EXHIBIT 1.1 MARTIN MIDSTREAM PARTNERS L.P. 3,000,000 COMMON UNITS* REPRESENTING LIMITED PARTNER INTERESTS UNDERWRITING AGREEMENTUnderwriting Agreement • October 4th, 2002 • Martin Midstream Partners Lp • Wholesale-petroleum bulk stations & terminals • Florida
LIMITED LIABILITY COMPANY AGREEMENT OF MARTIN MIDSTREAM GP LLC A DELAWARE LIMITED LIABILITY COMPANYLimited Liability Company Agreement • July 1st, 2002 • Martin Midstream Partners Lp • Delaware
WITNESSETHSettlement Agreement • November 19th, 2002 • Martin Midstream Partners Lp • Wholesale-petroleum bulk stations & terminals • Florida
RECITALSAgreement and Plan of Merger • November 19th, 2002 • Martin Midstream Partners Lp • Wholesale-petroleum bulk stations & terminals • Texas
100,000,000 AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 2nd, 2004 • Martin Midstream Partners Lp • Wholesale-petroleum bulk stations & terminals • New York
BY AND AMONGPurchase and Sale Agreement • June 2nd, 2004 • Martin Midstream Partners Lp • Wholesale-petroleum bulk stations & terminals • Texas
FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT (this "FIRST AMENDMENT") is entered into effective as of December 23, 2003, among MARTIN OPERATING PARTNERSHIP L.P., a Delaware limited partnership, as borrower (the...Credit Agreement • March 23rd, 2004 • Martin Midstream Partners Lp • Wholesale-petroleum bulk stations & terminals
60,000,000 CREDIT AGREEMENT DATED AS OF NOVEMBER , 2002 --- ROYAL BANK OF CANADA, as Lead Arranger and Book Runner [MARTIN LOGO] [ROYAL BANK OF CANADA]Credit Agreement • October 25th, 2002 • Martin Midstream Partners Lp • Wholesale-petroleum bulk stations & terminals • New York
ASSIGNMENT OF SUBORDINATED UNITS IN MARTIN MIDSTREAM PARTNERS L.P. IMPORTANT NOTICE REGARDING INVESTOR RESPONSIBILITIES DUE TO TAX SHELTER STATUS OF MARTIN MIDSTREAM PARTNERS L.P.Martin Midstream Partners Lp • October 25th, 2002 • Wholesale-petroleum bulk stations & terminals
EXECUTION COPY FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MARTIN MIDSTREAM PARTNERS L.P. TABLE OF CONTENTSMartin Midstream Partners Lp • November 19th, 2002 • Wholesale-petroleum bulk stations & terminals • Delaware
BETWEENOmnibus Agreement • November 19th, 2002 • Martin Midstream Partners Lp • Wholesale-petroleum bulk stations & terminals
REGISTRATION RIGHTS AGREEMENT by and among Martin Midstream Partners L.P., Martin Midstream Finance Corp., the Guarantors party hereto, and Wells Fargo Securities, LLC, RBC Capital Markets Corporation UBS Securities LLC as representatives of the...Registration Rights Agreement • March 26th, 2010 • Martin Midstream Partners Lp • Wholesale-petroleum bulk stations & terminals • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 26, 2010, by and among Martin Midstream Partners L.P., a Delaware limited partnership (the “Company”), Martin Midstream Finance Corp., a Delaware corporation (“FinCo,” and together with the Company, the “Issuers”), the entities listed on Schedule A hereto (collectively, the “Guarantors”), and Wells Fargo Securities, LLC, RBC Capital Markets Corporation and UBS Securities LLC, as representatives of the initial purchasers listed on Schedule 1 to the Purchase Agreement (each an “Initial Purchaser”and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Issuers’ 87/8% Senior Notes due 2018 (the “Notes”), fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.”
EXHIBIT 3.2 EXECUTION COPY AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MARTIN OPERATING PARTNERSHIP L.P. TABLE OF CONTENTSMartin Midstream Partners Lp • November 19th, 2002 • Wholesale-petroleum bulk stations & terminals • Delaware
MARTIN MIDSTREAM PARTNERS L.P. 1,150,000 COMMON UNITS* REPRESENTING LIMITED PARTNER INTERESTS UNDERWRITING AGREEMENTUnderwriting Agreement • February 18th, 2004 • Martin Midstream Partners Lp • Wholesale-petroleum bulk stations & terminals • Florida
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 1st, 2014 • Martin Midstream Partners Lp • Wholesale-petroleum bulk stations & terminals • New York
This REGISTRATION RIGHTS AGREEMENT is dated as of April 1, 2014 (the “Agreement”), by and among MARTIN MIDSTREAM PARTNERS L.P., a Delaware limited partnership (the “Partnership”), and MARTIN MIDSTREAM FINANCE CORP., a Delaware corporation (“Finance Corp.” and, together with the Partnership, the “Issuers”), the subsidiaries of the Partnership named in Schedule I hereto (each individually, a “Guarantor” and collectively, the “Guarantors”), and the several Initial Purchasers listed in Schedule I to the Purchase Agreement (defined below) (the “Initial Purchasers”).
