exhibit103annexitonintha






                                                      Exhibit 10.3                       ANNEX I                                                    MARTIN OPERATING PARTNERSHIP L.P.,                     as the Borrower,          MARTIN MIDSTREAM PARTNERS L.P.,                      as a Guarantor,               ROYAL BANK OF CANADA,            as Administrative Agent, Collateral Agent                     and an L/C Issuer,               WELLS FARGO BANK, N.A.,             as Syndication Agent and an L/C Issuer,              ABN AMRO CAPITAL USA LLC,           REGIONS BANK OF AMERICA, N.A.,         CAPITAL ONE, NATIONAL ASSOCIATION,                       BBVA USA                          and              NATIXIS, NEW YORK BRANCH              as Co-Documentation AgentAgents,                          and                 The Lenders Party Hereto         _________________________________________                      $600,000,000                      $400,000,000  THIRD AMENDED AND RESTATED CREDIT AGREEMENT                 Dated as of March 28, 2013         _________________________________________             WELLS FARGO SECURITIES, LLC                          and                RBC CAPITAL MARKETS          as Joint Lead Arrangers and Joint Book Runners                          and              ABN AMRO CAPITAL USA LLC,                 BOFA SECURITIES, INC.,         CAPITAL ONE, NATIONAL ASSOCIATION,                       BBVA USA                          and              NATIXIS, NEW YORK BRANCH                   as Joint Lead Arrangers                                  





 






                            TABLE OF CONTENTS                                                                          Page No.   ARTICLE I      DEFINITIONS AND ACCOUNTING TERMS ...............................................1     Section 1.01 Defined Terms ...................................................................................................1     Section 1.02 Other Interpretive Provisions .......................................................................1936     Section 1.03 Accounting Terms ........................................................................................1937     Section 1.04 Rounding ......................................................................................................1937     Section 1.05 Other ............................................................................................................1937     Section 1.06 Uniform Commercial Code ..........................................................................1937     Section 1.07 Rates .................................................................................................................37     Section 1.08 Divisions ..........................................................................................................37   ARTICLE II     THE COMMITMENTS AND COMMITTED BORROWINGS ................1938     Section 2.01 Loans ............................................................................................................1938     Section 2.02 Committed Borrowings, Conversions and Continuations of Loans ............1939     Section 2.03 Prepayments .................................................................................................1940     Section 2.04 Reduction or Termination of Commitments ................................................1943     Section 2.05 Repayment of Loans ....................................................................................1943     Section 2.06 Interest..........................................................................................................1943     Section 2.07 Fees ..............................................................................................................1944     Section 2.08 Computation of Interest and Fees ................................................................1945     Section 2.09 Evidence of Debt..........................................................................................1945     Section 2.10 Payments Generally .....................................................................................1945     Section 2.11 Sharing of Payments ....................................................................................1947     Section 2.12 Priority of Hedging Obligations...................................................................1948     Section 2.13 Letters of Credit ...........................................................................................1948     Section 2.14 Increase in Aggregate Committed Sum .......................................................1956     Section 2.15 Defaulting Lenders.......................................................................................1957   ARTICLE III    TAXES, YIELD PROTECTION AND ILLEGALITY...............................1960     Section 3.01 Taxes ............................................................................................................1960     Section 3.02 Illegality .......................................................................................................1963     Section 3.03 Inability to Determine Rates ........................................................................1964     Section 3.04 Increased Cost ..............................................................................................1965     Section 3.05 Funding Losses ............................................................................................1966     Section 3.06 Matters Applicable to all Requests for Compensation ................................1967     Section 3.07 Replacement of Lenders ..............................................................................1967     Section 3.08 Survival ........................................................................................................1968   ARTICLE IV     CONDITIONS PRECEDENT TO COMMITTED BORROWINGS..........1968     Section 4.01 Conditions to Initial Credit Extension .........................................................1968     Section 4.02 Conditions to all Loans and L/C Credit Extension ......................................1971   ARTICLE V      REPRESENTATIONS AND WARRANTIES............................................1972     Section 5.01 Existence; Qualification and Power; Compliance with Laws ......................1972                                         i  





 






   Section 5.02 Authorization; No Contravention ................................................................1972     Section 5.03 Governmental Authorization .......................................................................1973     Section 5.04 Binding Effect ..............................................................................................1973     Section 5.05 Financial Statements; No Material Adverse Effect .....................................1973     Section 5.06 Litigation ......................................................................................................1973     Section 5.07 No Default ....................................................................................................1974     Section 5.08 Ownership of Property; Liens ......................................................................1974     Section 5.09 Environmental Compliance .........................................................................1974     Section 5.10 Insurance ......................................................................................................1974     Section 5.11 Taxes ............................................................................................................1974     Section 5.12 ERISA Compliance ......................................................................................1974     Section 5.13 Subsidiaries and other Investments ..............................................................1975     Section 5.14 Margin Regulations; Investment Company Act; Public Utility Holding                 Company Act; Use of Proceeds ...................................................................1976     Section 5.15 Disclosure ....................................................................................................1976     Section 5.16 Labor Matters ...............................................................................................1976     Section 5.17 Compliance with Laws ................................................................................1976     Section 5.18 Third Party Approvals..................................................................................1977     Section 5.19 Solvency .......................................................................................................1977     Section 5.20 Collateral ......................................................................................................1977     Section 5.21 Concerning the Vessels ................................................................................1977     Section 5.22 Intellectual Property; Licenses, etc ..............................................................1978     Section 5.23 OFAC ...........................................................................................................1978     Section 5.24 USA Patriot Act ...........................................................................................1979     Section 5.25 Money Laundering .......................................................................................1979     Section 5.26 Commodity Exchange Act ...........................................................................1979     Section 5.27 EEA Financial Institutions. ..........................................................................1979   ARTICLE VI     AFFIRMATIVE COVENANTS .................................................................1979     Section 6.01 Financial Statements ....................................................................................1979     Section 6.02 Certificates; Other Information ....................................................................1980     Section 6.03 Notices .........................................................................................................1981     Section 6.04 Payment of Obligations................................................................................1981     Section 6.05 Preservation of Existence, Etc .....................................................................1982     Section 6.06 Maintenance of Assets and Business ...........................................................1982     Section 6.07 Maintenance of Insurance ............................................................................1982     Section 6.08 Compliance with Laws and Contractual Obligations ..................................1982     Section 6.09 Books and Records ......................................................................................1983     Section 6.10 Inspection Rights .........................................................................................1983     Section 6.11 Compliance with ERISA..............................................................................1983     Section 6.12 Use of Proceeds............................................................................................1983     Section 6.13 Concerning the Vessels ................................................................................1983     Section 6.14 Guaranties and other Collateral Documents ................................................1984     Section 6.15 Company Identity.........................................................................................1984     Section 6.16 Further Assurances; Additional Collateral...................................................1985     Section 6.17 Designation and Conversion of Restricted and Unrestricted Subsidiaries ..1987     Section 6.18 Agreements Respecting Unrestricted Subsidiaries ......................................1988                                         ii  





 






ARTICLE VII    NEGATIVE COVENANTS ........................................................................1988     Section 7.01 Liens .............................................................................................................1988     Section 7.02 Investments and Acquisitions ......................................................................1990     Section 7.03 Hedging Agreements ...................................................................................1992     Section 7.04 Indebtedness .................................................................................................1992     Section 7.05 Fundamental Changes ..................................................................................1993     Section 7.06 Dispositions..................................................................................................1994     Section 7.07 Restricted Payments; Distributions and Redemptions .................................1995     Section 7.08 ERISA ..........................................................................................................1996     Section 7.09 Nature of Business .......................................................................................1996     Section 7.10 Transactions with Affiliates .........................................................................1996     Section 7.11 Burdensome Agreements .............................................................................1996     Section 7.12 Use of Proceeds............................................................................................1997     Section 7.13 Amendments to Organization Documents or Material Agreements ............1997     Section 7.14 Financial Covenants .....................................................................................1997     Section 7.15 Certain Matters Relating to Permitted Joint Ventures 19and                 Unrestricted Subsidiaries .................................................................................98     Section 7.16 Certain Payments of Indebtedness ...............................................................1998   ARTICLE VIII   EVENTS OF DEFAULT AND REMEDIES ..............................................1999     Section 8.01 Events of Default .........................................................................................1999     Section 8.02 Remedies Upon Event of Default ..............................................................19102     Section 8.03 Application of Proceeds of Collateral ........................................................19102   ARTICLE IX     AGENTS ....................................................................................................19103     Section 9.01 Appointment and Authorization of Administrative Agent and Collateral                 Agent; Lender Hedging Agreements .........................................................19103     Section 9.02 Delegation of Duties ..................................................................................19104     Section 9.03 Default........................................................................................................19105     Section 9.04 Liability of Administrative Agent ..............................................................19107     Section 9.05 Reliance by Administrative Agent .............................................................19107     Section 9.06 Notice of Default........................................................................................19108     Section 9.07 Credit Decision; Disclosure of Information by Administrative Agent ......19108     Section 9.08 Indemnification of Administrative Agent and the Collateral Agent ..........19109     Section 9.09 Administrative Agent and Collateral Agent in their Individual                 Capacities ...................................................................................................19110     Section 9.10 Successor Agents .......................................................................................19110     Section 9.11 Other Agents; Lead Managers ...................................................................19111   ARTICLE X      MISCELLANEOUS ..................................................................................19111     Section 10.01 Amendments, Release of Collateral, Etc ...................................................19111     Section 10.02 Notices and Other Communications; Facsimile Copies ............................19114     Section 10.03 No Waiver; Cumulative Remedies ............................................................19115     Section 10.04 Attorney Costs; Expenses ..........................................................................19116     Section 10.05 Indemnification ..........................................................................................19116     Section 10.06 Payments Set Aside....................................................................................19117     Section 10.07 Successors and Assigns..............................................................................19117                                         iii  





 






   Section 10.08 Confidentiality ...........................................................................................19122     Section 10.09 Set-off ........................................................................................................19123     Section 10.10 Interest Rate Limitation .............................................................................19123     Section 10.11 Counterparts ...............................................................................................19124     Section 10.12 Integration ..................................................................................................19124     Section 10.13 Survival of Representations and Warranties ..............................................19124     Section 10.14 Severability ................................................................................................19124     Section 10.15 Governing Law ..........................................................................................19124     Section 10.16 Waiver of Right to Trial by Jury, Etc ........................................................19125     Section 10.17 Master Consent to Assignment ..................................................................19126     Section 10.18 USA PATRIOT Act Notice .......................................................................19126     Section 10.19 Restatement of Existing Credit Agreement ...............................................19126     Section 10.20 Keepwell ....................................................................................................19127     Section 10.21 Entire Agreement .......................................................................................19127     Section 10.22 Acknowledgment and Consent to Bail-In of EEA Financial Institutions ..19127     Section 10.23 No Advisory or Fiduciary Responsibility ..................................................19128     Section 10.24 Acknowledgment Regarding Supported QFCs ..............................................128     SIGNATURES  ............................................................................................................................ S-1                                                                        iv  





 






                             EXHIBITS    Exhibit: Form of:      A-1      Committed Loan Notice  A-2      Conversion/Continuation Notice  B        Note  C        Compliance Certificate  D        Assignment and Assumption  E-1      Guaranty (Subsidiary)  E-2      Guaranty (MLP)  E-3      Guaranty (Borrower General Partner)  F-1      Borrower Security Agreement  F-2      MLP Security Agreement  F-3      Subsidiary Security Agreement  G        Master Consent to Assignment   HH-1     U.S. Tax Compliance CertificatesCertificate (Foreign Lenders that are not            Partnerships)   H-2      U.S. Tax Compliance Certificate (Foreign Participants that are not            Partnerships)   H-3      U.S. Tax Compliance Certificate (Foreign Participants that are Partnerships)   H-4      U.S. Tax Compliance Certificate (Foreign Lenders that are Partnerships)   I        Borrowing Base Certificate                                              SCHEDULES    1.01(a)  Applicable Rate[Revised per 8th Amend]   1.01(b)  Designated Martin Shareholders   1.01(c)  Material Agreements   2.01     Committed Sums[Revised per 8th Amend]   4.01     Post-Closing Items and Conditions   5.13     Subsidiaries and other Equity Investments   5.18     Certain Restrictions on Transfer   5.21     Vessels   6.16     Non-Pledgeable Assets   7.01     Existing Liens   7.04     Indebtedness on Closing Date   10.02    Addresses for Notices to Borrower, Guarantors, Administrative Agent, and            Collateral Agent                                                    v  





 






            THIRD AMENDED AND RESTATED CREDIT AGREEMENT         This THIRD AMENDED AND RESTATED CREDIT AGREEMENT is entered into as  of March 28, 2013, among MARTIN OPERATING PARTNERSHIP L.P., a Delaware limited  partnership (the “Borrower”), MARTIN MIDSTREAM PARTNERS L.P., a Delaware limited   partnership (the “MLP”), each lender from time to time party hereto (collectively, the “Lenders,”   and each individually, a “Lender”), and ROYAL BANK OF CANADA, a Canadian chartered   bank under and governed by the provisions of the Bank Act, being S.C. 1991, c.46, as   Administrative Agent and Collateral Agent.          The Borrower, the MLP, Royal Bank of Canada, as administrative agent and as a lender,   and certain other agents and lenders entered into that certain Credit Agreement dated as of   November 6, 2002 (as amended, the “Original Credit Agreement”).          The Original Credit Agreement was amended and restated by that certain Amended and   Restated Credit Agreement dated as of October 29, 2004, among the Borrower, the MLP, Royal   Bank of Canada, as administrative agent and as a lender, and certain other agents and lenders   parties thereto (as amended, the “Amended and Restated Credit Agreement”).          The Amended and Restated Credit Agreement was amended and restated by that certain   Second Amended and Restated Credit Agreement dated as of November 10, 2005, among the   Borrower, the MLP, Royal Bank of Canada, as administrative agent and as a lender, and certain   other agents and lenders parties thereto (as amended, the “Existing Credit Agreement”).          The Borrower has requested, and the Administrative Agent and the Lenders have agreed,   to amend and restate the Existing Credit Agreement and to refinance, rearrange, increase and   extend all of the obligations and indebtedness outstanding thereunder, all subject to the terms and   conditions set forth below.          In consideration of the mutual covenants and agreements herein contained, the parties   hereto covenant and agree as follows:                                     ARTICLE I                     DEFINITIONS AND ACCOUNTING TERMS          Section 1.01 Defined Terms.          As used in this Agreement, the following terms shall have the meanings set forth below:          “Acquisition” means any acquisition by a Loan Party of assets (other than (a) assets   acquired in the ordinary course of business in connection with or incidental to its then existing   businesses and operations, and (b) equity interests).  For the avoidance of doubt, the acquisition   of Vessels shall not be considered a transaction in the ordinary course of business.          “Acquisition Step-up Election” shall have the meaning set forth in Section 7.14(b)(iii).          “Act” has the meaning specified in Section 5.24.                                              





 






       “Additional Joint Lead Arrangers/Bookrunners” means, collectively, ABN AMRO   Capital USA LLC and Regions Capital Markets, a division of Regions Bank, as additional joint   lead arrangers and additional joint book runners., BofA Securities, Inc., Capital One, National   Association, Natixis, New York Branch and BBVA USA as of the Ninth Amendment Effective   Date.          “Administrative Agent” means Royal Bank in its capacity as administrative agent under   any of the Loan Documents, or any successor administrative agent.          “Administrative Agent’s Office” means the Administrative Agent’s address and, as   appropriate, account as set forth on Schedule 10.02, or such other address or account as the   Administrative Agent may from time to time notify the Borrower and the Lenders.          “Administrative Questionnaire” means an Administrative Questionnaire in a form   supplied by the Administrative Agent.          “Affiliate” means, as to any Person, any other Person directly or indirectly controlling,   controlled by, or under direct or indirect common control with, such Person.  A Person shall be   deemed to be controlled by any other Person if such other Person possesses, directly or   indirectly, power (a) to vote 10% or more of the securities (on a fully diluted basis) having  ordinary voting power for the election of directors, managing members, or managing general  partners, or (b) to direct or cause the direction of the management and policies of such Person  whether by contract or otherwise.          “Agent Parties” has the meaning set forth in Section 10.02(e)(ii).          “Agent-Related Persons” means the Administrative Agent, the Collateral Agent, and the   Arrangers (including any successor administrative agent and collateral agent), together with their   respective Affiliates (including, without limitation, Wells Fargo Bank, N.A.), and the officers,   directors, employees, agents and attorneys-in-fact of such Persons.          “Agent/Arranger Fee Letters” has the meaning specified in Section 2.07(b).          “Aggregate Commitments” has the meaning set forth in the definition of “Commitment”.          “Aggregate Committed Sum” means, on any date of determination, the sum of all   Committed Sums then in effect for all Lenders in respect of the Facility (as the same may have   been increased, reduced or canceled as provided in the Loan Documents).  The Aggregate   Committed Sum on the Eighth           Ninth   Amendment Effective Date is   $500,000,000.00400,000,000.          “Agreement” means this Third Amended and Restated Credit Agreement, as renewed,   extended, amended or restated from time to time.          “Amended and Restated Credit Agreement” has the meaning set forth in the recitals  hereof.                                              





 






       “Applicable Rate” means, on any date of determination, the percentages per annum set   forth on Schedule 1.01(a) hereto with respect to the Type of Credit Extension or commitment fee   that corresponds to the Leverage Ratio at such date of determination, as calculated based on the   quarterly Compliance Certificate most recently delivered pursuant to Section 6.02(a).          Any increase or decrease in the Applicable Rate resulting from a change in the Leverage   Ratio shall become effective as of the date of delivery of such Compliance Certificate pursuant   to Section 6.02(a); provided, however, that if no Compliance Certificate is delivered during a   fiscal quarter when due in accordance with such Section, then Pricing Level 6 shall apply until   the Borrower furnishes the required Compliance Certificate to the Administrative Agent.          The Applicable Rate in effect from the Eighth Ninth Amendment Effective Date through   the date of adjustment based on the Compliance Certificate delivered in connection with the   fiscal quarter ending ended in June of 2019 shall be Pricing Level 6.          “Approved Fund” means any Fund that is administered or managed by a Lender, an   Affiliate of a Lender, or an entity or an Affiliate of an entity that administers or manages a   Lender.          “Arrangers” means, collectively, Wells Fargo Securities, LLC, in its capacity as left lead   arranger and left book runner, and RBC Capital Markets, in its capacity as right lead arranger   and right book runner.          “Assignment and Assumption” means an assignment and assumption entered into by a  Lender and an Eligible Assignee (with the consent of any party whose consent is required by  Section 10.07) and accepted by the Administrative Agent, substantially in the form of Exhibit D   or any other form approved by the Administrative Agent.          “Attorney Costs” means and includes the fees and disbursements of any law firm or other   external counsel.          “Attributable Indebtedness” means, on any date, (a) in respect of any Capital Lease of   any Person, the capitalized amount thereof that would appear on a balance sheet of such Person   prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease   Obligation, the capitalized amount of the remaining lease payments under the relevant lease that   would appear on a balance sheet of such Person prepared as of such date in accordance with   GAAP if such lease were accounted for as a capital leaseCapital Lease.          “Authorizations” means all filings, recordings and registrations with, and all validations   or exemptions, approvals, orders, authorizations, consents, franchises, licenses, certificates and   permits from, any Governmental Authority.          “Availability Period” shall have the meaning set forth in Section 2.01(a).          “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the   applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.                                              





 






      “Bail-In Legislation” means, with respect to any EEA Member Country implementing  Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the  European Union, the implementing law for such EEA Member Country from time to time which  is described in the EU Bail-In Legislation Schedule.          “Bank Guaranties” means guaranties or other agreements or instruments serving a  similar function issued by a bank or other financial institution.         “Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a)  the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest per annum determined by the  Administrative Agent from time to time in its sole discretion as its prime commercial lending  rate for such day for United States Dollar loans made in the United States, and (c) the Eurodollar  Rate for an Interest Period of one month plus 1.00%, provided, that if the Eurodollar Rate shall  be less than zero, such rate shall be deemed to be zero.  The Administrative Agent’s prime  commercial lending rate is not necessarily the lowest rate that it is charging any corporate  customer.  Any change in such rate announced by the Administrative Agent shall take effect at  the opening of business on the day specified in the public announcement of such change.         “Base Rate Loan” means a Loan that bears interest based on the Base Rate.         “Beneficial Ownership Certification” means a certification regarding beneficial  ownership as required by the Beneficial Ownership Regulation, which certification shall be  substantially in the form of the Certification Regarding Beneficial Owners of Legal Entity  Customers published jointly, in May 2018, by the Loan Syndications and Trading Association  and Securities Industry and Financial Markets Association (and, in any case, shall be no more  burdensome on the Loan Parties).         “Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.         “BHC Act Affiliate” means, as to any Person, an “affiliate” (as such term is defined  under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such Person.         “Board” means the Board of Governors of the Federal Reserve System of the United  States of America.         “Borrower” has the meaning set forth in the introductory paragraph hereof.         “Borrower General Partner” means the general partner of the Borrower.  As of the  Closing Date, the general partner of the Borrower is Martin Operating GP LLC, a Delaware  limited liability company.         “Borrower Security Agreement” means the Third Amended and Restated Pledge and  Security Agreement executed by the Borrower, substantially in the form of Exhibit F-1, together  with all supplements, amendments and restatements thereof.         “Borrowing Base Certificate” means a certificate duly executed by a Responsible Officer  of the Borrower, substantially in the form of Exhibit I, prepared with respect to all Financed  Eligible Inventory owned by the Borrower and its Restricted Subsidiaries on each Inventory                                            





 






 Financing Sublimit Borrowing Base Date, (a) stating that the aggregate principal amount   outstanding uner under the Inventory Financing Sublimit Tranche, after giving effect to any   Inventory Financing Sublimit Borrowings made on or as of such Inventory Financing Sublimit   Borrowing Base Date (if any), and giving effect to any prepayment made or required to be made   contemporaneously with the delivery of such Borrowing Base Certificate pursuant to Section   2.03(f), does not exceed the lesser of (x) the Inventory Financing Sublimit Borrowing Base as of   such Inventory Financing Sublimit Borrowing Base Date and (y) Inventory Financing Sublimit   Availability as of such Inventory Financing Sublimit Borrowing Base Date, and (b) describing in   reasonable detail the volumes, locations, sale contracts, Sale Values, Swap Contracts, and   Hedged Values of the Financed Eligible Inventory.          “Building” has the meaning assigned in the applicable Flood Insurance Regulation.          “Business Day” means any day other than a Saturday, Sunday, or other day on which   commercial banks are authorized to close under the Laws of, or are in fact closed in, the State of   New York and, if such day relates to any Eurodollar Rate Loan, means any such day on which   dealings in Dollar deposits are conducted by and between banks in the applicable offshore Dollar   interbank market.          “Canadian Person” means a Person organized under the laws of Canada or a Canadian   province.          “Capital Expenditure” by a Person means an expenditure (determined in accordance   with GAAP) for any fixed asset owned by such Person for use in the operations of such Person   having a useful life of more than one year, or any improvements or additions thereto.  For the   avoidance of doubt, as used in this Agreement, the terms Capital Expenditure, capital   expenditure and expenditure shall not include expenditures for Acquisitions.          “Capital Lease” means any capital lease or sublease which should be capitalized on a  balance sheet in accordance with GAAP.  Notwithstanding anything contained in this Agreement   to the contrary, any lease (whether or not in existence on December 15, 2018) that would have   been considered an operating lease under the provisions of GAAP as in effect as of December   15, 2018 (and not as a capital or finance lease) regardless of any change in GAAP resulting from   FASB ASC 842 following December 15, 2018 that would otherwise require such lease to be re-  characterized (on a prospective or retroactive basis or otherwise) as a capital or finance lease,   shall be treated as an operating lease.          “Cardinal” means Cardinal Gas Storage Partners LLC, a Delaware limited liability   company.          “Cardinal Sale” means the Disposition of 100% of the equity interests of Cardinal   (including the Subsidiaries of Cardinal) or the Disposition by Cardinal, in one or more   transactions, of 100% of the equity interests of one or more of its Subsidiaries.           “Cardinal PSA” means one or more purchase and sale agreements (or other comparable   agreements) setting forth the terms and conditions of the Cardinal Sale and otherwise acceptable   to the Administrative Agent in its reasonable discretion.                                               





 






       “Caribbean Person” means a Person organized under the laws of a country located in the   Caribbean region.          “Cash Collateralize” means to pledge and deposit with or deliver to the Collateral Agent,   for the benefit of the applicable L/C Issuer Issuers and the Lenders, as collateral for the L/C   Obligations, cash and deposit account balances pursuant to documentation in form and substance   satisfactory to the Administrative Agent, the Collateral Agent and the such L/C Issuer (which   documents hereby are consented to by the Lenders). “Cash Collateral” shall have a meaning   correlative to the foregoing.          “Cash Equivalents” means:                (a)   United States Dollars;                (b)   direct general obligations, or obligations of, or obligations fully and   unconditionally guaranteed as to the timely payment of principal and interest by, the United   States or any agency or instrumentality thereof having remaining maturities of not more than   thirteen (13) months, but excluding any such securities whose terms do not provide for payment   of a fixed dollar amount upon maturity or call for redemptions;               (c)   certificates of deposit and eurodollar time deposits with maturities of  thirteen (13) months or less, bankers acceptances with maturities not exceeding one hundred   eighty (180) days, overnight bank deposits and other similar short term instruments, in each case   with any domestic commercial bank (i) having capital and surplus in excess of $250,000,000,   and (ii) (A) having a rating of at least “A2” by Moody’s and at least “A” by S&P, or (B) that is a   Lender not rated by Moody’s and/or S&P;                (d)   repurchase obligations with a term of not more than thirteen (13) months   for underlying securities of the types described in clauses (b) and (c) above entered into with any   financial institution meeting the qualifications in clause (c) above;                (e)   commercial paper (having original maturities of not more than two   hundred seventy (270) days) of any Person rated “P-1” or better by Moody’s or “A-1” or the  equivalent by S&P; and                (f)   money market mutual or similar funds having assets in excess of   $100,000,000, at least 95% of the assets of which are comprised of assets specified in clauses (a)   through (e) above.          “Casualty or Condemnation Disposition” has the meaning set forth in the definition of   “Disposition”.          “Change in Law” means (a) the adoption of any law, rule or regulation after the date of   this AgreementNinth Amendment Effective Date, (b) any change in any law, rule or regulation   or in the interpretation or application thereof by any Governmental Authority after the date of   this AgreementNinth Amendment Effective Date, or (c) compliance by any Lender or the an L/C   Issuer (or, for purposes of Section 3.04(b), by any lending office of such Lender or by such   Lender’s or the an L/C Issuer’s holding company, if any) with any request, guideline or directive                                             





 






 (whether or not having the force of law) of any Governmental Authority made or issued after the   date of this AgreementNinth Amendment Effective Date; provided, that notwithstanding   anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer  Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection  therewith, and (y) all requests, rules, guidelines or directives promulgated by the Bank for  International Settlements, the Basel Committee on Banking Supervision (or any successor or  similar authority) or the United States of America regulatory authorities, in each case pursuant to  Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted,   adopted or issued.          “Change of Control” means the occurrence of any one or more of the following:                (a)   any “Person” or “Group” (within the meaning of Sections 13(d) and 14(d)   under the Exchange Act) (other than the Permitted Holders) is or shall (i) be the “beneficial   owner” (as so defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act) of 50% or more on   a fully diluted basis of the voting and/or economic interest in Martin Resource’s capital stock or   other equity interests, or (ii) has obtained the power (whether or not exercised) to elect a majority   of Martin Resource’s directors;                (b)   Martin Resource’s board of directors ceases to consist of a majority of   Continuing Directors (with the term “Continuing Directors” meaning (iii) Martin Resource’s   directors on the Closing Date, and (iv) each other director if such other director’s nomination for   election to Martin Resource’s board of directors is recommended by a majority of then   Continuing Directors or is recommended by a committee of the board of directors, a majority of   which is comprised of then Continuing Directors);                (b)   (c)Martin Resource ceases to own and control of record, directly or   indirectly, a majority of the voting equity interests in the MLP General Partner;                (c)   (d)the MLP General Partner ceases to be the sole general partner of the   MLP; or                (d)   (e)the MLP ceases to own and control, beneficially and of record, directly   or indirectly, all equity interests in the Borrower or fails to control, directly or indirectly, the   management of the Borrower.          “Class” means, with respect to a Committed Loan, its character as a General Loan or an   Inventory Financing Loan.          “Closing Date” means March 28, 2013.          “Co-Documentation Agents” means, collectively, ABN AMRO Capital USA LLC and   Regions Bank as of the Fifth , Bank of America, N.A., Capital One, National Association,   Natixis, New York Branch and BBVA USA as of the Ninth Amendment Effective Date.          “Code” means the Internal Revenue Code of 1986.                                              





 






      “Collateral” means all property and interests in property and proceeds thereof now  owned or hereafter acquired by the MLP, the Borrower General Partner, the Borrower, the  Restricted Subsidiaries or any other Loan Party in or upon which a Lien now or hereafter exists  in favor of the Lenders, or the Collateral Agent on behalf of the Lenders (including stock and  other equity interests), whether under this Agreement, the Collateral Documents, or any other  document executed by any such Person and delivered to the Administrative Agent or the  Lenders.         “Collateral Agent” means Royal Bank, in its capacity as collateral agent under any of the  Loan Documents, or any successor collateral agent.         “Collateral Documents” means (a) each guaranty, pledge agreement, security agreement,  ship mortgage, fleet mortgage, mortgage, assignment, and all other security agreements, deeds of  trust, mortgages, chattel mortgages, assignments, pledges, guaranties, financing statements,  continuation statements, extension agreements and other similar agreements or instruments  executed by the Borrower, the MLP, the Borrower General Partner, any Guarantor or any of their  respective Restricted Subsidiaries for the benefit of the Lenders and the Lender Swap Parties  now, previously or hereafter delivered to the Lenders, the Administrative Agent or the Collateral  Agent pursuant to or in connection with the transactions contemplated hereby, and all financing  statements (or comparable documents now or hereafter filed in accordance with the U.C.C. or  comparable law) against the Borrower, the MLP, the MLP General Partner, any Guarantor or any  of their respective Restricted Subsidiaries, as debtor, in favor of the Lenders or the Collateral  Agent for the benefit of the Lenders and the Lender Swap Parties as secured party to secure or  guarantee the payment of any part of the Obligations or the performance of any other duties and  obligations of the Borrower under the Loan Documents, whenever made or delivered, and  (b) any confirmations, amendments, supplements, modifications, renewals, replacements,  consolidations, substitutions, restatements and extensions of any of the foregoing.         “Commercial Operation Date” means, with respect to any Material Project, the date  upon which such Material Project achieves commercial operation.         “Commitment” means, as to each Lender, its obligation (a) to make Committed Loans to  the Borrower pursuant to Section 2.01, in an amount at any one time outstanding not to exceed  its Committed Sum, and (b) to purchase participations in L/C Obligations pursuant to Section  2.13, in an aggregate principal amount at any one time outstanding not to exceed, when  aggregated with the Loans made pursuant to Section 2.01, its Committed Sum, in each case as  such amount may be increased, reduced or otherwise adjusted from time to time in accordance  with this Agreement (collectively, the “Aggregate Commitments”).         “Committed Borrowing” means a borrowing (including any Inventory Financing  Sublimit Borrowing) consisting of simultaneous Committed Loans of the same Type and having  the same Interest Period made by each of the Lenders pursuant to Section 2.01.         “Committed Loan” has the meaning specified in Section 2.01(a).         “Committed Loan Notice” means a notice of (a) a Committed Borrowing (including  Inventory Financing Sublimit Borrowing), (b) a conversion of Committed Loans from one Type                                            





