0001193125-09-044528 Sample Contracts

AMENDMENT NO. 1 TO UNIT PURCHASE RIGHTS AGREEMENT
Unit Purchase Rights Agreement • March 4th, 2009 • Magellan Midstream Partners Lp • Pipe lines (no natural gas) • Delaware

This Amendment No. 1 (this “Amendment”), dated as of March 3, 2009, is between Magellan Midstream Partners, L.P., a Delaware limited partnership (the “Partnership”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”).

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AGREEMENT RELATING TO SIMPLIFICATION OF CAPITAL STRUCTURE BY AND AMONG MAGELLAN MIDSTREAM PARTNERS, L.P., MAGELLAN GP, LLC, MAGELLAN MIDSTREAM HOLDINGS, L.P., AND MAGELLAN MIDSTREAM HOLDINGS GP, LLC Dated as of March 3, 2009
Contribution and Assumption Agreement • March 4th, 2009 • Magellan Midstream Partners Lp • Pipe lines (no natural gas) • Delaware

This AGREEMENT RELATING TO SIMPLIFICATION OF CAPITAL STRUCTURE, dated as of March 3, 2009 (this “Agreement”), is entered into by and among Magellan Midstream Partners, L.P., a Delaware limited partnership (“Partners”), Magellan GP, LLC, a Delaware limited liability company and the general partner of Partners (“Partners GP”), Magellan Midstream Holdings, L.P., a Delaware limited partnership (“Holdings”), and Magellan Midstream Holdings GP, LLC, a Delaware limited liability company and the general partner of Holdings (“Holdings GP”).

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