Exhibit 4.2


 


 


MAGELLAN MIDSTREAM PARTNERS,
L.P.


as Issuer


 


and


 


SUNTRUST BANK


as Trustee


 


$250,000,000


 


6.45% SENIOR NOTES DUE 2014


 


FIRST


 


SUPPLEMENTAL


 


INDENTURE


 


 


Dated as of May 25, 2004


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE
  I ESTABLISHMENT OF NEW SERIES

  	
   

  
	
  Section 1.01.  Establishment of New Series

  	
   

  
	
   

  	
   

  
	
  ARTICLE II DEFINITIONS AND INCORPORATION BY
  REFERENCE

  	
   

  
	
  Section
  2.01.  Definitions

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  III THE NOTES

  	
   

  
	
  Section 3.01.  Form

  	
   

  
	
  Section 3.02.  Issuance of Additional Notes

  	
   

  
	
  Section 3.03.  Transfer of Notes

  	
   

  
	
  Section 3.04.  Restrictive Legends

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  IV REDEMPTION

  	
   

  
	
  Section 4.01.  Optional Redemption

  	
   

  
	
  Section 4.02.  Mandatory Redemption

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  V COVENANT SUPPLEMENTS

  	
   

  
	
  Section 5.01.  Covenants of the Partnership

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  VI ADDITIONAL EVENT OF DEFAULTS

  	
   

  
	
  Section 6.01.  Events of Default

  	
   

  
	
   

  	
   

  
	
  ARTICLE
  VII MISCELLANEOUS

  	
   

  
	
  Section 7.01.  Integral Part

  	
   

  
	
  Section 7.02.  Adoption, Ratification and Confirmation

  	
   

  
	
  Section 7.03.  Counterparts

  	
   

  
	
  Section 7.04.  Governing Law

  	
   

  
	
  Section 7.05.  Trustee Makes No Representation

  	
   

  



 


 


	
  EXHIBIT A:

  	
  Form of Note

  
	
  EXHIBIT B:

  	
  Form of Supplemental Indenture

  



 


i

















 


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”),


 


W I T N E S S
E T H:


 


WHEREAS, the Issuer has
heretofore entered into an Indenture, dated as of May 25, 2004 (the “Original
Indenture”), with SunTrust Bank, as trustee;


 


WHEREAS, the Original
Indenture, as supplemented by this Supplemental Indenture, is herein called the
“Indenture”;


 


WHEREAS, under the Original
Indenture, the form and terms of a new series of Debt Securities may at any
time be established by a supplemental Indenture executed by the Issuer and the
Trustee;


 


WHEREAS, the Issuer proposes
to create under the Indenture a new series of Debt Securities;


 


WHEREAS, additional Debt
Securities of other series hereafter established, except as may be limited in
the Original Indenture as at the time supplemented and modified, may be issued
from time to time pursuant to the Original Indenture as at the time
supplemented and modified; and


 


WHEREAS, all conditions
necessary to authorize the execution and delivery of this Supplemental
Indenture and to make it a valid and binding obligation of the Issuer have been
done or performed.


 


NOW, THEREFORE, in
consideration of the agreements and obligations set forth herein and for other
good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:


 


ARTICLE I

ESTABLISHMENT OF NEW SERIES


 


Section 1.01.          Establishment of New Series.  (a) There is hereby established a new
series of Notes to be issued under the Indenture, to be designated as the
Issuer’s 6.45% Senior Notes due 2014 (the “Notes”).


 


(b)           There are to be authenticated and
delivered $250,000,000 principal amount of Notes on the Issue Date, and from
time to time thereafter there may be authenticated and delivered an unlimited
principal amount of Additional Notes.


 


(c)           The Notes shall be issued initially
in the form of one or more Global Securities in substantially the form set out
in Exhibit A hereto.  The
Depositary with respect to the Notes shall be The Depository Trust Company.


 

















 


(d)           Initially, there shall be no
Subsidiary Guarantors.  Each Note shall
be dated the date of authentication thereof and shall bear interest as provided
in paragraph 1 of the form of Note in Exhibit A hereto.


 


(e)           If and to the extent that the
provisions of the Original Indenture are duplicative of, or in contradiction
with, the provisions of this Supplemental Indenture, the provisions of this
Supplemental Indenture shall govern.


 


ARTICLE II

DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 2.01.          Definitions.  All capitalized
terms used herein and not otherwise defined below shall have the meanings
ascribed thereto in the Original Indenture. 
The following are additional definitions used in this Supplemental
Indenture:


 


“Additional
Notes” has the meaning
assigned to it in Section 3.02 hereof.


 


“Consolidated
Net Tangible Assets” means, at any date of determination, the total amount of
assets after deducting therefrom (1) all current liabilities (excluding
(A) any current liabilities that by their terms are extendible or renewable
at the option of the obligor thereon to a time more than 12 months after
the time as of which the amount thereof is being computed, and (B) current
maturities of long-term debt), and (2) the amount (net of any applicable
reserves) of all goodwill, trade names, trademarks, patents and other like
intangible assets, all as set forth on the consolidated balance sheet of the
Partnership and its consolidated subsidiaries for the Partnership’s most
recently completed fiscal quarter, prepared in accordance with GAAP.


 


“Debt” means
any obligation created or assumed by any Person for the repayment of money
borrowed, any purchase money obligation created or assumed by such Person and
any guarantee of the foregoing.


 


“Funded Debt”
means all Debt maturing one year or more from the date of the creation thereof,
all Debt directly or indirectly renewable or extendible, at the option of the
debtor, by its terms or by the terms of any instrument or agreement relating
thereto, to a date one year or more from the date of the creation thereof, and
all Debt under a revolving credit or similar agreement obligating the lender or
lenders to extend credit over a period of one year or more.


 


“Issue Date” means the date
on which the Notes are initially issued.


