exv4w2






Exhibit 4.2




Execution version




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 Initial Purchasers



Dated as of March 26, 2010



 









 





Execution version




REGISTRATION RIGHTS AGREEMENT




     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.”



     This Agreement is made pursuant to the Purchase Agreement, dated March 23, 2010 (the “Purchase
Agreement”), by and among the Issuers, the Guarantors and the Initial Purchasers (i) for the
benefit of the Initial Purchasers and (ii) for the benefit of the holders from time to time of
Transfer Restricted Securities, including the Initial Purchasers. In order to induce the Initial
Purchasers to purchase the Securities, the Issuers have agreed to provide the registration rights
set forth in this Agreement. The execution and delivery of this Agreement is a condition to the
obligations of the Initial Purchasers, as set forth in Section 6(i) of the Purchase Agreement.



     The parties hereby agree as follows:



     SECTION 1. Definitions.



     As used in this Agreement, the following capitalized terms shall have the following meanings:



     Additional Interest: As defined in Section 5 hereof.



     Advice: As defined in Section 6(c) hereof.



     Affiliate. As defined in Rule 144 promulgated by the Commission.



     Agreement: As defined in the preamble hereto.



     Broker-Dealer: Any broker or dealer registered under the Exchange Act.



     Business Day: Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which
banking institutions or trust companies located in New York, New York are authorized or obligated
to be closed.



     Closing Date: The date of this Agreement.



     Commission: The Securities and Exchange Commission.



     Company: As defined in the preamble hereto.



 









 





     Consummate: A registered Exchange Offer shall be deemed “Consummated” for purposes of this
Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the
Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the
Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the
keeping of the Exchange Offer open for a period not less than the minimum period required pursuant
to Section 3(b) hereof, and (iii) the delivery by the Issuers to the Registrar under the Indenture
of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of
Transfer Restricted Securities that were tendered by Holders thereof pursuant to the Exchange
Offer.



     Controlling Person: As defined in Section 8(a) hereof.



     Exchange Act: The Securities Exchange Act of 1934, as amended.



     Exchange Date: As defined in Section 3(a) hereto.



     Exchange Offer: The registration by the Issuers under the Securities Act of the Exchange
Securities pursuant to a Registration Statement pursuant to which the Issuers offer the Holders of
all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding
Transfer Restricted Securities held by such Holders for Exchange Securities in an aggregate
principal amount equal to the aggregate principal amount of the Transfer Restricted Securities
tendered in such exchange offer by such Holders with terms that are identical in all respects to
the Transfer Restricted Securities (except that Exchange Securities will not contain terms with
respect to any increase in annual interest rate as described herein and the transfer restrictions).



     Exchange Offer Registration Statement: The Registration Statement relating to the Exchange
Offer, including the related Prospectus.



     Exchange Securities: The 87/8% Senior Notes due 2018, of the same series under the Indenture as
the Transfer Restricted Securities, including the Guarantees attached thereto, to be offered to
Holders in exchange for Transfer Restricted Securities pursuant to this Agreement.



     Fin Co.: As defined in the preamble hereto.



     FINRA: Financial Industry Regulatory Authority, Inc.



     Guarantees: As defined in the preamble hereto.



     Guarantors: As defined in the preamble hereto.



     Holders: As defined in Section 2(b) hereof.



     Indemnified Holder: As defined in Section 8(a) hereof.



     Indenture: The Indenture, dated as of March 26, 2010, by and among the Issuers, the
Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”), pursuant to



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which the Securities are to be issued, as such Indenture is amended or supplemented from time
to time in accordance with the terms thereof.




     Initial Placement: The issuance and sale by the Issuers of the Securities to the Initial
Purchasers pursuant to the Purchase Agreement.



     Initial Purchasers: As defined in the preamble hereto.



     Initial Securities: The Securities issued and sold by the Issuers to the Initial Purchasers
pursuant to the Purchase Agreement on the Closing Date.



     Issuers: As defined in the preamble hereto.



     Notes: As defined in the preamble hereto.



     Person: An individual, partnership, corporation, trust or unincorporated organization, or a
government or agency or political subdivision thereof.



     Prospectus: The prospectus included in a Registration Statement, as amended or supplemented
by any prospectus supplement and by all other amendments thereto, including post-effective
amendments, and all material incorporated by reference into such Prospectus.



     Purchase Agreement: As defined in the preamble hereto.



     Registration Actions: As defined in Section 4(c) hereof.



     Registration Default: As defined in Section 5 hereof.



     Registration Statement: Any registration statement of the Issuers relating to (a) an offering
of Exchange Securities pursuant to an Exchange Offer or (b) the registration for resale of Transfer
Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the
provisions of this Agreement, in each case, including the Prospectus included therein, all
amendments and supplements thereto (including post-effective amendments) and all exhibits and
material incorporated by reference therein.



     Securities: As defined in the preamble hereto.



     Securities Act: The Securities Act of 1933, as amended.



     Shelf Filing Deadline: As defined in Section 4(a) hereof.



     Shelf Registration Statement: As defined in Section 4(a) hereof.



     Suspension Period: As defined in Section 4(c) hereof.



     Transfer Restricted Securities: The Securities; provided that the Securities shall cease to
be Transfer Restricted Securities on the earliest to occur of (i) the date on which a Registration
Statement with respect to such Securities has become effective under the Securities Act and such
Securities have been exchanged and are entitled to be resold to the public by the Holder thereof



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without complying with the prospectus delivery requirements of the Securities Act, or such
Security has been disposed of pursuant to such Registration Statement, (ii) if a Shelf Registration
Statement is required to be filed in accordance with Section 4 hereof, the expiration of the period
set forth in the final sentence of Section 4(a), (iii) the date upon which such Security is sold
pursuant to Rule 144 under circumstances in which any legend borne by such Security relating to
restrictions on the transferability thereof, under the Securities Act or otherwise, is removed, or
the restrictive CUSIP number is redesignated as non-restrictive by the Issuer or pursuant to the
Indenture or (iv) the date on which such Securities cease to be outstanding.




     Trust Indenture Act: The Trust Indenture Act of 1939, as amended.



     Underwritten Registration or Underwritten Offering: A registration in which securities of the
Issuers are sold to an underwriter for reoffering to the public.



     SECTION 2. Securities Subject to This Agreement.



     (a) Transfer Restricted Securities. The securities entitled to the benefits of this Agreement
are the Transfer Restricted Securities.



