Amendment No. 3 to Purchase Agreement


 EXHIBIT 10.8 
  
 Amended Purchase Agreement 
  
    
 AMENDMENT NO. 3 
  
 to 
  
 PURCHASE AGREEMENT, 
  
 dated as of April 18, 2003, 
  
 by and among 
  
 WILLIAMS ENERGY SERVICES, LLC, 
  
 WILLIAMS NATURAL GAS LIQUIDS, INC. and 
  
 WILLIAMS GP LLC 
  
 collectively, as Selling Parties,

  
 and 
  
 WEG ACQUISITIONS, L.P. 
  
 a Delaware limited partnership, 
  
 as Buyer, 
  
 for the purchase and sale of 
  
 (i) all the membership interests of 
  
 WEG GP LLC 
  
 a Delaware limited liability company, 
  
 (ii) all of the Common Units and Subordinated Units of 
 WILLIAMS ENERGY PARTNERS L.P. 
  
 a Delaware limited partnership 
  
 owned by Williams Energy Services, LLC and Williams Natural Gas Liquids, Inc.

 and 
  
 (iii) all the Class B Common Units of 
  
 WILLIAMS ENERGY PARTNERS L.P. 
  
 a Delaware limited partnership 
  
 dated as of
May 26, 2004 






 AMENDMENT NO. 3 
  

to 
  
 PURCHASE AGREEMENT 
  
 THIS
AMENDMENT NO. 3 TO PURCHASE AGREEMENT (this “Amendment No. 3”) is made and entered into as of this 26th day of May 2004, by and among WILLIAMS ENERGY SERVICES, LLC, a Delaware limited liability company (“WES”), WILLIAMS
NATURAL GAS LIQUIDS, INC., a Delaware corporation (“WNGL”), and WILLIAMS GP LLC, a Delaware limited liability company (the “Old Company,” and collectively with WES and WNGL, the “Selling Parties”), and MAGELLAN
MIDSTREAM HOLDINGS, L.P., formerly WEG Acquisitions, L.P., a Delaware limited partnership (“Buyer”). 
  
 WITNESSETH: 
  
 WHEREAS, the
Selling Parties and Buyer have entered into the Purchase Agreement, dated as of April 18, 2003 (the “Purchase Agreement”), pursuant to which, on the terms and subject to the conditions set forth therein, the Selling Parties have
agreed to sell, and Buyer has agreed to purchase, at the Closing the Securities (as such terms are defined in the Purchase Agreement); and 
  
 WHEREAS, in accordance with Section 9.8 of the Purchase Agreement, the Selling Parties and Buyer have agreed to enter into this Amendment No. 3 to amend the
Purchase Agreement to the extent, and only to the extent, specified below; 
  
 NOW, THEREFORE, in consideration of the mutual terms, conditions and other agreements set forth herein and in the Purchase Agreement, the parties hereto agree as follows: 
  
 ARTICLE I 
  
 AMENDMENTS 
  
 Section 1.1 Capitalized terms used herein but not defined shall have the meanings assigned to such terms in the Purchase Agreement. 
  
 Section 1.2 The Purchase Agreement is hereby amended by reducing the Cap provided in Section 8.2 (d)(i) from $175,000,000 to
$160,000,000. 






 ARTICLE II 
  
 MISCELLANEOUS 
  
 Section 2.1. Signatures and Counterparts. Facsimile transmissions of any signed original document and/or retransmission of any signed facsimile transmission shall be the same as delivery of an original. At the
request of Buyer or the Selling Parties, the parties will confirm facsimile transmission by signing a duplicate original document. This Amendment No. 3 may be executed in two or more counterparts, each of which shall be deemed an original and
all of which together shall be considered one and the same document. 
  
 Section 2.2. Governing Law. This Amendment No. 3 shall be governed by and construed in accordance with the internal and substantive laws of New York and without regard to any conflicts of laws concepts that would apply the
substantive law of some other jurisdiction. 
  
 Section 2.3. Continuation of
Purchase Agreement. To the extent not amended hereby, the Purchase Agreement shall remain in full force and effect. 






 IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 3 as of the
date first above written. 
  

					
	 SELLING PARTIES:
	 	 WILLIAMS ENERGY SERVICES, LLC

			
	 	 	 By:
	 	 /s/ Phillip D. Wright


	 	 	 Name:
	 	 Phillip D. Wright

	 	 	 Title:
	 	 Authorized Signatory

		
	 	 	 WILLIAMS NATURAL GAS LIQUIDS, INC.

			
	 	 	 By:
	 	 /s/ Phillip D. Wright


	 	 	 Name:
	 	 Phillip D. Wright

	 	 	 Title:
	 	 Authorized Signatory

		
	 	 	 WILLIAMS GP LLC

			
	 	 	 By:
	 	 WILLIAMS ENERGY SERVICES, LLC and
 WILLIAMS NATURAL GAS LIQUIDS, INC.,
 Its Members

			
	 	 	 By:
	 	 /s/ Phillip D. Wright


	 	 	 Name:
	 	 Phillip D. Wright

	 	 	 Title:
	 	 Authorized Signatory

		
	 	 	 MAGELLAN MIDSTREAM HOLDINGS, L.P.

	 BUYER:
	 	 	 	 
	 	 	 By: MAGELLAN MIDSTREAM MANAGEMENT, LLC

	 	 	 Its General Partner

			
	 	 	 By:
	 	 /s/ Don R. Wellendorf


	 	 	 Name:
	 	 Don R. Wellendorf

	 	 	 Title:
	 	 President and CEO