Item 1.01 Entry into a Material Definitive Agreement.
On
The information set forth under Item 2.03 is incorporated into this Item 1.01 by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement.
The Partnership issued the New Notes under that certain Indenture dated as of
As described in the Tenth Supplemental Indenture, the Partnership may redeem
some or all of the Notes (1) at any time prior to
The Indenture contains customary events of default (each an "Event of Default"). Under the Indenture, Events of Default include, but are not limited to, the following:
(1) default in any payment of interest on Notes when due that continues for 30 days; (2) default in the payment of principal of or premium, if any, on the Notes when due at their stated maturity, upon redemption, upon required repurchase or otherwise; (3) failure by the Partnership or any subsidiary guarantor to comply for 60 days after notice with the other agreements or covenants contained in the Indenture relating to the Notes; (4) certain events of bankruptcy, insolvency or reorganization with respect to the Partnership, or if and so long as the Notes are guaranteed by a subsidiary guarantor, such subsidiary guarantor; (5) 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 the greater of$50.0 million or 5% of the Partnership's total consolidated partners' capital, 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in excess of such amount so that it becomes due and payable prior to its stated maturity and such acceleration is not rescinded within 60 days after notice; (6) a final judgment or order for the payment of money in excess of the greater of$50.0 million or 5% of the Partnership's total consolidated partners' capital (in each case, 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 60 days; and (7) except in limited circumstances specified in the Tenth Supplemental Indenture, the failure ofMagellan GP, LLC to comply with certain bankruptcy provisions of its limited liability company agreement or the amendment or modification of such provisions in a manner materially adverse to the interests of the holders of the Notes.
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If an Event of Default occurs and is continuing, the Trustee or the holders of not less than 25% in aggregate principal amount of the then outstanding Notes may declare the principal of and premium, if any, and accrued but unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal, premium, if any, and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization with respect to the Partnership occurs and is continuing, the principal of, and premium, if any, and accrued and unpaid interest on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holders of the Notes. Under certain circumstances, the holders of a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences.
The foregoing description of the Indenture does not purport to be complete and
is qualified in its entirety by reference to the full text of (i) the Original
Indenture, a copy of which is filed as Exhibit 4.1 to the Partnership's Current
Report on Form 8-K dated
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 4.1 Indenture dated as ofAugust 11, 2010 betweenMagellan Midstream Partners, L.P. andU.S. Bank National Association , as trustee (incorporated herein by reference to Exhibit 4.1 to the Partnership's Current Report on Form 8-K filedAugust 16, 2010 ). 4.2 Tenth Supplemental Indenture dated as ofAugust 19, 2019 , betweenMagellan Midstream Partners, L.P. andU.S. Bank National Association , as trustee (incorporated herein by reference to Exhibit 4.2 to the Partnership's Current Report on Form 8-K filedAugust 19, 2019 ). 5.1 Opinion ofLatham & Watkins LLP . 23.1 Consent ofLatham & Watkins LLP (included in Exhibit 5.1 hereto). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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