exv10w1






Exhibit 10.1




EXECUTION COPY




COMMITMENT INCREASE AND JOINDER AGREEMENT

(Commitment Increase Pursuant to Section 2.16 of Credit Agreement)




     This COMMITMENT INCREASE AND JOINDER AGREEMENT (this “Agreement”) dated as of February
25, 2010 (the “Increase Effective Date”), is entered into by and among MARTIN OPERATING PARTNERSHIP
L.P., a Delaware limited partnership (“Borrower”), the undersigned Guarantors (as defined in the
Credit Agreement referenced below), THE ROYAL BANK OF SCOTLAND PLC (the “New Lender”), and ROYAL
BANK OF CANADA, as Administrative Agent (in such capacity, the “Administrative Agent”) and L/C
Issuer.



R E C I T A L S




     A. Borrower, the Existing Lenders (defined below), and Administrative Agent are parties to
that certain Second Amended and Restated Credit Agreement dated as of November 10, 2005, as amended
by that certain First Amendment to Second Amended and Restated Credit Agreement dated as of June
30, 2006, that certain Second Amendment to Second Amended and Restated Credit Agreement dated as of
December 28, 2007, that certain Third Amendment to Second Amended and Restated Credit Agreement
dated as of September 24, 2008, that certain Fourth Amendment to Second Amended and Restated Credit
Agreement dated as of December 21, 2009, and that certain Fifth Amendment to Second Amended and
Restated Credit Agreement dated as of January 14, 2010 (as amended, and as further renewed,
extended, amended or restated, the “Credit Agreement”).



     B. Pursuant to Section 2.16 of the Credit Agreement, this Agreement is being executed to
evidence Borrower’s requested increase in the Aggregate Commitments from $335,671,428.58 to
$350,000,000.00.



     C. The New Lender has agreed to become a Revolver Lender under the Credit Agreement in
accordance with Section 2 hereof, with a Committed Sum with respect to the Revolver Facility as
reflected on Schedule 2.01 attached hereto.



     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:



     1. Definitions. As used herein, “Existing Lenders” means the Lenders who are party to the
Credit Agreement prior to the Increase Effective Date, and “Lenders” means, collectively, the New
Lender and the Existing Lenders. Capitalized terms used herein and not otherwise defined herein
shall have the meanings attributed to them in the Credit Agreement (as hereinafter defined).



     2. Joinder of New Lender. The New Lender: (a) confirms that it has received a copy of the
Credit Agreement, the Guaranties and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this Agreement and become a
Revolver Lender party to the Credit Agreement; (b) agrees that it will, independently and without
reliance upon the Administrative Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Loan Documents; (c) effective as of the Increase Effective
Date: (i) appoints or authorizes the Administrative Agent to take such action on its behalf and to
exercise such powers under the Loan Documents as are delegated by the terms thereof, together with
such powers as are reasonably incidental thereto; (ii) agrees that it shall be bound by the terms
of the Credit Agreement as a Revolver Lender thereunder and that it will perform in accordance with
their terms all of the obligations which by the terms of the Loan Documents are required to be
performed by it as a Revolver Lender; and (iii) specifies as its lending office and address for
notices the offices set forth on the Administrative Questionnaire provided













 




to the Administrative Agent; and (d) acknowledges and agrees that its Committed Sum with
respect to the Revolver Facility is reflected on Schedule 2.01 attached hereto.




     3. Conditions Precedent to Effectiveness. This Agreement shall be effective as of the
Increase Effective Date, provided that: (a) Administrative Agent shall have received (i)
counterparts of this Agreement executed by Borrower, each Guarantor and the New Lender, (ii) the
certificates and resolutions required by Section 2.16(c) of the Credit Agreement, (iii) to the
extent required by the New Lender, a Revolver Note; and (b) Borrower shall have paid all fees and
expenses that are required to be paid as of the Increase Effective Date.



     4. Affirmation of Guarantors. Each of the undersigned Guarantors consents to the increase in
the Aggregate Commitments and ratifies and confirms that the Guaranty executed by it and each other
Loan Document executed by it continues in full force and effect and is not released, diminished,
impaired, reduced, or otherwise adversely affected, and all of its obligations thereunder are
hereby ratified and confirmed. Without limiting the foregoing, each Guarantor affirms that all
Obligations under the Credit Agreement as modified by the increase in Aggregate Commitments herein
contained are included in the “Obligations” as defined in the Guaranty.