 


“Lien” means,
as to any Person, any mortgage, lien, pledge, security interest or other
encumbrance in or on, or adverse interest or title of any vendor, lessor,
lender or other secured party to or of such Person under conditional sale or
other title retention agreement or capital lease with respect to, any property
or asset of such Person.


 


“Notes”
has the meaning assigned to it in Section 1.01(a) hereof.


 


“Permitted Liens” means
(1) Liens upon rights-of-way for pipeline purposes; (2) any statutory
or governmental Lien, mechanics’, materialmen’s, carriers’ or similar Lien
incurred in the


 


2

















 


ordinary course of business
which is not yet due or which is being contested in good faith by appropriate
proceedings and any undetermined Lien which is incidental to construction;
(3) the right reserved to, or vested in, any municipality or public
authority by the terms of any right, power, franchise, grant, license, permit
or by any provision of law, to purchase or recapture or to designate a
purchaser of, any property or assets; (4) Liens for taxes and assessments
which are (A) for the then current year, (B) not at the time
delinquent, or (C) delinquent but the validity of which is being contested
at the time by the Partnership or any Restricted Subsidiary in good faith;
(5) Liens arising under, or to secure performance of, leases, other than
capital leases; (6) any Lien upon, or deposits of, any assets in favor of
any surety company or clerk of court for the purpose of obtaining indemnity or stay
of judicial proceedings; (7) any Lien upon property or assets acquired or
sold by the Partnership or any Restricted Subsidiary resulting from the
exercise of any rights arising out of defaults on receivables; (8) any
Lien incurred in the ordinary course of business in connection with workmen’s
compensation, unemployment insurance, temporary disability, social security,
retiree health or similar laws or regulations or to secure obligations imposed
by statute or governmental regulations; (9) any Lien in favor of the United
States of America or any state thereof, or any other country, or any political
subdivision of any of the foregoing, to secure partial, progress, advance or
other payments pursuant to any contract or statute, or any Lien securing industrial
development, pollution control or similar revenue bonds; or (10) any
easements, exceptions or reservations in any property or assets of the
Partnership or any Restricted Subsidiary granted or reserved for the purpose of
pipelines, roads, the removal of oil, gas, coal or other minerals, and other
like purposes, or for the joint or common use of real property, facilities and
equipment, which are incidental to, and do not materially interfere with, the
ordinary conduct of its business or the business of the Partnership and its
Subsidiaries, taken as a whole.


 


“Person” means any
individual, corporation, partnership, joint venture, limited liability company,
association, joint-stock company, trust, other entity, unincorporated
organization or government, or other agency or political subdivision thereof.


 


“Principal Property” means
any pipeline, terminal or terminal facility property or asset owned or leased
by the Partnership or any Subsidiary, including any related property or asset
employed in the transportation (including vehicles that generate transportation
revenues), distribution, terminalling, gathering, treating, processing,
marketing or storage of crude oil or refined petroleum products, natural gas,
natural gas liquids, fuel additives, petrochemicals or ammonia, except, in the
case of, (1) any property or asset consisting of inventories, furniture,
office fixtures and equipment (including data processing equipment), vehicles
and equipment used on, or useful with, vehicles (but excluding vehicles that generate
transportation revenues as provided above), and (2) any such property or
asset, plant or terminal which, in the opinion of the Board of Directors is not
material in relation to the activities of the Partnership and its Subsidiaries,
taken as a whole.


 


“Ratings Affirmation” means,
with respect to any particular action or proposed action, each of Standard
& Poor’s Rating Services and Moody’s Investors Service, Inc. or, if either
or both of such ratings agencies do not then rate the Notes, such other nationally
recognized statistical rating organization (as defined in the rules and
regulations of the SEC) then having issued long-term debt ratings for the
Notes, affirms that such long-term debt ratings will not be lowered as a result
of the taking of such action or proposed action.


 


3

















 


“Restricted Subsidiary”
means any Subsidiary of the Partnership that owns or leases, directly or
indirectly through ownership of or an ownership interest in another Subsidiary,
any Principal Property.


 


“Sale-Leaseback Transaction”
means the sale or transfer by the Partnership or any Restricted Subsidiary of
any Principal Property to a Person (other than the Partnership or a Restricted
Subsidiary) and the taking back by the Partnership or any Restricted
Subsidiary, as the case may be, of a lease of such Principal Property.


 


“Subsidiary” means, with
respect to any Person,


 


(1)           any
other Person of which more than 50% of the total voting power of capital
interests (without regard to any contingency to vote in the election of
directors, managers, trustees, or equivalent persons), at the time of such
determination, is owned or controlled, directly or indirectly, by such Person
or one or more of the Subsidiaries of such Person;


 


(2)           in the
case of a partnership, any Person of which more than 50% of the partners’
capital interests (considering all partners’ capital interests as a single
class), at the time of such determination, is owned or controlled, directly or
indirectly, by such Person or one or more of the Subsidiaries of such Person;
or


 


(3)           any other Person in which such Person or one
or more of the Subsidiaries of such Person have the power to control, by
contract or otherwise, the board of directors, managers, trustees or equivalent
governing body of, or otherwise control, such other Person.


 


ARTICLE III

THE NOTES


 


Section 3.01.          Form.  The Notes shall be issued in the form of one or more Global
Securities, and the Notes and Trustee’s certificate of authentication shall be
substantially in the form of Exhibit A hereto, the terms of which are
incorporated in and made a part of this Supplemental Indenture, and the Issuer
and the Trustee, by their execution and delivery of this Supplemental
Indenture, expressly agree to such terms and provisions and to be bound
thereby.


