FORM OF THIRD AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MAGELLAN GP, LLCLimited Liability Company Agreement • May 21st, 2009 • Magellan Midstream Partners Lp • Pipe lines (no natural gas) • Delaware
This THIRD AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Magellan GP, LLC (the “Company”), dated as of , 2009, is adopted, executed and agreed to for good and valuable consideration by Magellan Midstream Partners, L.P., a Delaware limited partnership, as the member.
FORM OF IDR ENTITY ASSUMPTION AGREEMENTIdr Entity Assumption Agreement • May 21st, 2009 • Magellan Midstream Partners Lp • Pipe lines (no natural gas) • Delaware
THIS IDR ENTITY ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of , 2009, by and among Magellan Midstream Partners, L.P., a Delaware limited partnership (“Partners”), Magellan IDR LP, LLC, a Delaware limited liability company (“IDR LLC”), and Magellan IDR, L.P., a Delaware limited partnership (“IDR LP”). Each of the foregoing shall be referred to individually as a “Party” and collectively as the “Parties.” Certain capitalized terms used but not defined herein have the meanings assigned to them in the Simplification Agreement (as defined below).
