners Lp • Pipe lines (no natural gas) • Delaware
This Amendment No. 1 (this “Amendment No. 1”) to Third Amended and Restated Agreement of Limited Partnership of Magellan Midstream Partners, L.P. (the “Partnership”), dated as of April 22, 2004 (the “Partnership Agreement”), is hereby adopted effective as of July 22, 2004, by Magellan GP LLC, a Delaware limited liability company (the “General Partner”), as general partner of the Partnership. Capitalized terms used but not defined herein have the meaning given such terms in the Partnership Agreement.