 


Section 3.02.          Issuance of Additional Notes.  The Issuer may, from time to time, issue an
unlimited amount of additional Notes (“Additional Notes”) under the Indenture,
which shall be issued in the same form as the Notes issued on the Issue Date
and which shall have identical terms as the Notes issued on the Issue Date
other than with respect to the issue date, issue price and first payment of
interest. The Notes issued on the Issue Date shall be limited in aggregate principal
amount to $250,000,000.  The Notes
issued on the Issue Date and any Additional Notes subsequently issued shall be
treated as a single series for purposes of giving of notices, consents,
waivers, amendments and taking any other action permitted under the Indenture
and for purposes of interest accrual and redemptions.


 


Section 3.03.          Transfer of Notes.   When Notes are presented to the Registrar
with the request to register the transfer of such Notes or exchange such Notes
for an equal principal amount


 


4

















 


of Notes of other authorized
denominations, the Registrar shall register the transfer or make the exchange
in accordance with Article II of the Original Indenture.


 


Section 3.04.          Restrictive Legend.   Each security certificate evidencing the
Global Securities shall bear a legend substantially in the form set forth in
Section 2.15(a) of the Original Indenture.


 


ARTICLE IV

REDEMPTION


 


Section 4.01.          Optional Redemption.


 


(a)           At its option, the Issuer may choose
to redeem all or any portion of the Notes, at once or from time to time.


 


(b)           To redeem the Notes, the Issuer must
pay a redemption price in an amount determined in accordance with the
provisions of paragraph number 5 of the form of Note in Exhibit A hereto, plus
accrued and unpaid interest, if any, to the Redemption Date (subject to the
right of Holders on the relevant record date to receive interest due on the
relevant interest payment date).


 


(c)           Any redemption pursuant to this
Section 4.01 shall be made pursuant to the provisions of Sections 3.01 through
3.03 of the Original Indenture.  The
actual redemption price, calculated as provided in paragraph number 5 of the
form of Note in Exhibit A hereto, shall be certified in writing to the Issuer
and the Trustee by the Independent Investment Banker (as defined in such
paragraph 5) no later than two Business Days prior to each Redemption Date.


 


Section 4.02.          Mandatory Redemption.  The Issuer shall not be required to make
mandatory redemption or sinking fund payments with respect to the Notes and
shall have no obligation to repurchase any Notes at the option of the Holders.


 


ARTICLE V

COVENANT SUPPLEMENTS AND AMENDMENTS


 


Section 5.01.          Covenants of the Partnership.


 


(a)           Article
IV of the Original Indenture is hereby supplemented, but only in relation to
the Notes, by the addition of the following new Sections at the end of Article
IV:


 


“Section
4.12.  Subsidiary Guarantees.  If any
Subsidiary of the Partnership that is not then a Subsidiary Guarantor becomes a
guarantor or co-obligor of any Funded Debt of the Partnership, in either case
after the Issue Date, then the Partnership shall cause such Subsidiary to
promptly execute and deliver a supplemental Indenture, substantially in the
form of Exhibit B hereto, providing for the Guarantee of the payment of the
Notes pursuant to Article XIV hereof.


 


Section 4.13.  Limitations on Liens.  The Partnership will not, nor will it permit
any Subsidiary to, create, assume, incur or suffer to exist any Lien upon any
Principal Property or upon any capital stock of any Restricted Subsidiary,
whether owned or leased on the date of this Indenture


 


5

















 


or
thereafter acquired, to secure any Debt of the Partnership or any other Person
(other than the Debt Securities issued hereunder), without in any such case
making effective provision whereby all of the Debt Securities Outstanding
hereunder shall be secured equally and ratably with, or prior to, such Debt so
long as such Debt shall be so secured. This restriction shall not apply to or
prevent the creation or existence of:


 


(a)           any
Lien on any property or assets of the Partnership or any Restricted Subsidiary
in existence on the Issue Date or created pursuant to an “after-acquired property”
clause or similar term in existence on the Issue Date in any mortgage, pledge
agreement, security agreement or other similar instrument applicable to the
Partnership or any Restricted Subsidiary and in existence on the Issue Date;


 


(b)           any Lien on any property or assets
created at the time of acquisition of such property or assets by the
Partnership or any Restricted Subsidiary or within one year after such time to
secure all or a portion of the purchase price for such property or assets or
Debt incurred to finance such purchase price, whether such Debt was incurred
prior to, at the time of or within one year of such acquisition;


 


(c)           any
Lien on any property or assets existing thereon at the time of the acquisition
thereof by the Partnership or any Restricted Subsidiary (whether or not the
obligations secured thereby are assumed by the Partnership or any Restricted
Subsidiary), provided that such Lien only encumbers the property or assets so
acquired;


 


(d)           any Lien on any property or assets of
a Person existing thereon at the time such Person becomes a Restricted
Subsidiary by acquisition, merger or otherwise, provided that such Lien is not
incurred in anticipation of such Person becoming a Restricted Subsidiary;


 


(e)           any
Lien on any property or assets to secure all or part of the cost of
construction, development, repair or improvements thereon or to secure Debt
incurred prior to, at the time of, or within one year after completion of such
construction, development, repair or improvements or the commencement of full
operations thereof (whichever is later), to provide funds for any such purpose;


 


(f)            any Lien in favor of the Partnership
or any Restricted Subsidiary;


 


(g)           any
Lien created or assumed by the Partnership or any Restricted Subsidiary in
connection with the issuance of Debt the interest on which is excludable from
gross income of the holder of such Debt pursuant to the Internal Revenue Code
of 1986, as amended, or any successor statute, for the purpose of financing, in
whole or in part, the acquisition or construction of property or assets to be
used by the Partnership or any Subsidiary;


 


(h)           Permitted Liens;


 


(i)            any
Lien on any additions, improvements, replacements, repairs, fixtures,
appurtenances or component parts thereof attaching to or required to be
attached to property or assets pursuant to the terms of any mortgage, pledge
agreement, security agreement or other similar


 