     (b) Holders of Transfer Restricted Securities. A Person is deemed to be a holder of Transfer
Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities.



     SECTION 3. Registered Exchange Offer.



     (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission
policy (after the procedures set forth in Section 6(a) hereof have been complied with), or there
are no Transfer Restricted Securities outstanding, the Issuers and the Guarantors shall (i) cause
to be filed with the Commission no later than 180 days after the Closing Date (or if such 180th day
is not a Business Day, the next succeeding Business Day), a Registration Statement under the
Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use their
commercially reasonable efforts to cause such Registration Statement to be declared effective no
later than 240 days after the Closing Date (or if such 240th day is not a Business Day, the next
succeeding Business Day), (iii) in connection with the foregoing, (A) file all pre-effective
amendments to such Registration Statement as may be necessary in order to cause such Registration
Statement to become effective, (B) if applicable, file a post-effective amendment to such
Registration Statement pursuant to Rule 430A under the Securities Act and (C) use their
commercially reasonable efforts to cause all necessary filings in connection with the registration
and qualification of the Exchange Securities to be made under the state securities or blue sky laws
of such jurisdictions to permit Consummation of the Exchange Offer; provided, however, that none of
the Issuers or the Guarantors shall be required to (x) qualify as a foreign corporation or as a
dealer in securities in any jurisdiction where it would not otherwise be required to qualify but
for this Section 3(a) or (y) take any action which would subject it to general service of process
or taxation in any such jurisdiction where it is not then so subject and (iv) upon the
effectiveness of such Registration Statement, commence the Exchange Offer. Each of the Issuers and
the Guarantors shall use their commercially reasonable efforts to Consummate the Exchange Offer not
later than 270 days following the Closing Date (or if such 270th day is not a Business



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Day, the next succeeding Business Day) (the “Exchange Date”). The Exchange Offer shall be on
the appropriate form permitting registration of the Exchange Securities to be offered in exchange
for the Transfer Restricted Securities and to permit resales of Transfer Restricted Securities held
by Broker-Dealers as contemplated by Section 3(c) hereof.




     (b) The Issuers and the Guarantors shall use their commercially reasonable efforts to cause
the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange
Offer open for a period of not less than the minimum period required under applicable federal and
state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall
such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to
the Holders; provided, further, that such period shall be extended by the number of days in any
Suspension Period. The Issuers shall cause the Exchange Offer to comply in all material respects
with all applicable federal and state securities laws. No securities other than the Exchange
Securities shall be included in the Exchange Offer Registration Statement. The Issuers shall use
their commercially reasonable efforts to cause the Exchange Offer to be Consummated by the Exchange
Date.



     (c) The Issuers shall indicate in a “Plan of Distribution” section contained in the Prospectus
forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds
Transfer Restricted Securities that were acquired for its own account as a result of market-making
activities or other trading activities (other than Transfer Restricted Securities acquired directly
from the Issuers), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer;
however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the
Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities
Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the
Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such
Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan
of Distribution” section shall also contain all other information with respect to such resales by
Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto,
but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of
Transfer Restricted Securities held by any such Broker-Dealer except to the extent required by the
Commission as a result of a change in policy after the date of this Agreement.



     The Issuers and the Guarantors shall use their commercially reasonable efforts to keep the
Exchange Offer Registration Statement continuously effective, supplemented and amended as required
by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for
resales of Transfer Restricted Securities acquired by Broker-Dealers for their own accounts as a
result of market-making activities or other trading activities, and to ensure that it conforms in
all material respects with the requirements of this Agreement, the Securities Act and the policies,
rules and regulations of the Commission as announced from time to time, for a period ending on the
earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement is
declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a
prospectus in connection with market-making or other trading activities.



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     The Issuers shall provide sufficient copies of the latest version of such Prospectus to
Broker-Dealers promptly upon request at any time during such 180-day (or shorter as provided in the
foregoing sentence) period in order to facilitate such resales.



     SECTION 4. Shelf Registration.



     (a) Shelf Registration. If (i) the Issuers are not required to file an Exchange Offer
Registration Statement or to consummate the Exchange Offer solely because the Exchange Offer is not
permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)
hereof have been complied with), (ii) for any reason the Exchange Offer is not Consummated by the
Exchange Date, or (iii) prior to the Exchange Date: (A) the Initial Purchasers request from the
Issuers with respect to Transfer Restricted Securities held by them not eligible to be exchanged
for Exchange Securities in the Exchange Offer, (B) with respect to any Holder of Transfer
Restricted Securities such Holder notifies the Issuers that (i) such Holder is prohibited by
applicable law or Commission policy from participating in the Exchange Offer, (ii) such Holder may
not resell the Exchange Securities acquired by it in the Exchange Offer to the public without
delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration
Statement is not appropriate or available for such resales by such Holder, or (iii) such Holder is
a Broker-Dealer and holds Transfer Restricted Securities acquired directly from the Issuers or one
of their affiliates or (C) in the case of any Initial Purchaser, such Initial Purchaser notifies
the Issuers it will not receive Exchange Securities in exchange for Transfer Restricted Securities
constituting any portion of such Initial Purchaser’s unsold allotment, the Issuers and the
Guarantors shall:




     (x) cause to be filed a shelf registration statement pursuant to Rule 415 under the
Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in
either event, the “Shelf Registration Statement”), on or prior to the 45th day after the
date on which the Issuers receive such notice from a Holder of Transfer Restricted
Securities or an Initial Purchaser (such date being the “Shelf Filing Deadline”), which
Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities
the Holders of which shall have provided the information required pursuant to Section 4(b)
hereof; and




     (y) use their commercially reasonable efforts to cause such Shelf Registration
Statement to be declared effective as promptly as practicable, but no later than (A) 120
days (or if such 120th day is not a Business Day the next succeeding Business Day), or (B)
90 days if the Shelf Registration Statement is not reviewed by the Commission (or if such
90th day is not a Business Day, the next succeeding Business Day), after such time such
obligation to file first arises; provided that the Issuers and the Guarantors shall not be
required to cause such Shelf Registration Statement to be declared effective earlier than
the 270th day following the Closing Date (or if such 270th day is not a Business Day, the
next succeeding Business Day).



