MAGELLAN MIDSTREAM PARTNERS, L.P. 5,000,000 COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS UNDERWRITING AGREEMENTUnderwriting Agreement • July 19th, 2010 • 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 (the “Underwriters”) 5,000,000 common units representing limited partner interests in the Partnership (the “Firm Units”). The Partnership also proposes to issue and sell to the several Underwriters not more than an additional 750,000 common units (the “Additional Units”) if and to the extent that you, as Managers of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such common units granted to the Underwriters in Section 2 hereof. The Firm Units and the Additional Units are hereinafter collectively referred to as the “Units.” The common units representing limited partner interests of the Partnership to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Common Units.”
