Trust Indenture | Indenture | |||
Act Section | Section | |||
310(a)(1) | 7.10 | |||
(a)(2) | 7.10 | |||
(a)(3) | N/A | |||
(a)(4) | N/A | |||
(a)(5) | 7.10 | |||
(b) | 7.10 | |||
(c) | N/A | |||
311(a) | 7.11 | |||
(b) | 7.11 | |||
(c) | N/A | |||
312(a) | 2.05 | |||
(b) | 11.03 | |||
(c) | 11.03 | |||
313(a) | 7.06 | |||
(b)(1) | 7.06 | |||
(b)(2) | 7.06, 7.07 | |||
(c) | 7.06, 11.02 | |||
(d) | 7.06 | |||
314(a) | 4.03, 4.04, 11.02 | |||
(b) | N/A | |||
(c)(1) | 11.04 | |||
(c)(2) | 11.04 | |||
(c)(3) | N/A | |||
(d) | N/A | |||
(e) | 11.05 | |||
(f) | N/A | |||
315(a) | 7.01 | |||
(b) | 7.05, 11.02 | |||
(c) | 7.01 | |||
(d) | 7.01 | |||
(e) | 6.11 | |||
316(a)(last sentence) | 2.08 | |||
(a)(1)(A) | 6.05 | |||
(a)(1)(B) | 6.04 | |||
(a)(2) | N/A | |||
(b) | 6.07 | |||
(c) | 9.04 | |||
317(a)(1) | 6.08 | |||
(a)(2) | 6.09 | |||
(b) | 2.04 | |||
318(a) | 11.01 | |||
(b) | N/A | |||
(c) | 11.01 |
N/A | means not applicable. | |
* | This Cross-Reference Table is not part of the Indenture. |
i
Page | ||||||||
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE | 1 | |||||||
Section 1.01. | Definitions | 1 | ||||||
Section 1.02. | Other Definitions | 25 | ||||||
Section 1.03. | Incorporation by Reference of Trust Indenture Act | 25 | ||||||
Section 1.04. | Rules of Construction | 26 | ||||||
ARTICLE 2 THE NOTES | 26 | |||||||
Section 2.01. | Form and Dating | 26 | ||||||
Section 2.02. | Execution and Authentication | 27 | ||||||
Section 2.03. | Registrar and Paying Agent | 27 | ||||||
Section 2.04. | Paying Agent to Hold Money in Trust | 28 | ||||||
Section 2.05. | Noteholder Lists | 28 | ||||||
Section 2.06. | Transfer and Exchange | 28 | ||||||
Section 2.07. | Replacement Notes | 28 | ||||||
Section 2.08. | Outstanding Notes | 29 | ||||||
Section 2.09. | Temporary Notes | 29 | ||||||
Section 2.10. | Cancellation | 29 | ||||||
Section 2.11. | Defaulted Interest | 30 | ||||||
Section 2.12. | CUSIP Numbers | 30 | ||||||
Section 2.13. | Issuance of Additional Notes | 30 | ||||||
ARTICLE 3 REDEMPTION AND PREPAYMENT | 31 | |||||||
Section 3.01. | Notices to Trustee | 31 | ||||||
Section 3.02. | Selection of Notes to be Redeemed | 31 | ||||||
Section 3.03. | Notice of Redemption | 31 | ||||||
Section 3.04. | Effect of Notice of Redemption | 32 | ||||||
Section 3.05. | Deposit of Redemption Price | 33 | ||||||
Section 3.06. | Notes Redeemed in Part | 33 | ||||||
Section 3.07. | Optional Redemption | 33 | ||||||
Section 3.08. | Mandatory Redemption | 34 | ||||||
Section 3.09. | Offer to Purchase by Application of Excess Proceeds | 34 | ||||||
ARTICLE 4 COVENANTS | 36 | |||||||
Section 4.01. | Payment of Notes | 36 | ||||||
Section 4.02. | Maintenance of Office or Agency | 36 | ||||||
Section 4.03. | Reports | 37 | ||||||
Section 4.04. | Compliance Certificate | 38 | ||||||
Section 4.05. | Taxes | 38 | ||||||
Section 4.06. | Stay, Extension and Usury Laws | 39 | ||||||
Section 4.07. | Limitation on Restricted Payments | 39 | ||||||
Section 4.08. | Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries | 42 |
ii
Page | ||||||||
