MAGELLAN MIDSTREAM PARTNERS, L.P. UNDERWRITING AGREEMENTUnderwriting Agreement • August 19th, 2011 • 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 Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC (collectively, the “Underwriters”) $250,000,000 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”), dated as of August 11, 2010, as supplemented by the First Supplemental Indenture, dated as of August 11, 2010 (the “First Supplemental Indenture”). The Original Indenture, as so supplemented, is referred to herein as the “Indenture.” For the avoidance of doubt, it is understood and agreed that for purposes of this underwriting agreement (this “Agreement”), the term “Notes” shall exclude the $300,000,000 aggregate principal amount of the Partner