     Each of the Issuers and the Guarantors shall use their commercially reasonable efforts to keep
such Shelf Registration Statement continuously effective, supplemented and amended as required by
the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is
available for resales of Transfer Restricted Securities by the Holders of such Securities entitled



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to the benefit of this Section 4(a), and to ensure that it conforms in all material respects
with the requirements of this Agreement, the Securities Act and the policies, rules and regulations
of the Commission as announced from time to time, from the date on which the Shelf Registration
Statement is declared effective by the Commission until the expiration of the one-year period
referred to in Rule 144 applicable to securities held by non-affiliates under the Securities Act
(or shorter period that will terminate when all the Transfer Restricted Securities covered by such
Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement.




     (b) Provision by Holders of Certain Information in Connection with the Shelf Registration
Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted
Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such
Holder furnishes to the Issuers in writing, within 10 Business Days after receipt of a request
therefor, such information as the Issuers may reasonably request for use in connection with any
Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. Each Holder
as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the
Issuers all information required to be disclosed in order to make the information previously
furnished to the Issuers by such Holder not materially misleading.



     (c) Suspension. Notwithstanding anything to the contrary and subject to the limitation set
forth in the next succeeding paragraph, at any time after the effectiveness of the Shelf
Registration Statement, the Issuers and the Guarantors shall be entitled to suspend their
obligation to file any amendment to the Shelf Registration Statement, furnish any supplement or
amendment to a Prospectus included in the Shelf Registration Statement, make any other filing with
the Commission, cause the Shelf Registration Statement or other filing with the Commission to
remain effective or take any similar action (collectively, “Registration Actions”) upon (A) the
issuance by the Commission of a stop order suspending the effectiveness of the Shelf Registration
Statement or the initiation of proceedings with respect to the Shelf Registration Statement under
Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any
fact as a result of which the Shelf Registration Statement would or shall contain any untrue
statement of a material fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, or the related Prospectus would or shall
contain any untrue statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading or (C) the occurrence or existence of any corporate
development that, in the good faith determination of the Board of Directors of the general partner
of Parent, makes it appropriate to postpone or suspend the availability of the Shelf Registration
Statement and the related Prospectus. Upon the occurrence of any of the conditions described in
clause (A), (B) or (C) above, the Issuers shall give prompt notice (a “Suspension Notice”) thereof
to the Holders. Upon the termination of such condition, the Issuers shall give prompt notice
thereof to the Holders and shall promptly proceed with all Registration Actions that were suspended
pursuant to this paragraph.



     The Issuers may only suspend Registration Actions pursuant to the preceding paragraph for one
or more periods (each, a “Suspension Period”) not to exceed, in the aggregate, (x) forty-five (45)
days in any three month period or (y) ninety (90) days in any twelve month period. Any Suspension
Period will not alter the obligations of the Issuers to pay Additional Interest under the
circumstances set forth in Section 5 hereof, if applicable. Each Suspension Period



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shall be deemed to begin on the date the relevant Suspension Notice is given to the Holders
and shall be deemed to end on the earlier to occur of (1) the date on which the Issuers give the
Holders a notice that the Suspension Period has terminated and (2) the date on which the number of
days during which a Suspension Period has been in effect exceeds, in the aggregate, (x) forty-five
(45) days in any three month period or (y) ninety (90) days in any twelve month period.




     SECTION 5. Additional Interest.



     If (i) the Exchange Offer has not been Consummated on or prior to the date specified for such
consummation in this Agreement, (ii) any Shelf Registration Statement, if required hereby, has not
been declared effective by the Commission on or prior to the date specified for such effectiveness
in this Agreement or (iii) any Registration Statement required by this Agreement has been declared
effective but ceases to be effective at any time at which it is required to be effective under this
Agreement (other than during a Suspension Period), as applicable (each such event referred to in
clauses (i) through (iii), a “Registration Default”), the Issuers hereby agree that the interest
rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the
90-day period immediately following the occurrence of any Registration Default and shall increase
by 0.25% per annum at the end of each subsequent 90-day period (such increase, “Additional
Interest”), but in no event shall such increase exceed 1.00% per annum. Following the cure of all
Registration Defaults relating to the particular Transfer Restricted Securities the interest rate
borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate
borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction
in interest rate, a different Registration Default occurs, the interest rate borne by the relevant
Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions.



     Notwithstanding the foregoing, (i) the amount of Additional Interest pursuant to this Section
5 shall not increase because more than one Registration Default has occurred and is continuing and
(ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf
Registration Statement shall not be entitled to Additional Interest with respect to a Registration
Default that pertains to the Shelf Registration Statement.



     All accrued Additional Interest shall be payable to the Holders entitled thereto, in the
manner provided for the payment of interest in the Indenture, as more fully set forth in the
Indenture and the Securities. All obligations of the Issuers and the Guarantors set forth in the
preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the
time such security ceases to be a Transfer Restricted Security shall survive until such time as all
such obligations with respect to such security shall have been satisfied in full.



     SECTION 6. Registration Procedures.



     (a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers
and the Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use their
commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted
Securities being sold in accordance with the intended method or methods of distribution thereof set
forth in the Registration Statement. As a condition to its participation in the Exchange Offer
pursuant to the terms of this Agreement, each Holder of Transfer Restricted



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Securities shall furnish, upon the request of the Issuers, prior to the Consummation thereof,
a written representation to the Issuers (which may be contained in the letter of transmittal
contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an
affiliate of any of the Issuers, (B) it is not engaged in, and does not intend to engage in, and
has no arrangement or understanding with any Person to participate in, a distribution of the
Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange
Securities in its ordinary course of business. In addition, all such Holders of Transfer
Restricted Securities shall otherwise cooperate in the Issuers’ preparations for the Exchange
Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using
the Exchange Offer to participate in a distribution of the securities to be acquired in the
Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement
rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc.
(available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988),
as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar
no-action letters (which may include any no-action letter obtained pursuant to clause (i) above),
and (2) must comply with the registration and prospectus delivery requirements of the Securities
Act in connection with a secondary resale transaction and that such a secondary resale transaction
should be covered by an effective registration statement containing the selling security holder
information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of
Exchange Securities obtained by such Holder in exchange for Transfer Restricted Securities acquired
by such Holder directly from the Issuers.




     (b) Shelf Registration Statement. If required pursuant to Section 4, in connection with the
Shelf Registration Statement, each of the Issuers and the Guarantors shall comply with all the
provisions of Section 6(c) hereof and shall use its commercially reasonable efforts to effect such
registration to permit the sale of the Transfer Restricted Securities being sold in accordance with
the intended method or methods of distribution thereof set forth in such Shelf Registration
Statement, and pursuant thereto each of the Issuers and the Guarantors will as promptly as
practicable prepare and file with the Commission a Registration Statement relating to the
registration on any appropriate form under the Securities Act, which form shall be available for
the sale of the Transfer Restricted Securities in accordance with the intended method or methods of
distribution thereof set forth in such Shelf Registration Statement.