Section 4.09. | Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock | 44 | ||||||
Section 4.10. | Limitation on Asset Sales | 47 | ||||||
Section 4.11. | Limitation on Transactions with Affiliates | 48 | ||||||
Section 4.12. | Limitation on Liens | 50 | ||||||
Section 4.13. | Additional Subsidiary Guarantees | 50 | ||||||
Section 4.14. | Corporate Existence | 50 | ||||||
Section 4.15. | Offer to Repurchase Upon Change of Control | 50 | ||||||
Section 4.16. | No Inducements | 53 | ||||||
Section 4.17. | Permitted Business Activities | 53 | ||||||
Section 4.18. | Sale and Leaseback Transactions | 54 | ||||||
Section 4.19. | Covenant Termination | 54 | ||||||
Section 4.20. | Designation of Restricted and Unrestricted Subsidiaries | 54 | ||||||
ARTICLE 5 SUCCESSORS | 55 | |||||||
Section 5.01. | Merger, Consolidation, or Sale of Assets | 55 | ||||||
Section 5.02. | Successor Substituted | 57 | ||||||
ARTICLE 6 DEFAULTS AND REMEDIES | 57 | |||||||
Section 6.01. | Events of Default | 57 | ||||||
Section 6.02. | Acceleration | 59 | ||||||
Section 6.03. | Other Remedies | 60 | ||||||
Section 6.04. | Waiver of Past Defaults | 60 | ||||||
Section 6.05. | Control by Majority | 60 | ||||||
Section 6.06. | Limitation on Suits | 60 | ||||||
Section 6.07. | Rights of Holders of Notes to Receive Payment | 61 | ||||||
Section 6.08. | Collection Suit by Trustee | 61 | ||||||
Section 6.09. | Trustee May File Proofs of Claim | 61 | ||||||
Section 6.10. | Priorities | 62 | ||||||
Section 6.11. | Undertaking for Costs | 62 | ||||||
ARTICLE 7 TRUSTEE | 62 | |||||||
Section 7.01. | Duties of Trustee | 62 | ||||||
Section 7.02. | Rights of Trustee | 63 | ||||||
Section 7.03. | Individual Rights of Trustee | 64 | ||||||
Section 7.04. | Trustee’s Disclaimer | 64 | ||||||
Section 7.05. | Notice of Defaults | 65 | ||||||
Section 7.06. | Reports by Trustee to Holders of the Notes | 65 | ||||||
Section 7.07. | Compensation and Indemnity | 65 | ||||||
Section 7.08. | Replacement of Trustee | 66 | ||||||
Section 7.09. | Successor Trustee by Merger, etc. | 67 | ||||||
Section 7.10. | Eligibility; Disqualification | 67 | ||||||
Section 7.11. | Preferential Collection of Claims Against Issuers | 68 | ||||||
ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE | 68 | |||||||
Section 8.01. | Option to Effect Legal Defeasance or Covenant Defeasance | 68 | ||||||
Section 8.02. | Legal Defeasance and Discharge | 68 | ||||||
Section 8.03. | Covenant Defeasance | 69 | ||||||
Section 8.04. | Conditions to Legal or Covenant Defeasance | 69 |
iii
Page | ||||||||
Section 8.05. | Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions | 70 | ||||||
Section 8.06. | Repayment to Issuers | 71 | ||||||
Section 8.07. | Reinstatement | 71 | ||||||
Section 8.08. | Discharge | 71 | ||||||
ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER | 73 | |||||||
Section 9.01. | Without Consent of Holders of Notes | 73 | ||||||
Section 9.02. | With Consent of Holders of Notes | 74 | ||||||
Section 9.03. | Compliance with Trust Indenture Act | 75 | ||||||
Section 9.04. | Effect of Consents | 75 | ||||||