6

















 


instrument, creating a Lien upon such
property or assets permitted by Clauses (a) through (h), inclusive, of
this Section; or


 


(j)            any extension, renewal, refinancing,
refunding or replacement (or successive extensions, renewals, refinancings,
refundings or replacements) of any Lien, in whole or in part, that is referred
to in Clauses (a) through (i), inclusive, of this Section, or of any Debt
secured thereby; provided, however, that the principal amount of Debt secured
thereby shall not exceed the greater of (1) the principal amount of Debt
so secured at the time of such extension, renewal, refinancing, refunding or
replacement (plus the aggregate amount of premiums, other payments, costs and
expenses required to be paid or incurred in connection with such extension,
renewal, refinancing, refunding or replacement) and (2) the maximum
committed principal amount of Debt so secured at such time; provided further,
however, that such extension, renewal, refinancing, refunding or replacement
shall be limited to all or a part of the property or assets (including
improvements, alterations and repairs on such property or assets) subject to
the Lien so extended, renewed, refinanced, refunded or replaced (plus
improvements, alterations and repairs on such property or assets).


 


Notwithstanding the foregoing
provisions of this Section, the Partnership may, and may permit any Subsidiary
to, create, assume, incur or suffer to exist any Lien
upon any Principal Property or capital stock of a Restricted Subsidiary to
secure Debt of the Partnership or any other Person (other than the Debt Securities)
that is not excepted by Clauses (a) through (j), inclusive, of this
Section without securing the Debt Securities issued hereunder, provided that
the aggregate principal amount of all Debt then outstanding secured by such
Lien and all other Liens not excepted by Clauses (a) through (j),
inclusive, of this Section, together with all net sale proceeds from
Sale-Leaseback Transactions (excluding Sale-Leaseback Transactions permitted by
Clauses (a) through (d), inclusive, of Section 4.14), does not exceed
at any one time 15% of Consolidated Net Tangible Assets.


 


Section 4.14.  Restriction of Sale-Leaseback Transaction.  The Partnership will not, nor will it permit
any Restricted Subsidiary to, engage in a Sale-Leaseback Transaction, unless:


 


(a)           the Sale-Leaseback Transaction
occurs within one year from the date of acquisition of the Principal Property
subject thereto or the date of the completion of construction or commencement
of full operations on such Principal Property, whichever is later;


 


(b)           the
Sale-Leaseback Transaction involves a lease for a period, including renewals,
of not more than three years;


 


(c)           the Partnership or such
Restricted Subsidiary would be entitled under Section 4.13 to incur Debt
secured by a Lien on the Principal Property subject to the Sale-Leaseback
Transaction in a principal
amount equal to or exceeding the net sale proceeds from such Sale-Leaseback
Transaction without equally and ratably securing the Debt Securities; or


 


(d)           the Partnership or such
Restricted Subsidiary, within a one-year period after such Sale-Leaseback
Transaction, applies or causes to be applied an amount not less than the net
sale proceeds from such Sale-Leaseback Transaction to (1) the prepayment,
repayment, redemption or


 


7

















 


retirement of any unsubordinated Funded Debt
of the Partnership or any Funded Debt of a Subsidiary of the Partnership, or
(2) investment in another Principal Property.


 


Notwithstanding
the foregoing provisions of this Section, the Partnership may, and may permit
any Restricted Subsidiary to, effect any Sale-Leaseback Transaction that is not
excepted by Clauses (a) through (d), inclusive, of this Section, provided
that the net sale proceeds from such Sale-Leaseback Transaction, together with
the aggregate principal amount of then outstanding Debt (other than the Debt
Securities) secured by Liens upon Principal Properties not excepted by Clauses
(a) through (j), inclusive, of Section 4.13, do not exceed at any one
time 15% of Consolidated Net Tangible Assets.


 


Section 4.15.  Compliance with and Modification of
Organizational Documents.  The
Partnership shall comply with the terms and provisions of Sections 2.9 and 12.9
of its Third Amended and Restated Agreement of Limited Partnership, dated as of
April 22, 2004, and shall not amend, supplement or otherwise modify (pursuant
to a waiver or otherwise) any of such Sections in a manner materially adverse
to the interests of the Holders of the Notes unless both (i) Magellan Midstream
Holdings, L.P. no longer owns an interest in the General Partner, and (ii) the
Partnership obtains a Ratings Affirmation in connection with any such
amendment, supplement, modification or failure to comply.”


 


(b)           Section 14.04 of the Original Indenture is hereby amended,
but only in relation to the Notes, by substituting the words “Funded Debt of
the Partnership” for the words “Debt of the Partnership” in paragraphs (a) and
(c) thereof.


 


ARTICLE VI

ADDITIONAL EVENT OF DEFAULTS


 


Section 6.01.          Events of Default.  With respect to the Notes only, the
following additional Events of Default are hereby added to Section 6.01(h) of
the Original Indenture:


 


“(h-1)      default by the Partnership or any of its
Subsidiaries in the payment at the Stated Maturity, after the expiration of any
applicable grace period, of principal of, premium, if any, or interest on any
Debt then outstanding having a principal amount in excess of $50.0 million or
acceleration of any Debt having a principal amount in excess of such amount so
that it becomes due and payable prior to its Stated Maturity and such
acceleration is not rescinded within 30 days after the date on which written
notice specifying such default shall have been given to the Partnership by the
Trustee or to the Partnership and the Trustee by the Holders of at least 25% in
aggregate principal amount of the Notes at the time Outstanding;


 


(h-2)        a final
judgment or order for the payment of money in excess of $50.0 million (net of
applicable insurance coverage) having been rendered against the Partnership or
any Subsidiary and such judgment or order shall continue unsatisfied and
unstayed for a period of 30 days; and


 


(h-3)        the
failure of the General Partner to comply with the terms and provisions of
Sections 2.08 and 7.10(c) of its Amended and Restated Limited Liability Company


 


8

















 


Agreement, dated December 1, 2003, or the amendment, supplementation or
other modification of (pursuant to a waiver or otherwise) either of such
Sections in a manner materially adverse to the interests of the Holders of the
Notes unless both (i) Magellan Midstream Holdings, L.P. no longer owns an
interest in the General Partner, and (ii) the Partnership obtains a Ratings
Affirmation in connection with any such amendment or modification or failure to
comply.”


