by the Dealer of the Issuer, the
transactions contemplated hereby or other matters relating to such transactions
shall be performed solely for the benefit of the Dealer and shall not be on
behalf of the Issuer. This Agreement supersedes all prior agreements and
understandings (whether written or oral) between the Issuer and the Dealer with
respect to the subject matter hereof. The Issuer hereby waives and releases, to
the fullest extent permitted by law, any claims the Issuer may have against the
Dealer with respect to any breach or alleged breach of fiduciary duty.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date and year first above written.
Magellan Midstream Partners, L.P., as Issuer
By: Magellan GP, LLC, as general partner of the Issuer
[ ____ ], as Dealer
By:
By:
Name:
Name:
Title:
Title:
11
Addendum
The following additional clauses shall apply to the Agreement and be deemed a
part thereof.
a.
The other dealers referred to in clause (b) of Section 1.2 of the Agreement are
_______________________________________________________.
b.
The addresses of the respective parties for purposes of notices under Section
7.1 are as follows:
For the Issuer:
Address:_______________________________________________________________
Attention:______________________________________________________________
Telephone number:_______________________________________________________
Fax number:____________________________________________________________
For the Dealer:
Address:
[ ___ ]
Attention:
[ ___ ]
Telephone number:
[ ___ ]
Fax number:
[ ___ ]
12
Exhibit A
Form of Legend for Private Placement Memorandum and Notes
THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR ANY OTHER APPLICABLE SECURITIES LAW, AND OFFERS AND SALES
THEREOF MAY BE MADE ONLY IN COMPLIANCE WITH AN APPLICABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
BY ITS ACCEPTANCE OF A NOTE, THE PURCHASER WILL BE DEEMED TO REPRESENT THAT (I)
IT HAS BEEN AFFORDED AN OPPORTUNITY TO INVESTIGATE MATTERS RELATING TO MAGELLAN
MIDSTREAM PARTNERS, L.P. (THE "ISSUER") AND THE NOTES, (II) IT IS NOT ACQUIRING
SUCH NOTE WITH A VIEW TO ANY DISTRIBUTION THEREOF AND (III) IT IS EITHER (A) (1)
AN INSTITUTIONAL INVESTOR THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF
RULE 501(a) UNDER THE ACT (AN "INSTITUTIONAL ACCREDITED INVESTOR") AND IS (2)
(i) PURCHASING NOTES FOR ITS OWN ACCOUNT, (ii) A BANK (AS DEFINED IN SECTION
3(a)(2) OF THE ACT) OR A SAVINGS AND LOAN ASSOCIATION OR OTHER INSTITUTION (AS
DEFINED IN SECTION 3(a)(5)(A) OF THE ACT) ACTING IN ITS INDIVIDUAL OR FIDUCIARY
CAPACITY OR (iii) A FIDUCIARY OR AGENT (OTHER THAN A U.S. BANK OR SAVINGS AND
LOAN ASSOCIATION OR SUCH OTHER INSTITUTION) PURCHASING NOTES FOR ONE OR MORE
ACCOUNTS EACH OF WHICH ACCOUNTS IS SUCH AN INSTITUTIONAL ACCREDITED INVESTOR; OR
(B) A QUALIFIED INSTITUTIONAL BUYER ("QIB") WITHIN THE MEANING OF RULE 144A
UNDER THE ACT THAT IS ACQUIRING NOTES FOR ITS OWN ACCOUNT OR FOR ONE OR MORE
ACCOUNTS, EACH OF WHICH ACCOUNTS IS A QIB; AND THE PURCHASER ACKNOWLEDGES THAT
IT IS AWARE THAT THE SELLER MAY RELY UPON THE EXEMPTION