MAGELLAN MIDSTREAM PARTNERS, L.P.Underwriting Agreement • July 10th, 2008 • Magellan Midstream Partners Lp • Pipe lines (no natural gas) • New York
Magellan Midstream Partners, L.P., a Delaware limited partnership (the “Partnership”), proposes to issue and sell to the several underwriters named in Schedule 1 hereto (collectively, the “Underwriters”) $250,000,000 aggregate principal amount of its 6.400% Senior Notes due 2018 (the “Notes”) to be issued pursuant to the terms of an indenture (the “Original Indenture”) between the Partnership and U.S. Bank National Association, as trustee (the “Trustee”), dated as of April 19, 2007, as supplemented by the Second Supplemental Indenture to be dated as of the Delivery Date (as defined in Section 3) (the “Second Supplemental Indenture”). The Original Indenture, as so supplemented, is referred to herein as the “Indenture.” Wachovia Capital Markets, LLC and Banc of America Securities LLC shall act as representatives (the “Representatives”) of the several Underwriters. Capitalized terms used but not defined herein shall have the same meanings given them in the Partnership Agreement (as define
