1003004 Informal Interpretation

From: (Redacted)

Sent: Thursday, March11, 2010 3:20 PM

To: Verne, B. Michael

Subject: HSR Analysis re: Joint VentureFormation

Hi Mike, can you please see below and letme know what you think? Thanks in advance for your help.

Proposed Transaction:

1. A creates a new LLC ("Newco 1") andcontributes certain oil/gas pipeline assets in exchange for 1 00% of the LLCinterests in Newco 1.

2. B creates a new LLC ("Newco 2") andcontributes certain oil/gas terminal assets in exchange for 100% of the LLCinterests in Newco 2.

3. A and B distribute 100% of the ownership interests inNewco 1 and Newco 2, respectively, to MlP GP (0.001 %) and MlP (99.999%). MlP GPthen distributes all of its ownership interest in Newco 1 and Newco 2 to MlP.

4. MlP now owns 100% of Newco 1 and Newco 2.

5. MlP contributes 0.001 % in each of Newco 1 and Newco2 to MlP Operating GP as a capital contribution.

6. MlP Operating GP and MlP contribute all of theinterests in Newco 1 and Newco 2 to OLP as capital contributions. OLP now owns100% of Newco 1 and Newco 2.

7. OLP forms new LLC ("JV") by contributing100% of the LLC interests in Newco 1 and Newco 2 in exchange for 100% of theinterests in JV.

8. Third party C contributes $75mm ("Cash") toJV in exchange for a 25% interest in JV.

9. JV distributes the Cash to OLP in partial redemptionof OLP's ownership in JV. Consequently, OLP now owns 75% of JV and C owns 25%of JV.

Analysis:

The Acquiring Person (the UPE of OLP)will gain control of the Acquired Person (the JV). The other contributor, C,should be exempt from filing since it will not obtain control of the JV(801.50(b)). The UPE of OLP should be exempt by virtue of the fact that theassets contributed (pipeline and terminal assets) are exempt pursuant to802.30(c) and 802.4(a).