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AMENDMENT NO. 4 TO
FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP
OF
MAGELLAN MIDSTREAM PARTNERS, L.P.
This Amendment No. 4 (this "
Amendment No. 4 ") to the Fourth Amended and
Restated Agreement of Limited Partnership (as amended, the "
Partnership Agreement ") of Magellan Midstream
Partners, L.P. (the " Partnership ") is hereby
adopted April 15, 2008, to be effective as of January 1, 2007, by
Magellan GP, LLC, a Delaware limited liability company (the "
General Partner "), as general partner of the
Partnership. Capitalized terms used but not defined herein are used
as defined in the Partnership Agreement.
WHEREAS , the General Partner desires to
amend the Partnership Agreement to make certain adjustments to
certain allocation provisions and the definitions related thereto;
and
WHEREAS , acting pursuant to the power
and authority granted to it under Section 13.1(d) of the
Partnership Agreement, the General Partner has determined that the
following amendment to the Partnership Agreement does not require
the approval of any Limited Partner.
NOW THEREFORE , the General Partner does
hereby amend the Partnership Agreement as follows:
Section 1. Amendment .
(a) Section 1.1 is hereby amended to add or
amend and restate the following definitions:
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(i) " Disposed of Adjusted Property " has
the meaning assigned to such term in Section 6.1(d)(xii)(B).
(ii) " Net Termination Gain " means, for
any taxable year, the sum, if positive, of all items of income,
gain, loss or deduction recognized by the Partnership (a) after the
Liquidation Date or (b) upon the sale, exchange or other
disposition of all or substantially all of the assets of the
Partnership Group, taken as a whole, in a single transaction or a
series of related transactions (excluding any disposition to a
member of the Partnership Group). The items included in the
determination of Net Termination Gain shall be determined in
accordance with Section 5.5(b) and shall not include any items of
income, gain or loss specially allocated under Section 6.1(d).
(iii) " Net Termination Loss " means, for
any taxable year, the sum, if negative, of all items of income,
gain, loss or deduction recognized by the Partnership (a) after the
Liquidation Date or (b) upon the sale, exchange or other
disposition of all or substantially all of the assets of the
Partnership Group, taken as a whole, in a single transaction or a
series of related transactions (excluding any disposition to a
member of the Partnership Group). The items included in the
determination of Net Termination Loss shall be determined in
accordance with Section 5.5(b) and shall not include any items of
income, gain or loss specially allocated under Section 6.1(d).
(b) Section 5.5(d) is hereby amended and
restated in its entirety as follows:
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(i) In accordance with Treasury Regulation
Section 1.704-1(b)(2)(iv)(f), on an issuance of additional
Partnership Interests for cash or Contributed Property, the
issuance of Partnership Interests as consideration for the
provision of services or the conversion of the General Partner's
Combined Interest to Common Units pursuant to Section 11.3(b), the
Capital Accounts of all Partners and the Carrying Value of each
Partnership property immediately prior to such issuance shall be
adjusted upward or downward to reflect any Unrealized Gain or
Unrealized Loss attributable to such Partnership property, as if
such Unrealized Gain or Unrealized Loss had been recognized on an
actual sale of each such property for an amount equal to its fair
market value immediately prior to such issuance and had been
allocated to the Partners at such time pursuant to Section 6.1(c)
in the same manner as any item of gain or loss actually recognized
following an event giving rise to the dissolution of the
Partnership would have been allocated. In determining such
Unrealized Gain or Unrealized Loss, the aggregate cash amount and
fair market value of all Partnership assets (including cash or cash
equivalents) immediately prior to the issuance of additional
Partnership Interests shall be determined by the General Partner
using such method of valuation as it may adopt; provided, however,
that the General Partner, in arriving at such valuation, must take
fully i
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