0001193125-10-038751 Sample Contracts

AMENDMENT NO. 1 TO $550,000,000 SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • February 24th, 2010 • Magellan Midstream Partners Lp • Pipe lines (no natural gas) • New York

This AMENDMENT NO. 1 TO $550,000,000 SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of December 4, 2009, among Magellan Midstream Partners, L.P., as Borrower, the Lenders party hereto and Wachovia Bank, N.A., as Administrative Agent and Issuing Bank. Unless otherwise indicated, all capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the $550,000,000 Second Amended and Restated Credit Agreement among the parties hereto dated as of September 20, 2007 (the “Credit Agreement”).

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FORM OF PHANTOM UNIT AGREEMENT
Phantom Unit Agreement • February 24th, 2010 • Magellan Midstream Partners Lp • Pipe lines (no natural gas)

THIS PHANTOM UNIT AGREEMENT (this “Agreement”) is by and between Magellan GP, LLC (the “Company”) and [Employee Name] (the “Participant”).

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