0001193125-03-076346 Sample Contracts

ASSIGNMENT AND ASSUMPTION
Assignment and Assumption • November 10th, 2003 • Magellan Midstream Partners Lp • Pipe lines (no natural gas) • New York

ASSUMPTION AGREEMENT, dated as of September 4, 2003, made by MAGELLAN ASSET SERVICES, L.P., a Delaware limited partnership (the “Additional Grantor”), in favor of LEHMAN COMMERCIAL PAPER INC., as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (the “Lenders”) parties to the Credit Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement.

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CREDIT AGREEMENT among WILLIAMS ENERGY PARTNERS L.P., as Borrower, The Several Lenders from Time to Time Parties Hereto, LEHMAN BROTHERS INC. and BANC OF AMERICA SECURITIES, LLC, as Joint Lead Arrangers BANK OF AMERICA, N.A., as Syndication Agent and...
Credit Agreement • November 10th, 2003 • Magellan Midstream Partners Lp • Pipe lines (no natural gas) • New York

CREDIT AGREEMENT, dated as of August 6, 2003, among WILLIAMS ENERGY PARTNERS L.P., a Delaware limited partnership (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), LEHMAN BROTHERS INC., as sole advisor and sole bookrunner (in such capacity, the “Bookrunner”), LEHMAN BROTHERS INC. and BANC OF AMERICA SECURITIES, LLC, as joint lead arrangers (in such capacity, the “Joint Lead Arrangers”), BANK OF AMERICA, N.A., as syndication agent (in such capacity, the “Syndication Agent”), and LEHMAN COMMERCIAL PAPER INC., as administrative agent (in such capacity, the “Administrative Agent”).

GUARANTEE AND COLLATERAL AGREEMENT made by WILLIAMS ENERGY PARTNERS L.P. and certain of its Subsidiaries in favor of LEHMAN COMMERCIAL PAPER INC., as Administrative Agent Dated as of August 6, 2003
Guarantee and Collateral Agreement • November 10th, 2003 • Magellan Midstream Partners Lp • Pipe lines (no natural gas) • New York

GUARANTEE AND COLLATERAL AGREEMENT, dated as of August 6, 2003, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of LEHMAN COMMERCIAL PAPER INC., as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (the “Lenders”) from time to time parties to the Credit Agreement, dated as of August 6, 2003 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among WILLIAMS ENERGY PARTNERS L.P., a Delaware limited partnership (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), LEHMAN BROTHERS INC., as sole advisor and sole bookrunner (in such capacity, the “Bookrunner”), Lehman Brothers Inc. and Banc of America Securities, LLC as joint lead arrangers (in such capacity, the “Joint Lead Arrangers”), Bank of Am

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