Section 9.05. | Notation on or Exchange of Notes | 75 | ||||||
Section 9.06. | Trustee to Sign Amendments, etc | 75 | ||||||
ARTICLE 10 GUARANTEES OF NOTES | 76 | |||||||
Section 10.01. | Subsidiary Guarantees | 76 | ||||||
Section 10.02. | [Reserved] | 77 | ||||||
Section 10.03. | Guarantors May Consolidate, etc., on Certain Terms | 77 | ||||||
Section 10.04. | Releases of Subsidiary Guarantees | 77 | ||||||
Section 10.05. | [Reserved] | 78 | ||||||
Section 10.06. | Limitation on Guarantor Liability | 78 | ||||||
ARTICLE 11 MISCELLANEOUS | 78 | |||||||
Section 11.01. | Trust Indenture Act Controls | 78 | ||||||
Section 11.02. | Notices | 78 | ||||||
Section 11.03. | Communication by Holders of Notes with Other Holders of Notes | 80 | ||||||
Section 11.04. | Certificate and Opinion as to Conditions Precedent | 80 | ||||||
Section 11.05. | Statements Required in Certificate or Opinion | 80 | ||||||
Section 11.06. | Rules by Trustee and Agents | 81 | ||||||
Section 11.07. | No Personal Liability of Directors, Officers, Employees and Unitholders | 81 | ||||||
Section 11.08. | Governing Law | 81 | ||||||
Section 11.09. | No Adverse Interpretation of Other Agreements | 81 | ||||||
Section 11.10. | Successors | 81 | ||||||
Section 11.11. | Severability | 81 | ||||||
Section 11.12. | Table of Contents, Headings, etc | 81 | ||||||
Section 11.13. | Counterparts | 81 | ||||||
Section 11.14. | Acts of Holders. | 82 | ||||||
Section 11.15. | Patriot Act | 83 |
iv
RULE 144A/REGULATION S APPENDIX | App.-1 | |||
EXHIBIT 1 Form of Initial Note | ||||
EXHIBIT A Form of Exchange Note | ||||
SCHEDULE I Agreements with Affiliates | S-1 | |||
SCHEDULE II Qualifying Owners | S-2 | |||
ANNEX A Form of Supplemental Indenture | A-1 |
v
DEFINITIONS AND INCORPORATION
BY REFERENCE
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
(a) | any intercompany Indebtedness of the Company or any of its Restricted Subsidiaries to the Company or any of its Affiliates; or | ||
(b) | any Indebtedness that is incurred in violation of this Indenture. |
22
23
24
Term | Defined in Section | |||
“Act” | 11.14 | |||
“Affiliate Transaction” | 4.11 | |||
“Appendix” | 2.01 | |||
“Asset Sale Offer” | 3.09 | |||
“Change of Control Offer” | 4.15 | |||
“Change of Control Payment” | 4.15 | |||
“Change of Control Purchase Date” | 4.15 | |||
“Change of Control Settlement Date” | 4.15 | |||
“Covenant Defeasance” | 8.03 | |||
“Discharge” | 8.08 | |||
“Event of Default” | 6.01 | |||
“Excess Proceeds” | 4.10 | |||
“Incremental Funds” | 4.07 | |||
“incur” | 4.09 | |||
“Legal Defeasance” | 8.02 | |||
“Offer Amount” | 3.09 | |||
“Offer Period” | 3.09 | |||
“Paying Agent” | 2.03 | |||
“Payment Default” | 6.01 | |||
“Permitted Debt” | 4.09 | |||
“Registrar” | 2.03 | |||
“Restricted Payments” | 4.07 | |||
“Settlement Date” | 3.09 | |||
“Termination Date” | 3.09 |
25
THE NOTES
26
27
28
29
30
REDEMPTION AND PREPAYMENT
31
32
YEAR | PERCENTAGE | |||
2014 | 104.438 | % | ||
2015 | 102.219 | % | ||
2016 and thereafter | 100.000 | % |
33
34
35
COVENANTS
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
SUCCESSORS
55
56
DEFAULTS AND REMEDIES
