THIRD AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MAGELLAN GP, LLCLimited Liability Company Agreement • September 30th, 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 September 28, 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.
IDR ENTITY ASSUMPTION AGREEMENTIdr Entity Assumption Agreement • September 30th, 2009 • Magellan Midstream Partners Lp • Pipe lines (no natural gas) • Delaware
THIS IDR ENTITY ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of September 28, 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).
CONTRIBUTION AND ASSUMPTION AGREEMENTContribution and Assumption Agreement • September 30th, 2009 • Magellan Midstream Partners Lp • Pipe lines (no natural gas) • Delaware
THIS CONTRIBUTION AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of September 28, 2009, 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”), Magellan Midstream Holdings GP, LLC, a Delaware limited liability company and the general partner of Holdings (“Holdings GP”), and MGG GP Holdings, LLC, a Delaware limited liability company and the sole member of Holdings GP (“MGG GP Holdings”). 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).
FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MAGELLAN MIDSTREAM PARTNERS, L.P.Simplification Agreement • September 30th, 2009 • Magellan Midstream Partners Lp • Pipe lines (no natural gas) • Delaware
THIS FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MAGELLAN MIDSTREAM PARTNERS, L.P. dated as of September 28, 2009, is entered into by and among Magellan GP, LLC, a Delaware limited liability company, as the General Partner and as the lawful agent and attorney-in-fact for the Limited Partners, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.