 


ARTICLE VII

MISCELLANEOUS


 


Section 7.01.          Integral Part.  This Supplemental Indenture constitutes an
integral part of the Indenture.


 


Section 7.02.          Adoption, Ratification and
Confirmation.  The Original
Indenture, as supplemented and amended by this Supplemental Indenture, is in
all respects hereby adopted, ratified and confirmed.


 


Section 7.03.          Counterparts.  This Supplemental Indenture may be executed
in any number of counterparts, each of which when so executed shall be deemed
an original; and all such counterparts shall together constitute but one and
the same instrument.


 


Section 7.04.          Governing Law.  THIS
SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


Section 7.05.          Trustee
Makes No Representation.  The
Trustee makes no representation as to the validity or sufficiency of this
Supplemental Indenture.


 


[Signatures on following page]


 


9

















 


SIGNATURES


 


 


	
   

  	
  ISSUER:

  
	
   

  	
   

  
	
   

  	
  MAGELLAN MIDSTREAM PARTNERS, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Magellan GP, LLC, its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John D. Chandler

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  John D. Chandler

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer and

  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TRUSTEE:

  
	
   

  	
   

  
	
   

  	
  SUNTRUST BANK,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ George Hogan

  	
   

  
	
   

  	
   

  	
  Name:

  	
  George Hogan

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
								



 

















 


EXHIBIT
A


 


(Form of Face of Note)


 


	
  CUSIP
  559080AA4

  	
  No.               

  
	
  ISIN
  US559080AA48

  	
  $                  

  



 


MAGELLAN
MIDSTREAM PARTNERS, L.P.


 


6.45% Senior Note due 2014


 


Magellan Midstream Partners,
L.P., a Delaware limited partnership, promises to pay to
                ,
or registered assigns, the principal sum of                   
Dollars [or such greater or lesser amount as may be endorsed on the Schedule attached
hereto](1) on June 1, 2014.


 


Interest Payment Dates: June 1
and December 1


Record Dates: May 15 and
November 15


 


	
   

  	
  MAGELLAN MIDSTREAM PARTNERS, L.P.

  
	
   

  	
  By:

  	
  Magellan GP, LLC, its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


TRUSTEE’S CERTIFICATE OF

AUTHENTICATION


 


This is one of the Debt Securities of the
series designated therein referred to in the within-mentioned Indenture.


 


SUNTRUST BANK,


As  Trustee


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  
	
   

  
	
  Dated:

  	
   

  	
   

  
					



 


 












(1) To be included only if
the Note is issued in global form.


 


A-1

















 


(Form of Back of Note)


 


6.45% Senior Note due 2014


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE
PARTNERSHIP OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS OF
THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART,
TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND
TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO
HEREIN.](2)


 


Capitalized
terms used herein shall have the meanings assigned to them in the Indenture
referred to below unless otherwise indicated.


 


1.             Interest.  Magellan Midstream Partners, L.P., a
Delaware limited partnership (the “Partnership” or the “Issuer”), promises to
pay interest on the principal amount of this Note at 6.45% per annum from May
25, 2004 until maturity.  The Issuer shall pay interest semi-annually on
June 1 and December 1 of each such year, or if any such day is not a Business
Day, on the next succeeding Business Day (each an “Interest Payment Date”).
Interest on the Notes shall accrue from the most recent date to which interest
has been paid or, if no interest has been paid, from the date of issuance; provided
that if there is no existing Default in the payment of interest, and if this
Note is authenticated between a record date referred to on the face hereof and
the next succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided, further, that the
first Interest Payment Date shall be December 1, 2004.  The Issuer shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium, if any, from time to time on demand at the same rate;
and it shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue installments of interest (without regard
to any applicable grace periods) from time to time on demand at the same rate
to the extent lawful.  Interest shall be computed on the basis of a
360-day year of twelve 30-day months.


 












(2) To be included only if
the Note is issued in global form.


 


A-2

















 


2.       Method of Payment.  The Issuer shall pay interest on the Notes
(except Defaulted Interest) to the Persons who are registered Holders of Notes
at the close of business on the May 15 or November 15 next preceding the
Interest Payment Date, even if such Notes are canceled after such record date
and on or before such Interest Payment Date, except as provided in Section 2.17
of the Original Indenture with respect to Defaulted Interest, and the Issuer
shall pay principal (and premium, if any) of the Notes upon surrender thereof
to the Trustee or a paying agent on or after the Stated Maturity thereof.  The Notes shall be payable as to principal,
premium, if any, and interest at the office or agency of the Trustee maintained
for such purpose in New York, New York (which initially is 767 Third Avenue, 31st
Floor, New York, New York 10017 c/o Law Debenture Corporate Trust Services),
or, at the option of the Issuer, payment of interest may be made by check
mailed to the Holders at their addresses set forth in the Debt Security
Register, and provided that payment by wire transfer of immediately
available funds shall be required with respect to principal of, and interest
and premium, if any, on, (a) each Global Security and (b) all other Notes
aggregating at least $1,000,000 in principal amount the Holder of which shall
have provided wire transfer instructions to the Issuer or the paying agent on
or prior to the applicable record date. 
Such payment shall be in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts.


 


3.             Paying Agent and Registrar.  Initially, SunTrust Bank, the Trustee under
the Indenture, shall act as paying agent and Registrar.  The Issuer may
change any paying agent or Registrar without notice to any Holder.  The
Partnership may act in any such capacity.