 






 to the other, (c) a conversion of Committed Loans from one Class to the other or (d) a   continuation of Committed Loans as the same Type, pursuant to Section 2.02(a), which, if in   writing, shall be substantially in the form of Exhibit A-1 or A-2, as applicable.          “Committed Loan Notice (Financed Inventory)” means a Committed Loan Notice that   includes the information related to (i) the applicable Inventory Financing Sublimit Borrowing   required by Sections (c) and (d) of the form of Committed Loan Notice attached hereto as   Exhibit A-1 or (ii) the conversion of General Loans to Inventory Financing Loans required by   Section 5 of the form of Conversion/Continuation Notice attached hereto as Exhibit A-2.          “Committed Sum” means for any Lender, the amount stated beside such Lender’s name   on the most-recently amended Schedule 2.01 to this Agreement (which amount is subject to   increase, reduction, or cancellation in accordance with the Loan Documents).          “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.),   as amended from to time, and any successor statute, or any rule, regulation or order of the U.S.   Commodity Futures Trading Commission (or the application or official interpretation thereof).          “Communications” has the meaning set forth in Section 10.02(e).          “Company” and “Companies” means, on any date of determination thereof, the   Borrower, the other Loan Parties and the Unrestricted Subsidiaries.          “Compliance Certificate” means a certificate substantially in the form of Exhibit C.          “Connection Income Taxes” means Other Connection Taxes that are imposed on or   measured by net income (however denominated) or that are franchise Taxes or branch profits   Taxes.          “Consolidated EBITDA” means, for any period, for the MLP, the Borrower and the   Restricted Subsidiaries on a consolidated basis, an amount equal to the sum of (a) Consolidated   Net Income, (b) Consolidated Interest Charges, (c) the amount of taxes, based on or measured by   income, used or included in the determination of such Consolidated Net Income, (d) the amount   of depreciation, depletion and amortization expense deducted in determining such Consolidated   Net Income,  and (e) to the extent not included in Consolidated Net Income, cash interest   payments actually received by the Borrower in respect of subordinated Indebtedness owed by   MET and (f) other non-cash charges and expenses, including, without limitation, non-cash   charges and expenses relating to Swap Contracts or resulting from accounting convention   changes, of the MLP, the Borrower and the Restricted Subsidiaries on a consolidated basis.          “Consolidated Funded Debt” means, as of any date of determination, for the MLP, the  Borrower and the Restricted Subsidiaries on a consolidated basis, an amount equal to (x) the sum  of (a) the outstanding principal amount of all obligations and liabilities, whether current or long- term, for borrowed money (including Letters of Credit to the extent drawn and not reimbursed  pursuant to Section 2.13(c) and all other Obligations hereunder for borrowed money), (b)   Attributable Indebtedness with respect to Capital Leases, (c) Attributable Indebtedness with   respect to Synthetic Lease Obligations, and (d) without duplication, all Guaranty Obligations   with respect to Indebtedness of the type specified in clauses (a) through (c) above, minus (y) to                                             





 






 the extent included in clause (x) above, the aggregate principal amount of any outstanding   Inventory Financing Sublimit Borrowing; provided, that (i) notwithstanding the foregoing, at any   time following the Qualified Factoring Program Reclassification Date, principal or similar   amounts under any Permitted Factoring Transaction shall be included in Consolidated Funded   Debt for purposes of determining the Leverage Ratio and Senior Leverage Ratio and (ii) for   purpose of clause (y) above, the outstanding Inventory Financing Sublimit Borrowings on the   last day of each month shall be deemed to have been reduced by the Inventory Financing   Sublimit Prepayment Amount required to be made in the immediately succeeding calendar   month pursuant to Section 2.03(f).          “Consolidated Interest Charges” means, for any period, for the MLP, the Borrower and   the Restricted Subsidiaries on a consolidated basis, the sum of (a) the sum of all interest,   premium payments, fees, charges and related expenses of the MLP, the Borrower and the   Restricted Subsidiaries in connection with Indebtedness (including capitalized interest), in each   case to the extent treated as interest in accordance with GAAP, minus (b) the sum of all interest   income of the MLP, the Borrower and the Restricted Subsidiaries.          “Consolidated Net Income” means, for any period, for the MLP, the Borrower and the   Restricted Subsidiaries on a consolidated basis, the net income or net loss of the MLP, the   Borrower and the Restricted Subsidiaries from continuing operations, provided, that there shall   be excluded from such net income (to the extent otherwise included therein) (a) the income (or   loss) of any entity other than a Restricted Subsidiary in which the MLP, the Borrower or any   Restricted Subsidiary has an ownership interest, except to the extent that any such income has   been actually received by the MLP, the Borrower or such Restricted Subsidiary in the form of   cash dividends or similar cash distributions; provided that the total amount of such income (other   than such income actually received from West Texas LPG) that shall be included in the   calculation of Consolidated Net Income shall be limited to an amount equal to 25% of   Consolidated EBITDA (determined without including Material Project EBITDA Adjustments)   for such period, (b) net extraordinary gains and losses (other than, in the case of losses, losses  resulting from charges against net income to establish or increase reserves for potential  environmental liabilities and reserves for exposure under rate cases), (c) any gains or losses   attributable to non-cash write-ups or write-downs of assets, (d) proceeds of any insurance on  property, plant or equipment other than business interruption insurance, (e) any gain or loss, net  of taxes, on the sale, retirement or other disposition of assets (including the capital stock or other  equity ownership of any other person, but excluding the sale of inventories in the ordinary course  of business), and (f) the cumulative effect of a change in accounting principles and (g) any   expenses, fees or other payments incurred in connection with the Ninth Amendment and the   transactions contemplated thereby.          “Consolidated Net Tangible Assets” means, for any date of determination, the total   amount of consolidated assets of the MLP, the Borrower and the Restricted Subsidiaries after   deducting therefrom: (a) all current liabilities (excluding (i) any current liabilities that by their   terms are extendable or renewable at the option of the obligor thereon to a time more than 12   months after the time as of which the amount thereof is being computed, and (ii) current   maturities of long-term debt); and (b) the value (net of any applicable reserves) of all goodwill,   trade names, trademarks, patents and other intangible assets, all as set forth, or on a pro forma   basis would be set forth, on the consolidated balance sheet of the MLP, the Borrower and the                                             





 






 Restricted Subsidiaries for the most recently completed fiscal quarter, prepared in accordance   with GAAP.          “Consolidated Secured Funded Debt” means, as of any date of determination, for the   MLP, the Borrower and the Restricted Subsidiaries on a consolidated basis, Consolidated Funded   Debt that is secured by Liens on any asset of the MLP, the Borrower, any Restricted Subsidiary   or any other Loan Party.          “Contractual Obligation” means, as to any Person, any provision of any security issued   by such Person or of any agreement, instrument or other undertaking to which such Person is a   party or by which it or any of its property is bound.          “Covered Entity” means any of the following: (a) a “covered entity” as that term is   defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (b) a “covered bank” as   that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (c) a “covered   FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).          “Covered Party” has the meaning assigned to such term in Section 10.24.          “Credit Extension” means (a) a Committed Borrowing and (b) an L/C Credit Extension.          “Debtor Relief Laws” means the Bankruptcy Code of the United States of America, and   all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors,   moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief   Laws of the United States of America or other applicable jurisdictions from time to time in effect   and affecting the rights of creditors generally.          “Default” means any event that, with the giving of any notice, the passage of time, or   both, would be an Event of Default.          “Default Rate” means an interest rate equal to (a) the Base Rate plus (b) the Applicable  Rate, if any, applicable to Base Rate Loans, plus (c) 2% per annum; provided, however, that with  respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest  rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum, in  each case to the fullest extent permitted by applicable Laws.          “Default Right” has the meaning assigned to that term in, and shall be interpreted in   accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.          “Defaulting Lender” means, subject to Section 2.15(b), any Lender that (a) has failed to   (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were   required to be funded hereunder, or (ii) pay to the Administrative Agent, the any L/C Issuer or   any other Lender any other amount required to be paid by it hereunder (including in respect of its   participation in Letters of Credit) within two (2) Business Days of the date when due, (b) has   notified the Borrower, the Administrative Agent or the an L/C Issuer in writing that it does not   intend to comply with its funding obligations hereunder, or has made a public statement to that   effect, (c) has failed, within three (3) Business Days after written request by the Administrative   Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that                                             





 






 it will comply with its prospective funding obligations hereunder (provided, that such Lender   shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written   confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or   indirect parent company that has, (i) become the subject of a Bail-In Action, (ii) become the   subject of a proceeding under any Debtor Relief Law, or (iii) had appointed for it a receiver,   custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar   Person charged with reorganization or liquidation of its business or assets, including the Federal   Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a   capacity; provided, that a Lender shall not be a Defaulting Lender solely by virtue of the   ownership or acquisition of any equity interest in that Lender or any direct or indirect parent   thereof by a Governmental Authority so long as such ownership interest does not result in or   provide such Lender with immunity from the jurisdiction of courts within the United States or   from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or   such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or   agreements made with such Lender.  Any determination by the Administrative Agent that a   Lender is a Defaulting Lender under clauses (a) through (d) above shall be conclusive and   binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender   (subject to Section 2.15(b)) upon delivery of written notice of such determination to the   Borrower, the L/C Issuer Issuers and each Lender.           “Disposition” or “Dispose” means the sale, transfer, license or other disposition   (including any sale and leaseback transaction) of any property (including stock, partnership and   other equity interests) by any Person of property owned by such Person, including any sale,  assignment, transfer or other disposal (including any damage to, loss or destruction of any  property, or other event resulting in payments being made to a Person under an insurance policy  or as a result of any condemnation or Vessel requisition) (a “Casualty or Condemnation   Disposition”), with or without recourse, of any notes or accounts receivable or any rights and   claims associated therewith.  For the avoidance of doubt, the term “Disposition” shall not include   the issuance by a Person of its own equity interests.          “Disqualified Lender” means any Person that is (a) a competitor of the MLP or any of its   Subsidiaries identified from time to time in writing by the Borrower to the Administrative Agent   and the Lenders, (b) set forth in the list delivered by the Borrower to the Administrative Agent   and the Lenders, and approval by the Arrangers, prior to the Ninth Amendment Effective Date,   or (c) any Affiliate of any Person described in either of the immediately foregoing clauses (a)   and (b) that is reasonably identifiable solely on the basis of their name.          “Distribution Loan” means a Committed Loan which is made in whole or in part for the   purpose of paying a Quarterly Distribution or for the purpose of reimbursing the MLP General   Partner for the purchase price of partnership units purchased under the MLP’s long-term   incentive plan.          “Dollar” or “$” means lawful money of the United States of America.          “Domestic Person” means any corporation, general partnership, limited partnership or  limited liability company that is organized under the laws of the United States of America or any  state thereof or the District of Columbia.                                             





 






       “EDGAR” means the Electronic Data Gathering, Analysis, and Retrieval computer   system for the receipt, acceptance, review and dissemination of documents submitted to the SEC   in electronic format.          “EEA Financial Institution” means (a) any institution established in any EEA Member   Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity   established in an EEA Member Country which is a parent of an institution described in clause (a)   of this definition, or (c) any institution established in an EEA Member Country which is a   subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to   consolidated supervision with its parent.          “EEA Member Country” means any of the member states of the European Union,   Iceland, Liechtenstein, and Norway.          “EEA Resolution Authority” means any public administrative authority or any Person   entrusted with public administrative authority of any EEA Member Country (including any   delegee) having responsibility for the resolution of any EEA Financial Institution.          “Eighth Amendment” means that certain Eighth Amendment to Third Amended and   Restated Credit Agreement dated as of April 16, 2019, by and among the Borrower, the MLP,   the other Loan Parties party thereto, the Lenders party thereto, the Administrative Agent and the   Collateral Agent.          “Eighth Amendment Effective Date” means April 16, 2019.          “Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved   Fund, or (d) any other Person (other than a natural Person) approved by (i) the Administrative  Agent, (ii) the each L/C Issuer, and (iii) unless a Default or Event of Default shall have occurred   and is continuing, the Borrower (each such approval not to be unreasonably withheld or  delayed); provided, that notwithstanding the foregoing, “Eligible Assignee” shall not include the  Borrower, the MLP, any Martin Party or any of their respective Affiliates.          “Eligible Inventory” means Petroleum Products owned by the Borrower and its  Restricted Subsidiaries, specified by the Borrower as Eligible Inventory in the corresponding  Borrowing Base Certificate or Committed Loan Notice (Financed Inventory), as applicable,  which are the subject of either (x) sales contracts or (y) Swap Contracts (including over-the-  counter commodity contracts, futures contracts and physical forward sales contracts at fixed   prices); provided, that such Petroleum Products shall only constitute Eligible Inventory so long   as (a)(i) the Borrower or its Restricted Subsidiaries shall have lawful and absolute title thereto   (specifically excluding, however, tank bottoms and pipeline line fill of the Borrower and its   Restricted Subsidiaries classified as long-term assets), subject only to Permitted Eligible   Inventory Encumbrances and (ii) the Collateral Agent, for the benefit of the Lenders and the   Lender Swap Parties, shall have a first priority security interest with respect to such Petroleum   Products (subject only to Permitted Eligible Inventory Encumbrances), (b) the Collateral Agent,   for the benefit of the Lenders and the Lender Swap Parties, shall have a first priority security   interest (subject only to Permitted Eligible Inventory Encumbrances) with respect to such sales   contract or Swap Contracts, and (c) unless such requirement is waived by the Collateral Agent,                                             





 






 each applicable commodities intermediary in respect of any commodities account relating to any   Financed Eligible Inventory shall have executed and delivered an Inventory Financing Control  Agreement.          “Engagement Letter” has the meaning specified in Section 2.07(c).          “Environmental Law” means any applicable Law that relates to (a) the condition or   protection of air, groundwater, surface water, soil or other environmental media, (b) the   environment, including natural resources or any activity which affects the environment, (c) the   regulation of any pollutants, contaminants, wastes, substances and Hazardous Substances,   including, without limitation, the Comprehensive Environmental Response, Compensation, and   Liability Act (42 U.S.C. § 9601 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the   Federal Water Pollution Control Act, as amended by the Clean Water Act (33 U.S.C. § 1251 et   seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. § 136 et seq.), the   Emergency Planning and Community Right to Know Act of 1986 (42 U.S.C. § 11001 et seq.),   the Hazardous Materials Transportation Authorization Act (49 U.S.C. § 5101 et seq.), the   National Environmental Policy Act of 1969 (42 U.S.C. § 4321 et seq.), the Oil Pollution Act (33   U.S.C. § 2701 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.),   the Rivers and Harbors Act (33 U.S.C. § 401 et seq.), the Safe Drinking Water Act (42 U.S.C.   § 300f et seq.), the Solid Waste Disposal Act, as amended by the Resource Conservation and   Recovery Act of 1976 and the Hazardous and Solid Waste Amendments of 1984 (42 U.S.C.   § 6901 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), and analogous state   and local Laws, as any of the foregoing may have been and may be amended or supplemented   from time to time, and any analogous enacted or adopted Law, or (d) the Release or threatened   Release of Hazardous Substances.          “Equity Issuance” means the issuance of any class of equity interests by the MLP, other   than issuance of equity interests solely to or for the benefit of any directors or employees of a   Loan Party.          “ERISA” means the Employee Retirement Income Security Act of 1974 and any   regulations issued pursuant thereto.          “ERISA Affiliate” means any trade or business (whether or not incorporated) under   common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and   Sections 414(m) and (o) of the Code for purposes of provisions of this Agreement relating to   obligations imposed under Section 412 of the Code).          “ERISA Event” means (a) a Reportable Event with respect to a Pension Plan, (b) the   withdrawal of the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063   of ERISA during a plan year in which such entity was a substantial employer (as defined in   Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal   under Section 4062(e) of ERISA, or the receipt by the Borrower or any ERISA Affiliate of any   notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of   any notice, concerning the imposition of Withdrawal Liability or a determination that a   Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of   Title IV of ERISA, (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate                                             





 






 from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization, (d) the   filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under   Sections 4041 or 4041A of ERISA, (e) the institution by the PBGC of proceedings by the PBGC   to terminate a Pension Plan or Multiemployer Plan, (f) any event or condition which might   reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination   of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan, (g) the   determination that any Pension Plan is considered an at-risk plan or a plan in endangered or  critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304   and 305 of ERISA, or (h) the imposition of any liability under Title IV of ERISA, other than   PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or   any ERISA Affiliate.          “EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule   published by the Loan Market Association (or any successor Person), as in effect from time to   time.           “Eurodollar Rate” means , subject to the implementation of a Replacement Rate in   accordance with Section 3.03, for any Interest Period with respect to any Eurodollar Rate Loan:                (a)   the rate per annum equal to the rate determined by the Administrative   Agent to be the offered rate that appears on the page of the Reuters LIBOR01 screen (or any   successor thereto as may be selected by the Administrative Agent) as administered by the ICE   Benchmark Administration (or any successor or substitute administrator) for deposits in Dollars   with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m.   (London time) two (2) Business Days prior to the first day of such Interest Period, provided, that   if such rate shall be less than zero, such rate shall be deemed to be zero, or                (b)   if the rate referenced in the preceding clause  (a) is not available, the rate   per annum determined by the Administrative Agent as the rate of interest (expressed on a basis   of three hundred sixty (360) days) at which deposits in Dollars for delivery on the first day of   such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan   being made, continued or converted by the Administrative Agent and with a term comparable to   such Interest Period as would be offered by the Administrative Agent’s London Branch to major   banks in the offshore Dollar market at their request at approximately 11:00 a.m. (London time)   two (2) Business Days prior to the first day of such Interest Period. Notwithstanding the above,   provided(x) unless otherwise specified in a Replacement Rate Amendment entered into in   accordance with Section 3.03, that if such rate in the event a Replacement Rate with respect to   the Eurodollar Rate is implemented then all references herein to the Eurodollar Rate shall be   deemed references to such Replacement Rate and (y) if the Eurodollar Rate or any Replacement   Rate shall be less than zero at any time, such rate shall be deemed to be zero for purposes of this   Agreement.          “Eurodollar Rate Loan” means a Committed Loan that bears interest at a rate based on   the Eurodollar Rate.          “Event of Default” means any of the events or circumstances specified in Article VIII.                                              





 






       “Evergreen Letter of Credit” has the meaning specified in Section 2.13(b)(iii).          “Exchange Act” means the Securities Exchange Act of 1934, as amended.          “Excluded Swap Obligation” means, with respect to any Loan Party, any Swap   Obligation if, and to the extent that, all or a portion of the guaranty of such Loan Party of, the   grant by such Loan Party of a security interest or Lien to secure, or the provision of other support   of such Swap Obligation (or any guarantee or provision of other support thereof) is or becomes   illegal under the Commodity Exchange Act by virtue of such Loan Party’s failure for any reason   to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at the  time such guaranty, grant of security interest, Lien or provision of other support of such Swap  Obligation (or any guarantee or provision of other support thereof) becomes effective.  If a Swap  Obligation arises under a master agreement governing more than one Swap, such exclusion shall   apply only to the portion of such Swap Obligation that is attributable to Swaps for which such   guaranty, grant of security interest or Lien to secure or provision of other support is or becomes   illegal.          “Excluded Taxes” means any of the following Taxes imposed on or with respect to a   Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes   imposed on or measured by net income (however denominated), franchise Taxes, and branch   profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the   laws of, or having its principal office or, in the case of any Lender, its applicable lending office   located in, the jurisdiction imposing such Tax (or any political subdivision thereof), or (ii) that   are Other Connection Taxes; (b) in the case of a Lender, U.S. federal withholding Taxes imposed   on amounts payable to or for the account of such Lender with respect to an applicable interest in   a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires   such interest in the Loan or Commitment (other than pursuant to an assignment request by the   Borrower under Section 3.07), or (ii) such Lender changes its lending office, except in each case   to the extent that, pursuant to Section 3.01, amounts with respect to such Taxes were payable   either to such Lender's assignor immediately before such Lender became a party hereto or to   such Lender immediately before it changed its lending office; (c) Taxes attributable to such   Recipient’s failure to comply with Section 3.01(g); and (d) any U.S. federal withholding Taxes   imposed under FATCA.          “Existing Credit Agreement” has the meaning set forth in the recitals hereof.          “Existing Letters of Credit” means all Letters of Credit issued by Royal Bank under the   Existing Credit Agreement that are outstanding on the Closing Date.          “Facility” means the credit facility as described in and subject to the limitations set forth  in Section 2.01.          “Factoring Documents” means, collectively, any factoring agreement or accounts   receivable purchase agreement, service agreement and all other related documents and   instruments entered into among, or executed by, the Borrower or any of its Restricted   Subsidiaries, a Qualified Account Debtor and/or a Qualified Factor in connection with the   relevant Qualified Factoring Program, on terms and conditions generally consistent with similar                                             





 






 arrangements established by such Qualified Account Debtor for its other suppliers in the same or   similar business as the Borrower or its Restricted Subsidiaries, as applicable, under such   Qualified Factoring Program and otherwise satisfactory to the Administrative Agent in its   reasonable discretion.          “Factoring Transaction Assets” means, in connection with any Permitted Factoring   Transaction, Accounts owing by the applicable Qualified Account Debtor, together with all   proceeds thereof (including Proceeds) and all rights of the seller of such Accounts to enforce   such rights to reimbursement constituting such Accounts.          “FATCA” means Sections 1471 through 1474 of the Code as of the date of this   Agreement Ninth Amendment Effective Date (or any amended or successor version that is   substantively comparable and not materially more onerous to comply with), and any current or   future regulations or official interpretations thereof and any agreements entered into pursuant to   Section 1471(b)(1) of the Code.          “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted   average of the rates on overnight federal funds transactions with members of the Federal Reserve   System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank   on the Business Day next succeeding such day; provided, that (a) if such day is not a Business   Day, the Federal Funds Rate for such day shall be such rate on such transactions on the   immediately preceding Business Day as so published on the next succeeding Business Day, and   (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate   for such day shall be the average rate charged to Administrative Agent on such day on such   transactions as determined by the Administrative Agent.          “Fifth Amendment” means that certain Fifth Amendment to Third Amended and   Restated Credit Agreement dated as of April 27, 2016 by and among the Borrower, MLP, the   other Loan Parties party thereto, the Lenders party thereto, the Administrative Agent and the   Collateral Agent.          “Fifth Amendment Effective Date” means April 27, 2016.          “First Amendment” means that certain First Amendment to Third Amended and Restated  Credit Agreement dated as of July 12, 2013 by and among the Borrower, MLP, the other Loan  Parties party thereto, the Lenders party thereto, the Administrative Agent and the Collateral  Agent.          “Financed Eligible Inventory” means “Financed Eligible Inventory” means all Eligible   Inventory that the purchase or storage of which has been fully or partially financed (or deemed   financed) by Inventory Financing Loans.          “Fixed Assets” means the Vessels, real estate and all other fixed assets (as such term is  used in accordance with GAAP) owned by the MLP, the Borrower or any of the Restricted  Subsidiaries.         “Flood Insurance Regulations” means (a) the National Flood Insurance Act of 1968 as  now or hereafter in effect or any successor statute thereto, (b) the Flood Disaster protection Act                                            





 






 of 1973 as now or hereafter in effect or any successor statute thereto, (c) the National Flood   Insurance Reform Act of 1994 (amending 42 USC 4001, et seq.), as the same may be amended   or recodified from time to time, (d) the Flood Insurance Reform Act of 2004, and (e) any   regulations promulgated thereunder.          “Foreign Investments” means, without duplication, an Investment in a Canadian Person  that is not a Guarantor, acquisition and ownership of assets located in Canada that do not  constitute Collateral, an Investment in a Caribbean Person, and acquisition and ownership of  assets located in a Caribbean country.         “Foreign Lender” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S.  Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under  the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.         “Foreign Subsidiary” means a Subsidiary of the MLP or the Borrower that is not a  Domestic Person.         “Fourth Amendment” means that certain Fourth Amendment to Third Amended and  Restated Credit Agreement dated as of June 23, 2015 by and among the Borrower, MLP, the  other Loan Parties party thereto, the Lenders party thereto, the Administrative Agent and the  Collateral Agent.         “Fourth Amendment Effective Date” means June 23, 2015.          “Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to the   applicable L/C IssuerIssuers, such Defaulting Lender’s Pro Rata Share of all outstanding L/C   Obligations other than L/C Obligations as to which such Defaulting Lender’s participation   obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the   terms hereof.          “Fund” means any Person (other than a natural person) that is (or will be) engaged in  making, purchasing, holding or otherwise investing in commercial loans and similar extensions   of credit in the ordinary course of its business.          “GAAP” means generally accepted accounting principles set forth in the opinions and  pronouncements of the Accounting Principles Board and the American Institute of Certified  Public Accountants and statements and pronouncements of the Financial Accounting Standards  Board or such other principles as may be approved by a significant segment of the accounting  profession, that are applicable to the circumstances as of the date of determination, consistently  applied.  If at any time any change in GAAP would affect the computation of any financial ratio  or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders  shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good  faith to amend such ratio or requirement to preserve the original intent thereof in light of such  change in GAAP (subject to the approval of the Required Lenders); provided, that, until so  amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP   prior to such change therein, and (b) the Borrower shall provide to the Administrative Agent and   the Lenders financial statements and other documents required under this Agreement or as                                              





 






 reasonably requested hereunder setting forth a reconciliation between calculations of such ratio   or requirement made before and after giving effect to such change in GAAP.          “General Loans” means all Loans other than Inventory Financing Loans; provided, that   Inventory Financing Loans may be converted into General Loans in accordance with Section   2.03(f) and Section 2.02(a).          “Governmental Authority” means any nation or government, any state or other political   subdivision thereof, any agency, authority, instrumentality, regulatory body, court,   administrative tribunal, central bank or other legal entity exercising executive, legislative,   judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.         “Guarantor” means any Person that undertakes to be liable for all or any part of the  Obligations by execution of a Guaranty or otherwise.          “Guaranty” means a Guaranty now or hereafter made by any Guarantor in favor of the   Administrative Agent on behalf of the Lenders, substantially in the form of Exhibit E-1, E-2 or   E-3, together with all supplements thereto and amendments and restatements thereof.          “Guaranty Obligation” means, as to any Person, (a) any obligation, contingent or   otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any   Indebtedness or other payment obligation of another Person (the “primary obligor”) in any  manner, whether directly or indirectly, and including any obligation of such Person, direct or  indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such  Indebtedness or other payment obligation, (ii) to purchase or lease property, securities or services  for the purpose of assuring the obligee in respect of such Indebtedness or other payment  obligation of the payment of such Indebtedness or other payment obligation, (iii) to maintain   working capital, equity capital or any other financial statement condition or liquidity of the   primary obligor so as to enable the primary obligor to pay such Indebtedness or other payment   obligation, or (iv) entered into for the purpose of assuring in any other manner the obligees in  respect of such Indebtedness or other payment obligation of the payment thereof or to protect  such obligees against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of   such Person securing any Indebtedness or other payment obligation of any other Person, whether   or not such Indebtedness or other payment obligation is assumed by such Person; provided,   however, that the term “Guaranty Obligation” shall not include endorsements of instruments for   deposit or collection in the ordinary course of business.  The amount of any Guaranty Obligation   shall be deemed to be the lesser of (x) an amount equal to the stated or determinable outstanding   amount of the related primary obligation, and (y) the maximum amount for which such   guaranteeing Person may be liable pursuant to the terms of the instrument embodying such   Guaranty Obligation, unless the outstanding amount of such primary obligation and the   maximum amount for which such guarantying Person may be liable are not stated or   determinable, in which case the amount of such Guaranty Obligation shall be the maximum   reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in   good faith.          “Hazardous Substance” means any substance the Release or threatened Release of which   into the environment poses a threat to, or is regulated to protect, human health, safety, public                                             





 






 welfare or the environment, including, without limitation, (a) any “hazardous substance,”   “pollutant” or “contaminant,” and any “petroleum” or “natural gas liquids” as those terms are   defined or used under Section 101 of the Comprehensive Environmental Response,   Compensation and Liability Act of 1980, as amended (42 U.S.C. §§ 9601 et seq.), (b) “solid  waste” as defined by the federal Solid Waste Disposal Act (42 U.S.C. §§ 6901 et seq.),  (c) asbestos or a material containing asbestos, (d) any material that contains lead or lead-based  paint, (e) any item or equipment that contains or is contaminated by polychlorinated biphenyls,  (f) any radioactive material, (g) urea formaldehyde, (h) putrescible materials, (i) infectious  materials, (j) toxic microorganisms, including mold, or (k) any substance the presence or Release  of which requires reporting, investigation or remediation under any Environmental Law.         “Hedged Value” means, as to Financed Eligible Inventory that is not subject to sales  contracts, an amount equal to the volumes of such Financed Eligible Inventory multiplied by the  prices fixed with respect thereto in the corresponding Swap Contracts.          “Honor Date” has the meaning set forth in Section 2.13(c)(i).          “Increase Effective Date” has the meaning set forth in Section 2.14(b).          “Indebtedness” means, as to any Person at a particular time, all of the following:                (a)   all obligations of such Person for borrowed money and all obligations of   such Person evidenced by bonds, debentures, notes, loan agreements or other similar   instruments;                (b)   the face amount of all letters of credit (including standby and commercial),   banker’s acceptances, Bank Guaranties, surety bonds and similar instruments issued for the   account of such Person, and, without duplication, all drafts drawn and unpaid thereunder;                (c)   net obligations under any Swap Contract in an amount equal to (i) if such   Swap Contract has been closed out, the termination value thereof, or (ii) if such Swap Contract   has not been closed out, the marked-to-market value thereof determined on the basis of readily   available quotations provided by any recognized dealer in such Swap Contract;                (d)   whether or not so included as liabilities in accordance with GAAP, all   obligations of such Person to pay the deferred purchase price of property or services, other than   trade accounts payable in the ordinary course of business not overdue by more than sixty   (60) days, and indebtedness (excluding prepaid interest thereon) secured by a Lien on property   owned or being purchased by such Person (including indebtedness arising under conditional   sales or other title retention agreements), whether or not such indebtedness shall have been   assumed by such Person or is limited in recourse, but if such indebtedness is not assumed or is   limited recourse to such Person, the amount of such indebtedness shall be the least of (i) the   amount of recourse to such Person, (ii) the amount of such indebtedness and (iii) the fair market   value of the assets of such Person securing such indebtedness;                (e)   Capital Leases and Synthetic Lease Obligations;                (f)   Off-Balance Sheet Indebtedness; and                                             





 






             (g)   all Guaranty Obligations of such Person in respect of any of the foregoing.         For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of  any partnership or joint venture in which such Person is a general partner, unless such  Indebtedness is expressly made non-recourse to such Person (except for customary exceptions  acceptable to the Required Lenders).  The amount of any Capital Lease or Synthetic Lease  Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in  respect thereof as of such date.          “Indemnified Liabilities” has the meaning set forth in Section 10.05.          “Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with   respect to any payment made by or on account of any obligation of the Borrower under any Loan   Document, and (b) to the extent not otherwise described in clause (a), Other Taxes.          “Indemnitees” has the meaning set forth in Section 10.05.          “Initial Financial Statements” means the consolidated balance sheet of the MLP, the  Borrower and the Subsidiaries as at December 31, 2012, and the related statements of income  and cash flows for such fiscal quarter and for the portion of the MLP’s fiscal year then ended.          “Initial Quarter” has the meaning set forth in the definition of “Material Project   EBITDA Adjustment.”          “Initial WTP Investment” means the total consideration provided (including, without   limitation, any earn out obligations, purchase price adjustments or future payment obligations)   for the initial investment by the Borrower or the applicable Loan Party in West Texas LPG   pursuant to the WTP Documents.          “Interest Coverage Ratio” means, as of any date of determination, the ratio of   (a) Consolidated EBITDA for the period of the four prior fiscal quarters ending on such date, to   (b) the sum of (i) Consolidated Interest Charges paid in cash during such period, and (ii) imputed   interest charges on Synthetic Leases Lease Obligations of the MLP, the Borrower and the   Restricted Subsidiaries during such period.          “Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the last   day of each Interest Period applicable to such Loan; provided, however, that if any Interest   Period for a Eurodollar Rate Loan exceeds three (3) months, the respective dates that fall every   three (3) months after the beginning of such Interest Period shall also be Interest Payment Dates,   and (b) as to any Base Rate Loan, the last Business Day of each March, June, September and   December and the Maturity Date.          “Interest Period” means, as to each Eurodollar Rate Loan, the period commencing on the   date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate   Loan and ending on the date one (1), two (2), three (3), six (6), or, with the consent of each   Lender, twelve (12) months thereafter, as selected by the Borrower in its Committed Loan   Notice; provided, that:                                              