     5. Affirmation of Liens. Each of the Borrower and each Guarantor ratifies and confirms that
all Liens granted, conveyed, or assigned to Administrative Agent by such Person pursuant to each
Loan Document to which it is a party remain in full force and effect, are not released or reduced,
and continue to secure full payment and performance of the Obligations as increased hereby.



     6. Miscellaneous. (a) Headings and captions may not be construed in interpreting provisions;
(b) this Agreement shall be governed by, and construed in accordance with, the law of the State of
New York; and (c) this Agreement may be executed in any number of counterparts with the same effect
as if all signatories had signed the same document, and all of those counterparts must be construed
together to constitute the same document.



     7. ENTIRE AGREEMENT. THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, TOGETHER WITH THIS
AGREEMENT, REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.



[Signature Pages to Follow]









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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the
date first above written.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	BORROWER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	MARTIN OPERATING PARTNERSHIP L.P.,	 	 
	 	 	a Delaware limited partnership, as Borrower	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	MARTIN OPERATING GP LLC,	 	 
	 	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	MARTIN MIDSTREAM PARTNERS L.P.,	 	 
	 	 	 	 	 	 	its Sole Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	MARTIN MIDSTREAM GP LLC,	 	 
	 	 	 	 	 	 	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:	 	/s/ Robert D. Bondurant  	 	 
	

	 	 	 	 	 	 	 	 	 	 

Robert D. Bondurant
	 	 
	 

	 	 	 	 	 	 	 	 	 	Executive Vice President and Chief 

Financial Officer	 	 






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	 	 	GUARANTORS:	 
	 
	 	 	 	 	 	 	 	 
	 	 	MARTIN MIDSTREAM PARTNERS L.P.,	 	 
	 	 	a Delaware limited partnership, as a Guarantor	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	MARTIN MIDSTREAM GP LLC,
	 	 	 	 	its General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Robert D. Bondurant 	 	 
	 

	 	 	 	 	 	 

Robert D. Bondurant
	 	 
	 

	 	 	 	 	 	Executive Vice President and Chief 

Financial Officer	 	 






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	 	 	MARTIN OPERATING GP LLC,
	 	 	a Delaware limited liability company, as a Guarantor
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	MARTIN MIDSTREAM PARTNERS L.P.,
	 	 	 	 	its Sole Member
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	MARTIN MIDSTREAM GP LLC,
	 	 	 	 	 	 	its General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	/s/ Robert D. Bondurant
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Robert D. Bondurant
	 

	 	 	 	 	 	 	 	Executive Vice President and Chief
	 

	 	 	 	 	 	 	 	Financial Officer






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	 	 	PRISM GAS SYSTEMS I, L.P., a Texas limited partnership, as a Guarantor
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	Prism Gas Systems GP, L.L.C., its General Partner
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Robert D. Bondurant
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Robert D. Bondurant
	 

	 	 	 	 	 	Treasurer
	 
	 	 	 	 	 	 
	 	 	PRISM GAS SYSTEMS GP, L.L.C., as a Guarantor
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Robert D. Bondurant
	 	 	 	 	 
	 	 	 	 	Robert D. Bondurant
	 	 	 	 	Treasurer






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	 	PRISM GULF COAST SYSTEMS, L.L.C., as a Guarantor


 	 
	 	By:  	/s/ Robert D. Bondurant 	 
	 	 	Robert D. Bondurant 	 
	 	 	Treasurer 	 
	 




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	 	MCLEOD GAS GATHERING AND PROCESSING

COMPANY, L.L.C., as a Guarantor

 	 
	 	By:  	/s/
Ruben S. Martin 	 
	 	 	Ruben S. Martin 	 
	 	 	Sole Manager 	 
	 





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	 	WOODLAWN PIPELINE CO., INC.,

a Texas corporation, as a Guarantor

 	 
	 	By:  	/s/ Robert D. Bondurant	 
	 	 	Robert D. Bondurant 	 
	 	 	Executive Vice President 	 
	 



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	 	 	PRISM LIQUIDS PIPELINE, LLC,	 	 
	 	 	a Texas limited liability company, as a Guarantor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Robert D. Bondurant 	 	 
	 

	 	 	 	 

Robert D. Bondurant
	 	 
	 

