MARTIN MIDSTREAM PARTNERS L.P. MARTIN MIDSTREAM FINANCE CORP. and the Guarantors named herein 71/4% SENIOR NOTES DUE 2021 FIRST SUPPLEMENTAL INDENTURE DATED AS OF JULY 21, 2014 WELLS FARGO BANK, NATIONAL ASSOCIATION, As Trustee
XXXXXX MIDSTREAM PARTNERS X.X.
XXXXXX MIDSTREAM FINANCE CORP.
and
the Guarantors named herein
71/4% SENIOR NOTES DUE 2021
DATED AS OF JULY 21, 2014
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
As Trustee
This FIRST SUPPLEMENTAL INDENTURE, dated as of July 21, 2014, is among Xxxxxx Midstream Partners L.P., a Delaware limited partnership (the “Company”), Xxxxxx Midstream Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), each of the parties identified under the caption “Guarantors” on the signature page hereto (the “Guarantors”) and Xxxxx Fargo Bank, National Association, a national banking association, as Trustee.
RECITALS
WHEREAS, the Issuers, the initial Guarantors and the Trustee entered into an Indenture, dated as of February 11, 2013 (the “Indenture”), pursuant to which the Company has issued $250,000,000 in the aggregate principal amount of 71/4% Senior Notes due 2021 (the “Original Notes”) and has issued $150,000,000 of additional notes in the aggregate principal amount of 71/4% Senior Notes due 2021 (the “Additional Notes”, and together with the Original Notes the “Notes”).
WHEREAS, Section 9.01(g) of the Indenture provides that the Issuers, the Guarantors and the Trustee may amend or supplement the Indenture in order to comply with Section 4.13 or 10.03 thereof, without the consent of the Holders of the Notes; and
WHEREAS, all acts and things prescribed by the Indenture, by law and by the Certificate of Incorporation and the Bylaws (or comparable constituent documents) of the Issuers, of the Guarantors and of the Trustee necessary to make this First Supplemental Indenture a valid instrument legally binding on the Issuers, the Guarantors and the Trustee, in accordance with its terms, have been duly done and performed;
NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Issuers, the Guarantors and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:
ARTICLE 1
Section 1.01. This First Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.
Section 1.02. This First Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Issuers, the Guarantors and the Trustee.
ARTICLE 2
From this date, in accordance with Section 4.13 or 10.03 and by executing this First Supplemental Indenture, the Guarantors whose signatures appear below are subject to the provisions of the Indenture to the extent provided for in Article 10 thereunder.
ARTICLE 3
Section 3.01. Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture.
Section 3.02. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this First Supplemental Indenture. This First Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto.
Section 3.03. THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Section 3.04. The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement.
[NEXT PAGE IS SIGNATURE PAGE]
First Supplemental Indenture
Signature page
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed, all as of the date first written above.
TRUSTEE:
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By: /s/ Xxxx Xxxxxxxxx
Name: Xxxx Xxxxxxxxx
Title: Vice President
ISSUERS:
XXXXXX MIDSTREAM PARTNERS L.P.
By: Xxxxxx Midstream GP LLC,
as general partner
By: /s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President and Chief
Financial Officer
XXXXXX MIDSTREAM FINANCE CORP.
By: /s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President and Chief
Financial Officer
GUARANTORS:
XXXXXX OPERATING PARTNERSHIP L.P.
By: Xxxxxx Operating GP LLC,
as general partner
By: Xxxxxx Midstream Partners L.P.,
as sole member
By: Xxxxxx Midstream GP LLC,
as general partner
By: /s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President and Chief
Financial Officer
XXXXXX OPERATING GP LLC
By: Xxxxxx Midstream Partners L.P.,
as sole member
By: Xxxxxx Midstream GP LLC,
as general partner
By: /s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President and Chief
Financial Officer
REDBIRD GAS STORAGE LLC
By: Xxxxxx Operating Partnership L.P.,
as sole member
By: Xxxxxx Operating GP LLC,
as general partner
By: Xxxxxx Midstream Partners L.P.,
as sole member
By: Xxxxxx Midstream GP LLC,
as general partner
By: /s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President and Chief
Financial Officer
MOP MIDSTREAM HOLDINGS LLC
By: Xxxxxx Operating Partnership L.P.,
as sole member
By: Xxxxxx Operating GP LLC,
as general partner
By: Xxxxxx Midstream Partners L.P.,
as sole member
By: Xxxxxx Midstream GP LLC,
as general partner
By: /s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President and Chief
Financial Officer
XXXXXX MIDSTREAM NGL HOLDINGS, LLC
By: Xxxxxx Operating Partnership L.P.,
as sole member
By: Xxxxxx Operating GP LLC,
as general partner
By: Xxxxxx Midstream Partners L.P.,
as sole member
By: Xxxxxx Midstream GP LLC,
as general partner
By: /s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President and Chief
Financial Officer
XXXXXX MIDSTREAM NGL HOLDINGS II, LLC
By: Xxxxxx Operating Partnership L.P.,
as sole member
By: Xxxxxx Operating GP LLC,
as general partner
By: Xxxxxx Midstream Partners L.P.,
as sole member
By: Xxxxxx Midstream GP LLC,
as general partner
By: /s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President and Chief
Financial Officer