 






             (a)   any Interest Period that would otherwise end on a day that is not a   Business Day shall be extended to the next succeeding Business Day unless, in the case of a   Eurodollar Rate Loan, such Business Day falls in another calendar month, in which case such   Interest Period shall end on the next preceding Business Day;                (b)   any Interest Period pertaining to a Eurodollar Rate Loan that begins on the   last Business Day of a calendar month (or on a day for which there is no numerically   corresponding day in the calendar month at the end of such Interest Period) shall end on the last   Business Day of the calendar month at the end of such Interest Period; and                (c)   no Interest Period shall extend beyond the Maturity Date.          “Inventory Financing Control Agreement” means an agreement that perfects by control   the Lien in favor of the Collateral Agent for the benefit of the Lenders and the Lender Swap   Parties in respect of one or more commodities accounts, as required in connection with the   Inventory Financing Sublimit Tranche.          “Inventory Financing Loan” means all Loans outstanding under the Inventory Financing   Sublimit Tranche; provided, that General Loans may be converted into Inventory Financing   Loans in accordance with Section 2.02(a).           “Inventory Financing Sublimit Availability” means at any time, the lowest of (a) the   then Aggregate Committed Sums, (b) $75,000,000 50,000,000 and (c) solely with respect to the   period between January 1 to March 1 to June 30 31 of each year, $10,000,000. The Inventory   Financing Sublimit Tranche is part of, and not in addition to, the Aggregate Committed Sum.          “Inventory Financing Sublimit Borrowing” means a Committed Borrowing under the   Inventory Financing Sublimit Tranche.          “Inventory Financing Sublimit Borrowing Base” means, as determined upon the  delivery of each Borrowing Base Certificate delivered pursuant to Section 6.01(c), as of the  Inventory Financing Sublimit Borrowing Base Date specified therein, the amount equal to the  product of (a) 90% and (b) an amount equal to the sum of (in each case, as determined as of such  Inventory Financing Sublimit Borrowing Base Date) (i) the Sale Value of Financed Eligible  Inventory that is subject to sales contracts, plus (ii) the Hedged Value of Financed Eligible  Inventory that is not subject to sales contracts, minus (iii) all storage, transportation and other  applicable costs related to such Financed Eligible Inventory as reasonably estimated by the  Borrower.         “Inventory Financing Sublimit Borrowing Base Date” means the last day of each   calendar month.          “Inventory Financing Sublimit Tranche” has the meaning set forth in Section 2.01(c).           “Inventory Financing Sublimit Prepayment Amount” has the meaning set forth in   Section 2.03(f).          “Inventory Financing Sublimit Tranche” has the meaning set forth in Section 2.01(c).                                             





 






       “Investment” means, as to any Person, any investment by such Person, whether by means   of (a) the purchase or other acquisition of capital stock or other securities of another Person, or   (b) a loan, advance or capital contribution to, guaranty of debt of, or purchase or other   acquisition of any other debt or equity participation or interest in, another Person, including any   partnership or joint venture interest in such other Person.  For purposes of covenant compliance,   the amount of any Investment shall be the amount actually invested, without adjustment for   subsequent increases or decreases in the value of such Investment, less all returns of principal or   equity thereon, and shall, if made by the transfer or exchange of property other than cash be   deemed to have been made in an amount equal to the fair market value of such property.          “IRS” means the United States Internal Revenue Service.          “L/C Advance” means, with respect to each Lender, such Lender’s participation in any   L/C Borrowing in accordance with its Pro Rata Share.          “L/C Borrowing” means an extension of credit resulting from a drawing under any Letter   of Credit which has not been reimbursed on the date when made or refinanced as a Committed   Borrowing.          “L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof   or extension of the expiry date thereof, or the renewal or increase of the amount thereof.          “L/C Issuer” means any affiliate, unit or agency of Royal Bank , Natixis, New York   Branch or Wells Fargo Bank, N.A. or any other Lender which has agreed to issue one or more   Letters of Credit at the request of the Borrower with the consent of the Administrative Agent   (which approval shall not be unreasonably withheld).          “L/C Obligations” means, as at any date of determination, the aggregate undrawn face   amount of all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts,   including all L/C Borrowings.          “Laws” means, collectively, all applicable international, foreign, federal, state and local   statutes, treaties, rules, regulations, ordinances, codes and administrative or judicial precedents or   authorities, including the interpretation or administration thereof by any Governmental Authority   charged with the enforcement, interpretation or administration thereof, and all applicable   administrative orders, licenses, authorizations and permits of, any Governmental Authority.          “Lender” has the meaning specified in the introductory paragraph hereof and includes, as   the context requires, the L/C IssuerIssuers.          “Lender Counterparties” has the meaning set forth in Section 10.01(e).          “Lender Hedging Agreement” means a Swap Contract between a Loan Party and a  Lender Swap Party.         “Lender Swap Party” means any Person that, at the time it enters into a Swap Contract  with any Loan Party, is a Lender or an Affiliate of a Lender.  In no event shall any Lender Swap  Party acting in such capacity be deemed a Lender for purposes hereof to the extent of and as to                                            





 






 obligations under Lender Hedging Agreements.  In no event shall the approval of any such   Person in its capacity as Lender Swap Party be required in connection with the release or   termination of any security interest or Lien of the Administrative Agent or the Collateral Agent.    For the avoidance of doubt, “Lender Swap Party” shall not include any Participant of a Lender  pursuant to Section 10.07(d) other than to the extent that such Participant is otherwise a Lender   or an Affiliate of a Lender.          “Lending Office” means, as to any Lender, the office or offices of such Lender set forth   on its Administrative Questionnaire, or such other office or offices as a Lender may from time to   time notify the Borrower and the Administrative Agent.          “Letter of Credit” means any standby letter of credit issued hereunder, and shall include   all Existing Letters of Credit.          “Letter of Credit Application” means an application and agreement for the issuance or   amendment of a letter of credit in the form from time to time in use by the an L/C Issuer.          “Letter of Credit Expiration Date” means the day that is five (5) Business Days prior to   the Maturity Date (or, if such day is not a Business Day, the next preceding Business Day).          “Letter of Credit Sublimit” means an amount equal to the lesser of (a) the Aggregate   Committed Sum, and (b) $50,000,000.  The Letter of Credit Sublimit is part of, and not in   addition to, the Aggregate Committed Sum.          “Leverage Ratio” means the ratio of (a) Consolidated Funded Debt as of the   determination date, to (b) Consolidated EBITDA for the period of the four fiscal quarters ending   on such date.          “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement,   encumbrance, lien (statutory or other), charge, preference, priority or other security interest or   preferential arrangement of any kind or nature whatsoever to secure or provide for payment of   any obligation of any Person (including any conditional sale or other title retention agreement,   any financing lease having substantially the same economic effect as any of the foregoing, and   any lien able to be perfected by the filing of any financing statement under the U.C.C. or   comparable Laws of any jurisdiction), including the interest of a purchaser of accounts   receivable.          “Limited Partnership Agreement (Borrower)” means the Amended and Restated   Agreement of Limited Partnership of Martin Operating Partnership L.P. dated as of November 6,   2002, as the same may be amended, restated or otherwise modified in accordance with Section   7.13.          “Limited Partnership Agreement (MLP)” means the Second Amended and Restated   Agreement of Limited Partnership of Martin Midstream Partners L.P. dated as of November 25,   2009, as amended by that certain Amendment No. 1 to Second Amended and Restated   Agreement of Limited Partnership of Martin Midstream Partners L.P. dated January 5, 2011 and   that certain Amendment No. 2  to Second Amended and Restated Agreement of Limited                                              





 






 Partnership of Martin Midstream Partners L.P. dated January 31, 2011, as the same may be   further amended, restated or otherwise modified in accordance with Section 7.13.          “Loan” means an extension of credit by a Lender to the Borrower pursuant to Section   2.01.          “Loan Documents”  means this Agreement, the First Amendment, the Second   Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth   Amendment, the Seventh Amendment, the Eighth Amendment, the Ninth Amendment, each   Note, the Master Consent to Assignment, each of the Collateral Documents, the Agent/Arranger   Fee Letters, the Engagement Letter, each Committed Loan Notice, each Compliance Certificate,   the Guaranties, each Letter of Credit Application and each other agreement, document or   instrument executed and delivered by a Loan Party from time to time in connection with this   Agreement and the Notes.          “Loan Parties” means, collectively, the Borrower and each Guarantor.          “Manufactured (Mobile) Home” has the meaning assigned in the applicable Flood   Insurance Regulation.         “Martin ESOP Trust” means the trust established on October 2, 2012, to hold common   and preferred shares of Martin Resource for the benefit of the Martin Resource Employee Stock  Ownership Plan.         “Martin Party” means Martin Resource or any Subsidiary of Martin Resource, other than  the MLP General Partner, the MLP, the Borrower General Partner, the Borrower and their   respective Subsidiaries.          “Martin Resource” means Martin Resource Management Corporation, a Texas   corporation.          “Master Consent to Assignment” means the Master Consent to Assignment, substantially   in the form of Exhibit G.          “Material Adverse Effect” means (a) a material adverse change in, or a material adverse   effect upon, the operations, business, assets, liabilities (actual or contingent) or condition   (financial or otherwise) of the Borrower and its Restricted Subsidiaries taken as a whole or the   MLP, the Borrower and the Restricted Subsidiaries taken as a whole, (b) a material adverse   effect on the ability of the Borrower or the MLP to perform its obligations under the Loan   Documents to which it is a party, (c) a material adverse effect upon the legality, validity, binding   effect or enforceability against the Borrower, the MLP, or any other Loan Party of any Loan   Document, or (d) a material adverse effect on the ability of the Administrative Agent, the   Collateral Agent or the Lenders to enforce its or their remedies under any Loan Document.          “Material Agreements” means (a) the agreements set forth on Schedule 1.04(c1.01(c)   hereto, and (b) any other contract material to the business of the MLP or the Borrower to which   the Borrower or any other Loan Party is a party if the termination of such contract could be   reasonably expected to have a Material Adverse Effect.                                             





 






       “Material Project” means any capital project of the Borrower or any of its Restricted  Subsidiaries, the aggregate capital cost of which (inclusive of capital costs expended prior to the  acquisition thereof) is reasonably expected by the Borrower to exceed, or exceeds, $10,000,000.         “Material Project EBITDA Adjustment” means, with respect to the construction or  expansion of any Material Project:               (a)   prior to the Commercial Operation Date (but including the fiscal quarter in  which such Commercial Operation Date occurs), a percentage (based on the then-current   completion percentage of such Material Project as of the date of determination) of an amount to   be approved by the Arrangers as the projected Consolidated EBITDA attributable to such   Material Project for the first twelve (12)-month period following the scheduled Commercial   Operation Date (such amount to be determined based upon projected revenues from binding   customer contracts, projected revenues that are determined by the Arrangers, in their discretion,   to otherwise be highly probable, the creditworthiness of the prospective customers, capital and   other costs, operating and administrative expenses, the scheduled Commercial Operation Date,   commodity price assumptions and other factors deemed appropriate by the Arrangers), which   may, at the Borrower’s option, be added to actual Consolidated EBITDA for the fiscal quarter in   which construction or expansion of such Material Project commences and for each fiscal quarter   thereafter until the Commercial Operation Date (including the fiscal quarter in which such   Commercial Operation Date occurs, but net of any actual Consolidated EBITDA attributable to   such Material Project following such Commercial Operation Date); provided, that if the actual   Commercial Operation Date does not occur by the scheduled Commercial Operation Date, then  the foregoing amount shall be reduced, for quarters ending after the scheduled Commercial  Operation Date to (but excluding) the first full quarter after the actual Commercial Operation   Date, by the following percentage amounts depending on the period of delay (based on the   period of actual delay or then-estimated delay, whichever is longer): (i) longer than ninety (90)   days but not more than one hundred eighty (180) days, 25%, (ii) longer than one hundred eighty   (180) days but not more than two hundred seventy (270) days, 50%, and (iii) longer than two   hundred seventy (270) days, 100%; and                (b)   beginning with the first full fiscal quarter following the Commercial   Operation Date and for the balance of the remaining fiscal quarters in the fiscal year following   such date, an amount equal to the projected Consolidated EBITDA attributable to such Material   Project for the balance of such remaining fiscal quarters (but net of any actual Consolidated   EBITDA attributable to such Material Project).          Notwithstanding the foregoing:                (x)   no such Material Project EBITDA Adjustment shall be allowed with         respect to any Material Project unless:                      (i)   at least thirty (30) days (or such lesser period as is reasonably         acceptable to the Arrangers) prior to the last day of the fiscal quarter for which the         Borrower desires to commence inclusion of such Material Project EBITDA Adjustment         in Consolidated EBITDA with respect to a Material Project (the “Initial Quarter”), the                                              





 






       Borrower shall have delivered to the Administrative Agent written pro forma projections         of Consolidated EBITDA attributable to such Material Project; and                      (ii)  prior to the last day of the Initial Quarter, the Arrangers shall have         approved such projections and shall have received such other information and         documentation as the Arrangers may reasonably request, all in form and substance         satisfactory to the Arrangers; and                (y)   the aggregate amount of all Material Project EBITDA Adjustments during         any period shall be limited to 20% of Consolidated EBITDA (determined without         including Material Project EBITDA Adjustments) for such period.          “Maturity Date” means (a) the Stated Maturity Date, or (b) such earlier effective date of   any other termination, cancellation or acceleration of all Commitments under this Agreement.          “Maximum Amount” and “Maximum Rate” respectively mean, for each Lender, the   maximum non-usurious amount and the maximum non-usurious rate of interest which, under   applicable Law, such Lender is permitted to contract for, charge, take, reserve, or receive on the   Obligations.          “MET” means Martin Energy Trading LLC, a Texas limited liability company.          “Midstream Business” means (a) terminalling and storage services for petroleum  products and by-products, (b) natural gas gathering, processing, storage and LPG and natural gas  distribution, (c) marine transportation services for petroleum products and by-products, (d) sulfur  gathering, processing and distribution, (e) fertilizer manufacturing and marketing, and (f) other  businesses reasonably related or complementary to the foregoing clauses (a) through (e).          “MLP” has the meaning set forth in the introductory paragraph hereof.          “MLP Common Unit Redemption” has the meaning set forth in Section 7.07(e).          “MLP General Partner” means the general partner of the MLP.  As of the Closing Date,   the general partner of the MLP is Martin Midstream GP LLC, a Delaware limited liability   company.          “MLP Security Agreement” means the Third Amended and Restated Pledge and Security  Agreement executed by the MLP substantially in the form of Exhibit F-2, together with all   supplements, amendments and restatements thereof.          “MLP Senior Notes” means (i) the 7.250% Senior Notes due 2021 issued by the MLP  and Martin Midstream Finance Corp. and (ii) any other unsecured Indebtedness of the MLP,  Martin Midstream Finance Corp., the Borrower and the Guarantors permitted to be incurred  under Section 7.04(d).          “MLP Senior Notes Repurchase” has the meaning set forth in Section 7.16.            “Mortgaged Properties” means all real property subject to a Mortgage.                                             





 






       “Mortgages” means the mortgages, leasehold mortgages, deeds of trust, or similar  instruments executed by any of the Loan Parties in favor of the Collateral Agent, for the benefit  of the Lenders and the Lender Swap Parties (including, without limitation, the Vessel  Mortgages), and all supplements, assignments, amendments and restatements thereto and  substitutions therefor.         “Multiemployer Plan” means any employee benefit plan of the type described in   Section 4001(a)(3) of ERISA, to which the Borrower, any Guarantor or any ERISA Affiliate   (a) makes or is obligated to make contributions, or (b) during the current or preceding five (5)   plan years, has made or been obligated to make contributions.          “Net Cash Proceeds” means:                (a)   with respect to any Disposition, cash (including all cash received by way   of deferred payment as and when received and payment of amounts due under any insurance   policy) received by a Loan Party in connection with and as consideration therefor, on or after the   date of consummation of such transaction, after (i) deduction of taxes payable in connection with   or as a result of such transaction, and (ii) payment of all usual and customary brokerage   commissions and all other reasonable fees and expenses related to such transaction (including,   without limitation, reasonable attorneys’ fees and closing costs incurred in connection with the   consummation of such transaction);                (b)   with respect to any Indebtedness, proceeds of such Indebtedness received   by a Loan Party after payment of underwriting discounts and commissions, closing costs, and   other out-of-pocket expenses incurred in connection with the issuance of such Indebtedness; and                (c)   with respect to any Equity Issuance, cash received, on or after the date of   incurrence of such Equity Issuance, by the MLP from such Equity Issuance after payment of   underwriting discounts and commissions, closing costs, and other out-of-pocket expenses   incurred by the MLP in connection with such Equity Issuance.          “New Financed Inventory” has the meaning “New Financed Inventory” has the meaning   set forth in Section 4.02(e).          “New York Process Agent” has the meaning set forth in Section 10.15(b).          “Ninth Amendment” means that certain Ninth Amendment to Third Amended and   Restated Credit Agreement dated as of July 18, 2019, by and among the Borrower, the MLP, the   other Loan Parties party thereto, the Lenders party thereto, the Administrative Agent and the   Collateral Agent.          “Ninth Amendment Effective Date” means July 18, 2019.          “Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting   Lender at such time.          “Non-Pledgeable Collateral” has the meaning set forth in Section 6.16 (a)(iii) hereof.                                              





 






      “Non-Recourse Obligations” means Indebtedness, Guaranty Obligations and other  obligations of any type as to which (a) neither the Borrower nor any other Loan Party (i) is  obligated to provide credit support in any form (other than obligations that may remain with such  Person pursuant to applicable law solely based on such Person having been a predecessor-in- interest or operator with respect to Fixed Assets contributed or transferred to an Unrestricted  Subsidiary), or (ii) is directly or indirectly liable, and (b) no default with respect to which  (including any rights that the holders thereof may have to take enforcement action against an  Unrestricted Subsidiary) would permit (upon notice, lapse of time or both) any holder of any  Indebtedness or Guaranty Obligations of the Borrower or any other Loan Party to declare a  default on such Indebtedness prior to its stated maturity or cause any such Guaranty Obligations  to become payable.         “Nonrenewal Notice Date” has the meaning specified in Section 2.13(b)(iii).         “Notes” means the promissory notes, substantially in the form of Exhibit B, and all  renewals or extensions of any part thereof, evidencing the obligation of the Borrower to repay  the Loans.         “Obligations” means all advances to, and debts, liabilities, obligations, covenants and  duties of, any Loan Party arising under any Loan Document, whether direct or indirect (including  those acquired by assumption), absolute or contingent, due or to become due, now existing or  hereafter arising and including interest that accrues after the commencement by or against any  Loan Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in  such proceeding, other than Excluded Swap Obligations.  In addition, all references to the  “Obligations” in the Collateral Documents and in Section 2.12, Section 8.03 and Section 10.09  shall include all present and future indebtedness, liabilities and obligations (and all renewals and  extensions thereof or any part thereof) of any Person now or hereafter owed to any Lender Swap  Party arising pursuant to any Lender Hedging Agreement, other than Excluded Swap  Obligations.         “OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.         “Off-Balance Sheet Indebtedness” of a Person means (a) any repurchase obligation or  liability of such Person with respect to accounts or notes receivable sold by such Person  (including, at any time following the Qualified Factoring Program Reclassification Date, any  such obligation or liability incurred in connection with any Permitted Factoring Transaction),  (b) any liability under any sale and leaseback transaction which is not a Capital Lease, or (c) any  obligation arising with respect to any other transaction which is the functional equivalent of or  takes the place of borrowing but which does not constitute a liability on the balance sheets of  such Person, but excluding from this clause (c) operating leases.         “Omnibus Agreement” means the Omnibus Agreement dated as of November 1, 2002,  among the MLP, the Borrower, the MLP General Partner and Martin Resource, as amended by  such parties pursuant to Amendment No. 1 to the Omnibus Agreement dated as of November 24,  2009, and as further amended in accordance with Section 7.13.                                             





 






       “Organization Documents” means, (a) with respect to any corporation, the certificate or   articles of incorporation and the bylaws, (b) with respect to any limited liability company, the   certificate of formation and operating agreement, and (c) with respect to any partnership, joint  venture, trust or other form of business entity, the partnership joint venture or other applicable  agreement of formation and any agreement, instrument, filing or notice with respect thereto filed  in connection with its formation with the secretary of state or other department in the state of its  formation, in each case as amended from time to time.         “Original Credit Agreement” has the meaning set forth in the recitals hereof.          “Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a   result of a present or former connection between such Recipient and the jurisdiction imposing   such Tax (other than connections arising from such Recipient having executed, delivered,   become a party to, performed its obligations under, received payments under, received or   perfected a security interest under, engaged in any other transaction pursuant to or enforced any   Loan Document, or sold or assigned an interest in any Loan or Loan Document).          “Other Taxes” means all present or future stamp, court or documentary, intangible,   recording, filing or similar Taxes that arise from any payment made under, from the execution,   delivery, performance, enforcement or registration of, from the receipt or perfection of a security   interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are   Other Connection Taxes imposed with respect to an assignment (other than an assignment made   pursuant to Section 3.07).          “Outstanding Amount” on any date (a) with respect to Committed Loans, means the   aggregate outstanding principal amount of all Committed Loans after giving effect to any   Committed Borrowings and prepayments or repayments occurring on such date, (b) with respect   to any L/C Obligations, means the amount of such L/C Obligations on such date after giving   effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate   amount of the L/C Obligations as of such date, including as a result of any reimbursements of   outstanding unpaid drawings under any Letters of Credit or any reductions in the maximum   amount available for drawing under Letters of Credit taking effect on such date, and (c) with   respect to Obligations under a Lender Hedging Agreement, means the amount then due and   payable under such Lender Hedging Agreement.          “Participant” has the meaning specified in Section 10.07(d).          “Participant Register” has the meaning specified in Section 10.07(d).          “PBGC” means the Pension Benefit Guaranty Corporation.          “Pension Act” means the Pension Protection Act of 2006.          “Pension Funding Rules” means the rules of the Code and ERISA regarding minimum   required contributions (including any installment payment thereof) to Pension Plans and set forth   in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of   the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter,   Sections 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.                                             





 






      “Pension Plan” means any “employee pension benefit plan” (as such term is defined in  Section 3(2)(A) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA  and is sponsored or maintained by the Borrower or any ERISA Affiliate or to which the  Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of  a multiple employer plan (as described in Section 4064(a) of ERISA) has made contributions at  any time during the immediately preceding five plan years.         “Permitted Eligible Inventory Encumbrances” means Liens permitted under Section  7.01 (c), (d), (f) and (l).         “Permitted Factoring Transaction” means a transaction entered into in the ordinary  course of business by the Borrower or any of its Restricted Subsidiaries under a Qualified  Factoring Program and pursuant to which the Borrower or such Restricted Subsidiary agrees to  sell, convey, transfer or otherwise assign to a Qualified Factor (which sale, conveyance, transfer  or assignment may include or be supported by the grant of a security interest in) its right, title  and interest in and to all or a portion of the Borrower’s or such Restricted Subsidiary’s Accounts  owing from a Qualified Account Debtor; provided, that, in connection therewith, all of the  following conditions are satisfied as determined by the Administrative Agent in its reasonable  discretion:  (a) the Borrower or the applicable Restricted Subsidiary provides or has provided  written notice to the Administrative Agent of its intent to enter into the Qualified Factoring  Program not less than ten (10) Business Days prior to execution of the Factoring Documents  relating thereto and, promptly after the execution thereof, provides to the Administrative Agent  copies of all such Factoring Documents executed or delivered in connection therewith;  (b) pursuant to the applicable Factoring Documents, neither the Borrower nor any such  Restricted Subsidiary grants (and the applicable Qualified Factor does not otherwise obtain) any  Liens on any Collateral other than Factoring Transaction Assets arising from the Borrower’s or  the applicable Restricted Subsidiary’s sale of Inventory or provision of services to the applicable  Qualified Account Debtor; (c) if the Qualified Factor will have a Lien on the Accounts or other  assets, then prior to the sale or other conveyance of any Accounts to such Qualified Factor, the  Administrative Agent shall have received an intercreditor agreement in form and substance  satisfactory to the Administrative Agent in its reasonable discretion, duly executed by such  Qualified Factor, providing for Lien priorities not violative of the Loan Documents and an  agreement by such Qualified Factor, upon written instruction of the Administrative Agent, to  remit proceeds of sales or other conveyances of factored Accounts directly to the Administrative  Agent, and containing such other terms to which the Administrative Agent may consent in its  reasonable discretion; (d) no Default or Event of Default has occurred and is continuing at the  time of the Borrower's or the applicable Restricted Subsidiary’s execution of the applicable  Factoring Documents (unless the Administrative Agent otherwise provides its prior written  consent) or at the time of any sale of Accounts pursuant to such Qualified Factoring Program,  and no Default or Event of Default would occur as a result thereof; (e) the applicable Factoring  Documents establish procedures to ensure that payments and other proceeds of the factored  Accounts owing by the Qualified Account Debtor are not commingled with other Property of the  Borrower or the applicable Restricted Subsidiary; (f) the aggregate outstanding amount of all  Permitted Factoring Transactions (deemed at any time to be the cash purchase price paid by the  Qualified Factor in connection with its purchase of Accounts less the amount of collections  received by the Borrower or any such Restricted Subsidiary in respect of such Accounts and paid  to such Qualified Factor) does not exceed $100,000,000 at any time; and (g) at any time prior to                                            





 






 the Qualified Factoring Program Reclassification Date, (i) such transaction does not constitute   Indebtedness of the Borrower or the applicable Restricted Subsidiary, (ii) the applicable   Factoring Documents indicate that such transaction is a sale of the Borrower’s or the applicable   Restricted Subsidiary’s Accounts.           “Permitted Holders” means (a) Ruben S. Martin, III and his heirs at law, (b) entities or   trusts established by Ruben S. Martin, III for estate planning purposes and owned by or   established for his benefit or his heirs at law, and (c) Martin ESOP Trust.          “Permitted Joint Venture” means any Person (other than a Subsidiary) in which the   Borrower owns (including ownership through any Restricted Subsidiary) equity interests   representing less than 100% of the total outstanding equity interests of such Person, provided,   that such Person is engaged only in the businesses that are permitted for the Borrower and its   Restricted Subsidiaries pursuant to Section 7.09.          “Permitted Liens” means Liens permitted under Section 7.01 as described in such   Section.          “Person” means any natural person, trustee, corporation, general partnership, limited   partnership, limited liability company, joint stock company, trust, unincorporated organization,   bank, business association, firm, joint venture, Governmental Authority, company or other   entity.          “Petroleum Products” means crude oil condensate, natural gas, natural gas liquids,  liquified petroleum gases, refined petroleum products or any blend thereof.          “Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of   ERISA) established by the Borrower or any ERISA Affiliate or any such Plan to which the   Borrower or any ERISA Affiliate is required to contribute on behalf of any of its employees.          “Plan Assets Regulation” shall have the meaning set forth in Section 5.12 hereof.          “Platform” has the meaning set forth in Section 10.02(e).          “Pro Rata Share” means, at any date of determination, for any Lender, the percentage   (carried out to the ninth decimal place) that its Committed Sum bears to the Aggregate   Committed Sums of all Lenders.          “Project South Sale” means the Disposition by the Borrower of approximately 184 miles   of pipeline, consisting of the “Longview to Center Pipeline System” and the “Center to   Beaumont Pipeline System,” together with four booster stations and various assets related to the   foregoing identified in the Project South Sale APA.          “Project South Sale APA” means the Asset Purchase Agreement dated as of February 27,   2019, between the Borrower and FHR Crockett Acquisition Company, LLC, a Delaware limited   liability company.                                              





 






      “Property” means any interest in any kind of property or asset, whether real, personal or  mixed, or tangible or intangible.         “Qualified Account Debtor” means an Account Debtor that is a retailer of national  standing acceptable to the Administrative Agent in its reasonable discretion.         “QFC” has the meaning assigned to the term “qualified financial contract” in, and shall  be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).         “QFC Credit Support” has the meaning set forth in Section 10.24.         “Qualified ECP Guarantor” means, with respect to any Swap Obligation, each Loan  Party that (a) has total assets exceeding $10,000,000 at the time the relevant guaranty by such  Loan Party of such Swap Obligation, the grant by such Loan Party of a security interest or Lien  to secure such Swap Obligation, or the provision of other support by such Loan Party becomes  effective with respect to such Swap Obligation, (b) otherwise constitutes an “eligible contract  participant” under the Commodity Exchange Act and can cause another Person to qualify as an  “eligible contract participant” at such time by entering into a “keepwell, support or other  agreement” under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act, or (c) constitutes an  “eligible contract participant” under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act  because its obligations with respect to such Swap Obligation are supported by the keepwell in  Section 10.20 hereof from the MLP and the Borrower, each of which is an “eligible contract  participant” under Section 1a(18)(A)(v)(I) of the Commodity Exchange Act.         “Qualified Factor” means any Lender or any other bank or financial institution  satisfactory to the Administrative Agent in its reasonable discretion.         “Qualified Factoring Program” means a factoring program sponsored by a Qualified  Account Debtor in partnership with one (1) or more Qualified Factors, pursuant to which each  participating supplier of such Qualified Account Debtor may in its reasonable discretion sell,  convey, transfer or assign from time to time, on a non-recourse basis, all or a portion of its  Factoring Transaction Assets to such Qualified Factor(s) for fair value on mutually-agreed terms  and conditions.         “Qualified Factoring Program Reclassification Date” means the date on which the most  recent financial statements of the Borrower and its Restricted Subsidiaries delivered to  Administrative Agent pursuant to Section 6.01(a) or (b) evidence that any Qualified Factoring  Program constitutes Indebtedness in accordance with GAAP.         “Quarterly Distributions” means (a) with respect to the Borrower, the distributions by  the Borrower of Available Cash (as defined in the Limited Partnership Agreement (Borrower) as  in effect on the Closing Date), or (b) with respect to MLP, the distributions by the MLP of  Available Cash (as defined in the Limited Partnership Agreement (MLP) as in effect on the  Closing Date).         “Recipient” means (a) the Administrative Agent, (b) any Lender, and (c) any L/C Issuer,  as applicable.                                             





 






       “Reduction Amount” has the meaning set forth in the definition of “Triggering   Disposition.”          “Register” has the meaning set forth in Section 10.07(c).          “Registered Public Accounting Firm” has the meaning specified in the Securities Laws   and shall be independent of the MLP and the Borrower as prescribed by the Securities Laws.          “Reinvested” means used for Capital Expenditures or Acquisitions in connection with the   Midstream Business of a Loan Party or Investments in Persons permitted by Section 7.02.          “Related Parties” means, with respect to any specified Person, such Person’s Affiliates  and the respective partners, directors, officers, employees, agents, trustees, administrators,  managers, advisors and representatives of such Person and such Person’s Affiliates.         “Release” means any spilling, leaking, pumping, pouring, emitting, emptying,  discharging, injecting, escaping, leaching, dumping, disposal, deposit, dispersal, migrating or  other movement into the air, ground, surface water or soil.          “Replacement Rate” shall have the meaning set forth in Section 3.03.          “Replacement Rate Amendment” shall have the meaning set forth in Section 3.03.          “Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other   than events for which the thirty (30) day notice period has been waived.          “Request for Credit Extension” means (a) with respect to a Committed Borrowing,   conversion or continuation of Committed Loans, a Committed Loan Notice, and (b) with respect   to an L/C Credit Extension, a Letter of Credit Application.          “Required Lenders” means (a) on any date of determination prior to the Maturity Date,   those Lenders holding more than 50% of the Aggregate Commitments, and (b) on any date of   determination on or after the Maturity Date, those Lenders holding more than 50% of the   Outstanding Amount of Loans and of L/C Obligations (with the aggregate amount of each   Lender’s risk participation and funded participation in L/C Obligations being deemed “held” by   such Lender for purposes of this definition); provided, that the Commitment of, and the portion   of the outstanding Loans held or deemed held by, any Defaulting Lender shall be excluded for   purposes of making a determination of Required Lenders.          “Responsible Officer” means the president, chief executive officer, chief financial   officer, controller, treasurer or assistant treasurer of a Person.  Any document delivered   hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed   to have been authorized by all necessary corporate, partnership, limited liability company and/or   other action on the part of such Loan Party and such Responsible Officer shall be conclusively   presumed to have acted on behalf of such Loan Party.          “Restricted Payment” by a Person means any dividend or other distribution (whether in   cash, securities or other property) with respect to any equity interest in such Person, or any                                             