	 	 	 	Executive Vice President	 	 






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	 	 	ADMINISTRATIVE AGENT:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	ROYAL BANK OF CANADA, as Administrative Agent	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Ann Hurley	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Ann Hurley	 	 
	 

	 	 	 	Title:
	 	Manager, Agency
	 	 
	 

	 	 	 	 	 	 

	 	 






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	 	 	L/C ISSUER:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	ROYAL BANK OF CANADA, as L/C Issuer	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Jason S. York	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Jason S. York	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Authorized Signatory	 	 
	 

	 	 	 	 	 	 	 	 






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	 	 	NEW LENDER:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	THE ROYAL BANK OF SCOTLAND PLC	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Eric Stoerr	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Eric Stoerr	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Managing Director	 	 
	 

	 	 	 	 	 	 	 	 






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SCHEDULE 2.01




COMMITTED SUMS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Pro Rata Share of	 	 	 	 	 	Pro Rata Share of	 	 
	 	 	 	 	Lender	 	Revolver Facility	 	Revolver Facility	 	Term Loan Facility	 	Term Loan Facility	 	Total
	 	1.	 	 	Royal Bank of Canada
	 	$	36,314,285.72	 	 	 	12.875058249	%	 	$	8,685,714.28	 	 	 	12.782776881	%	 	$	45,000,000.00	 
	 	2.	 	 	Regions Bank
	 	$	40,000,000.00	 	 	 	14.181810815	%	 	$	0.00	 	 	 	0.00	%	 	$	40,000,000.00	 
	 	3.	 	 	UBS Loan Finance LLC
	 	$	40,000,000.00	 	 	 	14.181810815	%	 	$	0.00	 	 	 	0.00	%	 	$	40,000,000.00	 
	 	4.	 	 	Comerica Bank
	 	$	25,911,428.57	 	 	 	9.186774448	%	 	$	14,088,571.43	 	 	 	20.734168701	%	 	$	40,000,000.00	 
	 	5.	 	 	Wells Fargo Bank,
N.A.
	 	$	21,840,000.00	 	 	 	7.743268705	%	 	$	10,088,571.43	 	 	 	14.847363554	%	 	$	31,928,571.43	 
	 	6.	 	 	Bank of America,
N.A.
	 	$	25,000,000.00	 	 	 	8.863631759	%	 	$	0.00	 	 	 	0.00	%	 	$	25,000,000.00	 
	 	7.	 	 	Caterpillar
Financial Services
Corporation
	 	$	6,000,000.00	 	 	 	2.127271622	%	 	$	19,000,000.00	 	 	 	27.962324446	%	 	$	25,000,000.00	 
	 	8.	 	 	Compass Bank
	 	$	24,271,428.59	 	 	 	8.605320212	%	 	$	0.00	 	 	 	0.00	%	 	$	24,271,428.59	 
	 	9.	 	 	Amegy Bank National
Association
	 	$	10,871,428.57	 	 	 	3.854413582	%	 	$	5,528,571.43	 	 	 	8.136405687	%	 	$	16,400,000.00	 
	 	10.	 	 	Natixis
	 	$	9,971,428.57	 	 	 	3.535322838	%	 	$	5,028,571.43	 	 	 	7.400555044	%	 	$	15,000,000.00	 
	 	11.	 	 	The Royal Bank of
Scotland plc
	 	$	14,328,571.42	 	 	 	5.080127228	%	 	$	0.00	 	 	 	0.00	%	 	$	14,328,571.42	 
	 	12.	 	 	Wachovia Bank,
National
Association
	 	$	7,542,857.14	 	 	 	2.674284324	%	 	$	5,528,571.43	 	 	 	8.136405687	%	 	$	13,071,428.57	 
	 	13.	 	 	Raymond James Bank,
FSB
	 	$	10,000,000.00	 	 	 	3.545452704	%	 	$	0.00	 	 	 	0.00	%	 	$	10,000,000.00	 
	 	14.	 	 	Compass Bank (as
successor in
interest to
Guaranty Bank)
	 	$	9,999,999.99	 	 	 	3.545452700	%	 	$	0.00	 	 	 	0.00	%	 	$	9,999,999.99	 
	 	 	 	 	Total:
	 	$	282,051,428.57	 	 	 	100.000000000	%	 	$	67,948,571.43	 	 	 	100.000000000	%	 	$	350,000,000.00	 






Schedule 2.01

TO COMMITMENT INCREASE AND JOINDER AGREEMENT