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Credit Agreement

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Title:

Credit Agreement

Entities:

Goldman Sachs Credit Partners LP; J.P. Morgan Securities Inc.; JPMorgan Chase Bank; Lehman Brothers Inc.; Lehman Commercial Paper Inc.; Magellan Midstream Partners LP; Williams Companies, Inc.; Bank of New York

Date:

2005

Size:

Preview shows 68KB of 236KB total

Price:

$43

ID:

#581033

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EXECUTION COPY

$250,000,000

CREDIT AGREEMENT

among

MAGELLAN MIDSTREAM HOLDINGS, L.P.,

as Borrower,

The Several Lenders

from Time to Time Parties Hereto,

LEHMAN BROTHERS INC.

and

GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Joint Lead Arrangers,

GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Syndication Agent,

and

LEHMAN COMMERCIAL PAPER INC.,

as Administrative Agent

Dated as of December 10, 2004

TABLE OF CONTENTS


		Page
SECTION 1.	DEFINITIONS	1
1.1	Defined Terms.	1
1.2	Other Definitional Provisions.	19

SECTION 2.	AMOUNT AND TERMS OF COMMITMENTS	20
2.1	Commitments	20
2.2	Procedure for Borrowing	20
2.3	Repayment of Loans	21
2.4	Repayment of Loans; Evidence of Debt	21
2.5	Fees, etc	22
2.6	Optional Prepayments	22
2.7	Mandatory Prepayments	22
2.8	Conversion and Continuation Options	23
2.9	Minimum Amounts and Maximum Number of Eurodollar Tranches	23
2.10	Interest Rates and Payment Dates	24
2.11	Computation of Interest and Fees	24
2.12	Inability to Determine Interest Rate	24
2.13	Pro Rata Treatment and Payments	25
2.14	Requirements of Law	26
2.15	Taxes	27
2.16	Indemnity	29
2.17	Illegality	29
2.18	Change of Lending Office	30

SECTION 3.	REPRESENTATIONS AND WARRANTIES	30
3.1	Financial Condition	30
3.2	No Change	32
3.3	Corporate Existence; Compliance with Law	32
3.4	Corporate Power; Authorization; Enforceable Obligations	32
3.5	No Legal Bar	32
3.6	No Material Litigation	33
3.7	No Default	33
3.8	Ownership of Property; Liens	33
3.9	Intellectual Property	33
3.10	Taxes	34
3.11	Federal Regulations	34
3.12	Labor Matters	34
3.13	ERISA	34
3.14	Investment Company Act; Other Regulations	35
3.15	Subsidiaries	35
3.16	Use of Proceeds	35
3.17	Environmental Matters	35
3.18	Accuracy of Information, etc	36


3.19	Collateral Agreement	37
3.20	Solvency	37
3.21	Existing Indebtedness	37

SECTION 4.	CONDITIONS PRECEDENT	38
4.1	Conditions to Loans	38

SECTION 5.	AFFIRMATIVE COVENANTS	39
5.1	Financial Statements	39
5.2	Certificates; Other Information	41
5.3	Payment of Obligations	42
5.4	Conduct of Business and Maintenance of Existence, etc	42
5.5	Maintenance of Property; Insurance	42
5.6	Inspection of Property; Books and Records; Discussions	43
5.7	Notices	43
5.8	Environmental Laws	43
5.9	Further Assurances	44
5.10	Cash Distributions	44

SECTION 6.	NEGATIVE COVENANTS	44
6.1	Financial Condition Covenants.	44
6.2	Limitation on Indebtedness	45
6.3	Limitation on Liens	45
6.4	Limitation on Fundamental Changes	46
6.5	Limitation on Disposition of Property	46
6.6	Limitation on Restricted Payments	46
6.7	Limitation on Capital Expenditures	47
6.8	Limitation on Investments	47
6.9	Change in Equity Structure	48
6.10	Limitation on Transactions with Affiliates	48
6.11	Limitation on Sales and Leasebacks	48
6.12	Limitation on Changes in Fiscal Periods	48
6.13	Limitation on Negative Pledge Clauses	48
6.14	Limitation on Restrictions on General Partner Distributions	49
6.15	Limitation on Lines of Business	49
6.16	Limitation on Amendments to Purchase Agreement	49
6.17	Limitation on Amendments to Certain Documents	49
6.18	Limitation on Activities of the General Partner	49
6.19	Limitation on Activities of the Borrower	50
6.20	Limitation on Hedge Agreements	50