 






 payment (whether in cash, securities or other property), including any sinking fund or similar   deposit on account of the purchase, redemption, retirement, acquisition, cancellation or   termination of any such equity interest or of any option, warrant or other right to acquire any  such equity interest.         “Restricted Subsidiary” means any Subsidiary of the MLP that is neither the Borrower  nor an Unrestricted Subsidiary.         “Returned Capital” means, with respect to any Investment, Cash Equivalents received by  a Loan Party with respect to such Investment by way of dividend, distribution, repayment of loan  or advance, or other return of capital, as the case may be, in each case which amount has been set   forth as “Returned Capital” on a certificate of a Responsible Officer of the MLP delivered to the   Administrative Agent in connection with such returned capital; provided, that the failure of such   Responsible Officer to deliver such certificate to the Administrative Agent shall result in the   exclusion of such amount from “Returned Capital.”          “Revolver Principal Debt” means, on any date of determination, the aggregate unpaid   principal balance of all Committed Loans.          “Rights” means rights, remedies, powers, privileges and benefits.          “Royal Bank” means Royal Bank of Canada.          “Sale Value” means, as to Financed Eligible Inventory that is subject to sales contracts,   an amount equal to the volumes of such Financed Eligible Inventory multiplied by the sale price   with respect thereto in the corresponding sales contracts.          “Same-Day Borrowing” has the meaning set forth in Section 2.02(f).          “Sanctions” means any economic or trade sanctions or restrictive measures enacted,   administered, imposed or enforced by OFAC, the U.S. Department of State or , the United   Nations Security Council, the European Union, any European Union member state or Her   Majesty’s Treasury of the United Kingdom.          “SEC” means the Securities and Exchange Commission, or any Governmental Authority   succeeding to any of its principal functions.         “Second Amendment” means that certain Second Amendment to Third Amended and  Restated Credit Agreement dated as of May 5, 2014 by and among the Borrower, MLP, the other  Loan Parties party thereto, the Lenders party thereto, the Administrative Agent and the Collateral  Agent.         “Second Amendment Effective Date” means May 5, 2014.         “Securities Laws” means the Securities Act of 1933, the Securities Exchange Act of  1934, and the applicable accounting and auditing principles, rules, standards and practices  promulgated, approved or incorporated by the SEC or the Public Company Accounting                                              





 






Oversight Board, as each of the foregoing may be amended and in effect on any applicable date  hereunder.         “Security Agreements” means, collectively, the Borrower Security Agreement, the  Subsidiary Security Agreements, the MLP Security Agreement and all other security agreements,  or similar instruments, executed by any of the Loan Parties in favor of the Collateral Agent for  the benefit of the Lenders and the Lender Swap Parties, and all supplements, assignments,  amendments, and restatements thereto (or any agreement in substitution therefor).         “Senior Leverage Ratio” means the ratio of (a) Consolidated Secured Funded Debt as of  the determination date, to (b) Consolidated EBITDA for the period of the four fiscal quarters  ending on such date.         “Seventh Amendment” means that certain Seventh Amendment to Third Amended and  Restated Credit Agreement dated as of July 24, 2018 by and among the Borrower, the MLP, the  other Loan Parties party thereto, the Lenders party thereto, the Administrative Agent and the  Collateral Agent.         “Seventh Amendment Effective Date” means July 24, 2018.         “Sixth Amendment” means that certain Sixth Amendment to Third Amended and  Restated Credit Agreement dated as of February 21, 2018 by and among the Borrower, MLP, the  other Loan Parties party thereto, the Lenders party thereto, the Administrative Agent and the  Collateral Agent.         “Sixth Amendment Effective Date” means February 21, 2018.         “Solvent” means, as to a Person, that (a) the aggregate fair market value of its assets  exceeds its liabilities (whether contingent, subordinated, unmatured, unliquidated or otherwise),  (b) it has sufficient cash flow to enable it to pay its Indebtedness as its matures, and (c) it does  not have unreasonably small capital to conduct its businesses.         “South Texas Land Transfers” means the Disposition by the Borrower, directly or  indirectly, to a Permitted Joint Venture of (a) approximately 96 acres of real property and related  assets located in Jefferson County, Texas, commonly known as #1 Gulf States Rd, Beaumont,  Texas 77701 and (b) approximately 18 acres of real property and related assets located in Nueces  County, Texas, commonly known as NE of Old State Hwy 361, Aransas Pass, Texas 78336.         “Stated Maturity Date” means March 28August 31, 2023; provided the Stated Maturity  Date shall be August 19, 2020 if the MLP Senior Notes due February 15, 2021 are not refinanced  in a manner not prohibited by Section 7.04 on or prior to August 19, 2020.         “Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability  company or other business entity of which a majority of the shares of securities or other interests  having ordinary voting power for the election of directors or other governing body (other than  securities or interests having such power only by reason of the happening of a contingency) are  at the time beneficially owned, or the management of which is otherwise controlled, directly, or  indirectly through one or more intermediaries, or both, by such Person.  Unless otherwise                                            





 






 specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary   or Subsidiaries of the Borrower.          “Subsidiary Security Agreement” means each Pledge and Security Agreement, Amended   and Restated Pledge and Security Agreement, Second Amended and Restated Pledge and   Security Agreement or Third Amended and Restated Pledge and Security Agreement, as   applicable, executed by a Restricted Subsidiary of the Borrower or the MLP substantially in the   form of Exhibit F-3, together with all supplements, amendments and restatements thereof.          “Supported QFC” has the meaning assigned to such term in Section 10.24.          “Swap” means any “swap” within the meaning of Section 1a(47) of the Commodity   Exchange Act.          “Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit  derivative transactions, forward rate transactions, commodity swaps, commodity options,   forward commodity contracts, equity or equity index swaps or options, bond or bond price or   bond index swaps or options or forward bond or forward bond price or forward bond index   transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor   transactions, collar transactions, currency swap transactions, cross-currency rate swap  transactions, currency options, spot contracts, or any other similar transactions or any  combination of any of the foregoing (including any options to enter into any of the foregoing),  whether or not any such transaction is governed by or subject to any master agreement, and  (b) any and all transactions of any kind, and the related confirmations, which are subject to the  terms and conditions of, or governed by, any form of master agreement published by the  International Swaps and Derivatives Association, Inc., any International Foreign Exchange  Master Agreement, or any other master agreement (any such master agreement, together with  any related schedules, a “Master Agreement”), including any such obligations or liabilities under  any Master Agreement.         “Swap Obligation” means any obligation to pay or perform under any Swap.          “Swap Termination Value” means, in respect of any one (1) or more Swap Contracts,   after taking into account the effect of any legally enforceable netting agreement relating to such   Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out  and termination value(s) determined in accordance therewith, such termination value(s), and  (b) for any date prior to the date referenced in clause (a) the amount(s) determined as the mark-  to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market  or other readily available quotations provided by any recognized dealer in such Swap Contracts  (which may include any Lender).          “Syndication Agent” means Wells Fargo Bank, N.A.          “Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-  called synthetic or tax retention lease, or (b) an agreement for the use or possession of property   creating obligations that do not appear on the balance sheet of such Person but which are   depreciated for tax purposes by such Person.  The amount of any Synthetic Lease Obligation as                                              





 






 of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as  of such date.         “Taxes” means all present or future taxes, levies, imposts, duties, deductions,  withholdings (including backup withholding), assessments, fees or other charges imposed by any   Governmental Authority, including any interest, additions to tax or penalties applicable thereto.          “Third Amendment” means that certain Third Amendment to Third Amended and   Restated Credit Agreement dated as of June 27, 2014 by and among the Borrower, MLP, the   other Loan Parties party thereto, the Lenders party thereto, the Administrative Agent and the   Collateral Agent.          “Third Amendment Effective Date” means June 27, 2014.         “Threshold Amount” at any time means an amount equal to 10% of the book value of the  MLP’s , the Borrower’s and the Restricted Subsidiaries’ consolidated assets measured as of the  close of the then most recent fiscal quarter end.          “Triggering Disposition” means any Disposition (including sales of stock of Restricted   Subsidiaries) (other than a transfer of assets by the Borrower or any Restricted Subsidiary that is   a Subsidiary of the Borrower to the Borrower or to a Restricted Subsidiary that is a Wholly- Owned Subsidiary of the Borrower) with respect to which the Net Cash Proceeds realized by any  Loan Party for such Disposition, when aggregated with the Net Cash Proceeds from all such  other Dispositions by all Loan Parties occurring since the Closing Ninth Amendment Effective   Date, equals or exceeds the Threshold Amount. The portion of the Net Cash Proceeds in excess   of the Threshold Amount is herein called the “Reduction Amount.”  For purposes of the   definition of Triggering Disposition and Section 2.03(b)(i), Dispositions shall not include   Dispositions permitted by Section 7.06(a, (b), (g) or (hb).          “Type” means, with respect to a Committed Loan, its character as a Base Rate Loan or a   Eurodollar Rate Loan.          “U.C.C.” means the Uniform Commercial Code, as in effect in the state of New York.          “U.S. Flag Vessels” shall have the meaning set forth in Section 5.21(a).          “U.S. Person” means any Person that is a “United States Person” as defined in Section   7701(a)(30) of the Code.          “U.S. Special Resolution Regimes” has the meaning set forth in Section 10.24.          “U.S. Tax Compliance Certificate” has the meaning assigned to such term in of Section   3.01(f)(ii).          “U.S. Vessel Mortgages” means, collectively, (a) that certain Second Amended and   Restated First Preferred Fleet Mortgage dated as of November 10, 2005, executed by the   Borrower in favor of Royal Bank, as collateral agent, as amended by that certain First   Supplement to Second Amended and Restated First Preferred Fleet Mortgage dated effective as                                             





 






 of January 25, 2006, that certain Addendum to First Supplement to Second Amended and   Restated First Preferred Fleet Mortgage dated March 2, 2006, that certain Second Supplement   and Amendment to Second Amended and Restated First Preferred Fleet Mortgage dated effective   as of June 30, 2006, that certain Third Supplement to Second Amended and Restated First   Preferred Fleet Mortgage dated effective as of November 22, 2006 as modified by that certain   Addendum to Third Supplement to Second Amended and Restated First Preferred Fleet  Mortgage dated effective as of November 22, 2006, that certain Fourth Supplement to Second  Amended and Restated First Preferred Fleet Mortgage dated effective as of December 21, 2009,  that certain Fifth Supplement to Second Amended and Restated First Preferred Fleet Mortgage  dated effective as of January 14, 2010, that certain Sixth Supplement to Second Amended and  Restated First Preferred Fleet Mortgage dated effective as of February 9, 2011, that certain   Seventh Supplement to Second Amended and Restated First Preferred Fleet Mortgage dated   effective as of April 15, 2011, that certain Eighth Supplement to Second Amended and Restated   First Preferred Fleet Mortgage dated effective as of August 19, 2011, that certain Ninth   Supplement to Second Amended and Restated First Preferred Fleet Mortgage dated effective as   of February 13, 2012, and that certain Tenth Supplement to Second Amended and Restated First   Preferred Fleet Mortgage dated effective as of even date herewith (as hereafter renewed,  extended, amended or restated from time to time), which amends and restates that certain  Amended and Restated First Preferred Fleet Mortgage dated as of October 29, 2004, which  amends and restates (x) that certain First Preferred Fleet Mortgage dated effective as of  November 6, 2002, executed by the Borrower in favor of Royal Bank, as collateral agent, as  supplemented and amended, and (y) that certain First Preferred Fleet Mortgage dated effective as  of November 6, 2002, executed by the Borrower (as the successor-by-merger with Martin Gas  Marine LLC) in favor of Royal Bank, as collateral agent, as supplemented and amended, and  (b) that certain First Preferred Fleet Mortgage dated effective as of March 6, 2006 executed by  CF Martin Sulfur, L.P. in favor of Royal Bank, as collateral agent, as modified by that certain  Assumption Agreement and Amendment to First Preferred Fleet Mortgage dated effective as of  June 30, 2006 executed between the Borrower, the Administrative Agent.         “Unfunded Pension Liability” means the excess of a Pension Plan’s benefit liabilities  under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets,   determined in accordance with the assumptions used for funding the Pension Plan pursuant to   Section 412 of the Code for the applicable plan year.          “Unreimbursed Amount” has the meaning set forth in Section 2.13(c)(i).          “Unrestricted Subsidiary” means any Subsidiary of the MLP (other than the Borrower)   or the Borrower that (a) has been designated by the Borrower in writing to the Administrative   Agent as an Unrestricted Subsidiary pursuant to Section 6.17, and (b) has not been designated by   the Borrower as a Restricted Subsidiary pursuant to Section 6.17.  For the avoidance of doubt, no   Permitted Joint Venture shall be an Unrestricted Subsidiary.          “Vessel Mortgages” means, collectively, the U.S. Vessel Mortgages and any other vessel  mortgage now or hereafter executed by any of the Borrower, the MLP or the Restricted  Subsidiaries in favor of the Collateral Agent for the benefit of the Lenders and the Lender Swap  Parties.                                              





 






      “Vessels” means all vessels owned by the MLP, the Borrower and the Restricted  Subsidiaries.         “Welfare Plan” means an “employee welfare benefit plan” as defined in Section 3(1) of  ERISA established or maintained by the Borrower, any Guarantor or any ERISA Affiliate or that  covers any current or former employee of the Borrower, any Guarantor or any ERISA Affiliate.         “West Texas LPG” means West Texas LPG Pipeline Limited Partnership, a Texas  limited partnership.         “West Texas LPG Sale” means the Disposition by the applicable Subsidiaries of 100% of  the equity interests of West Texas LPG held by such Subsidiaries, as further described in the  West Texas LPG PSA and disclosed to the Administrative Agent and the Lenders prior to the  Seventh Amendment Effective Date.         “West Texas LPG PSA” means that certain Partnership Interest Purchase Agreement  dated on or about July 24, 2018, among Martin Midstream NGL Holdings, LLC, a Delaware  limited liability company, Martin Midstream NGL Holdings II, LLC, a Delaware limited liability  company, as sellers, ONEOK Permian NGL Pipeline GP, L.L.C., a Delaware limited liability  company, and ONEOK Permian NGL Pipeline LP, L.L.C., a Delaware limited liability company,  as buyers.         “Wholly-Owned” when used in connection with a Person means any Subsidiary of such  Person of which all of the issued and outstanding equity interests (except shares required as  directors’ qualifying shares) shall be owned by such Person or one or more of its Wholly-Owned  Subsidiaries.         “Withholding Agent” means the Borrower or the Administrative Agent.         “Write-Down and Conversion Powers” means, with respect to any EEA Resolution  Authority, the write-down and conversion powers of such EEA Resolution Authority from time  to time under the Bail-In Legislation for the applicable EEA Member Country, which write- down and conversion powers are described in the EU Bail-In Legislation Schedule.         “WTP Documents” means, collectively, (a) that certain Purchase and Sale Agreement  between the Borrower and Atlas Pipeline Mid-Continent Holdings, LLC, a Delaware limited  liability company, pursuant to which the Borrower has agreed to acquire, subject to the terms and  conditions set forth therein, 100% of the membership interests in Atlas Pipeline NGL Holdings,  LLC, a Delaware limited liability company, and Atlas Pipeline NGL Holdings II, LLC, a  Delaware limited liability company, which entities own a 19.8% limited partner interest and a  0.2% general partner interest in West Texas LPG and (b) the WTP Limited Partnership  Agreement.         “WTP Limited Partnership Agreement” means the First Amended and Restated Limited  Partnership Agreement of West Texas LPG, dated as of May 1, 1999, as amended by that  Amendment to First Amended and Restated Limited Partnership Agreement of the West Texas  LPG Pipeline Limited Partnership dated February 2, 2004, but effective August 8, 2003.                                             





 






       Section 1.02 Other Interpretive Provisions.               (a)   The meanings of defined terms are equally applicable to the singular and  plural forms of the defined terms.  The meanings of defined terms in any Loan Document are  equally applicable to the singular and plural forms of such defined terms.               (b)   (i)   The words “herein” and “hereunder” and words of similar import  when used in any Loan Document shall refer to such Loan Document as a whole and not to any  particular provision thereof.                     (ii)  Unless otherwise specified herein, Article, Section, Exhibit and        Schedule references are to this Agreement.                     (iii) The term “including” is by way of example and not limitation.                     (iv)  The term “documents” includes any and all instruments,        documents, agreements, certificates, notices, reports, financial statements and other        writings, however evidenced.               (c)   In the computation of periods of time from a specified date to a later  specified date, the word “from” means “from and including”; the words “to” and “until” each  mean “to but excluding”; and the word “through” means “to and including.”               (d)   Section headings herein and the other Loan Documents are included for  convenience of reference only and shall not affect the interpretation of this Agreement or any  other Loan Document.         Section 1.03 Accounting Terms.  All accounting terms not specifically or completely  defined herein shall be construed in conformity with, and all financial data required to be  submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a  consistent basis, as in effect from time to time, applied in a manner consistent with that used in  preparing the audited financial statements, except as otherwise specifically prescribed herein.         Section 1.04 Rounding.  Any financial ratios required to be maintained by the  Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component  by the other component, carrying the result to one place more than the number of places by  which such ratio is expressed herein and rounding the result up or down to the nearest number  (with a rounding-up if there is no nearest number).         Section 1.05 Other.  Unless otherwise expressly provided herein, (a) references to  agreements (including this Agreement and the Loan Documents) and other contractual  instruments shall be deemed to include all subsequent amendments, restatements, extensions,  supplements and other modifications thereto, but only to the extent that such amendments,  restatements, extensions, supplements and other modifications are not prohibited by any Loan  Document; (b) references to any Law shall include all statutory and regulatory provisions  consolidating, amending, replacing, supplementing or interpreting such Law; (c) the words  “asset” and “property” shall be construed to have the same meaning and effect and to refer to  any and all tangible and intangible assets and properties, including cash, securities, accounts and                                            





 






 contract rights; and (d) any reference herein to any Person shall be construed to include such   Person’s successors and assigns.          Section 1.06 Uniform Commercial Code.  Any term used in this Agreement or in any   financing statement filed in connection herewith which is defined in the U.C.C. and not   otherwise defined in this Agreement or in any other Loan Document shall have the meaning   given such term in the U.C.C., including “Account”, “Account Debtor”, “Inventory” and   “Proceeds”.          Section 1.07 Rates. The Administrative Agent does not warrant or accept responsibility   for, and shall not have any liability with respect to, the administration, submission or any other   matter related to the rates in the definition of “Eurodollar Rate”.          Section 1.08 Divisions.  For all purposes under the Loan Documents, in connection   with any division or plan of division under Delaware law (or any comparable event under a   different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes   the asset, right, obligation or liability of a different Person, then it shall be deemed to have been   transferred from the original Person to the subsequent Person, and (b) if any new Person comes   into existence, such new Person shall be deemed to have been organized on the first date of its   existence by the holders of its equity interests at such time.                                     ARTICLE II               THE COMMITMENTS AND COMMITTED BORROWINGS          Section 2.01 Loans.                (a)   Subject to and in reliance upon the terms, conditions, representations and   warranties in the Loan Documents, each Lender severally, but not jointly, agrees to make loans   (including any Loan advanced under the Inventory Financing Sublimit Tranche pursuant to   Section 2.01(c), each such Loan, a “Committed Loan”) to the Borrower from time to time on any   Business Day during the period from the Closing Date to the Maturity Date (the “Availability   Period”), in an aggregate amount not to exceed at any time outstanding the amount of such   Lender’s Pro Rata Share of one or more Committed Borrowings under the Facility, not to   exceed, when aggregated with such Lender’s Pro Rata Share of the Outstanding Amount of the   L/C Obligations, such Lender’s Committed Sum. Such Committed Borrowings may be repaid   and reborrowed from time to time in accordance with the terms and provisions of the Loan   Documents; provided, that, each such Committed Borrowing must occur on a Business Day and   no later than the Business Day immediately preceding the Maturity Date.                (b)   Committed Loans shall be available to Borrower for the purposes set forth   in Section 6.12.  After giving effect to any Committed Borrowing under the Facility, the   aggregate Outstanding Amount of all Committed Loans and L/C Obligations shall not exceed the   Aggregate Committed Sum then in effect.                (c)   Subject to and in reliance upon the terms, conditions, representations and  warranties in the Loan Documents, each Lender agrees that, upon the request of the Borrower,  certain Committed Loans made pursuant to Section 2.01(a), as are specified by the Borrower in   the applicable Committed Loan Notice (Financed Inventory), will be designated as part of a                                             





 






 sublimit (the “Inventory Financing Sublimit Tranche”) to finance (i) the purchase and sale by   the Borrower or any Restricted Subsidiary of Eligible Inventory, (ii) the Eligible Inventory   subject to a Swap Contract entered into by the Borrower or any Restricted Subsidiary, and (iii)   storage and transportation costs relating thereto; provided, that on the date any such Committed   Loan is so designated, the aggregate outstanding Committed Loans under the Inventory   Financing Sublimit Tranche shall not exceed the Inventory Financing Sublimit Availability. With   respect to any Inventory Financing Sublimit Borrowing, such Inventory Financing Sublimit   Borrowing shall be deemed to have been used to finance the Eligible Inventory specified in the  applicable Committed Loan Notice (Financed Inventory) in accordance with clause (i), (ii) and  (iii) of the preceding sentence, regardless of the manner in which the proceeds of such Inventory  Financing Sublimit Borrowing are actually applied.          Section 2.02 Committed Borrowings, Conversions and Continuations of Loans.                (a)   Each Committed Borrowing, each conversion of Committed Loans from   one Type to the other or one Class to the other, and each continuation of Committed Loans as the   same Type shall be made upon the Borrower’s irrevocable (except as expressly provided   otherwise in Section 3.03 with respect to Eurodollar Rate Loans) notice to the Administrative   Agent, which may be given by telephone.  Each such notice must be received by the   Administrative Agent not later than 12:00 noon, New York, New York time, (i) three (3)   Business Days prior to the requested date of any Committed Borrowing of, conversion to or   continuation of Eurodollar Rate Loans, and (ii) one (1) Business Day prior to the conversion of  Eurodollar Rate Loans to Base Rate Loans, or, except as set forth in clause (f) below with respect   to Same-Day Borrowings, one (1) Business Day prior to the requested date of any Committed  Borrowing of Base Rate Loans.  Each such telephonic notice must be confirmed promptly by   delivery to the Administrative Agent of a written Committed Loan Notice, appropriately   completed and signed by an authorized officer of the Borrower.  Each Committed Borrowing of,   conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of   $1,000,000 or a whole multiple of $500,000 in excess thereof.  Each Committed Borrowing of or   conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple   of $500,000 in excess thereof.  Each Committed Loan Notice (whether telephonic or written)   shall specify (i) whether the Borrower is requesting a Committed Borrowing, a conversion of   Committed Loans from one Type to the other, or a continuation of Committed Loans as the same   Type, (ii) the requested date of the Committed Borrowing, conversion or continuation, as the   case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to   be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to   which existing Committed Loans are to be converted, (v) the Class of Committed Loans to be   borrowed or to which existing Committed Loans are to be converted, (vi) in case of an Inventory   Financing Sublimit Borrowing, the certifications required by Section 4.02(e) and (vii) if   applicable, the duration of the Interest Period with respect thereto.  If the Borrower fails to   specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails to give a   timely notice requesting a conversion or continuation, then the applicable Committed Loans shall   be made or continued as, or converted to, Base Rate Loans.  Any such automatic conversion to   Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with   respect to the applicable Eurodollar Rate Loans.  If the Borrower requests a Committed   Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed                                              





 






 Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an   Interest Period of one (1) month.                (b)   Following receipt of a Committed Loan Notice, the Administrative Agent   shall promptly notify each Lender of its Pro Rata Share of the applicable Committed Loans, and  if no timely notice of a conversion or continuation is provided by the Borrower, the  Administrative Agent shall notify each Lender of the details of any automatic conversion to Base  Rate Loans described in the preceding subsection.  In the case of a Committed Borrowing, each  Lender shall make the amount of its Committed Loan available to the Administrative Agent in  immediately available funds at the Administrative Agent’s Office not later than 12:00 Noon,   New York, New York time (or as set forth in clause (f) below with respect to Same-Day   Borrowings), on the Business Day specified in the applicable Committed Loan Notice.  Upon   satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Committed   Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all   funds so received available to the Borrower in like funds as received by the Administrative   Agent either by (i) crediting the account of the Borrower on the books of Royal Bank with the  amount of such funds, or (ii) wire transfer of such funds, in each case in accordance with  instructions provided to the Administrative Agent by the Borrower; provided, however, that if,  on the date of the Committed Borrowing there are L/C Borrowings outstanding, then the  proceeds of such Committed Borrowing shall be applied, first, to the payment in full of any such  L/C Borrowings, and second to the Borrower as provided above.                (c)   Except as otherwise provided herein, a Eurodollar Rate Loan may be   continued or converted only on the last day of the Interest Period for such Eurodollar Rate Loan.    During the existence of a Default or Event of Default, no Loans may be requested as,, converted   to or continued as Eurodollar Rate Loans without the consent of the Required Lenders, and the   Required Lenders may demand that any or all of the then outstanding Eurodollar Rate Loans be   converted immediately to Base Rate Loans.                (d)   The Administrative Agent shall promptly notify the Borrower and the   Lenders of the interest rate applicable to any Eurodollar Rate Loan upon determination of such   interest rate.  The determination of the Eurodollar Rate by the Administrative Agent shall be   conclusive in the absence of manifest error.                (e)   After giving effect to all Committed Borrowings, all conversions of Loans   from one Type to the other, and all continuations of Committed Loans as the same Type, there   shall not be more than six (6) Interest Periods in effect at any given time with respect to   Committed Loans.                (f)   Notwithstanding anything to the contrary set forth in this Section 2.02, the   Borrower may request Committed Borrowings of Committed Loans bearing interest at the Base   Rate, in an aggregate amount not to exceed $10,000,000, on a same-day basis, by delivery of a  Committed Loan Notice as set forth in clause (a) above to the Administrative Agent by no later   than 11:00 a.m. New York, New York time (each, a “Same-Day Borrowing”).  Following  receipt of a Committed Loan Notice with respect to a Same-Day Borrowing, each Lender shall  make the amount of its Committed Loan available to the Administrative Agent in immediately                                              





 






 available funds at the Administrative Agent’s Office by no later than 2:00 p.m., New York, New   York time.          Section 2.03 Prepayments.                (a)   Optional Prepayments.  The Borrower may, upon notice to the   Administrative Agent, at any time or from time to time voluntarily prepay in whole or in part   Committed Loans without premium or penalty; provided, that (i) such notice must be received by   the Administrative Agent not later than 10:00 a.m., New York, New York time, (A) three (3)   Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (B) one (1)   Business Day prior to any date of prepayment of Base Rate Loans; (ii) any prepayment of  Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of  $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal  amount of $500,000 or a whole multiple of $500,000 in excess thereof.  Each such notice (x)   shall specify the date and amount of such prepayment and the Type(s) and Class(es) of   Committed Loans to be prepaid and (y) may be revocable and condition such prepayment on the   closing of a refinancing or transaction permitted hereunder, the proceeds of which shall be used   to prepay the Committed Loans.  The Administrative Agent will promptly notify each Lender of   its receipt of each such notice, and of such Lender’s Pro Rata Share of such prepayment.  If such   notice is given by the Borrower, the Borrower shall make such prepayment and the payment   amount specified in such notice shall be due and payable on the date specified therein.  Any   prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon,   together with any additional amounts required pursuant to Section 3.05.  Prepayments provided   for in this Section 2.03(a) shall be applied as follows:  (x) first, as a payment of all L/C   Borrowings then outstanding, until paid in full, and (y) second, as the Borrower may direct   (subject to clause (d) below).          Unless a Default or Event of Default has occurred and is continuing or would arise as a   result thereof, any payment or prepayment of Committed Loans may be reborrowed by the   Borrower, subject to the terms and conditions hereof.  Any notice of prepayment that fails to   specify the Class of any Committed Loan being prepaid shall be deemed to have specified such  Class to be a General Loan.                (b)   Mandatory Prepayments from Net Cash Proceeds.                      (i)   Dispositions.                            (A)   If any portion of the Net Cash Proceeds realized by a Loan               Party from any Triggering Disposition (other than a Casualty or Condemnation               Disposition) (including any deferred purchase price therefor) has not been               Reinvested within one hundred eighty (180) days from the receipt by such Loan               Party of such Net Cash Proceeds (including receipt of any deferred payments for               any such Triggering Disposition or portion thereof, if and when received), then on               or before the first Business Day following such one hundred eightieth (180th) day               the Loans shall be prepaid in an amount equal to the portion of the Reduction               Amount that is not so Reinvested.                                              





 






                        (B)   If any portion of the Net Cash Proceeds realized by a Loan              Party from any Casualty or Condemnation Disposition that constitutes a              Triggering Disposition has not been Reinvested within one (1) year from the              receipt by such Loan Party of such Net Cash Proceeds (including receipt of any              deferred payments for any such Triggering Disposition or portion thereof, if and              when received), then on or before the first Business Day following such one year              period the Loans shall be prepaid in an amount equal to the portion of the              Reduction Amount that is not so Reinvested.                           (C)   Net Cash Proceeds of a Disposition that equal, when              aggregated with Net Cash Proceeds of all Dispositions since the Closing Ninth              Amendment Effective Date, an amount less than the Threshold Amount shall not              be required to be used for mandatory prepayments pursuant to this Section              2.03(b)(i), and to the extent Net Cash Proceeds of a Disposition equal, when              aggregated with Net Cash Proceeds of all Dispositions since the Closing Ninth              Amendment Effective Date, an amount in excess of the Threshold Amount, only              Net Cash Proceeds in excess of the Threshold Amount shall be required to be              used for mandatory prepayments pursuant to this Section 2.03(b)(i).                           (D)   Notwithstanding anything to the contrary in clauses (A) and              (B) above, the applicable Loan Party shall have an additional one hundred twenty              (120) days after the dates referenced in such clauses to make the mandatory              prepayments required therein so long as such Loan Party has begun construction              or entered into a purchase agreement with respect to the applicable replacement              asset prior to such date.                           (E)   Notwithstanding anything to the contrary in clauses (A) and              (C) above, an amount equal to the Net Cash Proceeds realized from the closing of              the Cardinal Project South Sale shall be applied as a mandatory prepayment in              accordance with Section 2.03(b)(ii) below within three (3) Business Days of the              receipt thereof by the applicable Loan Party.                     (ii)(ii) Application of Mandatory Prepayments.  If no Default or Event of             Default exists, the mandatory prepayments provided for in this Section 2.03(b)             shall be applied first, as a payment of all Unreimbursed Amounts then outstanding             until paid in full, and second, as a repayment of Revolver Principal Debt, but in             each case without a corresponding reduction of the Aggregate Committed Sum.               (c)   Mandatory Payments/Reductions.  If for any reason the Outstanding  Amount of all Committed Loans and L/C Obligations under the Facility exceeds the Aggregate  Committed Sum, the Borrower shall prepay Committed Loans and/or Cash Collateralize the L/C  Obligations in an aggregate amount equal to such excess within three (3) Business Days of such  excess occurring.               (d)   Prepayments: Interest/Consequential Loss.  All prepayments under this  Section 2.03 shall be made together with accrued interest to the date of such prepayment on the  principal amount prepaid and any amounts due under Section 3.05.                                            





 






