MAGELLAN MIDSTREAM PARTNERS, L.P.Underwriting Agreement • May 25th, 2004 • 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”), for whom J.P. Morgan Securities Inc. and Lehman Brothers Inc. are acting as the representatives (the “Representatives”), $250,000,000 aggregate principal amount of its 6.45% Senior Notes due 2014 (the “Notes”) to be issued pursuant to the terms of an indenture (the “Original Indenture”) among the Partnership and SunTrust Bank, as trustee (the “Trustee”), to be dated the Delivery Date (as defined herein), as supplemented by the First Supplemental Indenture thereto to be dated the Delivery Date (the “First Supplemental Indenture”). The Original Indenture, as so supplemented, is referred to herein as the “Indenture”.
MAGELLAN MIDSTREAM PARTNERS, L.P. 3,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • May 25th, 2004 • Magellan Midstream Partners Lp • Pipe lines (no natural gas) • New York
property or assets of any member of the Partnership Group is subject, or (B) any violation of any order, rule or regulation of any court or governmental agency or body having jurisdiction over the General Partner, any member of the Partnership Group or any of the properties or assets of the Partnership Group, excluding any federal or state securities laws, except any such conflicts, breaches, violations or defaults that would not have a material adverse effect on the condition (financial or other), business, assets or results of operations of the Partnership Group, taken as a whole.
MAGELLAN MIDSTREAM PARTNERS, L.P. as Issuer, ANY SUBSIDIARY GUARANTORS PARTIES HERETO as Subsidiary Guarantors, and SUNTRUST BANK, as Trustee INDENTURE Dated as of May 25, 2004 Debt SecuritiesMagellan Midstream Partners Lp • May 25th, 2004 • Pipe lines (no natural gas) • New York
THIS INDENTURE dated as of May 25, 2004 is among Magellan Midstream Partners, L.P., a Delaware limited partnership (the “Partnership”), any subsidiary guarantors parties hereto from time to time (the “Subsidiary Guarantors”) and SunTrust Bank, a Georgia bank and trust company, as trustee (the “Trustee”).
MAGELLAN MIDSTREAM PARTNERS, L.P. as Issuer and SUNTRUST BANK as Trustee 6.45% SENIOR NOTES DUE 2014 FIRST SUPPLEMENTAL INDENTURE Dated as of May 25, 2004First Supplemental Indenture • May 25th, 2004 • Magellan Midstream Partners Lp • Pipe lines (no natural gas) • New York
FIRST SUPPLEMENTAL INDENTURE dated as of May 25, 2004 (this “Supplemental Indenture”) between Magellan Midstream Partners, L.P., a Delaware limited partnership (the “Partnership” or the “Issuer”), and SunTrust Bank, a Georgia bank and trust company, as trustee (the “Trustee”),