SECTION 7.	EVENTS OF DEFAULT	50

SECTION 8.	THE AGENTS	53
8.1	Appointment	53
8.2	Delegation of Duties	54
8.3	Exculpatory Provisions	54


8.4	Reliance by Agents	54
8.5	Notice of Default	55
8.6	Non-Reliance on Agents and Other Lenders	55
8.7	Indemnification	55
8.8	Agent in Its Individual Capacity	56
8.9	Successor Administrative Agent	56
8.10	Authorization to Release Liens	56
8.11	The Arrangers and the Syndication Agent	57

SECTION 9.	MISCELLANEOUS	57
9.1	Amendments and Waivers	57
9.2	Notices	58
9.3	No Waiver; Cumulative Remedies	59
9.4	Survival of Representations and Warranties	59
9.5	Payment of Expenses	59
9.6	Successors and Assigns; Participations and Assignments	60
9.7	Adjustments; Set-off	64
9.8	Counterparts	64
9.9	Severability	64
9.10	Integration	64
9.11	GOVERNING LAW	65
9.12	Submission To Jurisdiction; Waivers	65
9.13	Acknowledgments	65
9.14	Confidentiality	66
9.15	Release of Collateral.	66
9.16	Accounting Changes	66
9.17	Delivery of Lender Addenda	67
9.18	Limitation of Recourse	67
9.19	WAIVERS OF JURY TRIAL	67
9.20	Separateness	67
9.21	USA Patriot Act	68

iii

SCHEDULES:


1.1		List of Approved Funds
1.1A		Adjustments to Consolidated EBITDA
1.1B		Shell Giveback Schedule
1.1C		Maximum Excess G&A Schedule
3.1(b)		Disclosed Matters
3.15		Subsidiaries
3.21		Existing Indebtedness

EXHIBITS:


A		Form of Collateral Agreement
B		Form of Compliance Certificate
C		Form of Closing Certificate
D		Form of Assignment and Acceptance
E-1		Form of Legal Opinion of Vinson & Elkins L.L.P.
E-2		Form of Legal Opinion of Lonny Townsend
F		Form of Note
G		Form of Exemption Certificate
H		Form of Lender Addendum
I		Form of Borrowing Notice
J		Form of Capital Contribution Agreement

CREDIT AGREEMENT, dated as of December 10, 2004, among MAGELLAN MIDSTREAM HOLDINGS, L.P., a Delaware limited partnership (the ?Borrower?), the several banks and other financial institutions or entities from time to time parties to this Agreement (the ?Lenders?), LEHMAN BROTHERS INC., as sole bookrunner and joint lead arranger, and GOLDMAN SACHS CREDIT PARTNERS L.P., as joint lead arranger (in such capacities, collectively, the ?Arrangers?), GOLDMAN SACHS CREDIT PARTNERS L.P., as syndication agent (in such capacity, the ?Syndication Agent?), and LEHMAN COMMERCIAL PAPER INC., as administrative agent (in such capacity, the ?Administrative Agent?).

W I T N E S S E T H:

WHEREAS, the Borrower, Lehman Commercial Paper Inc., as administrative agent, the several banks and other financial institutions or entities from time to time parties thereto, and certain other parties, are parties to a Credit Agreement, dated as of June 17, 2003 (as amended by the First Amendment to the Credit Agreement, dated as of December 22, 2003, and the Second Amendment to the Credit Agreement, dated as of May 19, 2004, the ?Existing Credit Agreement?); and

WHEREAS, the Borrower has requested that the Lenders provide it credit facilities in order to (a) repay all amounts outstanding under the Existing Credit Agreement in connection with the termination thereof, (b) pay a special dividend to holders of its Capital Stock (the ?Special Dividend?) and (c) pay the related fees and expenses incurred in connection therewith; and

WHEREAS, the Lenders are willing to make such credit facilities available upon and subject to the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and the agreements hereinafter set forth, the parties hereto hereby agree as follows:

SECTION 1. DEFINITIONS

1.1 Defined Terms. As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.

?Administrative Agent?: as defined in the preamble hereto.

?Affiliate?: as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, ?control? of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

?Agents?: the collective reference to the Syndication Agent and the Administrative Agent.

?Agreement?: this Credit Agreement, as amended, modified or otherwise supplemented from time to time.

?Applicable Margin?: for each Type of Loan, the rate per annum set forth under the relevant column heading below:

Base Rate

Loans

Eurodollar

Loans

1.25%

2.25%

?Approved Fund?: any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or an Agent, (c) an entity or an Affiliate of an entity that administers or manages a Lender or an Agent or (d) any entity listed on Schedule 1.1 hereto.

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