             (e)   Pro Rata Treatment.  Each prepayment under this Section 2.03 shall be   applied to the Committed Loans of the applicable Lenders in accordance with their respective   Pro Rata Shares.                (f)   Inventory Financing Sublimit Borrowings. If on any Inventory Financing   Sublimit Borrowing Base Date the aggregate outstanding Inventory Financing Sublimit   Borrowings exceed the lesser of (x) the Inventory Financing Sublimit Availability and (y) the   Inventory Financing Sublimit Borrowing Base (such excess, the “Inventory Financing Sublimit   Prepayment Amount”), then, on or prior to the tenth Business Day of the calendar month   immediately succeeding such Inventory Financing Sublimit Borrowing Base Date, the Borrower   shall (i) prepay the outstanding Inventory Financing Sublimit Borrowings, (ii) convert   outstanding Inventory Financing Sublimit Borrowings to General Loans or (iii) prepay the   outstanding Inventory Financing Sublimit Borrowings and convert outstanding Inventory   Financing Sublimit Borrowings to General Loans, in any case of the foregoing clauses (i), (ii) or   (iii), in an amount equal to the Inventory Financing Sublimit Prepayment Amount for such   Inventory Financing Sublimit Borrowing Base Date.                (g)   Prepayment Class. Unless otherwise specified in the applicable   prepayment notice delivered pursuant to Section 2.03(a), or in writing by the Borrower prior to   such prepayment, all prepayments pursuant to Section 2.03(a), (b) or (c) shall be deemed to be   prepayments of first, General Loans and then, to the extent no General Loans are outstanding,  Inventory Financing Loans.          Section 2.04 Reduction or Termination of Commitments.  The Borrower may, upon   notice to the Administrative Agent, terminate or permanently reduce the Aggregate Committed   Sum to an amount not less than the sum of the Outstanding Amount of the then-existing Section   2.4(x) Revolver Principal Debt and Section 2.4(y) L/C Obligations; provided, that (xi) any such   notice shall be received by the Administrative Agent not later than 11:00 a.m. New York, New   York time, five (5) Business Days prior to the date of such termination or reduction, and (yii)   any such partial reduction shall be in an aggregate amount of $500,000 or any whole multiple of   $500,000 in excess thereof.  Any such notice may be revocable and condition such termination   or reduction of the Aggregate Committed Sum on the closing of a refinancing or transaction   permitted hereunder, the proceeds of which shall be used to prepay the Committed Loans.  The   Administrative Agent shall promptly notify the Lenders of any such notice of such reduction or   termination.  Once Except as set forth in Section 2.14, once reduced in accordance with this   Section 2.04, the Aggregate Committed Sum may not be increased.  Any reduction of the   Aggregate Committed Sum shall be applied to the Commitment of each Lender according to its   Pro Rata Share.  All commitment fees on the portion of the Aggregate Committed Sum so   terminated which have accrued to the effective date of any termination of Aggregate Committed   Sum shall be paid on the effective date of such termination.          Section 2.05 Repayment of Loans.  The Borrower shall repay to the Administrative   Agent for the pro rata benefit of the Lenders on the Maturity Date the aggregate principal amount   of all Committed Loans outstanding on such date.                                              





 






       Section 2.06 Interest.                (a)   Subject to the provisions of clause (b) below, (i) each Eurodollar Rate   Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a   rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate,   and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from   the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable  Rate.                (b)   The Borrower shall pay interest on all past due amounts at a fluctuating   interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by   applicable Law.  Accrued and unpaid interest on such past due amounts (including interest on   past due interest) shall be due and payable upon demand.                (c)   Interest on each Loan shall be due and payable in arrears on each Interest   Payment Date applicable thereto and at such other times as may be specified herein.  Interest   hereunder shall be due and payable in accordance with the terms hereof before and after   judgment, and before and after the commencement of any proceeding under any Debtor Relief   Law.                (d)   If the designated rate applicable to any Committed Borrowing exceeds the   Maximum Rate, the rate of interest on such Committed Borrowing shall be limited to the   Maximum Rate, but any subsequent reductions in such designated rate shall not reduce the rate   of interest thereon below the Maximum Rate until the total amount of interest accrued thereon   equals the amount of interest which would have accrued thereon if such designated rate had at all   times been in effect.  In the event that at maturity (stated or by acceleration), or at final payment   of the Outstanding Amount of any Committed Loans, or L/C Obligations, the total amount of   interest paid or accrued is less than the amount of interest which would have accrued if such   designated rates had at all times been in effect, then, at such time and to the extent permitted by   Law, the Borrower shall pay an amount equal to the difference between (i) the lesser of the   amount of interest which would have accrued if such designated rates had at all times been in   effect and the amount of interest which would have accrued if the Maximum Rate had at all   times been in effect, and (ii) the amount of interest actually paid or accrued on such Outstanding   Amount.          Section 2.07 Fees.                (a)   Commitment Fee.  The Borrower shall pay to the Administrative Agent   for the account of each Lender (except for any Defaulting Lender) in accordance with its Pro   Rata Share, a commitment fee equal to the Applicable Rate times the actual daily amount by   which the Aggregate Committed Sum exceeds the sum of (i) the Outstanding Amount of   Committed Loans and (ii) the Outstanding Amount of L/C Obligations.  The commitment fee   shall accrue at all times from the Closing Date until the Maturity Date and shall be due and   payable quarterly in arrears on the last Business Day of each March, June, September and   December, commencing with the first such date to occur after the Closing Date, and on the   Maturity Date.  The commitment fee shall be calculated quarterly in arrears, and if there is any   change in the Applicable Rate during any quarter, the actual daily amount shall be computed and                                             





 






 multiplied by the Applicable Rate separately for each period during such quarter that such   Applicable Rate was in effect.  The commitment fee shall accrue at all times, including at any   time during which one or more of the conditions in Article IV is not met.                (b)   Arrangers’ and Agency Fees.  The Borrower shall pay certain fees to the   Arrangers for their respective accounts in the amounts and at the times specified in (i) the letter   agreement, dated March 7, 2013 (the “RBC Fee Letter”), between the Borrower and Royal   Bank, and (ii) the letter agreement, dated March 7, 2013 (the “Wells Fee Letter;” the Wells Fee   Letter and the RBC Fee Letter, collectively, the “Agent/Arranger Fee Letters”), among the   Borrower, Wells Fargo Bank, National Association, and Wells Fargo Securities, LLC.  The fees   referenced in this clause (b) shall be fully earned when paid and shall be nonrefundable for any   reason whatsoever.                (c)   Lenders’ Upfront Fee.  On the Closing Date, the Borrower shall pay to the   Administrative Agent, for the account of the Lenders in accordance with their respective Pro   Rata Shares, an upfront fee in the agreed amount in accordance with the letter agreement, dated   March 7, 2013 (the “Engagement Letter”), among the Borrower, the Arrangers, and the other   parties thereto.  Such upfront fees are for the credit facilities by the applicable Lenders under this   Agreement and are fully earned on the date paid.  The upfront fee paid to each Lender is solely   for its own account and is nonrefundable for any reason whatsoever.          Section 2.08 Computation of Interest and Fees.  Computation of interest on Base   Rate Loans (solely to the extent determined with respect to the Administrative Agent’s prime  commercial lending rate in accordance with clause (b) of the definition thereof) shall be   calculated on the basis of a year of 365 or 366 days, as the case may be, and the actual number of   days elapsed.  Computation of all other types of interest and all fees shall be calculated on the   basis of a year of 360 days and the actual number of days elapsed, which results in a higher yield   to the payee thereof than a method based on a year of 365 or 366 days.  Interest shall accrue on   each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion   thereof, for the day on which the Loan or such portion is paid, provided, that any Loan that is   repaid on the same day on which it is made shall bear interest for one (1) day.          Section 2.09 Evidence of Debt.                (a)   The Credit Extensions made by each Lender shall be evidenced by one or   more accounts or records maintained by such Lender and by the Administrative Agent in the   ordinary course of business.  The accounts or records maintained by the Administrative Agent   and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions   made by the Lenders to the Borrower and the interest and payments thereon.  Any failure so to   record or any error in doing so shall not, however, limit or otherwise affect the obligation of the   Borrower hereunder to pay any amount owing with respect to the Obligations.  In the event of   any conflict between the accounts and records maintained by any Lender and the accounts and   records of the Administrative Agent in respect of such matters, the accounts and records of such   Lender shall control.  Upon the request of any Lender made through the Administrative Agent,   such Lender’s Loans may be evidenced by one or more Notes.  Each Lender may attach   schedules to its Note(s) and endorse thereon the date, Type (if applicable), amount and maturity   of the applicable Loans and payments with respect thereto.                                             





 






             (b)   In addition to the accounts and records referred to in clause (a), each   Lender and the Administrative Agent shall maintain in accordance with its usual practice  accounts or records evidencing the purchases and sales by such Lender of participations in  Letters of Credit.  In the event of any conflict between the accounts and records maintained by  the Administrative Agent and the accounts and records of any Lender in respect of such matters,  the accounts and records of the Administrative Agent shall control.          Section 2.10 Payments Generally.                (a)   All payments to be made by the Borrower shall be made without condition   or deduction for any counterclaim, defense, recoupment or setoff.  Except as otherwise expressly   provided herein, all payments by the Borrower hereunder shall be made to the Administrative   Agent, for the account of the respective Lenders to which such payment is owed, at the   Administrative Agent’s Office in Dollars and in immediately available funds not later than 12:00   noon, New York, New York time, on the date specified herein.  The Administrative Agent will   promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided   herein) of such payment in like funds as received by wire transfer to such Lender’s Lending   Office.  All payments received by the Administrative Agent after 12:00 noon, New York, New   York time, shall be deemed received on the next succeeding Business Day and any applicable  interest or fee shall continue to accrue.               (b)   Subject to the definition of “Interest Period”, if any payment to be made   by the Borrower shall come due on a day other than a Business Day, payment shall be made on   the next following Business Day, and such extension of time shall be reflected in computing   interest or fees, as the case may be.                (c)   If no Default or Event of Default exists and if no order of application is   otherwise specified in the Loan Documents, payments and prepayments of the Obligations shall   be applied first to fees, second to accrued interest then due and payable on the Outstanding   Amount of Loans and L/C Obligations, and then to the remaining Obligations in the order and   manner as Borrower may direct.                (d)   Unless the Borrower has notified the Administrative Agent prior to the   date any payment is required to be made by it to the Administrative Agent hereunder, that the   Borrower will not make such payment, the Administrative Agent may assume that the Borrower   has timely made such payment in accordance herewith and may (but shall not be so required to),   in reliance thereon, make available a corresponding amount to the Lenders or the L/C Issuer   Issuers entitled thereto.  If and to the extent that such payment was not in fact made to the   Administrative Agent in immediately available funds, then each Lender and the each L/C Issuer,   as the case may be, severally agrees to forthwith on demand repay to the Administrative Agent   the portion of such assumed payment that was made available to such Lender or the such L/C   Issuer, as applicable in immediately available funds, together with interest thereon in respect of   each day from and including the date such amount was made available by the Administrative   Agent to such Lender to the date such amount is repaid to the Administrative Agent in   immediately available funds, at the greater of the Federal Funds Rate from time to time in effect   and a rate determined by the Administrative Agent in accordance with banking industry rules on   interbank compensation.                                             





 






             (e)   Unless the Administrative Agent shall have received notice from a Lender   prior to the proposed date of any Committed Borrowing of Eurodollar Rate Loans (or, in the case   of any Committed Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such   Committed Borrowing) that such Lender will not make available to the Administrative Agent   such Lender’s share of such Committed Borrowing, the Administrative Agent may assume that   such Lender has made such share available on such date in accordance with Section 2.02 and   may, in reliance upon such assumption, make available to the Borrower a corresponding amount.    In such event, if a Lender has not in fact made its share of the applicable Committed Borrowing   available to the Administrative Agent, then the applicable Lender and the Borrower severally   agree to pay to the Administrative Agent forthwith on demand such corresponding amount with   interest thereon, for each day from and including the date such amount is made available to the   Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a   payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined   by the Administrative Agent in accordance with banking industry rules on interbank   compensation, and (ii) in the case of a payment to be made by the Borrower, the interest rate  applicable to Base Rate Loans.  If the Borrower and such Lender shall pay such interest to the   Administrative Agent for the same or an overlapping period, the Administrative Agent shall   promptly remit to the Borrower the amount of such interest paid by the Borrower for such   period.  If such Lender pays its share of the applicable Committed Borrowing to the   Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in   such Committed Borrowing.  Any payment by the Borrower shall be without prejudice to any   claim the Borrower may have against a Lender that shall have failed to make such payment to   the Administrative Agent.                (f)   If any Lender makes available to the Administrative Agent funds for any   Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and   such funds are not made available to the Borrower by the Administrative Agent because the   conditions to the applicable Committed Borrowing set forth in Article IV are not satisfied or   waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in   like funds as received from such Lender) to such Lender, without interest.                (g)   The obligations of the Lenders hereunder to make Loans are several and   not joint.  The failure of any Lender to make any Loan on any date required hereunder shall not   relieve any other Lender of its corresponding obligation to do so on such date, and no Lender  shall be responsible for the failure of any other Lender to so make its Loan or purchase its  participation.               (h)   Nothing herein shall be deemed to obligate any Lender to obtain the funds  for any Loan in any particular place or manner or to constitute a representation by any Lender  that it has obtained or will obtain the funds for any Loan in any particular place or manner.          Section 2.11 Sharing of Payments.  If, other than as expressly provided elsewhere   herein, any Lender shall obtain on account of the Committed Loans made by it, or the   participations in the L/C Obligations, any payment (whether voluntary, involuntary, through the   exercise of any right of set-off or otherwise) in excess of its ratable share (or other share   contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative  Agent of such fact, and (b) purchase from the other Lenders such participations in the Committed                                            





 






 Loans made by them, and/or such subparticipations in the participations in L/C Obligations held   by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the   excess payment in respect of such Committed Loan or such participations, as the case may be,   pro rata with each of them; provided, however, that if all or any portion of such excess payment   is thereafter recovered from the purchasing Lender, such purchase shall to that extent be   rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid  therefor, together with an amount equal to such paying Lender’s ratable share (according to the  proportion of the amount of such paying Lender’s required repayment to the total amount so  recovered from the purchasing Lender) of any interest or other amount paid or payable by the  purchasing Lender in respect of the total amount so recovered.  The Borrower agrees that any  Lender so purchasing a participation from another Lender may, to the fullest extent permitted by  law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.09)   with respect to such participation as fully as if such Lender were the direct creditor of the   Borrower in the amount of such participation.  The Administrative Agent will keep records   (which shall be conclusive and binding in the absence of manifest error) of participations   purchased under this Section and will in each case notify the Lenders following any such   purchases or repayments.  Each Lender that purchases a participation pursuant to this Section   shall from and after such purchase have the right to give all notices, requests, demands,   directions and other communications under this Agreement with respect to the portion of the   Obligations purchased to the same extent as though the purchasing Lender were the original   owner of the Obligations purchased.  Notwithstanding the foregoing, in the event that any   Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid   over immediately to the Administrative Agent for further application in accordance with the   provisions of Section 2.15 and, pending such payment, shall be segregated by such Defaulting   Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent,   the L/C Issuer Issuers and the Lenders, and (b) the Defaulting Lender shall provide promptly to   the Administrative Agent a statement describing in reasonable detail the Obligations owing to   such Defaulting Lender as to which it exercised such right of setoff.          Section 2.12 Priority of Hedging Obligations.  Any amounts received in satisfaction   of any Obligations arising under the Loan Documents, including, without limitation, Obligations   under this Agreement and any Lender Hedging Agreement, shall rank pari passu in right of   payment and shall be used to repay such Obligations on a pro rata basis provided, that to the   extent that any Excluded Swap Obligation exists, payments may not be shared on a pari passu   basis to the extent that doing so would violate the Commodity Exchange Act.          Section 2.13 Letters of Credit.                (a)   The Letter of Credit Commitment.                      (i)   Subject to the terms and conditions set forth herein, (A) the L/C         Issuer agreesIssuers agree, in reliance upon the agreements of the other Lenders set forth         in this Section 2.13, (1) from time to time on any Business Day during the period from         the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for         the account of the Borrower or its Restricted Subsidiaries, and to amend or renew Letters         of Credit previously issued by it, in accordance with clause (b) below, and (2) to honor         drafts under the Letters of Credit, and (B) the Lenders severally agree to participate in                                             





 






 Letters of Credit issued for the account of the Borrower and its Restricted Subsidiaries;  provided, that the no L/C Issuer shall not be obligated to make any L/C Credit Extension   with respect to any Letter of Credit, and no Lender shall be obligated to participate in,   any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Outstanding   Amount of all L/C Obligations and all Committed Loans would exceed the Aggregate  Committed Sum under the Facility, (y) the aggregate Outstanding Amount of the  Committed Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding  Amount of all L/C Obligations, would exceed such Lender’s Committed Sum under the  Facility, or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter  of Credit Sublimit.  Within the foregoing limits, and subject to the terms and conditions  hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and  accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to  replace Letters of Credit that have expired or that have been drawn upon and reimbursed.                (ii)  The An L/C Issuer shall be under no obligation to issue any Letter   of Credit if:                      (A)   any order, judgment or decree of any Governmental         Authority or arbitrator shall by its terms purport to enjoin or restrain the such L/C         Issuer from issuing such Letter of Credit, or any Law applicable to the such L/C         Issuer or any request or directive (whether or not having the force of law) from         any Governmental Authority with jurisdiction over the such L/C Issuer shall         prohibit, or request that the such L/C Issuer refrain from, the issuance of letters of         credit generally or such Letter of Credit in particular or shall impose upon the         such L/C Issuer with respect to such Letter of Credit any restriction, reserve or         capital requirement (for which the such L/C Issuer is not otherwise compensated         hereunder) not in effect on the Closing Date, or shall impose upon the such L/C         Issuer any unreimbursed loss, cost or expense which was not applicable on the         Closing Date and which the such L/C Issuer in good faith deems material to it; or                      (B)   the issuance of such Letter of Credit would violate one or         more policies of the such L/C Issuer.                (iii) The An L/C Issuer shall not issue any Letter of Credit if:                      (A)   subject to Section 2.13(b)(iii), the expiry date of such         requested Letter of Credit would occur more than twelve (12) months after the         date of issuance or last renewal, unless the Required Lenders have approved such         expiry date;                      (B)   the expiry date of such requested Letter of Credit would         occur after the Letter of Credit Expiration Date, unless all the Lenders have         approved such expiry date; or                      (C)   such Letter of Credit is in a face amount less than         $100,000, or is to be used for a purpose other than as described in Section 6.12 or         is denominated in a currency other than Dollars.                                       





 






                  (iv)  The No L/C Issuer shall be under no any obligation to amend any a        Letter of Credit if (A) the such L/C Issuer would have no obligation at such time to issue        such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary        of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.               (b)   Procedures for Issuance and Amendment of Letters of Credit; Evergreen  Letters of Credit.                     (i)   Each Letter of Credit shall be issued or amended, as the case may        be, upon the request of the Borrower delivered to the applicable L/C Issuer (with a copy        to the Administrative Agent) in the form of a Letter of Credit Application, appropriately        completed and signed by a Responsible Officer of the Borrower.  Such L/C Letter of        Credit Application must be received by the such L/C Issuer and the Administrative Agent        not later than 11:00 a.m., New York, New York time, at least two (2) Business Days (or        such later date and time as the such L/C Issuer may agree in a particular instance in its        sole discretion) prior to the proposed issuance date or date of amendment, as the case        may be.  In the case of a request for an initial issuance of a Letter of Credit, such Letter of        Credit Application shall specify in form and detail satisfactory to the such L/C Issuer (A)        the proposed issuance date of the requested Letter of Credit (which shall be a Business        Day), (B) the amount thereof, (C) the expiry date thereof, (D) the name and address of        the beneficiary thereof, (E) the documents to be presented by such beneficiary in case of       any drawing thereunder, (F) the full text of any certificate to be presented by such        beneficiary in case of any drawing thereunder, and (G) such other matters as the such L/C        Issuer may require.  In the case of a request for an amendment of any outstanding Letter        of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to        the applicable L/C Issuer (w) the Letter of Credit to be amended, (x) the proposed date of        amendment thereof (which shall be a Business Day), (y) the nature of the proposed        amendment, and (z) such other matters as the such L/C Issuer may require.                     (ii)  Promptly after receipt of any Letter of Credit Application, the        applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in        writing) that the Administrative Agent has received a copy of such Letter of Credit        Application from the Borrower and, if not, the such L/C Issuer will provide the        Administrative Agent with a copy thereof.  Upon receipt by the applicable L/C Issuer of        confirmation from the Administrative Agent that the requested issuance or amendment is        permitted in accordance with the terms hereof, then, subject to the terms and conditions        hereof, the such L/C Issuer shall, on the requested date, issue a Letter of Credit for the        account of the Borrower or enter into the applicable amendment, as the case may be, in        each case in accordance with the such L/C Issuer’s usual and customary business        practices.  Immediately upon the issuance of each Letter of Credit, each Lender shall be        deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the        applicable L/C Issuer a participation in such Letter of Credit in an amount equal to the        product of such Lender’s Pro Rata Share times the amount of such Letter of Credit.                     (iii) If the Borrower so requests in any applicable Letter of Credit        Application, the an L/C Issuer may, in its sole and absolute discretion, agree to issue a        Letter of Credit that has automatic renewal provisions (each, an “Evergreen Letter of                                            





 






 Credit”); provided, that any such Evergreen Letter of Credit must permit the such L/C   Issuer to prevent any such renewal at least once in each twelve-month period  (commencing with the date of issuance of such Letter of Credit) by giving prior notice to  the beneficiary thereof not later than a day (the “Nonrenewal Notice Date”) in each such  twelve-month period to be agreed upon at the time such Letter of Credit is issued.  Unless  otherwise directed by the applicable L/C Issuer, the Borrower shall not be required to   make a specific request to the such L/C Issuer for any such renewal.  Once an Evergreen   Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but   may not require) the applicable L/C Issuer to permit the renewal of such Letter of Credit   at any time to a date not later than the Letter of Credit Expiration Date; provided,   however, that the such L/C Issuer shall not permit any such renewal if it has received   notice on or before the Business Day immediately preceding the Nonrenewal Notice Date   (A) from the Administrative Agent that the Required Lenders have elected not to permit   such renewal, or (B) from any Lender stating that one or more of the applicable   conditions specified in Section 4.02 is not then satisfied and directing the such L/C Issuer   not to permit such renewal.  Notwithstanding anything to the contrary contained herein,   the an L/C Issuer shall have no obligation to permit the renewal of any Evergreen Letter   of Credit at any time.                (iv)  Promptly, after its delivery of any Letter of Credit or any   amendment to a Letter of Credit to an advising bank with respect thereto or to the   beneficiary thereof, the applicable L/C Issuer will also deliver to the Borrower and the   Administrative Agent a true and complete copy of such Letter of Credit or amendment.          (c)   Drawings and Reimbursements; Funding of Participations.                (i)   Upon any drawing under any Letter of Credit, the applicable L/C   Issuer shall notify the Borrower and the Administrative Agent thereof.  If a payment is   made by the an L/C Issuer under a Letter of Credit, the Borrower shall reimburse the such   L/C Issuer through the Administrative Agent not later than 12:00 noon, New York, New  York time, on the date such payment under such Letter of Credit is made (the “Honor   Date”), if the Borrower shall have received notice of such payment prior to 10:00 a.m.,   New York, New York time, on the Honor Date, or if such notice has not been received by   the Borrower prior to such time on the Honor Date, then not later than 12:00 noon, New   York, New York time, on (A) the Business Day that the Borrower receives such notice, if   such notice is received prior to 10:00 a.m., New York, New York time, on the day of   receipt, or (B) the Business Day immediately following the day that the Borrower   receives such notice, if such notice is not received prior to such time on the day of   receipt.  Any such reimbursement by the Borrower which is made after the Honor Date   shall be made together with interest on the amount disbursed from and including the   Honor Date until payment in full of such disbursed amount, at a varying rate per annum   equal to the then applicable interest rate for Base Rate Loans through the date that   payment is due to be made pursuant to this Section, and thereafter, at the Default Rate   applicable to Base Rate Loans.    If the Borrower fails to so reimburse the an L/C Issuer by the time required by the terms   of this clause (i), the Administrative Agent shall promptly notify each Lender of the                                       





 






 Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”),   and such Lender’s Pro Rata Share thereof.  In such event, the Borrower shall be deemed   to have requested a Committed Borrowing of Base Rate Loans to be disbursed in an   amount equal to the Unreimbursed Amount, without regard to the minimum and   multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but   subject to the amount of the unutilized portion of the Aggregate Commitments and the   conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice).    Any notice given by the an L/C Issuer or the Administrative Agent pursuant to this   Section 2.13(c)(i) may be given by telephone if immediately confirmed in writing;   provided, that the lack of such an immediate confirmation shall not affect the  conclusiveness or binding effect of such notice.                (ii)  Each Lender (including the each Lender acting as an L/C Issuer)   shall upon any notice pursuant to Section 2.13(c)(i) make funds available to the   Administrative Agent for the account of the applicable L/C Issuer at the Administrative   Agent’s Office in an amount equal to its Pro Rata Share of the Unreimbursed Amount not   later than 2:00 p.m., New York, New York time, on the Business Day specified in such  notice by the Administrative Agent, whereupon, subject to the provisions of Section   2.13(c)(iii), each Lender that so makes funds available shall be deemed to have made a   Base Rate Loan to the Borrower in such amount.  The Administrative Agent shall remit   the funds so received to the applicable L/C Issuer.                (iii) With respect to any Unreimbursed Amount that is not fully   refinanced by a Committed Borrowing of Base Rate Loans because the conditions set   forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be   deemed to have incurred from the applicable L/C Issuer an L/C Borrowing in the amount   of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due   and payable on demand (together with interest) and shall bear interest at the Default Rate.    In such event, each Lender’s payment to the Administrative Agent for the account of the   such L/C Issuer pursuant to Section 2.13(c)(ii) shall be deemed payment in respect of its   participation in such L/C Borrowing and shall constitute an L/C Advance from such   Lender in satisfaction of its participation obligation under this Section 2.13.                (iv)  Until each Lender funds its Committed Loan or L/C Advance   pursuant to this Section 2.13(c) to reimburse the applicable L/C Issuer for any amount   drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of   such amount shall be solely for the account of the such L/C Issuer.                (v)   Each Lender’s obligation to make Committed Loans or L/C   Advances to reimburse the an L/C Issuer for amounts drawn under Letters of Credit, as   contemplated by this Section 2.13(c), shall be absolute and unconditional and shall not be   affected by any circumstance, including (A) any set-off, counterclaim, recoupment,   defense or other right which such Lender may have against the such L/C Issuer, the   Borrower or any other Person for any reason whatsoever, (B) the occurrence or  continuance of a Default or Event of Default, or (C) any other occurrence, event or  condition, whether or not similar to any of the foregoing.  Any such reimbursement shall  not relieve or otherwise impair the obligation of the Borrower to reimburse the applicable                                       





 






      L/C Issuer for the amount of any payment made by the such L/C Issuer under any Letter        of Credit, together with interest as provided herein.                     (vi)  If any Lender fails to make available to the Administrative Agent        for the account of the an L/C Issuer any amount required to be paid by such Lender        pursuant to the foregoing provisions of this Section 2.13(c) by the time specified in        Section 2.13(c)(ii), the such L/C Issuer shall be entitled to recover from such Lender        (acting through the Administrative Agent), on demand, such amount with interest thereon        for the period from the date such payment is required to the date on which such payment       is immediately available to the such L/C Issuer at a rate per annum equal to the Federal        Funds Rate from time to time in effect.  A certificate of the an L/C Issuer submitted to        any Lender (through the Administrative Agent) with respect to any amounts owing under        this Section 2.13(c)(iv2.13(c)(vi) shall be conclusive absent manifest error.               (d)   Repayment of Participations.                     (i)   At any time after the an L/C Issuer has made a payment under any        Letter of Credit and has received from any Lender such Lender’s L/C Advance in respect        of such payment in accordance with Section 2.13(c), if the Administrative Agent receives        for the account of the such L/C Issuer any payment related to such Letter of Credit        (whether directly from the Borrower or otherwise, including proceeds of cash Collateral        applied thereto by the Administrative Agent), or any payment of interest thereon, the        Administrative Agent will distribute to such Lender its Pro Rata Share thereof in the        same funds as those received by the Administrative Agent.                     (ii)  If any payment received by the Administrative Agent for the        account of the an L/C Issuer pursuant to Section 2.13(c)(i) is required to be returned, each        Lender shall pay to the Administrative Agent for the account of the such L/C Issuer its        Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon        from the date of such demand to the date such amount is returned by such Lender, at a        rate per annum equal to the Federal Funds Rate from time to time in effect.               (e)   Obligations Absolute.  The obligation of the Borrower to reimburse the  L/C Issuer Issuers for each drawing under each Letter of Credit, and to repay each L/C  Borrowing and each drawing under a Letter of Credit that is refinanced by a Committed  Borrowing of Loans, shall be absolute, unconditional and irrevocable, and shall be paid strictly  in accordance with the terms of this Agreement under all circumstances, including the following:                     (i)   any lack of validity or enforceability of such Letter of Credit, this        Agreement, or any other agreement or instrument relating thereto;                     (ii)  the existence of any claim, counterclaim, set-off, defense or other        right that the Borrower may have at any time against any beneficiary or any transferee of        such Letter of Credit (or any Person for whom any such beneficiary or any such        transferee may be acting), the an L/C Issuer or any other Person, whether in connection        with this Agreement, the transactions contemplated hereby or by such Letter of Credit or        any agreement or instrument relating thereto, or any unrelated transaction;                                            





 






                   (iii) any draft, demand, certificate or other document presented under         such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any         respect or any statement therein being untrue or inaccurate in any respect; or any loss or         delay in the transmission or otherwise of any document required in order to make a         drawing under such Letter of Credit;                      (iv)  any payment by the an L/C Issuer under such Letter of Credit         against presentation of a draft or certificate that does not strictly comply with the terms of         such Letter of Credit, or any payment made by the an L/C Issuer under such Letter of         Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession,        assignee for the benefit of creditors, liquidator, receiver or other representative of or        successor to any beneficiary or any transferee of such Letter of Credit, including any        arising in connection with any proceeding under any Debtor Relief Law; or                      (v)   any other circumstance or happening whatsoever, whether or not         similar to any of the foregoing, that might otherwise constitute a defense available to, or a         discharge of, the Borrower.          The Borrower shall promptly examine a copy of each Letter of Credit and each   amendment thereto that is delivered to it and, in the event of any claim of noncompliance with   the Borrower’s instructions or other irregularity, the Borrower will immediately notify the   applicable L/C Issuer.  The Borrower shall be conclusively deemed to have waived any such   claim against the such L/C Issuer and its correspondents unless such notice is given as aforesaid.                (f)   Role of L/C Issuer.  Each Lender and the Borrower agree that, in paying   any drawing under a Letter of Credit, the no L/C Issuer shall not have any responsibility to   obtain any document (other than any sight draft, certificates and documents expressly required   by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such   document or the authority of the Person executing or delivering any such document.  No Agent-  Related Person nor any of the respective correspondents, participants or assignees of the an L/C   Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at   the request or with the approval of the Lenders or the Required Lenders, as applicable, (ii) any   action taken or omitted in the absence of gross negligence or willful misconduct, or (iii) the due   execution, effectiveness, validity or enforceability of any document or instrument related to any  Letter of Credit or Letter of Credit Application.  The Borrower hereby assumes all risks of the  acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit;   provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s   pursuing such rights and remedies as it may have against the beneficiary or transferee at law or   under any other agreement.  No Agent-Related Person, nor any of the respective correspondents,   participants or assignees of the an L/C Issuer, shall be liable or responsible for any of the matters   described in clauses (i) through (v) of Section 2.13(e); provided, however, that anything in such   clauses to the contrary notwithstanding, the Borrower may have a claim against the an L/C   Issuer, and the an L/C Issuer may be liable to the Borrower, to the extent, but only to the extent,   of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower   which the Borrower proves were caused by the such L/C Issuer’s willful misconduct or gross   negligence or the such L/C Issuer’s willful failure to pay under any Letter of Credit after the   presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the                                             