     (c) General Provisions. Except as otherwise provided herein, in connection with any
Registration Statement and any Prospectus required by this Agreement to permit the sale or resale
of Transfer Restricted Securities (including, without limitation, any Registration Statement and
the related Prospectus required to permit resales of Transfer Restricted Securities by
Broker-Dealers), each of the Issuers and the Guarantors shall:




     (i) use its commercially reasonable efforts to keep such Registration Statement
continuously effective and provide all requisite financial statements for the period
specified in Section 3 or 4 hereof, as applicable; upon the occurrence of any event that
would cause any such Registration Statement or the Prospectus contained therein (A) to
contain a material misstatement or omission or (B) not to be effective and usable for
re-sale of Transfer Restricted Securities during the period required by this Agreement, the
Issuers shall file as promptly as practicable an appropriate amendment to such Registration
Statement, in the case of clause (A), correcting any such misstatement or



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omission, and, in the case of either clause (A) or (B), use their commercially
reasonable efforts to cause such amendment to be declared effective and such Registration
Statement and the related Prospectus to become usable for their intended purpose(s) as soon
as practicable thereafter;




     (ii) prepare and file with the Commission such amendments and post-effective amendments
to the applicable Registration Statement as may be necessary to keep the Registration
Statement effective for the applicable period set forth in Section 3 or 4 hereof, as
applicable, or such shorter period as will terminate when all Transfer Restricted Securities
covered by such Registration Statement have been sold; cause the Prospectus to be
supplemented by any required Prospectus supplement, and as so supplemented to be filed
pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable
provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply in
all material respects with the provisions of the Securities Act with respect to the
disposition of all securities covered by such Registration Statement during the applicable
period in accordance with the intended method or methods of distribution by the sellers
thereof set forth in such Registration Statement or supplement to the Prospectus;




     (iii) advise the underwriter(s), if any, and selling Holders as promptly as practicable
and, if requested by such Persons, to confirm such advice in writing, (A) when the
Prospectus or any Prospectus supplement or post-effective amendment has been filed, and,
with respect to any Registration Statement or any post-effective amendment thereto, when the
same has become effective, (B) of any request by the Commission for amendments to the
Registration Statement or amendments or supplements to the Prospectus or for additional
information relating thereto, (C) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement under the Securities Act or of
the suspension by any state securities commission of the qualification of the Transfer
Restricted Securities for offering or sale in any jurisdiction, or the initiation of any
proceeding for any of the preceding purposes, (D) of the existence of any fact or the
happening of any event that makes any statement of a material fact made in the Registration
Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated
by reference therein untrue, or that requires the making of any additions to or changes in
the Registration Statement or the Prospectus in order to make the statements therein (with
respect to the Prospectus, in light of the circumstances under which they were made) not
misleading. If at any time the Commission shall issue any stop order suspending the
effectiveness of the Registration Statement, or any state securities commission or other
regulatory authority shall issue an order suspending the qualification or exemption from
qualification of the Transfer Restricted Securities under state securities or blue sky laws,
each of the Issuers and the Guarantors shall use its commercially reasonable efforts to
obtain the withdrawal or lifting of such order at the earliest practicable time;




     (iv) in the case of a Shelf Registration Statement or if a Prospectus is required to be
delivered by any Broker-Dealer in the case of an Exchange Offer, furnish without charge to
each of the Initial Purchasers, each selling Holder named in any Registration Statement, and
each of the underwriter(s), if any, before filing with the Commission,



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copies of any Registration Statement or any Prospectus included therein or any
amendments or supplements to any such Registration Statement of Prospectus (including all
documents incorporated by reference after the initial filing of such Registration
Statement), and permit one legal counsel to the Initial Purchasers and such Holders and
underwriter(s), if any, with an opportunity to review and comment upon any such Registration
Statement or Prospectus (including all such documents incorporated by reference) at least
five (5) Business Days prior to their filing with the Commission and upon all amendments and
supplements thereto such lesser period prior to their filing with the Commission as shall be
reasonable and appropriate under the circumstances, and the Issuers shall not file any
documents to which such legal counsel to the Initial Purchasers and such Holders and
underwriter(s), if any, reasonably objects in writing (it being agreed that such writing may
for this purpose be in electronic format); provided that this clause (iv) shall not apply to
any filing by either of the Issuers of any Annual Report on Form 10-K, Quarterly Report on
Form 10-Q or Current Report on Form 8-K with respect to matters unrelated to the Securities,
the Transfer Restricted Securities and the Exchange Securities and the offering or exchange
therefor. Notwithstanding the foregoing, the Issuers shall not be required to take any
actions under this Section 6(c)(iv) that are not, in the reasonable opinion of counsel for
the Issuers, in compliance with applicable law or to include any disclosure which at the
time would have an adverse effect on the business or operations of the Issuers and/or their
subsidiaries, as determined in good faith by the Issuers;




     (v) in the case of a Shelf Registration Statement or if a Prospectus is required to be
delivered by any Broker-Dealer in the case of an Exchange Offer, make available at
reasonable times for inspection by the Initial Purchasers, the managing underwriter(s), if
any, participating in any disposition pursuant to such Registration Statement and one firm
of legal counsel or accountant retained by such Initial Purchasers or any of the
underwriter(s), all financial and other records, pertinent corporate documents and
properties of each of the Issuers and the Guarantors reasonably requested by any such
Persons and cause the Issuers’ and the Guarantors’ officers, directors and employees to
supply all information reasonably requested by any such Holder, underwriter, attorney or
accountant in connection with such Registration Statement or any post-effective amendment
thereto subsequent to the filing thereof and prior to its effectiveness and to participate
in meetings with investors to the extent reasonably requested by the managing
underwriter(s), if any;




     (vi) if requested by any selling Holders or the underwriter(s), if any, promptly
incorporate in any Registration Statement or Prospectus, pursuant to a supplement or
post-effective amendment if necessary, such information as such selling Holders and
underwriter(s), if any, may reasonably request to have included therein, including, without
limitation, information relating to the “Plan of Distribution” of the Transfer Restricted
Securities, information with respect to the principal amount of Transfer Restricted
Securities being sold to such underwriter(s), the purchase price being paid therefor and any
other terms of the offering of the Transfer Restricted Securities to be sold in such
offering; and make all required filings of such Prospectus supplement or post-effective
amendment as soon as practicable after the Issuers are notified of the matters to be
incorporated in such Prospectus supplement or post-effective amendment;



