MAGELLAN MIDSTREAM PARTNERS, L.P. UNDERWRITING AGREEMENTUnderwriting Agreement • February 27th, 2014 • Magellan Midstream Partners Lp • Pipe lines (no natural gas) • New York
Contract Type FiledFebruary 27th, 2014 Company Industry JurisdictionMagellan Midstream Partners, L.P., a Delaware limited partnership (the “Partnership”), proposes to issue and sell to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”) $250,000,000 aggregate principal amount of its 5.15% Senior Notes due 2043 (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 amended and supplemented by the Third Supplemental Indenture, dated as of October 10, 2013 (the “Supplemental Indenture”). The Original Indenture, as so amended and 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 Partnership’s 5.15% Senior Notes due 2043 sold by the Partnership on October 10,