 


4.             Indenture.  The Issuer issued the Notes under an
Indenture dated as of May  25, 2004 (the
“Original Indenture”), as supplemented by the First Supplemental Indenture
dated as of the same date (the “Supplemental Indenture” and, together with the
Original Indenture, the “Indenture”) between the Issuer and the Trustee.  The terms of the Notes include
those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§
77aaa-77bbbb).  The Notes are subject to all such terms, and Holders are
referred to the Indenture and such Act for a statement of such terms.  To
the extent any provision of this Note conflicts with the express provisions of
the Indenture, the provisions of the Indenture shall govern and be
controlling.  The Notes are the obligation
of the Issuer, initially in aggregate principal amount of $250 million.  The Issuer may issue an unlimited aggregate
principal amount of Additional Notes under the Indenture.  Any such Additional Notes that are actually
issued shall be treated as issued and outstanding Notes (and as the same series
(with identical terms other than with respect to the issue date, issue price
and first payment of interest) as the initial Notes for the purposes indicated
in Section 3.02 of the Supplemental Indenture).  Initially, the Notes are not guaranteed, but in the future they
may be guaranteed by one or more Subsidiary Guarantors on the conditions and
subject to the terms provided in Section 4.12 and Article XIV of the Indenture.


 


5.             Optional Redemption.  (a) 
At its option, the Issuer may choose to redeem all or any portion of the
Notes, at once or from time to time.


 


(b)           To redeem the Notes, the Issuer must
pay a redemption price equal to the greater of (i) 100% of the principal amount
of the Notes to be redeemed and (ii) the sum of the present values of the remaining
scheduled payments of principal and interest on the Notes to be redeemed
(exclusive of interest accrued to the Redemption Date) discounted to the
Redemption Date


 


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on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate (as defined
below) plus 30 basis points, plus, in either case, accrued and unpaid interest,
if any, to the Redemption Date (subject to the right of Holders on the relevant
record date to receive interest due on the relevant Interest Payment Date).


 


For purposes of determining the redemption
price, the following definitions shall apply:


 


“Comparable
Treasury Issue” means the United States Treasury
security or securities selected by the Independent Investment Banker as having
an actual or interpolated maturity comparable to the remaining term of the
Notes to be redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of
corporate debt securities of a comparable maturity to the remaining term of the
Notes to be redeemed.


 


“Comparable
Treasury Price” means, for any Redemption Date, (1)
the average of four Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (2) if the Independent Investment Banker obtains fewer than four
such Reference Treasury Dealer Quotations, the average of all such quotations.


 


“Independent
Investment Banker” means J.P. Morgan Securities Inc.
or Lehman Brothers Inc., as specified by the Partnership, and any successor
firm, or if such firm is unwilling or unable to select the Comparable Treasury
Issue, an independent investment banking institution of national standing
appointed by the Trustee after consultation with the Partnership.


 


“Reference
Treasury Dealer” means each of J.P. Morgan Securities
Inc., Lehman Brothers Inc., plus two other dealers selected by the Trustee that
are primary U.S. government securities dealers in New York City and their
respective successors; provided, if J.P. Morgan Securities Inc., Lehman
Brothers Inc. or any other primary U.S. government securities dealer selected
by the Trustee shall cease to be a primary U.S. government securities dealer,
then such other primary U.S. government securities dealers as may be
substituted by the Trustee.


 


“Reference
Treasury Dealer Quotations” means, for each Reference
Treasury Dealer and any Redemption Date, the average, as determined by the Trustee,
of the bid and asked prices for the Comparable Treasury Issue (expressed in
each case as a percentage of its principal amount) quoted in writing to the
Trustee by such Reference Treasury Dealer at 3:30 p.m., New York City time, on
the third Business Day preceding such Redemption Date.


 


“Treasury
Rate” means, with respect to any Redemption Date, (1)
the yield, under the heading which represents the average for the immediately
preceding week, appearing in the most recently published statistical release designated
“H.15(519)” or any successor publication which is published weekly by the Board
of Governors of the Federal Reserve System and which establishes yields on
actively traded United States Treasury securities adjusted to constant maturity
under the caption “Treasury Constant Maturities,” for the maturity
corresponding to the Comparable Treasury Issue (if no maturity is within three
months before or after the remaining term of the Notes to be redeemed, yields
for the two published maturities most closely corresponding to the Comparable
Treasury Issue shall be determined and the Treasury Rate shall be interpolated
or extrapolated from


 


A-4

















 


such yields on
a straight line basis, rounding to the nearest month) or (2) if such release
(or any successor release) is not published during the week in which the
calculation date falls (or in the immediately preceding week if the calculation
date falls on any day prior to the usual publication date for such release) or
does not contain such yields, the rate per year equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury Issue, calculated using
a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such Redemption
Date.  The Treasury Rate shall be
calculated on the third Business Day preceding the Redemption Date.  Any weekly average yields calculated by
interpolation or extrapolation will be rounded to the nearest 1/100th of 1%,
with any figure of 1/200th of 1% or above being rounded upward.


 


6.             Mandatory Redemption.  The Issuer shall not be required to make
mandatory redemption or sinking fund payments with respect to the Notes or to
repurchase them at the option of the Holders.


 


7.             Notice of Redemption.  Notice of redemption shall be mailed by
first class mail at least 30 days but not more than 60 days before the
Redemption Date to each Holder whose Notes are to be redeemed at its registered
address.  Notes in denominations larger than $1,000 may be redeemed in
part but only in whole multiples of $1,000, unless all of the Notes held by a
Holder are to be redeemed.  On and after the Redemption Date interest
shall cease to accrue on Notes or portions thereof called for redemption and
with respect to which the redemption price has been paid.


