AMENDMENT TO WORKING CAPITAL LOAN AGREEMENTWorking Capital Loan Agreement • December 5th, 2008 • Magellan Midstream Holdings Lp • Pipe lines (no natural gas) • New York
This AMENDMENT TO WORKING CAPITAL LOAN AGREEMENT (the “Amendment”), dated as of December 1, 2008 (the “Effective Date”), among MGG MIDSTREAM HOLDINGS, L.P., a limited partnership organized and existing under the laws of the State of Delaware with principal offices at One Williams Center, Tulsa, Oklahoma 74172 (“Lender”), MAGELLAN MIDSTREAM HOLDINGS, L.P., a limited partnership organized and existing under the laws of the State of Delaware with principal offices at One Williams Center, Tulsa, Oklahoma 74172 (“Borrower”), Carlyle/Riverstone MLP Holdings, L.P., Madison Dearborn Capital Partners IV, L.P., Schwerin Company, LLC, Randolph Street Partners V and Special Co-Invest Partners I. Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Working Capital Loan Agreement referred to below.
AMENDMENT NO. 2 TO THE FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MAGELLAN MIDSTREAM HOLDINGS, L.P.Fourth Amended and Restated Agreement of Limited Partnership • December 5th, 2008 • Magellan Midstream Holdings Lp • Pipe lines (no natural gas) • Delaware
This Amendment No. 2 to the Fourth Amended and Restated Agreement of Limited Partnership of Magellan Midstream Holdings, L.P., a Delaware limited partnership (the “Partnership”), dated as of December 1, 2008 (this “Amendment”), is made and entered into by Magellan Midstream Holdings GP, LLC, a Delaware limited liability company, as general partner of the Partnership (the “General Partner”) and as the lawful agent and attorney-in-fact for and on behalf of each of the limited partners of the Partnership. Capitalized terms used herein and not otherwise defined are used as defined in the Fourth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of February 15, 2006 (as amended, the “LP Agreement”).
CONTRIBUTION AGREEMENT Among MGG MIDSTREAM HOLDINGS, L.P. a Delaware limited partnership MAGELLAN MIDSTREAM HOLDINGS GP, LLC a Delaware limited liability company MAGELLAN MIDSTREAM HOLDINGS, L.P. a Delaware limited partnership and MGG GP Holdings, LLC...Contribution Agreement • December 5th, 2008 • Magellan Midstream Holdings Lp • Pipe lines (no natural gas) • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of December 1, 2008 by and among MGG MIDSTREAM HOLDINGS, L.P., a Delaware limited partnership (“MGG Holdings”), MAGELLAN MIDSTREAM HOLDINGS GP, LLC, a Delaware limited liability company (“GP LLC”), MAGELLAN MIDSTREAM HOLDINGS, L.P., a Delaware limited partnership (the “Partnership”) and MGG GP Holdings, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Partnership (“MGG GP Holdings”).
FOURTH AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MAGELLAN MIDSTREAM HOLDINGS GP, LLC A Delaware Limited Liability Company Dated as of December 1, 2008Limited Liability Company Agreement • December 5th, 2008 • Magellan Midstream Holdings Lp • Pipe lines (no natural gas) • Delaware
This FOURTH AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Magellan Midstream Holdings GP, LLC (the “Company”), dated as of December 1, 2008, is adopted, executed and agreed to for good and valuable consideration by MGG GP Holdings, LLC, a Delaware limited liability company, as the member (“Member”).
TERMINATION AGREEMENTTermination Agreement • December 5th, 2008 • Magellan Midstream Holdings Lp • Pipe lines (no natural gas)
This TERMINATION AGREEMENT (this “Agreement”), dated as of December 1, 2008, is entered into by and between Magellan Midstream Holdings, L.P., a Delaware limited partnership (“MGG”), and MGG Midstream Holdings, L.P., a Delaware limited partnership (“MGG MH,” and together with MGG, the “Parties”).
