Exhibit 4.1
AMENDMENT NO. 1
TO
UNIT PURCHASE RIGHTS
AGREEMENT
This Amendment No. 1 (this
“ Amendment ”), dated as of March 3, 2009,
is between Magellan Midstream Partners, L.P., a Delaware limited
partnership (the “ Partnership ”), and
Computershare Trust Company, N.A., a federally chartered trust
company, as Rights Agent (the “ Rights Agent
”).
WHEREAS, the Partnership and the
Rights Agent entered into a Unit Purchase Rights Agreement, dated
as of December 4, 2008 (the “ Rights Agreement
”);
WHEREAS, the Rights (as defined in
the Rights Agreement) are presently redeemable and the Partnership
has met all requirements for amendment of the Rights Agreement;
and
WHEREAS, the Partnership, pursuant
to Section 27 of the Rights Agreement, desires to amend the
Rights Agreement as set forth below.
NOW, THEREFORE, the Rights Agreement
is hereby amended as follows:
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1.
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Amendment of
Section 1
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Section 1 of the Rights
Agreement is amended by adding thereto the following as Sections
1(w) and 1(x) and existing Sections 1(w) through (z) shall be
re-numbered as Sections 1(y) through 1(bb):
(w) “ Simplification
Agreement ” shall mean the Agreement Relating to
Simplification of Capital Structure, dated as of March 3,
2009, by and among Magellan Midstream Holdings, L.P., a Delaware
limited partnership (“ Holdings ”), Magellan
Midstream Holdings GP, LLC, a Delaware limited liability company
(“ Holdings GP ”), the General Partner, and the
Partnership, as the same may be amended from time to
time.
(x) “ Simplification
Documents ” shall mean the Fifth Amended and Restated
Agreement of Limited Partnership of the Partnership, the Plan of
Liquidation, among Holdings and Holdings GP, the Contribution and
Assumption Agreement among the Partnership, the General Partner,
Holdings, Holdings GP and MGG GP Holdings, LLC, a Delaware limited
liability company, a form of each of which is attached as an annex
to the Simplification Agreement, and the IDR Entity Assumption
Agreement among the
Partnership, Magellan IDR LP, LLC, a
Delaware limited liability company and Magellan IDR, L.P., a
Delaware limited partnership, and, together with all documents,
agreements, certificates or instruments contemplated by or related
to such agreements, as said Simplification Documents may be amended
from time to time.
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2.
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Addition of
New Section 37
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The Rights Agreement is a