 


8.             Denominations, Transfer,
Exchange.  The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000.  The transfer of Notes may be registered and Notes
may be exchanged as provided in the Indenture.  The Registrar and the
Trustee may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents, and the Issuer may require a Holder to pay
any taxes or other governmental charges imposed in relation thereto.


 


9.             Persons Deemed Owners.  The registered Holder of a Note shall be
treated as its owner for all purposes.


 


10.           Amendment, Supplement and Waiver.  Subject to certain exceptions, the Indenture
may be amended or supplemented with the consent of the Holders of not less than
a majority in aggregate principal amount of the then Outstanding Notes, and any
existing default or compliance with any provision of the Indenture relating to
the Notes may be waived with the consent of the Holders of not less than a
majority in aggregate principal amount of the then Outstanding Notes.  Without the consent of any Holder of a Note,
the Indenture may be amended or supplemented for any of the purposes set forth
in Section 9.01 of the Indenture, including to provide for the assumption of
the Issuer’s obligations to Holders of the Notes in case of a merger or
consolidation of the Issuer or sale of all or substantially all of the Issuer’s
assets, to add to the covenants of the Issuer or any Subsidiary Guarantor, to
cure any ambiguity or omission or to correct any defect or inconsistency, to
permit the qualification of the Indenture under the TIA, to add or release
Subsidiary Guarantors pursuant to the terms of the Indenture, to make any
change that does not adversely affect the
rights under the Indenture of any Holder of the Notes, to add to, change
or eliminate any of the provisions of the Indenture in respect of one or more
series of Debt Securities, to evidence or provide


 


A-5

















 


for the acceptance of
appointment under the Indenture of a successor or separate Trustee or to
establish the form or terms of any other series of Debt Securities.


 


11.           Defaults and Remedies.  Events of Default with respect to the Notes
include: (i) default for 30 days in the payment when due of interest on the
Notes; (ii) default in payment when due of principal of or premium, if any, on
the Notes when due at Stated Maturity, upon redemption or otherwise, (iii)
failure by the Partnership or any Subsidiary Guarantor to comply for 60 days
after notice with any of its other covenants or agreements in the Indenture
relating to the Notes; (iv) certain events of bankruptcy, insolvency or
reorganization with respect to the Issuer or, if and so long as the Notes are
guaranteed by a Subsidiary Guarantor, such Subsidiary Guarantor; (v) any
Guarantee ceasing to be in full force and effect or held in any judicial
proceeding to be null and void, or any Subsidiary Guarantor denying or
disaffirming its obligations under the Indenture or its Guarantee; (vi) default
by the Partnership or any of its Subsidiaries in the payment at the Stated
Maturity, after the expiration of any applicable grace period, of principal of,
premium, if any, or interest on any Debt then outstanding having a principal
amount in excess of $50.0 million, or acceleration of any Debt having a
principal amount in excess of such amount so that it becomes due and payable
prior to its Stated Maturity and such acceleration is not rescinded within 30
days after notice; (vii) a final judgment or order for the payment of money in
excess of $50.0 million (net of applicable insurance coverage) having been
rendered against the Partnership or any Subsidiary and such judgment or order
continues unsatisfied and unstayed for a period of 30 days and (viii) the
failure of the General Partner to comply with certain separateness provisions
of its limited liability company agreement 
or the amendment or modification of such provisions.  If any Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of the then Outstanding Notes may declare all the Notes to be due and
payable.  Notwithstanding the foregoing,
in the case of an Event of Default arising from certain events of bankruptcy or
insolvency, all Outstanding Notes shall become due and payable without further
action or notice.  Holders may not
enforce the Indenture or the Notes except as provided in the Indenture.  Subject to certain limitations, Holders of
not less than a majority in aggregate principal amount of the then Outstanding
Notes may direct the Trustee in its exercise of any trust or power.  If and so long as the Trustee in good faith
so determines, the Trustee may withhold from Holders of the Notes notice of any
continuing Default (except a Default relating to the payment of principal,
premium, if any, or interest) if it determines that withholding notice is in
their interests.  The Holders of not
less than a majority in aggregate principal amount of the Notes then
Outstanding by notice to the Trustee may on behalf of the Holders of all of the
Notes waive any existing Default or Event of Default and its consequences under
the Indenture except a continuing Default or Event of Default in the payment of
interest on, the principal of, or premium, if any, on, the Notes.  The Partnership is required to deliver to
the Trustee annually a statement regarding compliance with the Indenture, and
the Partnership is required within 30 days after the occurrence of any Default
or Event of Default, to deliver to the Trustee a statement specifying such
Default or Event of Default and certain additional information.


 


12.           Trustee Dealings with Issuer.  The Trustee, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the
Issuer or its Affiliates, and may otherwise deal with the Issuer or its
Affiliates, as if it were not the Trustee.


 


13.           Authentication.  This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating
agent.


 


A-6

















 


14.           Abbreviations.  Customary abbreviations may be used in the
name of a Holder or an assignee, such as:  TEN COM (= tenants in common),
TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).


 


15.           CUSIP and ISIN Numbers.  Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Issuer has
caused CUSIP and corresponding ISIN numbers to be printed on the Notes, and the
Trustee may use CUSIP and corresponding ISIN numbers in notices of redemption
as a convenience to Holders.  No
representation is made as to the accuracy of such numbers either as printed on
the Notes or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.


 


The
Issuer shall furnish to any Holder upon written request and without charge a
copy of the Indenture.  Requests may be
made to:


 


Magellan Midstream Partners, L.P.

P.O. Box 22186


Tulsa, Oklahoma 74121-2186


Attention:  General Counsel


 


A-7

















 


Assignment Form


 


To assign this
Note, fill in the form below: (I) or (we) assign and transfer this Note to


 


 


(Insert
assignee’s soc. sec. or tax I.D. no.)