LIMITED LIABILITY COMPANY AGREEMENT OF MARTIN OPERATING GP LLC A DELAWARE LIMITED LIABILITY COMPANYLimited Liability Company Agreement • July 1st, 2002 • Martin Midstream Partners Lp • Delaware
PRODUCT SUPPLY AGREEMENTProduct Supply Agreement • November 19th, 2002 • Martin Midstream Partners Lp • Wholesale-petroleum bulk stations & terminals • Texas
EXHIBIT 1.1 MARTIN MIDSTREAM PARTNERS L.P. 2,900,000 COMMON UNITS* REPRESENTING LIMITED PARTNER INTERESTS UNDERWRITING AGREEMENTUnderwriting Agreement • November 19th, 2002 • Martin Midstream Partners Lp • Wholesale-petroleum bulk stations & terminals • Florida
WITNESSETH:Martin Midstream Partners Lp • October 4th, 2002 • Wholesale-petroleum bulk stations & terminals • Texas
MARTIN MIDSTREAM PARTNERS L.P. UNDERWRITING AGREEMENTUnderwriting Agreement • February 22nd, 2017 • Martin Midstream Partners Lp • Wholesale-petroleum bulk stations & terminals • New York
Martin Midstream Partners L.P., a Delaware limited partnership (the “Partnership”), proposes to sell to the Underwriters named in Schedule II annexed hereto (the “Underwriters”), for whom you are acting as Representatives, the number of common units representing limited partner interests (“Common Units”) in the Partnership set forth in Schedule I hereto (said Common Units to be issued and sold by the Partnership being hereinafter called the “Underwritten Units”). The Partnership also proposes to grant to the Underwriters an option to purchase up to the number of additional Common Units set forth in Schedule I hereto (the “Option Units” and, together with the Underwritten Units, the “Units”). Any reference herein to the Registration Statement, the Basic Prospectus, any Preliminary Prospectus Supplement or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3, which were filed under the Exchange Act on
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MARTIN MIDSTREAM PARTNERS L.P.Martin Midstream Partners Lp • January 19th, 2010 • Wholesale-petroleum bulk stations & terminals • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MARTIN MIDSTREAM PARTNERS L.P., dated as of November 25, 2009, is entered into by and among Martin Midstream GP LLC, a Delaware limited liability company, as the General Partner, and Martin Resource LLC, a Delaware limited liability company, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
MARTIN MIDSTREAM PARTNERS L.P. MARTIN MIDSTREAM FINANCE CORP. AND THE GUARANTORS NAMED ON THE SIGNATURE PAGES HEREOF 11.500% SENIOR SECURED SECOND LIEN NOTES DUE 2028 INDENTURE Dated as of February 8, 2023 U.S. BANK TRUST COMPANY, NATIONAL...Indenture • February 8th, 2023 • Martin Midstream Partners L.P. • Wholesale-petroleum bulk stations & terminals • New York
This Indenture, dated as February 8, 2023, is among Martin Midstream Partners L.P., a Delaware limited partnership (the “Company”), Martin Midstream Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), the guarantors listed on the signatures page hereof (each, a “Guarantor” and, collectively, the “Guarantors”) and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”) and as collateral agent (the “Collateral Agent”).
WITNESSETH:Throughput Agreement • November 19th, 2002 • Martin Midstream Partners Lp • Wholesale-petroleum bulk stations & terminals • Texas
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MARTIN MIDSTREAM PARTNERS L.P.Martin Midstream Partners Lp • December 1st, 2009 • Wholesale-petroleum bulk stations & terminals • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MARTIN MIDSTREAM PARTNERS L.P., dated as of November 25, 2009, is entered into by and among Martin Midstream GP LLC, a Delaware limited liability company, as the General Partner, and Martin Resource LLC, a Delaware limited liability company, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
MARINE FUEL AGREEMENTMarine Fuel Agreement • November 19th, 2002 • Martin Midstream Partners Lp • Wholesale-petroleum bulk stations & terminals
AMENDMENT AND RESTATEMENT AGREEMENTCredit Agreement • January 30th, 2023 • Martin Midstream Partners L.P. • Wholesale-petroleum bulk stations & terminals • New York
This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of January 30, 2023, to be effective on the Restatement Effective Date (as defined herein) among MARTIN OPERATING PARTNERSHIP L.P., a Delaware limited partnership (the “Borrower”), MARTIN MIDSTREAM PARTNERS L.P., a Delaware limited partnership (the “MLP”), each lender from time to time party hereto (collectively, the “Lenders,” and each individually, a “Lender”), and ROYAL BANK OF CANADA, a Canadian chartered bank under and governed by the provisions of the Bank Act, being S.C. 1991, c.46, as Administrative Agent and Collateral Agent.