11









 






     (vii) use its commercially reasonable efforts to cause the Transfer Restricted
Securities covered by the Registration Statement to be rated with the appropriate rating
agencies, if so requested by the Holders of a majority in aggregate principal amount of
Securities covered thereby or the underwriter(s), if any;




     (viii) in the case of a Shelf Registration Statement, furnish to each selling Holder
and each of the underwriter(s), if any, without charge, at least one copy of the
Registration Statement, as first filed with the Commission, and of each amendment thereto,
including financial statements and schedules (without documents incorporated by reference
therein or exhibits thereto, unless requested);




     (ix) deliver to (A) in the case of an Exchange Offer, each Broker-Dealer who submits a
written request to the Issuers and (ii) in the case of a Shelf Registration Statement, each
selling Holder and each of the underwriter(s), if any, without charge, as many copies of the
Prospectus (including each preliminary prospectus) and any amendment or supplement thereto
as such Persons reasonably may request; each of the Issuers and the Guarantors hereby
consents to the use of the Prospectus and any amendment or supplement thereto by each of the
selling Holders and each of the underwriter(s), if any, in connection with the offering and
the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or
supplement thereto;




     (x) in the case of a Shelf Registration Statement, enter into such agreements
(including an underwriting agreement), and make such customary representations and
warranties, and take all such other customary and appropriate actions in connection
therewith in order to expedite or facilitate the disposition of the Transfer Restricted
Securities pursuant to any Shelf Registration Statement contemplated by this Agreement, all
to such extent as may be reasonably requested by any Holder of Transfer Restricted
Securities or underwriter in connection with any sale or resale pursuant to any Shelf
Registration Statement contemplated by this Agreement; and whether or not an underwriting
agreement is entered into and whether or not the registration is an Underwritten
Registration, each of the Issuers and the Guarantors shall:




     (A) to the extent reasonably requested, furnish to each Initial Purchaser, each
selling Holder and each underwriter, if any, in such substance and scope as they may
reasonably request and as are customarily made by issuers to underwriters in primary
underwritten offerings, upon the effectiveness of the Shelf Registration Statement:




     (1) a certificate, dated the date of effectiveness of the Shelf
Registration Statement signed by (y) the President or any Vice President and
(z) a principal financial or accounting officer of each of the Issuers and
the Guarantors, confirming, as of the date thereof, the matters set forth in
paragraphs (g) and (h) of Section 6 of the Purchase Agreement and such other
matters as such parties may reasonably request;




     (2) an opinion of counsel for the Issuers and the Guarantors, covering
substantially the subject matter of the opinion delivered pursuant



12









 







to Section 6(a) of the Purchase Agreement, dated the date of
effectiveness of the Shelf Registration Statement; and




     (3) a customary comfort letter, dated the date of effectiveness of the
Shelf Registration Statement, from the Issuers’ independent accountants, in
the customary form and covering matters of the type customarily requested to
be covered in comfort letters by underwriters in connection with primary
underwritten offerings, and covering or affirming the matters set forth in
the comfort letters delivered pursuant to Section 6(c) of the Purchase
Agreement;




     (B) set forth in full or incorporate by reference in the underwriting
agreement, if any, the indemnification provisions and procedures of Section 8 hereof
with respect to all parties to be indemnified pursuant to said Section; and




     (C) deliver such other documents and certificates as may be reasonably
requested by such parties and as are customarily delivered in similar offerings to
evidence compliance with Section 6(c)(x)(A) hereof and with any customary conditions
contained in the underwriting agreement or other agreement entered into by the
Issuers or any of the Guarantors pursuant to this Section 6(c)(x), if any.



     If at any time the representations and warranties of the Issuers and the Guarantors
contemplated by the certificate furnished pursuant to Section 6(c)(x)(A)(1) hereof cease to be true
and correct, the Issuers or the Guarantors shall so advise the Initial Purchasers and the
underwriter(s), if any, and each selling Holder promptly and, if requested by such Persons, shall
confirm such advice in writing;




     (xi) in the case of a Shelf Registration Statement, prior to any public offering of
Transfer Restricted Securities, use its commercially reasonable efforts to cooperate with
the selling Holders, the underwriter(s), if any, and their respective counsel in connection
with the registration and qualification of the Transfer Restricted Securities under the
state securities or blue sky laws of such jurisdictions as the selling Holders or
underwriter(s), if any, may reasonably request in writing by the time the Shelf Registration
Statement is declared effective by the Commission, and use its commercially reasonable
efforts to do any and all other acts or things necessary or advisable to enable the
disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf
Registration Statement; provided, however, that none of the Issuers nor the Guarantors shall
be required to register or qualify as a foreign corporation where it is not then so
qualified or to take any action that would subject it to the service of process in suits or
to taxation in any jurisdiction where it is not then so subject;




     (xii) issue, upon the request of any Holder of Transfer Restricted Securities covered
by the Exchange Offer Registration Statement, Exchange Securities having an aggregate
principal amount equal to the aggregate principal amount of Transfer Restricted Securities
surrendered to the Issuers by such Holder in exchange therefor or being sold by such Holder;
such Exchange Securities to be registered in the name of such



13









 







Holder or in the name of the purchaser(s) of such Securities, as the case may be; in
return, the Transfer Restricted Securities held by such Holder, if in certificated form,
shall be surrendered to the Issuers for cancellation;




     (xiii) cooperate with the selling Holders and the underwriter(s), if any, to facilitate
the timely preparation and delivery of certificates representing Transfer Restricted
Securities to be sold and not bearing any restrictive legends; and enable such Transfer
Restricted Securities to be in such denominations and registered in such names as the
Holders or the underwriter(s), if any, may request at least three Business Days prior to any
sale of Transfer Restricted Securities made by such Holders or underwriter(s);




     (xiv) use its commercially reasonable efforts to cause the Transfer Restricted
Securities covered by the Registration Statement to be registered with or approved by such
other governmental agencies or authorities as may be necessary to enable the seller or
sellers thereof or the underwriter(s), if any, to consummate the disposition of such
Transfer Restricted Securities, subject to the proviso contained in Section 6(c)(xi) hereof;