57
58
59
60
61
TRUSTEE
62
63
64
65
66
67
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
68
69
70
71
72
AMENDMENT, SUPPLEMENT AND WAIVER
73
74
75
GUARANTEES OF NOTES
76
77
MISCELLANEOUS
78
4200 Stone Road
Kilgore, Texas 75662
Attention: Chief Financial Officer
Telecopier No.: (903) 983-6262
2001 Ross Avenue
Dallas, Texas 75201-2980
Attention: Neel Lemon
Telecopier No.: (214) 953-6503
201 Main Street, Suite 301, MAC T5441-030
Fort Worth, Texas 76102-5489
Attention: Corporate Trust Administration
Telecopier No.: (817) 885-8650
79
80
81
82
83
MARTIN MIDSTREAM PARTNERS L.P. By: Martin Midstream GP LLC, as general partner | ||||
By: | /s/ Robert D. Bondurant | |||
Name: | Robert D. Bondurant | |||
Title: | Executive Vice President and Chief Financial Officer | |||
MARTIN MIDSTREAM FINANCE CORP. | ||||
By: | /s/ Robert D. Bondurant | |||
Name: | Robert D. Bondurant | |||
Title: | Executive Vice President and Chief Financial Officer | |||
Guarantors: MARTIN OPERATING GP LLC By: Martin Midstream Partners L.P., as sole member By: Martin Midstream GP LLC, as general partner | ||||
By: | /s/ Robert D. Bondurant | |||
Name: | Robert D. Bondurant | |||
Title: | Executive Vice President and Chief Financial Officer | |||
Indenture
MARTIN OPERATING PARTNERSHIP L.P. By: Martin Operating GP LLC, as general partner By: Martin Midstream Partners L.P., as sole member By: Martin Midstream GP LLC, as general partner | ||||
By: | /s/ Robert D. Bondurant | |||
Name: | Robert D. Bondurant | |||
Title: | Executive Vice President and Chief Financial Officer | |||
PRISM GAS SYSTEMS I, L.P. By: Prism Gas Systems GP, L.L.C. as general partner | ||||
By: | /s/ Robert D. Bondurant | |||
Name: | Robert D. Bondurant | |||
Title: | Treasurer | |||
PRISM GAS SYSTEMS GP, L.L.C. | ||||
By: | /s/ Robert D. Bondurant | |||
Name: | Robert D. Bondurant | |||
Title: | Treasurer | |||
MCLEOD GAS GATHERING AND PROCESSING COMPANY, L.L.C. | ||||
By: | /s/ Robert D. Bondurant | |||
Name: | Robert D. Bondurant | |||
Title: | Sole Manager | |||
PRISM GULF COAST SYSTEMS, L.L.C. | ||||
By: | /s/ Robert D. Bondurant | |||
Name: | Robert D. Bondurant | |||
Title: | Treasurer | |||
WOODLAWN PIPELINE CO., INC. | ||||
By: | /s/ Robert D. Bondurant | |||
Name: | Robert D. Bondurant | |||
Title: | Executive Vice President | |||
Indenture
PRISM LIQUIDS PIPELINE LLC | ||||
By: | /s/ Robert D. Bondurant | |||
Name: | Robert D. Bondurant | |||
Title: | Executive Vice President | |||
Wells Fargo Bank, National Association, as Trustee | ||||
By: | /s/ John C. Stohlmann | |||
John C. Stohlmann | ||||
Vice President | ||||
Indenture
AND EXCHANGE NOTES
App.-1
Term | Defined in Section: | |||
“Agent Members” | 2.1 | (b) | ||
“Distribution Compliance Period” | 2.1 | (b) | ||
“Global Note” | 2.1 | (a) | ||
“Regulation S” | 2.1 | (a) | ||
“Regulation S Notes” | 2.1 | (a) | ||
“Restricted Global Note” | 2.1 | (a) | ||
“Rule 144A” | 2.1 | (a) | ||
“Rule 144A Notes” | 2.1 | (a) |
App.-2
App.-3
App.-4
App.-5
App.-6
App.-7
App.-8
Ex. 1 to App.-1
Ex. 1 to App.-2
No. | $ | |
CUSIP No. | ||
ISIN No. |