 






terms and conditions of a Letter of Credit.  In furtherance and not in limitation of the foregoing,  the an L/C Issuer may accept documents that appear on their face to be in order, without  responsibility for further investigation, regardless of any notice or information to the contrary,  and the no L/C Issuer shall not be responsible for the validity or sufficiency of any instrument  transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or  benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or  ineffective for any reason.               (g)   Cash Collateral.  Upon the request of the Administrative Agent, (i) if the  an L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such  drawing has resulted in an L/C Borrowing that has not been repaid in full, or (ii) if, as of the  Letter of Credit Expiration Date, any Letter of Credit may for any reason remain outstanding and  partially or wholly undrawn, the Borrower shall immediately Cash Collateralize the then- Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount).   In addition, at any time that there shall exist a Defaulting Lender, within one (1) Business Day  following the written request of the Administrative Agent or the an L/C Issuer (with a copy to  the Administrative Agent) the Borrower shall Cash Collateralize the such L/C Issuers’ Issuer’s  Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to  Section 2.15(a)(iv) and any Cash Collateral provided by such Defaulting Lender).                     (i)   Grant of Security Interest.  The Borrower, and to the extent        provided by any Defaulting Lender, such Defaulting Lender, hereby grants to the        Administrative Agent, for the benefit of the L/C Issuers, and agrees to maintain, a first        priority security interest in all such Cash Collateral as security for the obligations to        which Cash Collateral may be applied.  If at any time the Administrative Agent        determines that Cash Collateral is subject to any right or claim of any Person other than        the Administrative Agent and the L/C Issuers as herein provided (other than Permitted        Liens), the Borrower will, promptly upon demand by the Administrative Agent, pay or        provide to the Administrative Agent additional Cash Collateral in an amount sufficient to        eliminate such deficiency (after giving effect to any Cash Collateral provided by the        Defaulting Lender).                     (ii)  Application.  Notwithstanding anything to the contrary contained        in this Agreement, Cash Collateral provided under this Section 2.13(g) or Section 2.15 in        respect of Letters of Credit shall be applied to the satisfaction of the Defaulting Lender’s        obligation to fund participations in respect of L/C Obligations (including, as to Cash        Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for        which the Cash Collateral was so provided, prior to any other application of such        property as may otherwise be provided for herein.                     (iii) Termination of Requirement.  Cash Collateral (or the appropriate        portion thereof) provided to reduce the an L/C Issuer’s Fronting Exposure shall no longer        be required to be held as Cash Collateral pursuant to this Section 2.13(g) following (A)        the elimination of the applicable Fronting Exposure (including by the termination of        Defaulting Lender status of the applicable Lender), or (B) the determination by the       Administrative Agent and the such L/C Issuer that there exists excess Cash Collateral;        provided, that, subject to Section 2.15, the Person providing Cash Collateral and the such                                            





 






       L/C Issuer may agree that Cash Collateral shall be held to support future anticipated         Fronting Exposure or other obligations and provided further that to the extent that such         Cash Collateral was provided by the Borrower, such Cash Collateral shall remain subject         to the security interest granted pursuant to the Loan Documents.                      (iv)  Adjustment.  If at any time any L/C Obligations with respect to         which Cash Collateral has been provided by the Borrower are able to be reallocated         pursuant to Section 2.15(a)(iv) or are also Cash Collateralized by a Defaulting Lender,         then, if and to the extent the amount of such excess Cash Collateral provided by the         Borrower exceeds $100,000, the Collateral Agent shall promptly return such excess         amount in full to the Borrower.                (h)   Applicability of ISP98.  Unless otherwise expressly agreed by the   applicable L/C Issuer and the Borrower when a Letter of Credit is issued (including any such   agreement applicable to an Existing Letter of Credit), the rules of the “International Standby   Practices 1998” published by the Institute of International Banking Law & Practice (or such later  version thereof as may be in effect at the time of issuance) shall apply to each Letter of Credit.                (i)   Letter of Credit Fees.  Subject to Section 2.15 at any time there is a   Defaulting Lender, the Borrower shall pay to the Administrative Agent for the account of each   Lender in accordance with its Pro Rata Share a Letter of Credit fee for each Letter of Credit   issued equal to the product of the Applicable Rate times the actual daily undrawn amount under   each Letter of Credit.  Such fee for each Letter of Credit shall be due and payable in arrears on   the last Business Day of each March, June, September and December, commencing with the first   such date to occur after the issuance of such Letter of Credit, and on the Letter of Credit   Expiration Date.  If there is any change in the Applicable Rate during any quarter, the actual   daily undrawn amount of each Letter of Credit shall be computed and multiplied by the   Applicable Rate separately for each period during such quarter that such Applicable Rate was in   effect.                (j)   Fronting Fee and Documentary and Processing Charges Payable to L/C   IssuerIssuers.  The Borrower shall pay directly to the applicable L/C Issuer for its own account   an annual fronting fee in an amount with respect to each Letter of Credit issued equal to the   greater of (i) $500 or (ii) 1/4 of 1% per annum calculated on the daily undrawn face amount  thereof.  In addition, the Borrower shall pay directly to the applicable L/C Issuer for its own   account the customary issuance, presentation, amendment and other processing fees, and other   standard costs and charges, of the such L/C Issuer relating to letters of credit as from time to time   in effect.  Such fees and charges are due and payable on demand and are nonrefundable.                (k)   Conflict with Letter of Credit Application.  In the event of any conflict   between the terms hereof and the terms of any Letter of Credit Application, the terms hereof   shall control.          Section 2.14 [Reserved].          Section 2.14 Increase in Aggregate Committed Sum.                                              





 






            (a)   Request for Increase.  Provided there exists no Default or Event of Default  and the MLP Senior Notes due February 15, 2021 have been refinanced in a manner not  prohibited by Section 7.04 prior to or contemporaneously with the effectiveness of such increase,  upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower  may request an increase in the Aggregate Committed Sum to an amount not exceeding  $500,000,000; provided, that any such request for an increase shall be in a minimum amount of  $25,000,000 (or such lesser amount as required for the Aggregate Commitments, as increased  hereby, to equal $500,000,000).  The Borrower may request that one or more Lenders agree to  increase its or their Committed Sum. In addition, subject to the approval of the Administrative  Agent and the applicable L/C Issuers (which approvals shall not be unreasonably withheld or  delayed), the Borrower may also invite additional Eligible Assignees to become Lenders  pursuant to joinder agreements in form and substance reasonably satisfactory to the  Administrative Agent.               (b)   Effective Date and Allocations.  No Lender’s Committed Sum may be  increased without its written agreement to such increase.  If the Aggregate Commitments are  increased in accordance with this Section 2.14, the Administrative Agent and the Borrower shall  determine the effective date (such date, “Increase Effective Date”) and the final allocation of  such increase.  The Administrative Agent shall notify the Lenders of the allocation of such  increase and the Increase Effective Date.               (c)   Conditions to Effectiveness of Increase.  As a condition precedent to each  increase, the Borrower shall deliver to the Administrative Agent such Loan Documents (or  amendments thereto), in form and substance reasonably satisfactory to the Administrative Agent,  as the Administrative Agent shall reasonably request to reflect such increase (including, without  limitation, if reasonably requested by the Administrative Agent, one or more supplements to the  Vessel Mortgages reflecting such increase), together with a certificate of each Loan Party dated  as of the Increase Effective Date signed by a Responsible Officer of such Loan Party  (i) certifying and attaching the resolutions adopted by each such Loan Party approving or  consenting to the increased Aggregate Committed Sum (or certifying as to resolutions previously  certified to the Administrative Agent and such resolutions include such approval of or consent to  such increased Aggregate Committed Sum), and (ii) in the case of the Borrower and the MLP,  certifying that, before and after giving effect to such increased Aggregate Committed Sum, (A)  the representations and warranties of the Borrower and the MLP contained in Article V and the  other Loan Documents are true and correct in all material respects on and as of the Increase  Effective Date, except to the extent that such representations and warranties specifically refer to  an earlier date, in which case they are true and correct in all material respects as of such earlier  date, (B) no Default or Event of Default exists and (C) the MLP Senior Notes due February 15,  2021 have been refinanced in a manner not prohibited by Section 7.04 prior to or  contemporaneously with the effectiveness of such increase.  On the Increase Effective Date, (x)  the Aggregate Committed Sum shall be increased and (y) each Lender increasing its  Commitment and each additional Lender, as applicable, shall purchase a portion of the  outstanding Loans (and participation interests in Letters of Credit) of each of the other Lenders  (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale)  such that each Lender (including any additional Lender, if applicable) shall hold its Pro Rata  Share of the outstanding Loans (and participation interests) after giving effect to the increase in                                             





 






the Aggregate Committed Sum.  The Borrower shall pay any additional amounts required  pursuant to Section 3.05.               (d)   Conflicting Provisions.  This Section 2.14 shall supersede any provisions  in Section 2.11 or Section 10.01 to the contrary.         Section 2.15 Defaulting Lenders.               (a)   Defaulting Lender Adjustments.  Notwithstanding anything to the contrary  contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as  such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:                     (i)   Waivers and Amendments.  Such Defaulting Lender’s right to        approve or disapprove any amendment, waiver or consent with respect to this Agreement        shall be restricted as set forth in the definition of Required Lenders and as set forth in        Section 10.01(a).                     (ii)  Defaulting Lender Waterfall.  Any payment of principal, interest,        fees or other amounts received by the Administrative Agent for the account of such        Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII        or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant        to Section 2.11 shall be applied at such time or times as may be determined by the        Administrative Agent as follows: first, to the payment of any amounts owing by such        Defaulting Lender to the Administrative Agent hereunder; second, to the payment of any        amounts owing by such Defaulting Lender to the L/C Issuer Issuers hereunder; third, to        Cash Collateralize the L/C Issuers’ Fronting Exposure with respect to such Defaulting        Lender in accordance with Section 2.13(g); fourth, as the Borrower may request (so long        as no Default or Event of Default exists), to the funding of any Loan in respect of which        such Defaulting Lender has failed to fund its portion thereof as required by this        Agreement, as determined by the Administrative Agent; fifth, if so determined by the        Administrative Agent and the Borrower, to be held in a deposit account and released pro        rata in order to (A) satisfy such Defaulting Lender’s potential future funding obligations        with respect to Loans under this Agreement, and (B) Cash Collateralize the L/C Issuer’s        Issuers’ future Fronting Exposure with respect to such Defaulting Lender with respect to        future Letters of Credit issued under this Agreement, in accordance with Section 2.13(g);        sixth, to the payment of any amounts owing to the Lenders or the L/C Issuer Issuers as a        result of any judgment of a court of competent jurisdiction obtained by any Lender or the        L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach       of its obligations under this Agreement; seventh, so long as no Default or Event of        Default exists, to the payment of any amounts owing to the Borrower as a result of any        judgment of a court of competent jurisdiction obtained by the Borrower against such        Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under        this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court        of competent jurisdiction; provided, that if (x) such payment is a payment of the principal        amount of any Loans or L/C Advances in respect of which such Defaulting Lender has        not fully funded its appropriate share, and (y) such Loans were made or the related        Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were                                            





 






satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C  Advances owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied  to the payment of any Loans of, or L/C Disbursements Advances owed to, such  Defaulting Lender until such time as all Loans and funded and unfunded participations in  L/C Obligations are held by the Lenders pro rata in accordance with the Commitments  under the Facility without giving effect to Section 2.15(a)(iv).  Any payments,  prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or  held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to  this Section 2.15(a)(iii2.15(a)(ii) shall be deemed paid to and redirected by such  Defaulting Lender, and each Lender irrevocably consents hereto.               (iii) Certain Fees.                     (A)   No Defaulting Lender shall be entitled to receive any        Commitment Fee commitment fee for any period during which that Lender is a        Defaulting Lender (and the Borrower shall not be required to pay any such fee        that otherwise would have been required to have been paid to that Defaulting        Lender).                     (B)   Each Defaulting Lender shall be entitled to receive Letter        of Credit fees pursuant to Section 2.13(i) for any period during which that Lender        is a Defaulting Lender only to the extent allocable to its Pro Rata Share of the        stated amount of Letters of Credit for which it has provided Cash Collateral        pursuant to Section 2.13(g).                     (C)   With respect to any such Letter of Credit fee not required to        be paid to any Defaulting Lender pursuant to clause (B) above, the Borrower shall        (I) pay to each Non-Defaulting Lender that portion of any such fee otherwise        payable to such Defaulting Lender with respect to such Defaulting Lender’s        participation in L/C Advances that has been reallocated to such Non-Defaulting        Lender pursuant to clause (iv) below, (II) pay to the applicable L/C Issuer the        amount of any such fee otherwise payable to such Defaulting Lender to the extent        of the such L/C Issuer’s Fronting Exposure, and (III) not be required to pay the        remaining amount of any such fee to the extent the Borrower has Cash        Collateralized outstanding L/C Obligations.               (iv)  Reallocation of Participations to Reduce Fronting Exposure.  All or  any part of such Defaulting Lender’s participation in L/C Obligations shall be reallocated  among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares  (calculated without regard to such Defaulting Lender’s Commitment) but only to the  extent that (A) the conditions set forth in Section 4.02 are satisfied at the time of such  reallocation (and, unless the Borrower shall have otherwise notified the Administrative  Agent at such time, the Borrower shall be deemed to have represented and warranted that  such conditions are satisfied at such time), and (B) such reallocation does not cause the  aggregate Outstanding Amount of all Loans and L/C Obligations of any Non-Defaulting  Lender to exceed such Non-Defaulting Lender’s Commitment.  Subject to Section 10.22,  no reallocation hereunder shall constitute a waiver or release of any claim of any party                                      





 






       hereunder against a Defaulting Lender arising from that Lender having become a         Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such         Non-Defaulting Lender’s increased exposure following such reallocation.                      (v)   Cash Collateral.  If the reallocation described in clause (iv) above         cannot, or can only partially, be effected, the Borrower shall, without prejudice to any         right or remedy available to it hereunder or under law, Cash Collateralize the such L/C         Issuer’s Fronting Exposure in accordance with the procedures set forth in Section 2.13(g).                (b)   Defaulting Lender Cure.  If the Borrower, the Administrative Agent and   the L/C Issuer Issuers agree in writing that a Lender is no longer a Defaulting Lender, the   Administrative Agent will so notify the parties hereto, whereupon as of the effective date   specified in such notice and subject to any conditions set forth therein (which may include   arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable,   purchase at par that portion of outstanding Loans of the other Lenders or take such other actions   as the Administrative Agent may determine to be necessary to cause the Loans and funded and   unfunded participations in Letters of Credit to be held pro rata by the Lenders in accordance with   the Commitments under the applicable Facility (without giving effect to Section 2.15(a)(iv)),   whereupon such Lender will cease to be a Defaulting Lender; provided, that no adjustments will   be made retroactively with respect to fees accrued or payments made by or on behalf of the   Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the   extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting   Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising   from that Lender’s having been a Defaulting Lender.                (c)   New Letters of Credit.  So long as any Lender is a Defaulting Lender, the   no L/C Issuer shall not be required to issue, extend, renew or increase any Letter of Credit unless   it is satisfied that it will have no Fronting Exposure after giving effect thereto.                                     ARTICLE III                   TAXES, YIELD PROTECTION AND ILLEGALITY         Section 3.01 Taxes.               (a)   Any and all payments by or on account of any obligation of the Borrower  under any Loan Document shall be made without deduction or withholding for any Taxes, except  as required by applicable law.  If any applicable law (as determined in the good faith discretion  of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any  such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled  to make such deduction or withholding and shall timely pay the full amount deducted or  withheld to the relevant Governmental Authority in accordance with applicable law and, if such  Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary  so that after such deduction or withholding has been made (including such deductions and  withholdings applicable to additional sums payable under this Section) the applicable Recipient  receives an amount equal to the sum it would have received had no such deduction or  withholding been made.                                             





 






            (b)   The Borrower shall timely pay to the relevant Governmental Authority in  accordance with applicable law, or at the option of the Administrative Agent timely reimburse it  for the payment of, any Other Taxes.               (c)   The Borrower shall indemnify each Recipient, within ten (10) days after  demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes  imposed or asserted on or attributable to amounts payable under this Section) payable or paid by  such Recipient or required to be withheld or deducted from a payment to such Recipient and any  reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified  Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A  certificate as to the amount of such payment or liability delivered to the Borrower by a Lender  (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or  on behalf of a Lender, shall be conclusive absent manifest error.               (d)   Each Lender shall severally indemnify the Administrative Agent, within  ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender  (but only to the extent that the Borrower has not already indemnified the Administrative Agent  for such Indemnified Taxes and without limiting the obligation of the Borrower to do so),  (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section  10.07 relating to the maintenance of a Participant Register, and (iii) any Excluded Taxes  attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in  connection with any Loan Document, and any reasonable expenses arising therefrom or with  respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the  relevant Governmental Authority.  A certificate as to the amount of such payment or liability  delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.   Each Lender hereby authorizes the Administrative Agent to set off and apply any and all  amounts at any time owing to such Lender under any Loan Document or otherwise payable by  the Administrative Agent to the Lender from any other source against any amount due to the  Administrative Agent under this clause (d).               (e)   As soon as practicable after any payment of Taxes by the Borrower to a  Governmental Authority pursuant to this Section 3.01, the Borrower shall deliver to the  Administrative Agent the original or a certified copy of a receipt issued by such Governmental  Authority evidencing such payment, a copy of the return reporting such payment or other  evidence of such payment reasonably satisfactory to the Administrative Agent.               (f)   (i) Any Lender that is entitled to an exemption from or reduction of  withholding Tax with respect to payments made under any Loan Document shall deliver to the  Borrower and the Administrative Agent, at the time or times reasonably requested by the  Borrower or the Administrative Agent, such properly completed and executed documentation  reasonably requested by the Borrower or the Administrative Agent as will permit such payments  to be made without withholding or at a reduced rate of withholding.  In addition, any Lender, if  reasonably requested by the Borrower or the Administrative Agent, shall deliver such other  documentation prescribed by applicable law or reasonably requested by the Borrower or the  Administrative Agent as will enable the Borrower or the Administrative Agent to determine  whether or not such Lender is subject to backup withholding or information reporting  requirements.  Notwithstanding anything to the contrary in the preceding two sentences, the                                            





 






completion, execution and submission of such documentation (other than such documentation set  forth in Section 3.01(f)(ii)(A), Section 3.01(f)(ii)(B) and Section 3.01(f)(ii)(D) below) shall not  be required if in the Lender’s reasonable judgment such completion, execution or submission  would subject such Lender to any material unreimbursed cost or expense or would materially  prejudice the legal or commercial position of such Lender.                     (ii)  Without limiting the generality of the foregoing, in the event that        the Borrower is a U.S. Borrower:                           (A)   any Lender that is a U.S. Person shall deliver to the              Borrower and the Administrative Agent on or prior to the date on which such              Lender becomes a Lender under this Agreement (and from time to time thereafter              upon the reasonable request of the Borrower or the Administrative Agent)              executed originals of IRS Form W-9 certifying that such Lender is exempt from              U.S. federal backup withholding tax;                           (B)   any Foreign Lender shall, to the extent it is legally entitled              to do so, deliver to the Borrower and the Administrative Agent (in such number of              copies as shall be requested by the recipient) on or prior to the date on which such              Foreign Lender becomes a Lender under this Agreement (and from time to time              thereafter upon the reasonable request of the Borrower or the Administrative              Agent) whichever of the following is applicable:                                 (1)   in the case of a Foreign Lender claiming the                    benefits of an income tax treaty to which the United States is a party                    (I) with respect to payments of interest under any Loan Document,                    executed originals of IRS Form W-8BEN establishing an exemption from,                   or reduction of, U.S. federal withholding Tax pursuant to the “interest”                   article of such tax treaty, and (II) with respect to any other applicable                   payments under any Loan Document, IRS Form W-8BEN establishing an                   exemption from, or reduction of, U.S. federal withholding Tax pursuant to                   the “business profits” or “other income” article of such tax treaty;                                (2)   executed originals of IRS Form W-8ECI;                                 (3)   in the case of a Foreign Lender claiming the                    benefits of the exemption for portfolio interest under Section 881(c) of the                    Code, (1) a certificate substantially in the form of the applicable Exhibit H                    to the effect that such Foreign Lender is not a “bank” within the meaning                   of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the                    Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a                    “controlled foreign corporation” described in Section 881(c)(3)(C) of the                   Code (a “U.S. Tax Compliance Certificate”), and (2) executed originals                   of IRS Form W-8BEN; or                                 (4)   to the extent a Foreign Lender is not the beneficial                    owner, executed originals of IRS Form W-8IMY, accompanied by IRS                                            





 






                  Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate                    substantially in the form of Exhibit H-2 or Exhibit H-3, IRS Form W-9,                    and/or other certification documents from each beneficial owner, as                    applicable; provided, that if the Foreign Lender is a partnership and one or                    more direct or indirect partners of such Foreign Lender are claiming the                    portfolio interest exemption, such Foreign Lender may provide a U.S. Tax                    Compliance Certificate substantially in the form of Exhibit H-4 on behalf                    of each such direct and indirect partner;                           (C)   any Foreign Lender shall, to the extent it is legally entitled              to do so, deliver to the Borrower and the Administrative Agent (in such number of              copies as shall be requested by the recipient) on or prior to the date on which such              Foreign Lender becomes a Lender under this Agreement (and from time to time              thereafter upon the reasonable request of the Borrower or the Administrative              Agent), executed originals of any other form prescribed by applicable law as a              basis for claiming exemption from or a reduction in U.S. federal withholding Tax,              duly completed, together with such supplementary documentation as may be              prescribed by applicable law to permit the Borrower or the Administrative Agent              to determine the withholding or deduction required to be made; and                           (D)   if a payment made to a Lender under any Loan Document              would be subject to U.S. federal withholding Tax imposed by FATCA if such              Lender were to fail to comply with the applicable reporting requirements of              FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as              applicable), such Lender shall deliver to the Borrower and the Administrative              Agent at the time or times prescribed by law and at such time or times reasonably              requested by the Borrower or the Administrative Agent such documentation              prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i)              of the Code) and such additional documentation reasonably requested by the              Borrower or the Administrative Agent as may be necessary for the Borrower and              the Administrative Agent to comply with their obligations under FATCA and to              determine that such Lender has complied with such Lender’s obligations under              FATCA or to determine the amount to deduct and withhold from such payment.               Solely for purposes of this clause (D), “FATCA” shall include any amendments              made to FATCA after the date of this AgreementNinth Amendment Effective              Date.         Each Lender agrees that if any form or certification it previously delivered expires or  becomes obsolete or inaccurate in any respect, it shall update such form or certification or  promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do  so.               (g)   If any party determines, in its sole discretion exercised in good faith, that  it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section  3.01 (including by the payment of additional amounts pursuant to this Section 3.01), it shall pay  to the indemnifying party an amount equal to such refund (but only to the extent of indemnity  payments made under this Section with respect to the Taxes giving rise to such refund), net of all                                            





 






 out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other  than any interest paid by the relevant Governmental Authority with respect to such refund).   Such indemnifying party, upon the request of such indemnified party, shall repay to such  indemnified party the amount paid over pursuant to this clause (g) (plus any penalties, interest or   other charges imposed by the relevant Governmental Authority) in the event that such   indemnified party is required to repay such refund to such Governmental Authority.    Notwithstanding anything to the contrary in this clause (g), in no event will the indemnified party   be required to pay any amount to an indemnifying party pursuant to this clause (g) the payment   of which would place the indemnified party in a less favorable net after-Tax position than the   indemnified party would have been in if the Tax subject to indemnification and giving rise to   such refund had not been deducted, withheld or otherwise imposed and the indemnification   payments or additional amounts with respect to such Tax had never been paid.  This clause (g)   shall not be construed to require any indemnified party to make available its Tax returns (or any   other information relating to its Taxes that it deems confidential) to the indemnifying party or   any other Person.                (h)   For purposes of this Section 3.01, the term “Lender” includes and each   L/C Issuer and the term “applicable law” includes FATCA.          Section 3.02 Illegality.  If any Lender determines that any Law has made it unlawful,   or that any Governmental Authority has asserted that it is unlawful, for any Lender or its   applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or materially   restricts the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the   applicable offshore Dollar market, or to determine or charge interest rates based upon the   Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the   Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans   or to convert Base Rate Committed Loans to Eurodollar Rate Loans shall be suspended until   such Lender notifies the Administrative Agent and the Borrower that the circumstances giving   rise to such determination no longer exist.  Upon receipt of such notice, the Borrower shall, upon   demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable,   convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of   the Interest Period thereof, if such Lender may lawfully continue to maintain such Eurodollar   Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain   such Eurodollar Rate Loans.  Upon any such prepayment or conversion, the Borrower shall also   pay interest on the amount so prepaid or converted.  Each Lender agrees to designate a different   Lending Office if such designation will avoid the need for such notice and will not, in the   reasonable judgment of such Lender, otherwise be materially disadvantageous to such Lender.          Section 3.03 Inability to Determine Rates.  If the Administrative Agent determines in   connection with any request for a Eurodollar Rate Loan or a conversion to or continuation   thereof that (a) Dollar deposits are not being offered to banks in the applicable offshore Dollar   market for the applicable amount and Interest Period of such Eurodollar Rate Loan, or adequate   and reasonable means do not exist for determining the Eurodollar Rate for such Eurodollar Rate   Loan, or (b) if the Required Lenders determine and notify the Administrative Agent that the   Eurodollar Rate for such Eurodollar Rate Loan does not adequately and fairly reflect the cost to   the Lenders of funding such Eurodollar Rate Loan, then the Administrative Agent will promptly   notify the Borrower and all Lenders.  Thereafter, the obligation of the Lenders to make or                                             





 






maintain Eurodollar Rate Loans shall be suspended until the Administrative Agent revokes such  notice.  Upon receipt of such notice, the Borrower may revoke any pending request for a  Committed Borrowing, conversion or continuation of Eurodollar Rate Loans or, failing that, will  be deemed to have converted such request into a request for a Committed Borrowing of Base  Rate Loans in the amount specified therein.         Notwithstanding the foregoing, if (i) the Administrative Agent determines that (A) the  circumstances described in clause (a) of this Section have arisen and such circumstances are  unlikely to be temporary (subject to clause (ii) below, such determination to be in the sole  discretion of the Administrative Agent), or (B) the circumstances described in clause (a) of this  Section have not arisen but the supervisor for the administrator of the Eurodollar Rate or an  applicable Governmental Authority having jurisdiction over the Administrative Agent has made  a public statement identifying a specific date after which the Eurodollar Rate shall no longer be  used for determining interest rates for loans or (ii) the Required Lenders have determined and  notified the Administrative Agent that the circumstances described in clause (a) of this Section  are unlikely to be temporary, then the Administrative Agent and the Borrower shall endeavor to  establish an alternate rate of interest (the “Replacement Rate”) to the Eurodollar Rate that gives  due consideration to the then prevailing market convention for determining a rate of interest for  syndicated loans in the United States at such time, and shall enter into an amendment to this  Agreement (a “Replacement Rate Amendment”) to reflect such Replacement Rate and such  other related changes to this Agreement and any other Loan Document as may be applicable,  provided that to the extent the Administrative Agent determines that adoption of any portion of  such market convention is not administratively feasible or that no market convention for the  administration of such Replacement Rate exists, the Administrative Agent shall administer such  Replacement Rate in a manner determined by the Administrative Agent in consultation with the  Borrower. Notwithstanding anything to the contrary, such Replacement Rate Amendment shall  become effective without any further action or consent of any other party to this Agreement so  long as the Administrative Agent shall not have received, within five (5) Business Days of the  date notice of such Replacement Rate is provided to the Lenders, a written notice from the  Required Lenders stating that such Required Lenders object to such Replacement Rate  Amendment. If a notice of a Replacement Rate has been given and no such Replacement Rate  has been determined, and (x) the circumstances under clause (i)(A) or clause (ii) above exist or  (y) the specific date referred to in clause (i)(B) has occurred (as applicable), then the obligation  of the Lenders to make or maintain Eurodollar Rate Loans (other than with respect to any  Eurodollar Rate Loans then existing until the end of the applicable interest period for such  Loans) shall be suspended, and the Borrower may revoke any pending request for a Committed  Borrowing, conversion or continuation of Eurodollar Rate Loans provided that, absent such  revocation, the Borrower will be deemed to have converted such request into a request for a  Committed Borrowing of Base Rate Loans in the amount specified therein, in each case without  regard to clause (c) of the definition of “Base Rate”. If the Replacement Rate shall be less than  zero, such Replacement Rate shall be deemed to be zero for the purposes of this Agreement.         Section 3.04 Increased Cost.               (a)   Increased Costs Generally.  If any Change in Law shall:                                             





 






                   (i)   impose, modify or deem applicable any reserve, special deposit,         compulsory loan, insurance charge or similar requirement against assets of, deposits with         or for the account of, or credit extended or participated in by, any Lender (except any         reserve requirement contemplated by Section 3.04(e)) or any L/C Issuer;                      (ii)  subject any Recipient to any Taxes (other than (A) Indemnified         Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes,         and (C) Connection Income Taxes) on its loans, loan principal, letters of credit,         commitments, or other obligations, or its deposits, reserves, other liabilities or capital         attributable thereto; or                      (iii) impose on any Lender or any L/C Issuer or the London interbank         market any other condition, cost or expense (other than Taxes) affecting this Agreement         or Loans made by such Lender or any Letter of Credit or participation therein;   and the result of any of the foregoing shall be to increase the cost to such Lender or such other  Recipient of making, converting to, continuing or maintaining any Loan or of maintaining its  obligation to make any such Loan, or to increase the cost to such Lender, such L/C Issuer or such  other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining  its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any  sum received or receivable by such Lender, L/C Issuer or other Recipient hereunder (whether of  principal, interest or any other amount) then, upon request of such Lender, L/C Issuer or other  Recipient, the Borrower will pay to such Lender, L/C Issuer or other Recipient, as the case may  be, such additional amount or amounts as will compensate such Lender, L/C Issuer or other  Recipient, as the case may be, for such additional costs incurred or reduction suffered.                (b)   Capital Requirements.  If any Lender or L/C Issuer determines that any   Change in Law affecting such Lender or L/C Issuer or any lending office of such Lender or such   Lender’s or L/C Issuer’s holding company, if any, regarding capital or liquidity requirements,   has or would have the effect of reducing the rate of return on such Lender’s or L/C Issuer’s   capital or on the capital of such Lender’s or L/C Issuer’s holding company, if any, as a   consequence of this Agreement, the Commitments of such Lender or the Loans made by, or   participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by any   L/C Issuer, to a level below that which such Lender or L/C Issuer or such Lender’s or L/C   Issuer’s holding company could have achieved but for such Change in Law (taking into   consideration such Lender’s or L/C Issuer’s policies and the policies of such Lender’s or L/C   Issuer’s holding company with respect to capital adequacy), then from time to time the Borrower   will pay to such Lender or L/C Issuer, as the case may be, such additional amount or amounts as   will compensate such Lender or L/C Issuer or such Lender’s or L/C Issuer’s holding company   for any such reduction suffered.                (c)   Certificates for Reimbursement.  A certificate of a Lender or L/C Issuer   setting forth the amount or amounts necessary to compensate such Lender or L/C Issuer or its   holding company, as the case may be, as specified in clause (a) or (b) above and delivered to the   Borrower, shall be conclusive absent manifest error.  The Borrower shall pay such Lender or L/C   Issuer, as the case may be, the amount shown as due on any such certificate within 15 days after   receipt thereof.                                             





 






             (d)   Delay in Requests.  Failure or delay on the part of any Lender or L/C   Issuer to demand compensation pursuant to this Section shall not constitute a waiver of such   Lender’s or L/C Issuer’s right to demand such compensation; provided, that the Borrower shall   not be required to compensate a Lender or L/C Issuer pursuant to this Section for any increased   costs incurred or reductions suffered more than nine months prior to the date that such Lender or   L/C Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise to such   increased costs or reductions, and of such Lender’s or L/C Issuer’s intention to claim   compensation therefor (except that, if the Change in Law giving rise to such increased costs or   reductions is retroactive, then the nine-month period referred to above shall be extended to   include the period of retroactive effect thereof).                (e)   The Borrower shall pay to each Lender, as long as such Lender shall be   required under regulations of the Board to maintain reserves with respect to liabilities or assets   consisting of or including Eurocurrency funds or deposits additional costs on the unpaid   principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves   allocated to such Loan by such Lender (as determined by such Lender in good faith, which   determination shall be conclusive), which shall be due and payable on each date on which   interest is payable on such Loan, provided the Borrower shall have received at least fifteen (15)   days’ prior notice (with a copy to the Administrative Agent) of such additional interest from such   Lender.  If a Lender fails to give notice fifteen (15) days prior to the relevant Interest Payment   Date, such additional interest shall be due and payable fifteen (15) days from receipt of such   notice.          Section 3.05 Funding Losses.  Upon demand of any Lender (with a copy to the  Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender  for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:                (a)   any continuation, conversion, payment or prepayment of any Loan other   than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan   (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);                (b)   any assignment of a Eurodollar Rate Loan on a day other than the last day   of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 3.07 or                (c)   any failure by the Borrower (for a reason other than the failure of such   Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate   Loan on the date or in the amount notified by the Borrower, including any loss of anticipated   profits and any loss or expense arising from the liquidation or reemployment of funds obtained   by it to maintain such Loan or from fees payable to terminate the deposits from which such funds   were obtained.  The Borrower shall also pay any customary administrative fees charged by such   Lender in connection with the foregoing.          For purposes of calculating amounts payable by the Borrower to the Lenders under this   Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it   at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the applicable   offshore Dollar interbank market for a comparable amount and for a comparable period, whether   or not such Eurodollar Rate Loan was in fact so funded.                                             