     (xv) if any fact or event contemplated by Section 6(c)(iii)(D) hereof shall exist or
have occurred, use its commercially reasonable efforts to prepare a supplement or
post-effective amendment to the Registration Statement or related Prospectus or any document
incorporated therein by reference or file any other required document so that, as thereafter
delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not
contain at the time of such delivery any untrue statement of any material fact or omit to
state any material fact necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading;




     (xvi) provide a CUSIP number for all Securities not later than the effective date of
the Registration Statement covering such Securities and provide the Trustee under the
Indenture with printed certificates for such Securities which are in a form eligible for
deposit with the Depository Trust Company and take all other action necessary to ensure that
all such Securities are eligible for deposit with the Depository Trust Company;




     (xvii) reasonably cooperate and assist in any filings required to be made with FINRA
and in the performance of any due diligence investigation by any underwriter (including any
“qualified independent underwriter”) that is required to be retained in accordance with the
rules and regulations of FINRA;




     (xviii) otherwise use its commercially reasonable efforts to comply in all material
respects with all applicable rules and regulations of the Commission, and make generally
available to its security holders, as soon as practicable, a consolidated earnings statement
meeting the requirements of Rule 158 under the Securities Act (which need not be audited)
for the twelve-month period (A) commencing at the end of any fiscal quarter in which
Transfer Restricted Securities are sold to underwriters in a firm commitment or best efforts
Underwritten Offering or (B) if not sold to underwriters in such an offering, beginning with
the first month of the Issuers’ first fiscal quarter commencing after the effective date of
the Registration Statement; provided that such requirement will be



14









 







deemed to be satisfied if the Issuers timely file complete and accurate information on
their Annual Report on Form 10-K and Quarterly Reports on Form 10-Q under the Exchange Act;




     (xix) cause the Indenture to be qualified under the Trust Indenture Act not later than
the effective date of the first Registration Statement required by this Agreement, and, in
connection therewith, cooperate with the Trustee and the Holders of Securities to effect
such changes to the Indenture as may be required for such Indenture to be so qualified in
accordance with the terms of the Trust Indenture Act; and to execute and use its
commercially reasonable efforts to cause the Trustee to execute, all documents that may be
required to effect such changes and all other forms and documents required to be filed with
the Commission to enable such Indenture to be so qualified in a timely manner; and




     (xx) in the case of a Shelf Registration Statement, cause all Securities covered by the
Registration Statement to be listed on each securities exchange or automated quotation
system on which similar securities issued by Issuers are then listed if reasonably requested
by the Holders of a majority in aggregate principal amount of Securities or the managing
underwriter(s), if any.



     Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any
notice from the Issuers of (i) the existence of any fact of the kind described in Section
6(c)(iii)(D) hereof or (ii) the commencement a Suspension Period, such Holder will forthwith
discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration
Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 6(c)(xv) hereof, or until it is advised in writing (the “Advice”) by the
Issuers that the use of the Prospectus may be resumed, and has received copies of any additional or
supplemental filings that are incorporated by reference in the Prospectus. If so directed by the
Issuers, each Holder will deliver to the Issuers (at the Issuers’ expense) all copies, other than
permanent file copies then in such Holder’s possession, of the Prospectus covering such Transfer
Restricted Securities that was current at the time of receipt of such notice. In the event the
Issuers shall give any such notice, the time period regarding the effectiveness of such
Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by the
number of days during the period from and including the date of the giving of such notice pursuant
to Section 6(c)(iii)(D) or Section 4(c), as the case may be, hereof to and including the date when
each selling Holder covered by such Registration Statement shall have received the copies of the
supplemented or amended Prospectus contemplated by Section 6(c)(xv) hereof or shall have received
the Advice.



     SECTION 7. Registration Expenses.



     (a) All expenses incident to the Issuers’ and the Guarantor’s performance of or compliance
with this Agreement will be borne by the Issuers and the Guarantors, jointly and severally,
regardless of whether a Registration Statement becomes effective, including, without limitation:
(i) all registration and filing fees and expenses (including filings made by any Initial Purchaser
or Holder with FINRA (and, if applicable, the fees and expenses of any “qualified independent
underwriter” and its counsel that may be required by the rules and regulations of



15









 




FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities
or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange
Securities to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery
services and telephone; (iv) all fees and disbursements of counsel for the Issuers and the
Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v)
all application and filing fees in connection with listing the Exchange Securities on a securities
exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and
disbursements of independent certified public accountants of the Issuers and the Guarantors
(including the expenses of any special audit and comfort letters required by or incident to such
performance).




     Each of the Issuers and the Guarantors will, in any event, bear its internal expenses
(including, without limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), the expenses of any annual audit and the fees and expenses of any
Person, including special experts, retained by the Issuers or the Guarantors.



     (b) In connection with any Shelf Registration Statement, the Issuers and the Guarantors,
jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted
Securities being registered pursuant to the Shelf Registration Statement, as applicable, for the
reasonable and documented fees and disbursements of not more than one counsel, who shall be Vinson
& Elkins L.L.P. or such other counsel as may be chosen by the Holders of a majority in principal
amount of the Transfer Restricted Securities for whose benefit such Shelf Registration Statement is
being prepared.



     Each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any,
relating to the sale or disposition of such Holder’s Transfer Restricted Securities pursuant to a
Shelf Registration Statement.



     SECTION 8. Indemnification.



     (a) The Issuers and the Guarantors, jointly and severally, agree to indemnify and hold
harmless (i) each Holder and (ii) each Person, if any, who controls (within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the Persons referred
to in this clause (ii) being hereinafter referred to as a “controlling person”) and (iii) the
officers, directors and employees of any Holder (any Person referred to in clause (i), (ii) or
(iii) may hereinafter be referred to as an “Indemnified Holder”) from and against any and all
losses, claims, damages, liabilities, judgments, actions and expenses (including, without
limitation, and as incurred, reimbursement of all reasonable costs of investigating, preparing,
pursuing, settling, compromising, paying or defending any claim or action, or any investigation or
proceeding by any governmental agency or body, commenced or threatened, including the reasonable
and documented out-of-pocket fees and expenses of outside counsel to any Indemnified Holder), joint
or several, directly or indirectly caused by, related to, based upon, arising out of or in
connection with any untrue statement or alleged untrue statement of a material fact contained in
any Registration Statement or Prospectus (or any amendment or supplement thereto), or any omission
or alleged omission to state therein a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were made, not
misleading; provided, however, that the indemnification



16









 




provided for in this Section 8 does not apply to any loss, claim, damage, liability or expense
to the extent arising out of an untrue statement or omission or alleged untrue statement or
omission that is made in reliance upon and in conformity with information furnished in writing to
the Issuers or Guarantors by any Holder or any underwriter, expressly for use therein. This
indemnity agreement shall be in addition to any liability which the Issuers or any of the
Guarantors may otherwise have.



