0001193125-07-073737 Sample Contracts

COMMON UNIT PURCHASE AGREEMENT by and among MGG MIDSTREAM HOLDINGS, L.P., MAGELLAN MIDSTREAM HOLDINGS, L.P. and THE PURCHASERS PARTY HERETO
Common Unit Purchase Agreement • April 4th, 2007 • Magellan Midstream Holdings Lp • Pipe lines (no natural gas) • New York

This COMMON UNIT PURCHASE AGREEMENT, dated as of April 3, 2007 (this “Agreement”), is by and among MGG MIDSTREAM HOLDINGS, L.P., a Delaware limited partnership (the “Selling Unitholder”), MAGELLAN MIDSTREAM HOLDINGS, L.P., a Delaware limited partnership (the “Partnership”) and each of the purchasers set forth in Schedule A hereto (each a “Purchaser” and, collectively, the “Purchasers”).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 4th, 2007 • Magellan Midstream Holdings Lp • Pipe lines (no natural gas) • New York

This Indemnification Agreement (“Agreement”) is made and entered into as of April 3, 2007 by and between Magellan Midstream Holdings, L.P., a Delaware limited partnership (“MGG”) and MGG Midstream Holdings, L.P., a Delaware limited partnership (“MGGMH”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 4th, 2007 • Magellan Midstream Holdings Lp • Pipe lines (no natural gas) • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 3, 2007, by and among Magellan Midstream Holdings, L.P., a Delaware limited partnership (the “Partnership”), and the Purchasers listed on the signature pages to this Agreement (each, a “Purchaser” and collectively, the “Purchasers”).

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