Simplification of Capital Structure Agreement Sample Contracts

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
Simplification of Capital Structure 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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