Exhibit 3(e)
AMENDMENT NO. 3 TO SECOND AMENDED AND
RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
WILLIAMS ENERGY PARTNERS L.P.
THIS AMENDMENT NO. 3 TO SECOND
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WILLIAMS
ENERGY PARTNERS L.P. (this “Amendment”), dated as of
December 12, 2003, is entered into and effectuated by Magellan GP,
LLC (formerly known as WEG GP LLC), a Delaware limited liability
company, as the General Partner, pursuant to authority granted to
it in Article 13 of the Second Amended and Restated Agreement of
Limited Partnership of Williams Energy Partners L.P. dated as of
September 27, 2002, as amended (the “Partnership
Agreement”). Capitalized terms used but not defined herein
are used as defined in the Partnership Agreement.
WHEREAS, Section 13.1 of the
Partnership Agreement provides that the General Partner, without
the approval of any Partner, may amend any provision of the
Partnership Agreement to reflect a change that, in the discretion
of the General Partner, does not adversely affect the Limited
Partners (including any particular class of Partnership Interests
as compared to other classes of Partnership Interests) in any
material respect; and
WHEREAS, the General Partner deems
it to be in the best interest of the Partnership to effect this
Amendment in order to (1) simplify the Partnership’s
accounting and tax reporting for (A) the required reimbursement by
the Partnership of certain general and administrative expenses to
the General Partner and (B) the obligation of certain Affiliates of
the General Partner to fund the satisfaction of certain Assumed
Environmental Indemnification Obligations (as defined below) of the
Partnership, (2) clarify the certain circumstances under which
Parity Units may be issued during the Subordination Period and (3)
reflect various name changes.
NOW, THEREFORE, the Partnership
Agreement is hereby amended as follows:
Section 1. The following definitions
shall be added to Section 1.1 of the Partnership
Agreement:
(a) “Assumed Environmental
Indemnification Obligations” means the obligation of Holdings
to indemnify the Partnership Group for certain environmental
remedial obligations pursuant to the Purchase Agreement dated as of
April 18, 2003, as amended, among WEG Acquisitions, L.P., Williams
Energy Services, LLC, Williams Natural Gas Liquids, Inc. and
Williams GP LLC pursuant to which Holdings purchased all of the
General Partner Interests, Class B Common Units and Subordinated
Units and certain Common Units.
(b) “Excess G&A
Expenses” means the excess of (i) the amount of any general
and administrative expenses required to be reimbursed to the
General Partner pursuant to Section 7.4, over (ii) the amount of
such expenses permitted to be reimbursed by the Partnership Group
pursuant to Article VII of the Omnibus Agreement.
(c) “Holdings” means
Magellan Midstream Holdings, L.P. (formerly known as WEG
Acquisitions, L.P. prior to September 1, 2003), a Delaware limited
partnership.
Section 2. The following definitions
in Section 1.1 of the Partnership Agreement shall be amended and
restated in their entirety to read as follows:
(a) “General Partner”
means Magellan GP, LLC (formerly known as WEG GP LLC prior to
September 1, 2003), a Delaware limited liability company, and its
successors and permitted assigns as general partner of the
Partnership.
(b) “Operating General
Partner” means Magellan GP, Inc. (formerly known as Williams
GP Inc. prior to September 1, 2003), a Delaware corporation and
wholly owned subsidiary of the Partnership, and any successors and
permitted assigns as the general partner of the Operating
Partnership.
(c) “Operating
Partnership” means Magellan OLP, L.P. (formerly known as
Williams OLP, L.P. prior to September 1, 2003), a Delaware limited
partnership, and such other Persons that are treated as
partnerships for federal income tax purposes that are
majority-owned by the Partnership and controlled by the Partnership
(whether by direct or indirect ownership of the general partner of
such Person or otherwise) and established or acquired for the
purpose of conducting the business of the Partnership.
(d) “Partnership” means
Magellan Midstream Partners, L.P. (formerly known as Williams
Energy Partners L.P. prior to September 1, 2003), a Delaware
limited partnership, and any successors thereto.
Section 3. Section 5.2(c) is hereby
added to the Partnership Agreement and shall read in its entirety
as follows:
“(c) On each date provided for
reimbursement of expenses to the General Partner pursuant to
Section 7.4(b), the General Partner shall contribute an amount to
the Partnership, as a Capital Contribution, equal to the amount of
any Excess G&A Expenses outstanding on such
date.”
Section 4. Section 5.2(d) is hereby
added to the Partnership Agreement and shall read in its entirety
as follows:
“(d) Each payment by the
General Partner or an Affiliate (other than a Group Member) in
satisfaction of all or any portion of the Assumed Environmental
Indemnification Obligations shall be treated as a Capital
Contribution to the Partnership by the General Partner in the
amount of such payment.”
Section 5. Section 6.1(d)(xiii) is
hereby added to the Partnership Agreement and shall read in its
entirety as follows:
“(xiii) Any deduction or loss
attributable to the Partnership’s obligation to reimburse the
General Partner for, or incurred by the Partnership and
constituting, Excess G&A Expenses, which the General Partner
has funded or agreed to fund pursuant to Section 5.2(c), and any
deduction or loss attributable to environmental losses, costs,
damages and expenses suffered or incurred by a Group Member, which
the General Partner or an Affiliate (other than a Group Member) has
reimbur