In case any action or proceeding (including any governmental or regulatory investigation or
proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to
which indemnity may be sought against the Issuers or the Guarantors, such Indemnified Holder (or
the Indemnified Holder controlled by such controlling person) shall promptly notify the Issuers and
the Guarantors in writing; provided, however, that the failure to give such notice shall not
relieve any of the Issuers or the Guarantors of its obligations pursuant to this Agreement to the
extent it is not materially prejudiced as a result of such failure. If such Indemnified Holder is
entitled to indemnification under this Section 8 with respect to any action or proceeding brought
by a third party, the Issuers and the Guarantors shall be entitled to assume the defense of any
such action or proceeding with counsel reasonably satisfactory to such Indemnified Holder. Upon
assumption by the Issuers and the Guarantors of the defense of any such action or proceeding, such
Indemnified Holder shall have the right to participate in such action or proceeding and to retain
its own counsel but the Issuers and the Guarantors shall not be liable for any legal fees and
expenses of other counsel subsequently incurred by the Indemnified Holder in connection with the
defense thereof unless (i) the Issuers and the Guarantors have agreed to pay such fees and
expenses, (ii) the Issuers and the Guarantors shall have failed to employ counsel reasonably
satisfactory to such Indemnified Holder in a timely manner or (iii) such Indemnified Holder shall
have been advised by counsel that there are actual or potential conflicting interests between the
Issuers, the Guarantors and the Indemnified Holder, including situations in which there are one or
more legal defenses available to the Indemnified Holder that are inconsistent with or additional to
those available to the Issuers and the Guarantors; provided, however, that the Issuers and the
Guarantors shall not, in connection with any one such action or proceeding or separate but
substantially similar or related actions or proceedings arising out of the same general allegations
or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of
attorneys (in addition to any local counsel) at any time for such Indemnified Holders. The Issuers
and the Guarantors shall not consent to the terms of any compromise or settlement of any action
defended by the Issuers and the Guarantors in accordance with the foregoing without the prior
written consent of the Indemnified Holder unless such compromise or settlement (i) includes an
unconditional release of the Indemnified Holder from all liability arising out of such action,
claim, litigation or proceeding and (ii) does not include a statement as to or an admission of
fault, culpability or a failure to act by or on behalf of the Indemnified Holder. The Issuers and
the Guarantors shall not be required to indemnify the Indemnified Holders under this Section 8 for
any amount paid or payable by the Indemnified Holders in connection with the settlement of any
action, proceeding or investigation without the written consent of the Issuers and the Guarantors,
which consent shall not be unreasonably withheld.




     (b) Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to
indemnify and hold harmless the Issuers, the Guarantors and their respective directors, officers of
the Issuers and the Guarantors who sign a Registration Statement, and any Person controlling
(within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the



17









 




Issuers or any of the Guarantors, and the respective officers, directors and employees,
representatives and agents of each such Person, to the same extent as the foregoing indemnity from
the Issuers and the Guarantors to each of the Indemnified Holders, but only with respect to claims
and actions based on information furnished in writing by such Holder expressly for use in any
Registration Statement. In case any action or proceeding shall be brought against the Issuers, the
Guarantors or their respective directors or officers or any such controlling person in respect of
which indemnity may be sought against a Holder of Transfer Restricted Securities, such Holder shall
have the rights and duties given the Issuers and the Guarantors, and the Issuers, the Guarantors,
their respective directors and officers and any such controlling person shall have the rights and
duties given to each Holder by the preceding paragraph.




     (c) If the indemnification provided for in this Section 8 is unavailable to an indemnified
party under Section 8(a) or (b) hereof (other than by reason of exceptions provided in those
Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or expenses
referred to therein, then each applicable indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages, liabilities or expenses in such proportion as is
appropriate to reflect the relative benefits received by the Issuers and the Guarantors, on the one
hand, and the Holders, on the other hand, from the Initial Placement (which in the case of the
Issuers and the Guarantors shall be deemed to be equal to the total gross proceeds to the Issuers
and the Guarantors from the Initial Placement), the amount of Additional Interest which did not
become payable as a result of the filing of the Registration Statement resulting in such losses,
claims, damages, liabilities, judgments actions or expenses, and such Registration Statement, or if
such allocation is not permitted by applicable law, the relative fault of the Issuers and the
Guarantors, on the one hand, and the Holders, on the other hand, in connection with the statements
or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as
any other relevant equitable considerations. The relative fault of the Issuers, on the one hand,
and of the Indemnified Holder, on the other hand, shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the Issuers or any of
the Guarantors, on the one hand, or the Indemnified Holders, on the other hand, and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission. The amount paid or payable by a party as a result of the losses, claims,
damages, liabilities and expenses referred to above shall be deemed to include, subject to the
limitations set forth in the second paragraph of Section 8(a) hereof, any legal or other fees or
expenses reasonably incurred by such party in connection with investigating or defending any action
or claim.



     The Issuers, the Guarantors and each Holder of Transfer Restricted Securities agree that it
would not be just and equitable if contribution pursuant to this Section 8(c) were determined by
pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any
other method of allocation which does not take account of the equitable considerations referred to
in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages, liabilities or expenses referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the provisions of this



18









 




Section 8, none of the Holders (and the related Indemnified Holders) shall be required to
contribute, in the aggregate, any amount in excess of the amount by which the total discount
received by such Holder with respect to the Initial Securities exceeds the amount of any damages
which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to
contribute pursuant to this Section 8(c) are several in proportion to the respective principal
amount of Initial Securities held by each of the Holders hereunder and not joint.




     SECTION 9. Rule 144A.



     Each of the Issuers and the Guarantors hereby agrees with each Holder, for so long as any
Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial
owner of Transfer Restricted Securities in connection with any sale thereof and any prospective
purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the
information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such
Transfer Restricted Securities pursuant to Rule 144A under the Securities Act.



     SECTION 10. Participation in Underwritten Registrations.



     No Holder may participate in any Underwritten Registration hereunder unless such Holder (a)
agrees to sell such Holder’s Transfer Restricted Securities on the basis provided in any
underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements
and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities,
underwriting agreements, lock-up letters and other documents required under the terms of such
underwriting arrangements.