 






      Section 3.06 Matters Applicable to all Requests for Compensation.               (a)   A certificate of the Administrative Agent or any Lender claiming  compensation under this Article III and setting forth the additional amount or amounts to be paid  to it hereunder shall be conclusive in the absence of manifest error.  In determining such amount,  the Administrative Agent or such Lender may use any reasonable averaging and attribution  methods.               (b)   If any Lender requests compensation under Section 3.04, or if the  Borrower is required to pay any additional amount to any Lender or any Governmental Authority  for the account of any Lender pursuant to Section 3.01, then such Lender shall use reasonable  efforts to designate a different lending office for funding or booking its Loans hereunder or to  assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in  the judgment of such Lender, such designation or assignment (i) would eliminate or reduce  amounts payable pursuant to Section 3.01 or Section 3.04, as the case may be, in the future and  (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise  be disadvantageous to such Lender.  The Borrower hereby agrees to pay all reasonable costs and  expenses incurred by any Lender in connection with any such designation or assignment.         Section 3.07 Replacement of Lenders.  If any Lender requests compensation under  Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any  Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender  is a Non-Consenting Lender (as defined below in this Section 3.07), or if any Lender becomes a  Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such  Lender and the Administrative Agent, require such Lender to assign and delegate, without  recourse (in accordance with and subject to the restrictions contained in, and consents required  by, Section 10.07), all of its interests, rights and obligations under this Agreement and the related  Loan Documents to an assignee that shall assume such obligations (which assignee may be  another Lender, if a Lender accepts such assignment), provided, that:               (a)   the Borrower or the assignee shall have paid to the Administrative Agent  the assignment fee specified in Section 10.07(b);               (b)   such Lender shall have received payment of an amount equal to the  outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and  all other amounts payable to it hereunder and under the other Loan Documents (including any  amounts under Section 3.01 and Section 3.04) from the assignee (to the extent of such  outstanding principal and accrued interest and fees) or the Borrower (in the case of all other  amounts);               (c)   in the case of any such assignment resulting from a claim for  compensation under Section 3.04 or payments required to be made pursuant to Section 3.01,  such assignment will result in a reduction in such compensation or payments thereafter; and               (d)   such assignment does not conflict with applicable Laws.         A Lender shall not be required to make any such assignment or delegation if, prior  thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the                                            





 






Borrower to require such assignment and delegation cease to apply.  In the event that (x) the  Borrower or the Administrative Agent requests that the Lenders consent to a waiver of any  provision of the Loan Documents or agree to any amendment thereto, (y) such consent or  amendment requires the agreement of all of the Lenders in accordance with the terms of Section  10.01, and (z) at least the Required Lenders have agreed to such consent or amendment, then any  Lender that does not agree to such consent or amendment shall be a “Non-Consenting Lender”.         Section 3.08 Survival.  All of the Borrower’s obligations under this Article III shall  survive termination of the Commitments and payment in full of all the other Obligations.                                    ARTICLE IV            CONDITIONS PRECEDENT TO COMMITTED BORROWINGS         Section 4.01 Conditions to Initial Credit Extension.  The obligation of each Lender to  fund its portion of the initial Credit Extension hereunder is subject to satisfaction of the  following conditions precedent (other than each item or condition, if any, listed on  Schedule 4.01, which items or conditions are hereby permitted to be delivered or satisfied after  the Closing Date, but not later than the respective dates for delivery or satisfaction specified on  Schedule 4.01 (or such later date as the Administrative Agent shall otherwise permit)):               (a)   The Administrative Agent’s receipt of the following, each of which shall  be originals or facsimiles (followed promptly by originals) and unless otherwise specified, each  properly executed by an authorized officer of the signing Loan Party, each dated the Closing  Date (or, in the case of certificates of governmental officials, a recent date before the Closing  Date) and each in form and substance satisfactory to the Administrative Agent:                     (i)   executed counterparts of this Agreement, the Borrower Security        Agreement, Subsidiary Security Agreements, MLP Security Agreement and Guaranties,        each dated as of the Closing Date and the Mortgages (or amendments or supplements       thereto or confirmations thereof), and all other Collateral Documents required by the       Administrative Agent;                     (ii)  Notes executed by the Borrower in favor of each Lender requesting        such Notes, each in a principal amount equal to such Lender’s Committed Sum, each        dated as of the Closing Date;                     (iii) such certificates of resolutions or other action, incumbency        certificates and/or other certificates of officers of each Loan Party as the Administrative        Agent may require to establish the identities of and verify the authority and capacity of        each officer thereof authorized to act in connection with this Agreement and the other        Loan Documents to which such Loan Party is a party;                     (iv)  such evidence as the Administrative Agent may reasonably require        to verify that each Loan Party is duly organized or formed, validly existing, and in good        standing in the jurisdiction of its organization;                     (v)   a certificate signed by a Responsible Officer of the Borrower        certifying that (A) the representations and warranties contained in Article V are true and                                            





 






       correct in all respects on and as of such date, (B) no Default or Event of Default, and no         “Default” or “Event of Default” as defined in the Existing Credit Agreement, has        occurred and is continuing as of such date, (C) since December 31, 2012, there has         occurred no material adverse change in the business, assets, liabilities (actual or         contingent), operations or condition (financial or otherwise) of the MLP, the Borrower         General Partner or the Borrower and its Restricted Subsidiaries, taken as a whole,         (D) there is no litigation, investigation or proceeding known to and affecting any         Company for which the Borrower is required to give notice pursuant to Section 6.03(c)         (or, if there is any such litigation, investigation or proceeding, then a notice containing         the information required by Section 6.03(c) shall be given concurrently with the delivery         of the certificate given pursuant to this clause (v)), and (E) no action, suit, investigation         or proceeding is pending or threatened in any court or before any arbitrator or         Governmental Authority by or against the Borrower, any Guarantor, the MLP General         Partner or any of their respective properties, that could reasonably be expected to result in         a Material Adverse Effect;                      (vi)  a duly completed Compliance Certificate substantially in the form         of Exhibit C signed by a Responsible Officer of the Borrower and a Responsible Officer         of the MLP demonstrating compliance with Section 7.14 as of the most recent fiscal         quarter end; and                      (vii) a certification from the Borrower’s Chief Financial Officer that the         MLP, the Borrower and each Subsidiary thereof are Solvent as of the Closing Date.               (b)   The Administrative Agent’s receipt of the following, each in form and  substance satisfactory to the Administrative Agent:                     (i)   opinions, in form and substance satisfactory to the Administrative        Agent, from (A) Sidley Austin LLP, counsel to the Loan Parties, (B) Louisiana counsel to        Talen’s Marine & Fuel, LLC, and (C) the internal general counsel to the MLP;                      (ii)  a letter from CT Corporation System, Inc., to accept service of         process in the State of New York on behalf of each Loan Party; and                      (iii) such other assurances, certificates, documents, consents or         opinions as the Administrative Agent, the L/C Issuer Issuers or the Required Lenders         reasonably may require.                (c)   Any fees due and payable at the Closing Date shall have been paid.                (d)   The Borrower shall have paid Attorney Costs of the Administrative Agent   to the extent invoiced prior to, or on, the Closing Date.                (e)   Each Loan Party shall have delivered the following:                      (i)   such Lien searches as the Administrative Agent shall have         requested, and such termination statements or other documents as may be necessary to         confirm that the Collateral is subject to no other Liens in favor of any Persons (other than                                             





 






      Permitted Liens) or evidence that releases of such other Liens shall be filed        contemporaneously with or after the Closing Date;                     (ii)  funds sufficient to pay any filing or recording tax or fee in        connection with any and all UCC-1 financing statements or UCC-3 amendment financing       statements, and fees associated with the filing of the Mortgages or amendments to       Mortgages (or arrangements satisfactory to the Administrative Agent for payment of such       amounts shall have been made);                    (iii) evidence that the Collateral Agent has been named as loss payee       and mortgagee under all policies of casualty insurance pertaining to the Collateral;                    (iv)  certificates evidencing all of the issued and outstanding shares of       capital stock pledged pursuant to the Collateral Documents, which certificates shall in       each case be accompanied by undated stock powers duly executed in blank, and, with       respect to uncertificated securities pledged pursuant to the Collateral Documents,       confirmation and evidence satisfactory to the Administrative Agent that the security       interest in such uncertificated securities has been transferred to and perfected by the       Collateral Agent for the benefit of the Lenders in accordance with the U.C.C.;                    (v)   an amendment to each Mortgage excluding Buildings and       Manufactured (Mobile) Homes from the “Collateral” described therein;                    (vi)  evidence that such other actions that have been requested by the       Administrative Agent, the Collateral Agent, or the Lenders, in connection with perfection       of the first priority Lien created by the Collateral Documents (except to the extent       otherwise permitted hereunder), have been taken; and                    (v)   (A) certificates of title for each of the Vessels, and (B) other       information regarding the Collateral requested by the Administrative Agent.         Without limiting the generality of the provisions of the last paragraph of Section 9.04, for  purposes of determining compliance with the conditions specified in this Section 4.01, each  Lender that has signed this Agreement shall be deemed to have consented to, approved or  accepted or been satisfied with each document or other matter required thereunder to be  consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative  Agent shall have received notice from such Lender prior to the proposed Closing Date specifying  its objection thereto.         The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date,  and such notice shall be conclusive and binding.         Section 4.02 Conditions to all Loans and L/C Credit Extension.  The obligation of  each Lender to honor any Committed Loan Notice and the obligation of the L/C Issuer Issuers to  issue any Letter of Credit, is subject to the following conditions precedent:               (a)   The representations and warranties of the Companies contained in Article  V, or which are contained in any document furnished at any time under or in connection                                            





 






 herewith, including, but not limited to the Collateral Documents, shall be true and correct in all   material respects on and as of the date of such Loan is made, continued or converted, as   applicable, or such Letter of Credit is issued except to the extent that such representations and   warranties specifically refer to an earlier date, in which case they shall be true and correct in all   material respects as of such earlier date; provided, that for purposes of this Section 4.02, the   representations and warranties of the Borrower and the MLP contained in Section 5.05(a) shall   be deemed to refer to the most recent financial statements furnished by the MLP and the   Borrower pursuant to Section 6.01.                (b)   No Default or Event of Default shall exist or would result from such   proposed Loan, continuation or conversion, or L/C Credit Extension.                (c)   The Administrative Agent and, if applicable, the applicable L/C Issuer   shall have received a Request for Credit Extension and, if applicable, a Letter of Credit   Application in accordance with the requirements hereof.                (d)   If the proceeds of the Loan will be used to fund in whole or in part an   Acquisition or Investment (other than an Investment in an existing Restricted Subsidiary or a   Permitted Joint Venture) and the purchase price for such Acquisition or Investment, when   aggregated with the purchase price for all other Acquisitions and Investments (other than   Investments in such Restricted Subsidiaries and Permitted Joint Ventures) made by the MLP, the   Borrower and the Restricted Subsidiaries during the twelve-month period ending on the date of  such Acquisition or Investment, exceeds an amount equal to $50,000,000, then not less than five  (5) Business Days (or such shorter period as may be determined by the Administrative Agent)  prior to the closing of such Acquisition or Investment, the Borrower shall (i) in the case of an   Investment in equity interests, or an Acquisition of all or substantially all of the assets of a   Person or of all or substantially all of the assets of a business unit of a Person, deliver historical   financial statements of the acquisition target (to the extent available and which may be unaudited   financial statements, so long as such financial statements are otherwise in form and substance   reasonably satisfactory to the Administrative Agent), and (ii) deliver to the Administrative Agent   pro forma financial statements acceptable to the Administrative Agent and a certificate of a   Responsible Officer of the Borrower demonstrating pro forma compliance with Section 7.14 as   of the closing of such Acquisition or Investment after giving effect thereto and after giving effect   to any Indebtedness (including Obligations) incurred in connection therewith.                (e)   In case of any Inventory Financing Sublimit Borrowing, (i) all of the   Petroleum Products to which such Inventory Financing Sublimit Borrowing relates (the “New   Financed Inventory”) shall constitute Eligible Inventory, (ii) the price risk relating to such New   Financed Inventory shall have been fully hedged pursuant to a Swap Contract or sold forward   pursuant to a sales contract (subject to immaterial deficiencies described in Section 6.19(b)) and   (iii) the Borrower shall have delivered to the Administrative Agent a Committed Loan Notice   (Financed Inventory), whereby the Borrower certifies (A) as to the clauses (i) and (ii) above, and   (B) that the principal amount of such Inventory Financing Sublimit Borrowing does not exceed   an amount equal to the product of (a) 90% and (b) an amount equal to the sum of (in each case,   as determined as of such Inventory Financing Sublimit Borrowing Base Date) (x) the Sale Value   of Financed Eligible Inventory that is subject to sales contracts, plus (y) the Hedged Value of  Financed Eligible Inventory that is not subject to sales contracts, minus (z) all storage,                                             





 






 transportation and other applicable costs related to such Financed Eligible Inventory as   reasonably estimated by the Borrower.          Each Request for Credit Extension submitted by the Borrower shall be deemed to be a   representation and warranty that the conditions specified in Section 4.02(a) and (b) have been   satisfied on and as of the date of the applicable Credit Extension.                                     ARTICLE V                      REPRESENTATIONS AND WARRANTIES          Each of the Borrower, the MLP, each Guarantor by its execution of a Guaranty, and each   of the foregoing, to the extent applicable, on behalf of the other Subsidiaries, represents and   warrants to the Administrative Agent and the Lenders:          Section 5.01 Existence; Qualification and Power; Compliance with Laws.  As of the   Closing Date, the Borrower is a direct or indirect Wholly-Owned Subsidiary of the MLP, and   Martin Resource owns a majority of the equity interests in the MLP General Partner.  Each   Company (a) is a corporation, partnership or limited liability company organized or formed,   validly existing and in good standing under the Laws of the jurisdiction of its incorporation or   organization, (b) has all requisite power and authority and all governmental licenses,   authorizations, consents and approvals to own its assets, carry on its business and to execute,   deliver, and perform its obligations under the Loan Documents to which it is a party, (c) is duly  qualified and is licensed and in good standing under the Laws of each jurisdiction where its  ownership, lease or operation of properties or the conduct of its business requires such  qualification or license, and (d) is in compliance with all Laws, except in each case referred to in  clause (c) or this clause (d), to the extent that failure to do so could not reasonably be expected to   have a Material Adverse Effect.  Each of the MLP, the Borrower and the Restricted Subsidiaries   is a citizen of the United States as defined in Section 2 of the Shipping Act of 1916, as amended,   entitled to own and operate the Vessels under their respective Certificates of Documentation,   which the MLP and the Borrower shall maintain, or cause to be maintained, in full force and   effect, and each is duly qualified to engage in coastwise trade, except for such failures that would   not, individually or in the aggregate, have a Material Adverse Effect.          Section 5.02 Authorization; No Contravention.  The execution, delivery and   performance by each Loan Party of each Loan Document to which such Person is party have   been duly authorized by all necessary corporate or other organizational action, and do not and   will not (a) contravene the terms of any of such Person’s Organization Documents, (b) conflict   with or result in any breach or contravention of, or the creation of any Lien under, any material   Contractual Obligation to which such Person is a party or any order, injunction, writ or decree of   any Governmental Authority to which such Person or its property is subject, or (c) violate any  Law relating to such Loan Party.         Section 5.03 Governmental Authorization.  No approval, consent, exemption,   authorization or other action by, or notice to, or filing with, any Governmental Authority, except   for the filings of mortgages and lien notices in connection with the granting of security interests   pursuant to the Collateral Documents, is necessary or required in connection with the execution,                                              





 






 delivery or performance by, or enforcement against, any Loan Party of this Agreement or any   other Loan Document.         Section 5.04 Binding Effect.  This Agreement has been, and each other Loan   Document, when delivered hereunder, will have been, duly executed and delivered by each Loan   Party that is party thereto.  This Agreement constitutes, and each other Loan Document when so   delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable   against each Loan Party that is party thereto in accordance with its terms except as such   enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar  laws affecting the enforcement of creditors’ rights generally and general principles of equity.          Section 5.05 Financial Statements; No Material Adverse Effect.                (a)   The Initial Financial Statements were prepared in accordance with GAAP   consistently applied throughout the period covered thereby, except as otherwise expressly noted   therein.  The Initial Financial Statements (i) fairly present the financial condition of the entities   therein named and their respective Subsidiaries as of the date thereof and their results of   operations for the period covered thereby in accordance in all material respects with GAAP   consistently applied throughout the period covered thereby, except as otherwise expressly noted   therein and except for footnotes with respect to unaudited financial statements included therein,   and (ii) show all material indebtedness and other liabilities, direct or contingent, of the entities   therein named and their Subsidiaries as of the date thereof, including liabilities for taxes, material   commitments and Indebtedness in accordance with GAAP consistently applied throughout the   period covered thereby.                (b)   Since December 31, 20122018, there has been no event or circumstance   that has or could reasonably be expected to have a Material Adverse Effect.          Section 5.06 Litigation.  There are no actions, suits, proceedings, claims or disputes   pending or, to the knowledge of a Responsible Officer of the MLP or a Responsible Officer of   the Borrower, threatened or contemplated in writing, at law, in equity, in arbitration or before   any Governmental Authority, by or against any Company or against any Company’s properties   or revenues which (a) seek to affect or pertain to this Agreement or any other Loan Document,   the borrowing of Loans, the use of the proceeds thereof, or the issuance of Letters of Credit   hereunder, or (b) could reasonably be expected to have a Material Adverse Effect.          Section 5.07 No Default.  No Company is in default under or with respect to any   Contractual Obligation (including any Material Agreement) which could be reasonably expected   to have a Material Adverse Effect.  No Default or Event of Default has occurred and is   continuing or would result from the consummation of the transactions contemplated by this   Agreement or any other Loan Document.          Section 5.08 Ownership of Property; Liens.  Each Loan Party and its Restricted   Subsidiaries (a) have valid leasehold interests in all its leased real property, and (b) have good   title to all its personal and real property (other than its leased real property) necessary or used in   the ordinary conduct of its business, except for such defects in leasehold interests or title that   would not, individually or in the aggregate, have a Material Adverse Effect.  The property of the                                             





 






MLP, the Borrower and the Restricted Subsidiaries are subject to no Liens, other than Permitted  Liens.         Section 5.09 Environmental Compliance.  The MLP and the Borrower have  reasonably concluded that (a) there are no claims against any Company alleging potential  liability under or responsibility for violation of any Environmental Law except any such claims  that could not, individually or in the aggregate, reasonably be expected to have a Material  Adverse Effect, (b) there is no environmental condition or circumstance, such as the presence or  Release of any Hazardous Substance, on any property owned, operated or used by any Company  that could reasonably be expected to have a Material Adverse Effect, and (c) there is no violation  of or by any Company of any Environmental Law, except for such violations as could not,  individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.         Section 5.10 Insurance.  The properties of the Borrower and the other Loan Parties are  insured with financially sound and reputable insurance companies not Affiliates of the Borrower,  in such amounts, with such deductibles and covering such risks as are customarily carried by  companies engaged in similar businesses and owning similar properties in localities where the  Borrower or the other Loan Parties operate.         Section 5.11 Taxes.  Each Company has filed all federal, state and other material tax  returns and reports required to be filed, and have paid all federal, state and other material taxes,  assessments, fees and other governmental charges levied or imposed upon them or their  properties, income or assets otherwise due and payable, except those which are being contested  in good faith by appropriate proceedings and for which adequate reserves have been provided in  accordance with GAAP.  There is no proposed tax assessment against any Company that would,  if made, have a Material Adverse Effect.         Section 5.12 ERISA Compliance.  The representations and warranties set forth in this  Section 5.12 shall apply only if the Borrower or an ERISA Affiliate establishes a Plan.               (a)   Each Plan is in compliance in all material respects with, and has been  administered in all material respects in compliance with, the applicable provisions of ERISA, the  Code and other federal or state Laws except to the extent that noncompliance could not  reasonably be expected to have a Material Adverse Effect.  Each Plan that is intended to qualify  under Section 401(a) of the Code has received a favorable determination letter from the IRS to  the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust  related thereto has been determined by the IRS to be exempt from federal income tax under  Section 501(a) of the Code or, if maintained pursuant to a prototype plan, an opinion letter, from  the IRS, or an application for such a letter is currently being processed by the IRS with respect  thereto and nothing has occurred which would prevent, or cause the loss of, such qualification,  except to the extent that nonqualification could not reasonably be expected to have a Material  Adverse Effect.  The Borrower and each ERISA Affiliate have made all required contributions to  each Plan subject to Section 412 of the Code, and no application for a funding waiver or an  extension of any amortization period pursuant to Section 412 of the Code has been made with  respect to any Plan, except to the extent that nonpayment could not reasonably be expected to  have a Material Adverse Effect.                                             





 






             (b)   (i) The Borrower and each ERISA Affiliate have met all applicable   requirements under the Pension Funding Rules with respect to each Pension Plan, and no waiver   of the minimum funding standards under the Pension Funding Rules has been applied for or   obtained, and (ii) as of the most recent valuation date for any Pension Plan, the funding target  attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher and neither  the Borrower nor any ERISA Affiliate knows of any facts or circumstances that could reasonably  be expected to cause the funding target attainment percentage for any such plan to drop below  60% as of the most recent valuation date.               (c)   There are no pending or threatened claims, actions or lawsuits, or action  by any Governmental Authority, with respect to any Plan that could reasonably be expected to  have a Material Adverse Effect.  None of the MLP, the Borrower or any ERISA Affiliate has  engaged in or permitted to occur and no other party has engaged in or permitted to occur any  prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan  that has resulted or could reasonably be expected to result in a Material Adverse Effect.                     (i)   No ERISA Event has occurred or is reasonably expected to occur        that could reasonably be expected to have a Material Adverse Effect; (A) no Pension Plan        has any Unfunded Pension Liability that (when aggregated with any other Unfunded        Pension Liability) has resulted or could reasonably be expected to result in a Material        Adverse Effect; and (B) neither the Borrower nor any ERISA Affiliate has engaged in a        transaction that could be subject to Sections 4069 or 4212(c) of ERISA that could        reasonably be expected to have a Material Adverse Effect.                (d)   Except as disclosed in the financial statements delivered pursuant to   Section 6.01, no Welfare Plan provides or will provide benefits, including death or medical   benefits (whether or not insured), with respect to any current or former employee of the   Borrower or any ERISA Affiliate beyond such Person’s retirement or other termination of   service, other than (i) coverage mandated by applicable law, (ii) death or disability benefits that  have been fully provided for by fully paid up insurance, or (iii) severance benefits.          Section 5.13 Subsidiaries and other Investments.  As of the Closing Date, (a) the   Borrower has no Subsidiaries other than those specifically disclosed in Schedule 5.13, and no   equity investment in any other corporation or other entity other than those specifically disclosed   in Schedule 5.13, and (b) Schedule 5.13 accurately reflects each Subsidiary’s designation as   either a Restricted Subsidiary or an Unrestricted Subsidiary.  The MLP has no Subsidiaries other   than the Borrower, the Borrower General Partner, Martin Midstream Finance Corp., a Delaware   corporation, and the Borrower’s Subsidiaries.          Section 5.14 Margin Regulations; Investment Company Act; Public Utility   Holding Company Act; Use of Proceeds.                (a)   Neither the Borrower nor any other Loan Party is engaged or will engage,   principally or as one of its important activities, in the business of purchasing or carrying margin   stock (within the meaning of Regulation U issued by the Board), or extending credit for the   purpose of purchasing or carrying margin stock.  Following the application of the proceeds of   each Committed Borrowing or drawing under each Letter of Credit, margin stock constitutes less                                             





 






 than 25% of the value of those assets of each Loan Party which are subject to any limitation on a   sale, pledge, or other restrictions hereunder.                (b)   None of the Borrower, any other Loan Party, any Person controlling the   Borrower or any other Loan Party, or any Subsidiary thereof is or is required to be registered as   an “investment company” under the Investment Company Act of 1940.                (c)   The Borrower will use all proceeds of Credit Extensions in the manner set   forth in Section 6.12.          Section 5.15 Disclosure.  All material factual information hereto furnished by or on   behalf of the Borrower in writing to the Administrative Agent or any Lender for purposes of or   in connection with this Agreement or any transaction contemplated hereby, as modified or   supplemented by other information so furnished, is, taken as a whole, true and accurate in all   material respects, and such information is not incomplete by omitting to state any material fact   necessary to make such information not misleading; provided, that (a) to the extent any such   certificate, statement, report or information was based upon or constitutes a forecast, projection   or other forward looking information, the Borrower represents only that it acted in good faith and   utilized reasonable assumptions and due care in the preparation of such certificate, statement,   report, or information (it being recognized by the Lenders, however, that projections as to future   events are not to be viewed as facts and that results during the period(s) covered by such   projections may differ from the projected results and that such differences may be material and   that the Borrower makes no representation that such projections will be realized), and (b) as to   statements, information and reports supplied by third parties after the Closing Date, the Borrower   represents only that it is not aware of any material misstatement or omission therein.          Section 5.16 Labor Matters.  There are no actual or threatened strikes, labor disputes,   slowdowns, walkouts or other concerted interruptions of the MLP’s, the Borrower’s, or any of   their Subsidiaries’ operations that could reasonably be expected to have a Material Adverse   Effect.          Section 5.17 Compliance with Laws.  No Company is in violation of any Laws, other   than such violations which could not, individually or collectively, reasonably be expected to   have a Material Adverse Effect.  No Company has received notice alleging any noncompliance   with any Laws, except for such noncompliance which no longer exists, or which non-compliance   could not reasonably be expected to have a Material Adverse Effect.          Section 5.18 Third Party Approvals.  Except for consents obtained prior to the  Closing Date and as set forth on Schedule 5.18, no material approval, consent, exemption,   authorization or other action by, or notice to, or filing with, any party that is not a party to this   Agreement is necessary or required in connection with the execution, delivery or performance   by, or enforcement against, any Loan Party of this Agreement or any other Loan Document.          Section 5.19 Solvency.  The Borrower and its Subsidiaries on a consolidated basis and   the MLP and its Subsidiaries on a consolidated basis are not “insolvent” as such term is used and   defined in (a) the United States Bankruptcy Code and (b) the New York Uniform Fraudulent   Conveyance Act.                                             





 






       Section 5.20 Collateral.                  (a)   The provisions of each of the Collateral Documents are effective to create   in favor of the Collateral Agent, for the benefit of the Lenders and the Lender Swap Parties, a   legal, valid and enforceable first priority security interest in all right, title and interest of each   Loan Party in the Collateral described therein, except as otherwise permitted hereunder, and the   Collateral Agent is authorized to file financing statements in the offices in all of the jurisdictions   listed in the schedule to all Security Agreements and Mortgages.                (b)   None of the terms or provisions of any indenture, mortgage, deed of trust,   agreement or other instrument to which the Borrower or any other Loan Party is a party or by   which the Borrower or any other Loan Party or the property of the Borrower or any other Loan   Party is bound prohibit the filing or recordation of any of the Loan Documents  or any other   action which is necessary or appropriate in connection with the perfection of the Liens on   material assets evidenced and created by any of the Loan Documents.          Section 5.21 Concerning the Vessels.                (a)   Schedule 5.21 sets forth a true and correct list describing each of the   Vessels owned on the Closing Date by the Borrower, the MLP and the Restricted Subsidiaries   and correctly sets forth whether each such Vessel is owned by the Borrower, the MLP or one of   the Restricted Subsidiaries.  Each Vessel has been appropriately registered under the laws of its   jurisdiction of registration, including, with respect to each Vessel shown on Schedule 5.21   hereof, the laws of the United States of America (the “U.S. Flag Vessels”), and as of the Closing   Date except as disclosed to the Lenders in writing, none of the Borrower, the MLP or any of the   Restricted Subsidiaries owns any Vessels registered under the laws of the United States of   America other than the U.S. Flag Vessels.                (b)   Each Vessel complies with all applicable maritime laws and regulations,   including, with respect to each U.S. Flag Vessel, all applicable requirements of the Shipping Act   of 1916, as amended and in effect, and all applicable regulations thereunder and all applicable   requirements of the maritime laws of the United States of America and all applicable regulations   thereunder except in such instances in which the failure to comply therewith could not,   individually or collectively, reasonably be expected to have a Material Adverse Effect.  Each of   the Borrower, the MLP and the Restricted Subsidiaries is a citizen of the United States for   purposes of operating each of the U.S. Flag Vessels in the coastwise trade in accordance with   Section 2 of the Shipping Act of 1916, as amended and in effect, and the regulations thereunder.    Each bareboat or demise charterer of each of the U.S. Flag Vessels operated in the coastwise   trade of the United States (i) is a citizen of the United States for purposes of operating and  maintaining such U.S. Flag Vessels in the coastwise trade in accordance with Section 2 of the   Shipping Act of 1916, as amended and in effect, and the regulations thereunder, or (ii) is in   compliance with the citizenship requirements set forth in 46 App. U.S.C.A. Section 883-1.  Each  of the U.S. Flag Vessels in operation is covered by a valid Coast Guard Certificate of Inspection,  has a load line certificate, and is classed by the American Bureau of Shipping (or any other  classification society or societies satisfactory to the Administrative Agent and the Lenders), in  each case except for such failures that would not, individually or in the aggregate, have a  Material Adverse Effect.  Each U.S. Flag Vessel operated and maintained as a vessel in the                                            





 






 coastwise trade of the United States is so operated in accordance with the Shipping Act of 1916,   as amended and in effect, and the regulations thereunder, and all other U.S. Flag Vessels if   operated and maintained in the coastwise trade would be eligible to be so operated in accordance   with the Shipping Act of 1916, as amended and in effect, and the regulations thereunder, in each   case except for such failures that would not, individually or in the aggregate, have a Material   Adverse Effect.  In addition to the information regarding U.S. Flag Vessels, Schedule 5.21 sets   forth a list of all other Vessels owned by the Borrower, the MLP and the Restricted Subsidiaries.                (c)   Each Vessel subject to a Vessel Mortgage is covered by hull and   machinery, protection and indemnity, war risk, loss of earnings and excess liability insurance in   accordance with the requirements of such Vessel Mortgage.         Section 5.22 Intellectual Property; Licenses, etc.  Each Loan Party owns, or  possesses the right to use, all of the material trademarks, service marks, trade names, copyrights,  patents, patent rights, franchises, licenses and other intellectual property rights that are necessary  for the operation of its business.  To the knowledge of each Loan Party, no such intellectual  property infringes upon any rights held by any other Person except where such infringement  could not reasonably be expected to result in a Material Adverse Effect.  No claim or litigation  regarding any of the foregoing is pending or, to the best knowledge of each Loan Party,  threatened, which, either individually or in the aggregate, could reasonably be expected to have a  Material Adverse Effect.         Section 5.23 OFAC.  (a) No Loan Party, none of their respective Subsidiaries or, to the  knowledge of the Borrower, any director, officer, controlled Affiliate, agent or employee of such  Loan Party or any of its Subsidiaries that will act in any capacity in connection with or benefit  from the credit facility established hereby, is an individual or entity that (i) is a person whose  property or interest in property is blocked or subject to blocking pursuant to Section 1 of  Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions  With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079  (2001)), (ii) engages in any dealings or transactions prohibited by Section 2 of such executive  order, or is otherwise associated with any such person in any manner violative of Section 2, (iii)   is a person on the list of Specially Designated Nationals and Blocked Persons or subject to the   limitations or prohibitions under any other OFAC regulation or executive order or (iv) is, or is   owned or controlled by Persons that are, the subject of any Sanctions or located, organized or   resident in a country or territory that is, or whose government is, the subject of Sanctions broadly   prohibiting dealings with such government, country, or territory.          Section 5.24 USA Patriot Act.  Each Company is in compliance, in all material   respects, with (a) the Trading with the Enemy Act, as amended, and each of the foreign assets   control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as   amended) and any other enabling legislation or executive order relating thereto, and (b) the   Uniting And Strengthening America By Providing Appropriate Tools Required To Intercept And   Obstruct Terrorism (USA Patriot Act of 2001) (the “Act”).  No part of the proceeds of the Credit   Extensions will be used, directly or indirectly, for any payments to any governmental official or   employee, political party, official of a political party, candidate for political office, or anyone   else acting in an official capacity, in order to obtain, retain or direct business or obtain any                                              