MARTIN MIDSTREAM PARTNERS L.P. By: Martin Midstream GP LLC, as general partner | ||||
By: | ||||
Name: | ||||
Title: | ||||
MARTIN MIDSTREAM FINANCE CORP. | ||||
By: | ||||
Name: | ||||
Title: | ||||
1 | If this Note is a Global Note, add this provision. |
Ex. 1 to App.-3
TRUSTEE’S CERTIFICATE OF AUTHENTICATION Wells Fargo Bank, National Association, as Trustee, certifies that this is one of the Notes referred to in the Indenture. | ||||
By | ||||
Authorized Signatory |
Ex. 1 to App.-4
Ex. 1 to App.-5
YEAR | PERCENTAGE | |||
2014 | 104.438 | % | ||
2015 | 102.219 | % | ||
2016 and thereafter | 100.000 | % |
Ex. 1 to App.-6
Ex. 1 to App.-7
Ex. 1 to App.-8
Ex. 1 to App.-9
Ex. 1 to App.-10
4200 Stone Road
Kilgore, Texas 75662
Attention: Chief Financial Officer
Ex. 1 to App.-11
Date: | Your Signature: | |||||
(Sign exactly as your name appears on the other side of this Note) |
(Signature must be guaranteed) | ||||
(1) | o | to an Issuer; or | ||
(2) | o | pursuant to an effective registration statement under the Securities Act of 1933; or | ||
(3) | o | to a person who the undersigned reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that is purchasing for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is |
being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or | ||||
(4) | o | outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933; or | ||
(5) | o | pursuant to another available exemption from the registration requirements of the Securities Act of 1933. |
Signature | ||||
Dated: | |||||
Notice: To be executed by an executive officer |
Date: | Your Signature: | |||||
(Sign exactly as your name appears on the other side of this Note) |
Signature Guarantee: | ||||
(Signature must be guaranteed) | ||||
Principal | ||||||||||||||||||
Amount of | Amount of | Amount of this | Signature of | |||||||||||||||
decrease in | increase in | Global Note | authorized | |||||||||||||||
Principal | Principal | following such | officer | |||||||||||||||
Amount of this | Amount of this | decrease or | of Trustee or | |||||||||||||||
Date | Global Note | Global Note | increase | Notes Custodian |
*/ | If the Note is to be issued in global form add the Global Notes Legend from Exhibit 1 to Rule 144A/Regulation S Appendix and the attachment from such Exhibit 1 captioned “[TO BE ATTACHED TO GLOBAL NOTES] — SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE”. |
All references to “Additional Interest” in the Note shall be deleted unless, at the date of issuance of the Exchange Note, any Registration Default (as defined in the Registration Rights Agreement) has occurred with respect to the related Initial Notes during the interest period in which such date of issuance occurs. |
No. | $ |
ISIN No.
MARTIN MIDSTREAM PARTNERS L.P. | ||||
By: | Martin Midstream GP LLC, | |||
as general partner | ||||
By: | ||||
Name: | ||||
Title: | ||||
MARTIN MIDSTREAM FINANCE CORP. | ||||
By: | ||||
Name: | ||||
Title: | ||||
2 | If this Note is a Global Note, add this provision. |
AUTHENTICATION
as Trustee, certifies that
this is one of the Notes
referred to in the Indenture.
