Amendment No. 2 to Purchase Agreement


 EXHIBIT 10.7 
  
 Amendment No. 2 to Purchase Agreement 
  
   Execution Copy 
  
 AMENDMENT NO. 2 
  
 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 January 6, 2004 






 AMENDMENT NO. 2 
  

to 
  
 PURCHASE AGREEMENT 
  
 THIS
AMENDMENT NO. 2 TO PURCHASE AGREEMENT (this “Amendment No. 2”) is made and entered into as of this 6th day of January 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 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 sold, and Buyer
purchased, 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. 2 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. Amendment. The Purchase Agreement is
hereby amended by deleting Schedule 1.3 attached thereto and replacing it with Schedule 1.3 attached to this Amendment No. 2. 
  
 ARTICLE I I 
  
 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. 2 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. 2 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. 2 as of the date first above written. 
  

					
	 SELLING PARTIES:
	 	 WILLIAMS ENERGY SERVICES, LLC

			
	 	 	 By:
	 	 /s/ Travis N. Campbell


	 	 	 Name:
	 	 Travis N. Campbell

	 	 	 Title:
	 	 Treasurer

		
	 	 	 WILLIAMS NATURAL GAS LIQUIDS, INC.

			
	 	 	 By:
	 	 /s/ Travis N. Campbell


	 	 	 Name:
	 	 Travis N. Campbell

	 	 	 Title:
	 	 Assistant Treasurer

		
	 	 	 WILLIAMS GP LLC

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

			
	 	 	 By:
	 	 /s/ Travis N. Campbell


	 	 	 Name:
	 	 Travis N. Campbell

	 	 	 Title:
	 	 Treasurer/Assistant Treasurer

		
	 BUYER:
	 	 MAGELLAN MIDSTREAM HOLDINGS, L.P.

			
	 	 	 By:
	 	 MAGELLAN MIDSTREAM MANAGEMENT, LLC

	 	 	 	 	 Its General Partner

			
	 	 	 By:
	 	 /s/ Don R. Wellendorf


	 	 	 Name:
	 	 Don R. Wellendorf

	 	 	 Title:
	 	 President and CEO








 Schedule 1.3 
  
 Purchase Price Allocation 
  
 (dollars in table in millions) 
  

					
	 SECURITIES:
	  	 	 	 
	 LLC Interests in New Company:
	  	 	 	 
	 WES
	  	 	99.81	%
	 WNGL
	  	 	0.19	%
	 Selling Parties’ Common Units:
	  	 	 	 
	 WES
	  	 	757,193(70.13)	%
	 WNGL
	  	 	322,501(29.87)	%
	 Selling Parties’ Subordinated Units:
	  	 	 	 
	 WES
	  	 	4,589,193(80.80)	%
	 WNGL
	  	 	1,090,501(19.20)	%
	 Selling Parties’ Class B Common Units:
	  	 	 	 
	 Old Company
	  	 	7,830,924(100)	%
	 VALUATIONS OF SECURITIES:
	  	 	 	 
	 LLC Interests in New Company:
	  	 	 	 
	 GP Interest
	  	$	19.5	 
	 IDRs
	  	$	29.4	 
	 Common Units
	  	$	42.1	 
	 Subordinated Units
	  	$	149.5	 
	 Class B Common Units
	  	$	290.1	 
	 	  	
	
	

	 Purchase Price (1)
	  	$	530.6	 
	 	  	
	
	

	 ALLOCATION AMONG SELLING PARTIES:
	  	 	 	 
	 WES
	  	$	199.1	 
	 WNGL
	  	$	41.4	 
	 Old Company
	  	$	290.1	 
	 	  	
	
	

	 Purchase Price (1)
	  	$	530.6	 
	 	  	
	
	

	 ALLOCATION AMONG SECURITIES:
	  	 	 	 
	 GP Interest / IDRs:
	  	 	 	 
	 WES New LLC Interests (2)
	  	$	48.8	 
	 WNGL New LLC Interests
	  	$	0.1	 
	 Common Units:
	  	 	 	 
	 WES Common Units
	  	$	29.5	 
	 WNGL Common Units
	  	$	12.6	 
	 Subordinated Units:
	  	 	 	 
	 WES Subordinated Units
	  	$	120.8	 
	 WNGL Subordinated Units
	  	$	28.7	 
	 Class B Common Units:
	  	 	 	 
	 Old Company Class B Common Units
	  	$	290.1	 
	 	  	
	
	

	 Purchase Price (1)
	  	$	530.6	 
	 	  	
	
	




	(1)	Allocated purchase price of $530.6 million includes (i) First Payment of approximately $509.9 million, (ii) Second Payment of approximately $1.9 million and (iii) the
assumption under the Fourth Payment of certain environmental indemnity obligations valued at approximately $18.9 million on the Closing Date, and excludes financing and other transaction fees and expenses. The Third Payment will, to the extent
required to be paid, be allocated on a pro rata basis to the Common Units and the Class B Common units at the time of any such payment. 


	(2)	Includes the assumption under the Fourth Payment of certain environmental indemnity obligations valued at approximately $18.9 million on the Closing Date.