ContractTolling Agreement • March 1st, 2022 • Martin Midstream Partners L.P. • Wholesale-petroleum bulk stations & terminals
This 2021 Amended and Restated Tolling Agreement (“Agreement”), effective as of October 20, 2021, is made by and between Martin Operating Partnership L.P., a Delaware limited partnership (“Owner”), and Cross Oil Refining & Marketing, Inc., a Delaware corporation (“Customer”), sometimes referred to individually as a “Party” and collectively as the “Parties.”
SECOND AMENDED AND RESTATED TERMINALLING SERVICES AGREEMENTTerminalling Services Agreement • October 25th, 2017 • Martin Midstream Partners Lp • Wholesale-petroleum bulk stations & terminals • Texas
This Second Amended and Restated Terminalling Services Agreement (“Agreement”) is made effective October 1, 2017 by and between MARTIN OPERATING PARTNERSHIP L.P., a Delaware limited partnership (“Operator”), and MARTIN ENERGY SERVICES LLC, an Alabama limited liability company (“Customer”), sometimes referred to individually as a “Party” and collectively as the “Parties.”
MARTIN MIDSTREAM PARTNERS L.P. MARTIN MIDSTREAM FINANCE CORP. AND THE GUARANTORS NAMED ON THE SIGNATURE PAGES HEREOF INDENTURE Dated as of February 11, 2013Indenture • February 12th, 2013 • Martin Midstream Partners Lp • Wholesale-petroleum bulk stations & terminals • New York
This Indenture, dated as February 11, 2013, is among Martin Midstream Partners L.P., a Delaware limited partnership (the “Company”), Martin Midstream Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), the guarantors listed on the signatures page hereof (each, a “Guarantor” and, collectively, the “Guarantors”) and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”).
AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MARTIN MIDSTREAM PARTNERS L.P.Martin Midstream Partners Lp • April 7th, 2008 • Wholesale-petroleum bulk stations & terminals • Delaware
This AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MARTIN MIDSTREAM PARTNERS L.P. (this “Amendment”) is hereby adopted effective as of January 1, 2007 by Martin Midstream GP LLC, a Delaware limited liability company (the “General Partner”), as the general partner of Martin Midstream Partners L.P. (the “Partnership”). Capitalized terms used but not defined herein are used as defined in the First Amended and Restated Agreement of Limited Partnership of Martin Midstream Partners L.P., dated as of November 6, 2002 (the “Partnership Agreement”).
MARTIN OPERATING PARTNERSHIP L.P., as the Borrower, MARTIN MIDSTREAM PARTNERS L.P., as a Guarantor ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent and as Swing Line Lender and L/C Issuer and The Lenders Party Hereto $225,000,000...Credit Agreement • November 14th, 2005 • Martin Midstream Partners Lp • Wholesale-petroleum bulk stations & terminals • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of November 10, 2005, among MARTIN OPERATING PARTNERSHIP L.P., a Delaware limited partnership (the “Borrower”), MARTIN MIDSTREAM PARTNERS L.P., a Delaware limited partnership (the “MLP”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and ROYAL BANK OF CANADA, a Canadian chartered bank under and governed by the provisions of the Bank Act, being S.C. 1991, c.46, as Administrative Agent and Collateral Agent.
WITNESSETHProduct Storage Agreement • November 19th, 2002 • Martin Midstream Partners Lp • Wholesale-petroleum bulk stations & terminals • Texas
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MONROE GAS STORAGE COMPANY, LLC (a Delaware Limited Liability Company)Limited Liability Company Agreement • October 29th, 2014 • Martin Midstream Partners Lp • Wholesale-petroleum bulk stations & terminals • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MONROE GAS STORAGE COMPANY, LLC (this “Agreement”), is executed as of May 31, 2011, by MGS Holding LLC, a Delaware limited liability company (the “Parent”), as the sole member of MONROE GAS STORAGE COMPANY, LLC, a Delaware limited liability company (the “Company”).
EXHIBIT 10.5 TERMINAL SERVICES AGREEMENT THIS TERMINAL SERVICES AGREEMENT is made and entered into as of the of November 1, 2002 (the "Effective Date"), by and between MARTIN OPERATING PARTNERSHIP L.P. (hereinafter referred to as "Owner"), and MARTIN...Terminal Services Agreement • November 19th, 2002 • Martin Midstream Partners Lp • Wholesale-petroleum bulk stations & terminals • Texas
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MARTIN MIDSTREAM NGL HOLDINGS, LLCLimited Liability Company Agreement • July 31st, 2014 • Martin Midstream Partners Lp • Wholesale-petroleum bulk stations & terminals • Delaware
This Limited Liability Company Agreement (this “Agreement”) of Martin Midstream NGL Holdings, LLC (the “Company”), dated May 15, 2014, is made by its undersigned sole member (the “Member”):