     SECTION 11. Selection of Underwriters.



     The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who
desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering. In any
such Underwritten Offering, the investment banker(s) and managing underwriter(s) that will
administer such offering will be selected by the Holders of a majority in aggregate principal
amount of the Transfer Restricted Securities included in such offering; provided, however, that
such investment banker(s) and managing underwriter(s) must be reasonably satisfactory to the
Issuers.



     SECTION 12. Miscellaneous.



     (a) Remedies. Each of the Issuers, the Guarantors and the Initial Purchasers hereby agrees
that monetary damages would not be adequate compensation for any loss incurred by reason of a
breach by it of the provisions of this Agreement and hereby agree to waive the defense in any
action for specific performance that a remedy at law would be adequate.



     (b) No Inconsistent Agreements. Each of the Issuers and the Guarantors will not on or after
the date of this Agreement enter into any agreement with respect to its securities that is
inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with



19









 




the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict
with and are not inconsistent with the rights granted to the holders of an Issuer’s or any of the
Guarantors’ securities under any agreement in effect on the date hereof.




     (c) Adjustments Affecting the Securities. The Issuers will not take any action, or permit any
change to occur, with respect to the Securities that would materially and adversely affect the
ability of the Holders to Consummate any Exchange Offer.



     (d) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to or departures from the provisions hereof may not be given
unless the Issuers have (i) in the case of Section 5 hereof and this Section 12(d)(i), obtained the
written consent of Holders of all outstanding Transfer Restricted Securities and (ii) in the case
of all other provisions hereof, obtained the written consent of Holders of a majority of the
outstanding principal amount of Transfer Restricted Securities (excluding any Transfer Restricted
Securities held by the Issuers or their respective Affiliates). Notwithstanding the foregoing, a
waiver or consent to departure from the provisions hereof that relates exclusively to the rights of
Holders whose securities are being tendered pursuant to the Exchange Offer and that does not affect
directly or indirectly the rights of other Holders whose securities are not being tendered pursuant
to such Exchange Offer may be given by the Holders of a majority of the outstanding principal
amount of Transfer Restricted Securities being tendered or registered; provided, however, that,
with respect to any matter that directly or indirectly affects the rights of any Initial Purchaser
hereunder, the Issuers shall obtain the written consent of each such Initial Purchaser with respect
to which such amendment, qualification, supplement, waiver, consent or departure is to be
effective.



     (e) Notices. All notices and other communications provided for or permitted hereunder shall
be made in writing by hand-delivery, first-class mail (registered or certified, return receipt
requested), telex, telecopier, or air courier guaranteeing overnight delivery:




     (i) if to a Holder, at the address set forth on the records of the Trustee under the
Indenture, with a copy to the Trustee under the Indenture; and




     (ii) if to the Issuers or the Guarantors:


Martin Midstream Partners L.P.

4200 Stone Road

Kilgore, Texas 75662

Attention: Robert D. Bondurant

Telephone: (903) 983-6200

Internet electronic mail: bob.bondurant@martinmlp.com





     (iii) with a copy to (which shall not constitute notice or service of process pursuant
to this Agreement):


Baker Botts L.L.P.

2001 Ross Avenue

Dallas, Texas 75201-2980





20









 







Facsimile: (214) 661-4954

Attention: Neel Lemon




     All such notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if
telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing
overnight delivery.



     Copies of all such notices, demands or other communications shall be concurrently delivered by
the Person giving the same to the Trustee at the address specified in the Indenture.



     (f) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon
the successors and assigns of each of the parties, including, without limitation, and without the
need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided,
however, that this Agreement shall not inure to the benefit of or be binding upon a successor or
assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted
Securities from such Holder. Nothing herein shall be deemed to permit any assignment, transfer or
other disposition of Transfer Restricted Securities in violation of the terms of the Purchase
Agreement or the Indenture.



     (g) Counterparts. This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same agreement.



     (h) Headings. The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning hereof.



     (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW RULES THEREOF.



     (j) Severability. In the event that any one or more of the provisions contained herein, or
the application thereof in any circumstance, is held invalid, illegal or unenforceable, the
validity, legality and enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired thereby.



     (k) Entire Agreement. This Agreement is intended by the parties as a final expression of
their agreement and intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained herein. There are
no restrictions, promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted by the Issuers with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and understandings between
the parties with respect to such subject matter.



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Execution version




     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 
	 	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	 
	 



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	 	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	 



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	 	WOODLAWN PIPELINE CO., INC.

 	 
	 	By:  	/s/
Robert D. Bondurant 	 
	 	 	Name:  	Robert D. Bondurant 	 
	 	 	Title:  	Executive
Vice President 	 
	 
	 	PRISM LIQUIDS PIPELINE LLC

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



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     The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date
first above written:



	 	 	 	 	 
	WELLS FARGO SECURITIES, LLC

RBC CAPITAL MARKETS CORPORATION

UBS SECURITIES LLC



Acting severally on behalf of themselves

and as representatives of the several Initial Purchasers



By: WELLS FARGO SECURITIES, LLC

 	 
	By:  	/s/
Kevin J. Scotto 	 
	 	Name:  	Kevin J. Scotto 	 
	 	Title:  	Vice President 	 
	 
	By: RBC CAPITAL MARKETS CORPORATION

 	 
	By:  	/s/
David Capaldi 	 
	 	Name:  	David Capaldi 	 
	 	Title:  	Managing Director 	 
	 
	By: UBS SECURITIES LLC

 	 
	By:  	/s/
Chris Juban 	 
	 	Name:  	Chris Juban 	 
	 	Title:  	Executive Director 	 
	 
	By:  	/s/
Asad Zafar 	 
	 	Name:  	Asad Zafar 	 
	 	Title:  	Associate Director 	 



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SCHEDULE A




Guarantors




MARTIN OPERATING GP LLC, a Delaware limited liability company

MARTIN OPERATING PARTNERSHIP L.P., a Delaware limited partnership

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

PRISM GAS SYSTEMS GP, L.L.C., a Texas limited liability company

PRISM GULF COAST SYSTEMS, L.L.C., a Texas limited liability company

MCLEOD GAS GATHERING AND PROCESSING COMPANY, L.L.C., a Louisiana limited liability company

WOODLAWN PIPELINE CO., INC., a Texas corporation

PRISM LIQUIDS PIPELINE LLC, a Texas limited liability company





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