 


 


 


 


(Print or type assignee’s name,
address and zip code)


 


and irrevocably appoint
                                                                                                                                                 agent
to transfer this Note on the books of the Issuer.  The agent may
substitute another to act for him.


 


 


	
  Date:

  	
   

  	
   

  
	
   

  
	
   

  
	
  Your Signature:

  	
   

  	
   

  
	
  (Sign exactly as your name appears on the
  face of this Note)

  
					



 


 


 


	
  Signature
  Guarantee:

  	
   

  	
   

  
	
   

  	
   

  	
  (Signature
  must be guaranteed by a financial institution that is a member of the
  Securities Transfer Agent Medallion Program (“STAMP”), the Stock Exchange
  Medallion Program (“SEMP”), the New York Stock Exchange, Inc.  Medallion Signature Program (“MSP”) or
  such other signature guarantee program as may be determined by the Registrar
  in addition to, or in substitution for, STAMP, SEMP or MSP, all in accordance
  with the Securities Exchange Act of 1934, as amended.)

  



 


A-8

















 


SCHEDULE OF INCREASES
OR DECREASES IN THE GLOBAL NOTE(3)


 


 


The original principal
amount of this Global Note is $250,000,000. 
The following increases or decreases in this Global Note have been made:


 


	
  Date of

  Exchange

  	
   

  	
  Amount of

  decrease in

  Principal Amount

  of

  this Global Note

  	
   

  	
  Amount of

  increase in

  Principal Amount

  of

  this Global Note

  	
   

  	
  Principal

  Amount of

  this Global Note

  following such

  decrease

  (or increase)

  	
   

  	
  Signature
  of

  authorized

  signatory of

  Trustee or Note

  Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 












(3) To be included only if
the Note is issued in global form.


 


A-9

















 


EXHIBIT B


 





FORM OF SUPPLEMENTAL INDENTURE


 


 


SUPPLEMENTAL
INDENTURE (this “Supplemental Indenture”), dated as of
                                 ,
among Magellan Midstream Partners, L.P., a Delaware limited partnership (the
“Partnership” or the “Issuer”),
                                      
(the “Subsidiary Guarantor”), a direct or indirect subsidiary of the
Partnership, and SunTrust Bank, as trustee under the indenture referred to
below (the “Trustee”),


 


W I T N E S S
E T H:


 


WHEREAS, the Issuer has
heretofore executed and delivered to the Trustee an indenture (the “Original
Indenture”), dated as of May 25, 2004, as supplemented by the First
Supplemental Indenture (the “First Supplemental Indenture” and, together with
the Original Indenture, the “Indenture”) dated as of the same date, between the
Issuer and the Trustee, providing for the issuance of the Issuer’s 6.45% Senior
Notes due 2014 (the “Notes”);


 


WHEREAS, Section 4.12 of the
Indenture provides that under certain circumstances the Partnership is required
to cause the Subsidiary Guarantor to execute and deliver to the Trustee a
supplemental indenture pursuant to which the Subsidiary Guarantor shall
unconditionally guarantee all of the Issuer’s obligations under the Notes
pursuant to a Guarantee on the terms and conditions set forth herein; and


 


WHEREAS, pursuant to
Section 9.01(g) of the Original Indenture, the Issuer, the Subsidiary
Guarantor and the Trustee are authorized to execute and deliver this
Supplemental Indenture;


 


NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the Issuer, the Subsidiary
Guarantor and the Trustee mutually covenant and agree for the equal and ratable
benefit of the holders of the Notes as follows:


 


1.             Definitions.  (a) 
Capitalized terms used herein without definition shall have the meanings
assigned to them in the Indenture.


 


(b)           For all purposes of this Supplemental Indenture, except as
otherwise herein expressly provided or unless the context otherwise
requires:  (i) the terms and
expressions used herein shall have the same meanings as corresponding terms and
expressions used in the Indenture; and (ii) the words “herein,” “hereof”
and “hereby” and other words of similar import used in this Supplemental
Indenture refer to this Supplemental Indenture as a whole and not to any
particular section hereof.


 


2.             Agreement to Guarantee.  The Subsidiary Guarantor hereby agrees,
jointly and severally with any other Subsidiary Guarantors under the Indenture,
to guarantee the Issuer’s


 


B-1

















 


obligations under the Notes and
all other amounts due and payable under the Indenture on the terms and subject
to the conditions set forth in Article XIV of the Original Indenture and to be
bound by all other applicable provisions of the Indenture.  To further evidence the Guarantee set forth
in Section 14.01 of the Original Indenture, the Subsidiary Guarantor is
executing a notation relating to such Guarantee, substantially in the form
attached to the Original Indenture as Annex A. 
Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof shall
remain in full force and effect.  This
Supplemental Indenture shall form a part of the Indenture for all purposes, and
every holder of Notes heretofore or hereafter authenticated and delivered shall
be bound hereby.


 


3.             GOVERNING
LAW.  THIS SUPPLEMENTAL INDENTURE
SHALL BE DEEMED TO BE A NEW YORK CONTRACT, AND FOR ALL PURPOSES SHALL BE
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


4.             Trustee Makes No Representation.  The Trustee makes no representation as to
the validity or sufficiency of this Supplemental Indenture.


 


5.             Counterparts.  The parties may sign any number of copies of
this Supplemental Indenture.  Each
signed copy shall be an original, but all of them together represent the same
agreement.


 


6.             Effect of Headings.  The Section headings herein are for
convenience only and shall not effect the construction thereof.


 


IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to
be duly executed as of the date first above written.


 


	
   

  	
  MAGELLAN MIDSTREAM PARTNERS, L.P.

  
	
   

  	
   

  
	
   

  	
  By:  Magellan GP, LLC, its
  General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  [SUBSIDIARY
  GUARANTOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
							



 


B-2

















 


	
   

  	
  SUNTRUST BANK, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


B-3