MAGELLAN MIDSTREAM PARTNERS, L.P. UNDERWRITING AGREEMENTUnderwriting Agreement • August 10th, 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 J.P. Morgan Securities Inc., Banc of America Securities LLC, Morgan Stanley & Co. Incorporated, Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and Mitsubishi UFJ Securities (USA), Inc. (collectively, the “Underwriters”) $300,000,000 aggregate principal amount of its 4.25% Senior Notes due 2021 (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”), to be dated as of August 11, 2010, as supplemented by the First Supplemental Indenture to be dated as of August 11, 2010 (the “First Supplemental Indenture”). The Original Indenture, as supplemented, is referred to herein as the “Indenture.”