By | ||||
Authorized Signatory | ||||
Ex. A to App.-4
YEAR | PERCENTAGE | |||
2014 | 104.438 | % | ||
2015 | 102.219 | % | ||
2016 and thereafter | 100.000 | % |
Ex. A to App.-5
Ex. A to App.-6
Ex. A to App.-7
Ex. A to App.-8
3 | Delete if this Note is not being issued in exchange for an Initial Note. |
Ex. A to App.-9
4200 Stone Road
Kilgore, Texas 75662
Attention: Chief Financial Officer
4 | Delete if this Note is not being issued in exchange for an Initial Note. |
Ex. A to App.-10
Date: | Your Signature: | |||||
Sign exactly as your name appears on the other side of this Note. |
Ex. A to App.-11
Date: | Your Signature: | |||||
(Sign exactly as your name appears on the other side of this Note) |
Signature Guarantee: | ||||
(Signature must be guaranteed) |
Ex. A to App.-12
1. | Omnibus Agreement dated November 1, 2002, as amended by Amendment No. 1 to Omnibus Agreement on November 25, 2009 between Martin Resource Management Corporation (“MRMC”), Martin Midstream GP LLC (“General Partner”), Martin Midstream Partners L.P. (“MMLP”) and MOP. |
2. | Motor Carrier Agreement dated November 1, 2002 between MOP and Martin Transport Inc. (“Transport”). |
3. | Terminal Services Agreement dated November 1, 2002 between MOP and Martin Gas Sales LLC (“Martin Gas”), now Martin Product Sales, LLC (“MPS”). |
4. | Throughput Agreement dated November 1, 2002, as amended by First Amendment to Throughput Agreement dated January 1, 2006 between MPS (formerly Martin Gas) and MOP. |
5. | Contract for Marine Transportation dated November 1, 2002 between MOP and MRMC. |
6. | Product Storage Agreement dated November 1, 2002 between Martin Underground Storage, Inc. (“Martin Underground”) and MOP. |
7. | Marine Fuel Agreement dated November 1, 2002 between Midstream Fuel Service LLC (“MFS”) and MOP. |
8. | Product Supply Agreement dated November 1, 2002 between MPS (formerly Martin Gas) and MOP. |
9. | Assignment and Assumption of Lease and Sublease dated November 1, 2002 between MOP and Martin Gas. |
10. | Purchaser Use Easement, Ingress-Egress Easement, and Utility Facilities Easement dated November 1, 2002 between Martin Gas and MOP. |
11. | Martine Transportation Agreement dated October 27, 2003 between MOP and Cross Oil Refining & Marketing, Inc. (“Cross”). |
12. | Terminalling Agreement dated October 27, 2003, as amended by First Amendment to Terminalling Agreement dated November 1, 2008, between MOP and Cross. |
13. | Amended and Restated Terminal Services Agreement dated October 27, 2004 between MOP and MFS. |
14. | Terminal Services Agreement dated December 23, 2003, as amended by First Amendment to Terminal Services Agreement dated September 2004, as amended and restated by Amended and Restated Terminal Services Agreement dated July 1, 2004, between MOP and MFS. |
15. | Transportation Services Agreement dated December 23, 2003 between MOP and MFS. |
16. | Lubricants and Drilling Fluids Terminal Services Agreement dated December 23, 2003, as amended by First Amendment to Lubricants & Drilling Fluids Terminal Services Agreement dated July 1, 2004, between MOP and MFS. |
17. | Sales Agency Agreement dated June 1, 2007, as amended by Amended and Restated Sales Agency Agreement dated August 1, 2008, as supplemented by Addendum to Amended and Restated Sales Agency Agreement dated June 3, 2009, between MOP and MPS. |
18. | Tolling Agreement dated November 25, 2009 between MOP and Cross. |
R.S. Martin Jr. Children’s Trust No. one f/b/o Santi Jones
RSM III Investments, Ltd.
SKM Partnership, Ltd.
Martin Transport Inc.
CNRT LLC
Ex. A to App.-2
AND AMENDMENT — SUBSIDIARY GUARANTEE
D-1
D-2
D-3
MARTIN MIDSTREAM PARTNERS L.P. By: Martin Midstream GP LLC, as general partner | ||||
By: | ||||
Name: | ||||
Title: | ||||
MARTIN MIDSTREAM FINANCE CORP. | ||||
By: | ||||
Name: | ||||
Title: | ||||
GUARANTORS [ ] | ||||
By: | ||||
Name: | ||||
Title: | ||||
Wells Fargo Bank, National Association, as Trustee | ||||
By: | ||||
Name: | ||||
Title: | ||||
D-4