 






 improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as   amended.          Section 5.25 Money Laundering.  The operations of each Company are and have been   conducted at all times in material compliance with applicable financial recordkeeping and   reporting requirements of money laundering Laws, including, but not limited to, Executive Order   No. 13224 on Terrorist Financing, effective September 24, 2001, and the Act, and no action, suit   or proceeding by or before any Governmental Authority involving any Company with respect to   money laundering Laws is pending or, to the best knowledge of each Company, threatened.  To   the knowledge of each Company, it is not a Person with which any Lender is prohibited from   dealing or otherwise engaging with in any transaction under applicable money laundering Laws.          Section 5.26 Commodity Exchange Act.  Each Loan Party is a Qualified ECP  Guarantor.         Section 5.27 EEA Financial Institutions.  No Loan Party is an EEA Financial  Institution.                                      ARTICLE VI                            AFFIRMATIVE COVENANTS          So long as any Lender shall have any Commitment hereunder, or any Loan or other   Obligation shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding,   each of the Borrower and the MLP shall, and shall cause each of the Restricted Subsidiaries (and,   with respect to Section 6.08 and Section 6.11, any other Subsidiary) to:          Section 6.01 Financial Statements.  Deliver to the Administrative Agent, in form and   detail reasonably satisfactory to the Administrative Agent and the Required Lenders:               (a)   as soon as available, but in any event within ninety (90) days (or such  shorter time as required to be filed with the SEC) after the end of each fiscal year of the MLP,  consolidated balance sheets of the MLP and its Subsidiaries as at the end of such fiscal year, and   the related statements of income and cash flows for such fiscal year, setting forth in each case in   comparative form the figures for the previous fiscal year of the MLP, all in reasonable detail,   audited and accompanied by a report and opinion of a Registered Public Accounting Firm of   nationally recognized standing acceptable to the Required Lenders, which report and opinion   shall be prepared in accordance with GAAP and shall not be subject to any “going concern” or   like qualifications or exceptions, any qualifications or exceptions as to the scope of the audit, or   to any qualifications and exceptions not reasonably acceptable to the Required Lenders (the   preceding may be in the form of the MLP’s annual report filed on Form 10-K with the SEC;   December 31 is the fiscal year end of the MLP and the Borrower);                (b)   as soon as available, but in any event within forty-five (45) days (or such   shorter time as required to be filed with the SEC) after the end of each of the first three (3) fiscal   quarters of each fiscal year of the MLP, an unaudited consolidated balance sheet of the MLP and   its Subsidiaries as at the end of such fiscal quarter, and the related statements of income and cash   flows for such fiscal quarter and for the portion of the MLP’s fiscal year then ended, setting forth   in each case in comparative form the figures for the corresponding fiscal quarter of the previous                                             





 






 fiscal year of the MLP, and the corresponding portion of the previous fiscal year of the MLP, all   in reasonable detail (the preceding may be in the form of the MLP’s quarterly report filed on   Form 10-Q with the SEC) and certified by a Responsible Officer of the MLP as fairly presenting   the financial condition, results of operations and cash flows of the MLP and its Subsidiaries in   accordance with GAAP, subject only to normal year-end audit adjustments and the absence of   footnotes; and                (c)   so long as any Inventory Financing Loans are outstanding, on or prior to   the tenth Business Day of each calendar month, a Borrowing Base Certificate providing   information as of the last day of the immediately preceding calendar month.          Section 6.02 Certificates; Other Information.  Deliver to the Administrative Agent, at   the expense of the Borrower, in form and detail reasonably satisfactory to the Administrative   Agent and the Required Lenders:                (a)   concurrently with the delivery of the financial statements referred to in   Section 6.01(a) and (b), a duly completed Compliance Certificate substantially in the form of   Exhibit C signed by a Responsible Officer of the Borrower who is a senior financial officer and   responsible for regulatory reporting and filing and a Responsible Officer of the MLP;                (b)   promptly after the same are available, copies of each annual report, proxy   or financial statement or other report or written communication sent to the equity owners of the   MLP, and copies of all annual, regular, periodic and special reports and registration statements   which the MLP may file or be required to file with the SEC under Section 13 or 15(d) of the  Exchange Act, and not otherwise required to be delivered to the Administrative Agent pursuant  hereto;                (c)   promptly after execution thereof, copies of Material Agreements and any   material amendment thereto;                (c)   (d)annually, together with the items delivered pursuant to Section 6.01(a)   herein, projections of operations for the year commencing the preceding January 1 for the MLP   and its Subsidiaries;                (d)   (e)all agreements, documents, instruments or other items listed on   Schedule 4.01 on or prior to the date specified for delivery thereof on Schedule 4.01 (or such   later date as the Administrative Agent shall otherwise permit);and                (e)   promptly following any reasonable request therefor, a Beneficial   Ownership Certification and other information and documentation reasonably requested by the   Administrative Agent or any Lender and required for purposes of compliance with applicable   “know your customer” requirements under the Act or other applicable anti-money laundering   laws (but, for the avoidance of doubt, neither the Borrower nor any Loan Party shall be under   any requirement to provide any information in excess of the minimum amount of information   required under the Act or such applicable anti-money laundering laws); and                (f)   promptly, such additional information regarding the business, financial or   company affairs of any Company as the Administrative Agent, at the request of any Lender, may                                             





 






 from time to time reasonably request, which information may include copies of any detailed   audit reports, if any, management letters or recommendations submitted to the board of directors   (or the audit committee of the board of directors) of the MLP or the Borrower by independent   accountants in connection with the accounts or books of the MLP, the Borrower or any   Restricted Subsidiary, or any audit of any of them.    Any information that the Borrower, the MLP or any Restricted Subsidiary is required to deliver   to the Administrative Agent or any Lender pursuant to Section 6.01 and this Section 6.02 shall be   deemed delivered if and when such information is filed on EDGAR or the equivalent thereof   with the SEC.          Section 6.03 Notices.  Promptly notify the Administrative Agent within ten (10) days of   a Responsible Officer of a Loan Party having knowledge of any of the following:                (a)   the occurrence of any Default or Event of Default;                (b)   any matter that has resulted or could reasonably be expected to result in a   Material Adverse Effect, including any of the following events if such has resulted or could   reasonably be expected to result in a Material Adverse Effect:  (i) breach or non-performance of,  or any default under, a Contractual Obligation of any Loan Party; (ii) any litigation, investigation  by or required by a Governmental Authority, proceeding or suspension of licenses or permits  between any Loan Party and any Governmental Authority; and (iii) any dispute, litigation,  investigation or proceeding involving any Company related to any Environmental Law;               (c)   any litigation, investigation or proceeding affecting any Company in  which  (i) the amount involved exceeds (individually or collectively) $10,000,000, or  (ii) injunctive relief or other relief is sought that could be reasonably expected to have a Material  Adverse Effect; or               (d)   any material change in accounting policies or financial reporting practices  by the Borrower or the MLP.          Each notice pursuant to this Section shall be accompanied by a statement of a   Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and   stating what action the Borrower has taken and proposes to take with respect thereto.  Each   notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this   Agreement or other Loan Document that have been breached.          Section 6.04 Payment of Obligations.  Pay and discharge as the same shall become   due and payable all obligations and liabilities, including (a) all material tax liabilities,   assessments and governmental charges or levies upon it or its properties or assets, and (b) all   lawful claims which, if unpaid, would by law become a Lien upon its property, except, in the   case of clauses (a) or (b), where (x) the validity thereof are being contested in good faith by   appropriate proceedings, and (y) adequate reserves in accordance with GAAP are being   maintained by the appropriate Company.          Section 6.05 Preservation of Existence, Etc.  (a) Preserve, renew and maintain in full   force and effect its legal existence and good standing under the Laws of the jurisdiction of its                                             





 






organization, except in a transaction permitted by Section 7.05 or Section 7.06, and (b) take all  action to maintain all rights, privileges, permits, licenses and franchises material to the conduct  of its business, except in a transaction permitted by Section 7.05 or Section 7.06.         Section 6.06 Maintenance of Assets and Business.  (a) Maintain all properties,  equipment, licenses, permits and franchises necessary for its normal business, (b) keep all of its  assets which are necessary to its business in good working order and condition (ordinary wear  and tear excepted) and make all necessary repairs thereto and replacements thereof, (c) do all  things necessary to obtain, renew, extend and continue in effect all Authorizations which may at  any time and from time to time be necessary for the operation of its business in compliance with  applicable Law, except where the failure to so maintain, renew, extend or continue in effect  could not reasonably be expected to have a Material Adverse Effect, (d) preserve or renew all of  its registered patents, trademarks, trade names and service marks, the non-preservation of which  could reasonably be expected to have a Material Adverse Effect, and (e) use the standard of care  typical in the industry in the operation and maintenance of its facilities.         Section 6.07 Maintenance of Insurance.  (a) Maintain with responsible insurance  companies insurance with respect to its properties and business against such casualties and  contingencies and of such types and in such amounts as is customary in the case of similar  businesses and which is satisfactory to the Administrative Agent and the Required Lenders, (b)  furnish to the Administrative Agent, promptly after the Administrative Agent’s request therefor,  (i) a certificate or certificates of insurance from the applicable insurance company evidencing the  existence of insurance required to be maintained by this Agreement and the other Loan  Documents and evidencing that Collateral Agent is listed as sole loss payee on property  insurance and the Administrative Agent, the Collateral Agent and Lenders are additional  insureds on liability insurance, and (ii) standard flood hazard determination certificates (e.g.  FEMA form 81-93) with respect to any Mortgaged Property on which there is a Mortgage  securing Buildings or Manufactured (Mobile) Homes and, to the extent required by applicable  law, proof of flood insurance meeting applicable requirements of federal law, and (c) upon  request of the Administrative Agent, furnish to each Lender at reasonable intervals a certificate  of a Responsible Officer of the Borrower setting forth the nature and extent of all insurance  maintained in accordance with this Section.         Section 6.08 Compliance with Laws and Contractual Obligations.  (a) Comply with  the requirements of all Laws (including Environmental Laws) applicable to it or to its business or  property, except in such instances in which (i) such requirement of Law is being contested in  good faith or a bona fide dispute exists with respect thereto, or (ii) the failure to comply  therewith could not be reasonably expected to have a Material Adverse Effect, (b) comply with  all Contractual Obligations, except where the failure to comply therewith could not be  reasonably expected to have a Material Adverse Effect, and (c) comply with the rules and  requirements of any classification society in which any Vessel is classed except where the failure  to comply therewith could not be reasonably expected to have a Material Adverse Effect.         Section 6.09 Books and Records.  (a) Maintain in all material respects proper books of  record and account (including the Eligible Inventory and the Swap Contracts and sales contracts  related thereto), in which full, true and correct entries in conformity with GAAP consistently  applied shall be made of all financial transactions and matters involving its assets and business,                                            





 






 and (b) maintain such books of record and account (including the Eligible Inventory and the   Swap Contracts and sales contracts related thereto) in material conformity with all applicable   requirements of any Governmental Authority having regulatory jurisdiction over it.          Section 6.10 Inspection Rights.  Permit representatives and independent contractors of   the Administrative Agent and each Lender to visit and inspect any of its properties, to examine   its corporate, financial and operating records, and make copies thereof or abstracts therefrom,   and to discuss its affairs, finances and accounts with its directors, officers and independent public   accountants, at such reasonable times during normal business hours and as often as may be   reasonably desired, upon reasonable advance notice to the Borrower; provided, however, that   when an Event of Default exists the Administrative Agent or any Lender (or any of their   respective representatives or independent contractors) may do any of the foregoing at the   expense of the Borrower at any time during normal business hours and without advance notice.          Section 6.11 Compliance with ERISA.  With respect to each Plan maintained by a   Company, do each of the following: (a) maintain each Plan in compliance in all material respects   with the applicable provisions of ERISA, the Code and other federal or state Laws; (b) cause   each Plan which is qualified under Section 401(a) of the Code to maintain such qualification; and   (c) make all required contributions to any Plan subject to Section 412 and Section 430 of the   Code, except to the extent that noncompliance, with respect to each event listed above, could not   be reasonably expected to have a Material Adverse Effect.          Section 6.12 Use of Proceeds.  Use the proceeds of the Facility (a) to finance  Investments, Acquisitions, Restricted Payments, Capital Expenditures and the prepayment of  Indebtedness, in each case not otherwise prohibited by this Agreement and subject to compliance  with this Agreement, including Section 7.02, Section 7.07 and Section 7.09, (a) to refinance   Indebtedness of the Borrower under the Existing Credit Agreement, (b) for working capital and   other general partnership and corporate purposes of the Borrower, the MLP and the Borrower’s   Restricted Subsidiaries, including without limitation, payments to Martin Resource pursuant to   the Omnibus Agreement for reimbursement of expenses and corporate overhead, and (c) to pay  fees, costs and expenses associated with this Agreement.          Section 6.13 Concerning the Vessels.  At all times (a) operate each Vessel in   compliance in all respects with all applicable governmental rules, regulations and requirements   pertaining to such Vessels (including, without limitation, all requirements of the Shipping Act of   1916, as amended and in effect, applicable to each U.S. Flag Vessel) and, to the extent required   to be classed, in compliance in all respects with all rules, regulations and requirements of the   applicable classification society except in such instances in  which the failure to so operate could   not reasonably be expected to have a Material Adverse Effect, (b) maintain and assure that each   demise or bareboat charterer of the U.S. Flag Vessels operated and maintained in the coastwise   trade of the United States shall maintain, as required, its citizenship of the United States for   purposes of operating each of the U.S. Flag Vessels in the coastwise trade in accordance with   Section 2 of the Shipping Act of 1916, as amended and in effect, and the regulations thereunder   or the citizenship requirements set forth in 46 App. U.S.C.A. Section 883, (c) upon request of the   Administrative Agent, furnish to the Administrative Agent the certificate of each classification   society covering each of the U.S. Flag Vessels, and (d) keep each U.S. Flag Vessel registered   under the laws of the United States and each Vessel (other than a U.S. Flag Vessel) flagged                                             





 






 under the laws of another jurisdiction and shall maintain in full force and effect the Coast Guard   Certificate of Inspection (or the equivalent for any Vessel registered under the laws of another   jurisdiction) of each Vessel that is in operation and which requires such a certificate and furnish   to the Administrative Agent copies of all renewals and extensions thereof.          Section 6.14 Guaranties and other Collateral Documents.  As an inducement to the   Administrative Agent and Lenders to enter into this Agreement, cause the MLP and each  Restricted Subsidiary on the Closing Date to execute and deliver to the Administrative Agent a  Guaranty, each substantially in the form and upon the terms of Exhibit E-1 and Exhibit E-2,   respectively, providing for the guaranty of payment and performance of the Obligations, and a   Security Agreement.  After the Closing Date, but in each case subject to the limitations and   thresholds in Section 6.16 at the time of the formation or acquisition of any Restricted Subsidiary   (or at such later time as may be permitted pursuant to Section 6.16(a)(vii) or as the   Administrative Agent shall otherwise agree), cause such Restricted Subsidiary to execute and   deliver to the Administrative Agent (a) a Guaranty substantially in the form and upon the terms   of Exhibit E-1, providing for the guaranty of payment and performance of the Obligations, (b)   Collateral Documents (including a Subsidiary Security Agreement) in form and substance   satisfactory to the Administrative Agent creating liens and security interests in all assets and   properties of such Restricted Subsidiary and in the equity interests in such Restricted Subsidiary,   and (c) certified copies of such Restricted Subsidiary’s Organization Documents and, at the   Administrative Agent’s request, opinions of counsel with respect to such Restricted Subsidiary,   such Guaranty and such Collateral Documents, in form and substance satisfactory to the   Administrative Agent and the Collateral Agent, and (d) such other documents and instruments as   may be required with respect to such Restricted Subsidiary pursuant to Section 6.16; provided,   however, that a Foreign Subsidiary shall not be required to execute a Guaranty if the execution of   such Guaranty would have an adverse tax effect on the Companies.          Section 6.15 Company Identity.  In addition to the agreements set forth in Section   6.18, the MLP and the Borrower shall do or cause to be done (or refrain from doing or causing to   be done, as the case may be) all things necessary to ensure that the separate legal identity of the   Borrower and the MLP and, except as permitted by Section 7.05, each of their respective   Subsidiaries, will at all times be respected and that none of the Borrower, the MLP or any of   their Subsidiaries will be liable for any obligations, contractual or otherwise, of the MLP General   Partner, Martin Resource or any other entity in which the MLP General Partner or Martin   Resource owns any equity interest (other than the MLP and its Subsidiaries), except as permitted   by Section 5.13 and Section 7.02.  Without limiting the foregoing, the MLP and the Borrower   will, and will cause each of their respective Subsidiaries to, (a) observe all requirements,   procedures and formalities necessary or advisable in order that the MLP, the Borrower and each  of their respective Subsidiaries will be considered validly existing Persons separate and distinct  from the MLP General Partner, Martin Resource and their other Subsidiaries, (b) not permit any   commingling of the assets of the MLP General Partner, Martin Resource or any of their   Subsidiaries (other than the MLP and its Subsidiaries) with assets of the MLP, the Borrower or   any of their respective Subsidiaries which would prevent the assets of the MLP General Partner,   Martin Resource or any of their Subsidiaries (other than the MLP and its Subsidiaries) from   being readily distinguished from the assets of the MLP, the Borrower, and their respective   Subsidiaries, and (c) take reasonable and customary actions to ensure that creditors of the MLP   General Partner, Martin Resource, and their Subsidiaries (other than the MLP and its                                             





 






 Subsidiaries) are aware that each such Person is an entity separate and distinct from the MLP, the   Borrower and their respective Subsidiaries.          Section 6.16 Further Assurances; Additional Collateral.                (a)   The Borrower and the MLP shall, and shall cause each Restricted   Subsidiary of the Borrower and the MLP to, take such actions and execute and deliver such   documents and instruments as the Administrative Agent shall request pursuant to this Section   6.16 to ensure that the Collateral Agent, on behalf of the Lenders and the Lender Swap Parties,   shall, at all times, have currently effective duly executed Loan Documents granting Liens and   security interests in substantially all of the (x) material Vessels and material Fixed Assets, (y)   accounts receivable, inventory, equipment, general intangibles and deposit accounts, and (z)   other material assets and properties of the MLP, the Borrower and the Restricted Subsidiaries,  including all capital stock, partnership, joint venture, membership interests or other equity  interests; provided, that,                      (i)   general partnership interests in the Borrower shall not be pledged         by the Borrower General Partner until (A) such time as the Borrower General Partner         Organization Documents no longer prohibit the Borrower General Partner from granting         a Lien and security interest in the general partnership interests of the Borrower, and         (B) such pledge shall not result in any material adverse tax consequences to the MLP, the         Borrower or the Restricted Subsidiaries;                      (ii)  the grant of a Lien on the assets described on Schedules 4.01 and         Section 6.16 shall not be required until such time as indicated thereon;                      (iii) if the grant of a Lien on (A) any specific lease, contract right,         governmental license or approval or similar property, or (B) subject to the Administrative         Agent’s consent, any property acquired by a Loan Party after the Closing Date (the         property described in this clause (iii) is herein referred to collectively as the “Non-        Pledgeable Collateral”) is expressly prohibited by, or would cause a default under or         termination, avoidance or forfeiture of, any lease, contract, agreement, license or Law to         which the MLP, the Borrower, or any of the Restricted Subsidiaries is a party or is         subject, then the Loan Parties shall not be required to grant a Lien to the Collateral Agent         on such Non-Pledgeable Collateral for so long as such grant is prohibited or would result         in such default; provided, that, that upon the request of the Administrative Agent, the         Loan Parties agree to use commercially reasonable efforts to obtain any consents,         authorizations, waivers, or other approvals that may be required in order to grant a Lien         on Non-Pledgeable Collateral specifically requested by the Administrative Agent.          Notwithstanding anything to the contrary set forth herein, no lease, contract or license         between (x) the MLP, the Borrower or any of the Restricted Subsidiaries and (y) Martin         Resource or any of its Restricted Subsidiaries shall prohibit a Lien in favor of, or         foreclosure by, the Collateral Agent thereon;                      (iv)  the Loan Parties shall not be required to grant a Lien on equity         interests in a Foreign Subsidiary, and a Foreign Subsidiary shall not be required to grant                                              





 






      Liens on its assets to the extent that the granting of such Liens would have an adverse tax        effect on the Companies;                     (v)   the Borrower shall not be required to grant a Lien on any asset that        could result in the contravention of applicable law, unless such applicable law would be        rendered ineffective with respect to the creation of the security interest hereunder        pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the U.C.C. (or any successor       provision or provisions); provided, that this clause (v) shall not prohibit the grant of a        Lien or a provision of a Guaranty at such time as the legal prohibition shall no longer be        applicable and to the extent severable (which Lien shall attach immediately to any        portion not subject to the prohibitions specified above);                     (vi)  the Loan Parties shall not be required to grant Liens on any real or        personal property (including any Vessel, Building or Manufactured (Mobile) Home) to        the extent that all such property has an aggregate fair market value of less than        $25,000,000 at all times; provided, that this clause (a)(vi) shall not apply to any real or        personal property listed on Schedule 4.01;                     (vii) in the case of the Acquisition of assets by a Loan Party after the        Closing Date, upon request made by the Borrower, the Administrative Agent may extend        the time period for compliance with this Section 6.16 and Section 6.14 for a period of up        to sixty (60) days after the date of such Acquisition (or such later date as the        Administrative Agent shall agree in its sole discretion);                     (viii) the Borrower shall not be required to grant a Lien on any asset        with respect to which the Administrative Agent determines in its sole discretion the costs        of obtaining such Lien are excessive in relation to the value of the security to be afforded        thereby; and                     (ix)  no Loan Party shall be required to grant a Lien on the equity        interests in any Unrestricted Subsidiary.               (b)   In connection with the actions required pursuant to this Section 6.16,  (i) the Borrower and the MLP shall, and shall cause each applicable Subsidiary of the Borrower  and the MLP to, execute and deliver such stock certificates, blank stock powers, evidence of  corporate authorization, opinions of counsel, current valuations, evidence of title, title opinions,  title insurance, evidence of insurance and other documents, and shall use commercially  reasonable efforts to obtain landlord and mortgagee waivers and third party consents, in each  case as shall be reasonably requested by the Administrative Agent in form and substance  reasonably satisfactory to the Administrative Agent, and (ii) the applicable Loan Party shall,  prior to delivering any Mortgage securing Buildings or Manufactured (Mobile) Homes, or any  amendment of or supplement to any Mortgage adding Buildings or Manufactured (Mobile)  Homes as “Collateral” defined therein, deliver to the Administrative Agent (A) a standard flood  hazard determination with respect to the real property subject to such Mortgage, and (B) if such  real property is located in a special flood hazard area, (1) confirmation of receipt by the  Borrower and any applicable Loan Party of notice from the Administrative Agent as to the  existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance                                            





 






 under applicable Flood Insurance Regulations, and (2) evidence of applicable flood insurance, if   available, in each case in such form, on such terms and in such amounts as required by   applicable Flood Insurance Regulations or as otherwise reasonably required by the   Administrative Agent, in each case as shall be reasonably requested by the Administrative Agent   in form and substance reasonably satisfactory to the Administrative Agent.                (c)   The Liens required by this Section 6.16 shall be perfected Liens in favor   of the Collateral Agent for the benefit of the Lenders and the Lender Swap Parties, subject in   priority to no other Liens except Permitted Liens of the type described in Section 7.01 (other   than Section 7.01(h) and, in the case of the Vessels and other fixed assets required to be pledged   pursuant to Section 6.16(a)(i), other than Section 7.01(b), (h), (i), (j), and (k)).                (d)   The Borrower and the MLP shall, and shall cause each of the Restricted   Subsidiaries to, (i) execute and deliver amendments to any Loan Documents relating to Swap   Obligations that are necessary to comply with the Commodity Exchange Act, and (ii) deliver or   report any information to any Lender Swap Party necessary for such Lender Swap Party to   comply with the Commodity Exchange Act.          Section 6.17 Designation and Conversion of Restricted and Unrestricted   Subsidiaries.                (a)   Unless designated in writing to the Administrative Agent pursuant to this   Section, any Person that becomes a Subsidiary of the MLP, the Borrower or any Restricted   Subsidiary after the Closing Date shall be classified as a Restricted Subsidiary.                (b)   The Borrower may designate any Subsidiary (including any newly-formed   or newly-acquired Subsidiary) of the MLP or the Borrower as an Unrestricted Subsidiary if   (i) the representations and warranties of the Loan Parties contained in each of the Loan   Documents are true and correct on and as of such date as if made on and as of the date of such   designation (or, if made as of an earlier date, were true and correct as of such date), (ii) no   Default or Event of Default then exists or would result therefrom, (iii) immediately after giving   effect to such designation, the MLP, the Borrower and their Restricted Subsidiaries are in pro   forma compliance with all of the covenants set forth in Section 7.14, and (iv) after giving effect   to such designation, such Unrestricted Subsidiary has no Indebtedness, other than Non-Recourse   Obligations.                (c)   The Borrower may designate any Unrestricted Subsidiary to be a   Restricted Subsidiary if (i) the representations and warranties of the Loan Parties contained in   each of the Loan Documents are true and correct in all material respects on and as of such date as   if made on and as of the date of such redesignation (or, if made as of an earlier date, were true   and correct as of such date), (ii) no Default or Event of Default then exists or would result   therefrom, and (iii) immediately after giving effect to such designation, the MLP, the Borrower   and the Restricted Subsidiaries are in pro forma compliance with all of the covenants set forth in   Section 7.14.                (d)   At least ten (10) days prior to the date of any designation or re-designation  pursuant to clauses (b) or (c) above (or such shorter period as the Administrative Agent shall                                             





 






 agree), the Borrower shall provide a certificate to the Administrative Agent, in form and   substance satisfactory to the Administrative Agent, demonstrating compliance with the   covenants set forth in this Section 6.17.          Section 6.18 Agreements Respecting Unrestricted Subsidiaries.                (a)   The MLP and the Borrower shall, and shall cause each of the Restricted   Subsidiaries to, operate each Unrestricted Subsidiary in such a manner as to make it apparent to   all creditors of such Unrestricted Subsidiary that such Unrestricted Subsidiary is a legal entity   separate and distinct from the MLP, the Borrower and each Restricted Subsidiary and as such is   solely responsible for its debts and other obligations.                (b)   The Borrower will not permit any Unrestricted Subsidiary to hold any   equity interests in, or any Indebtedness of, any Restricted Subsidiary.          Section 6.19 Inventory Financing Sublimit Tranche.                (a)   The Borrower shall provide prompt notice of any change, amendment or   modification that occurs with respect to a Swap Contract or sales contract related to Financed   Eligible Inventory to the extent that such change, amendment or modification relates to the   timing or amount of payments thereunder or would cause a prepayment to be required under   Section 2.03(f).                 (b)   The Borrower shall, and shall cause each of the Restricted Subsidiaries to,   maintain full Swap Contracts or forward sale contracts at all times with respect to Financed   Eligible Inventory; provided, that the unavailability of derivatives with respect to the precise type   of Petroleum Product that constitutes given Financed Eligible Inventory, basis differentials that   cannot be fully hedged, or similar circumstances, shall not result in given Financed Eligible   Inventory being considered to be not "fully hedged" for the purpose of this clause (b), so long as   the Borrower is in good faith attempting to cause its commodity price risk with respect to such   Financed Eligible Inventory to be minimized as reasonably possible.                                    ARTICLE VII                              NEGATIVE COVENANTS          So long as any Lender shall have any Commitment hereunder, or any Loan or other   Obligations shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding,   each of the MLP and the Borrower agrees that it shall not, and shall not permit any Restricted   Subsidiary (or, with respect to Section 7.08 and Section 7.09, any other Subsidiary) to, directly   or indirectly:          Section 7.01 Liens.  Create, incur, assume or suffer to exist any Lien upon any of its  property, assets or revenues, whether now owned or hereafter acquired, other than the following:               (a)   Liens pursuant to any Loan Document;                                             





 






             (b)   Liens listed on Schedule 7.01, and any renewals or extensions thereof,   provided, that (i) the amount of the Indebtedness secured thereby is not increased, and (ii) any of  the Indebtedness thereby secured is permitted by Section 7.04(e) or (gf);                (c)   Liens for taxes not yet due or which are being contested in good faith and   by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books   of the applicable Person in accordance with GAAP;               (d)   carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or  other like Liens arising in the ordinary course of business which are not overdue for a period of  more than thirty (30) days or which are being contested in good faith and by appropriate  proceedings, if adequate reserves with respect thereto are maintained on the books of the  applicable Person in accordance with GAAP;               (e)   pledges or deposits in the ordinary course of business in connection with  workers’ compensation, unemployment insurance and other social security legislation, other than  any Lien imposed by ERISA;               (f)   deposits to secure the performance of bids, trade contracts (other than for  borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and  other obligations of a like nature, in each case incurred in the ordinary course of business;               (g)   easements, rights-of-way, restrictions and other similar encumbrances  affecting real property which (i) are described in any title policy delivered with respect to the  Collateral, or (ii) do not materially interfere with the ordinary conduct of the business of the  applicable Person;               (h)   judgment Liens not giving rise to an Event of Default;                (i)   any Lien existing on any asset (other than stock of a Restricted Subsidiary)   prior to acquisition thereof by the Borrower or a Restricted Subsidiary, and not created in   contemplation of such acquisition, provided, that (i) no such Lien shall be extended to cover   property other than the asset being acquired, and (ii) the Indebtedness thereby secured is   permitted by Section 7.04(e) or (gf);                (j)   Liens securing Capital Lease obligations, provided, that the Indebtedness   in respect of such Capital Lease is permitted under Section 7.04(e) or (gf);                (k)   Purchase purchase money Liens upon or in any property acquired by   Borrower or any of its Restricted Subsidiaries to secure the deferred portion of the purchase price   of such property or to secure Indebtedness incurred to finance the acquisition of such property   and refinancings, renewals and extensions of such Liens, provided, that (i) no such Lien shall be   extended to cover property other than the property being acquired and the proceeds, products and   replacements thereof, and (ii) the Indebtedness thereby secured is permitted by Section 7.04(e) or   (gf);                (l)   Liens reserved in or exercisable under any lease or sublease to which the   Borrower or a Restricted Subsidiary is a lessee which secure the payment of rent or compliance                                             





 






with the terms of such lease or sublease; provided, that the rent under such lease or sublease is  not then overdue for a period of thirty (30) days;               (m)   any interest or title of a lessor under any lease entered into by the  Borrower or any Restricted Subsidiary in the ordinary course of its business and covering only  the assets so leased;               (n)   Liens, incurred in the ordinary course of business in connection with  margin requirements under Swap Contracts, on cash and cash equivalents Cash Equivalents not  to exceed in value in the aggregate $500,000 at any time outstanding;               (o)   interests of lessees in leases under which such Person is a lessor, provided  such leaseholds are otherwise not prohibited by the terms of this Agreement;               (p)   Liens in favor of collecting or payor banks having a right of setoff,  revocation, refund or chargeback with respect to money or instruments of the MLP, the Borrower  or any Restricted Subsidiary on deposit with or in possession of such bank;               (q)   Liens represented by the escrow of cash or Cash Equivalents, and the  earnings thereon, securing the obligations of the Borrower or any of its Restricted Subsidiaries  under any agreement to acquire, or pursuant to which it acquired property, securing the  obligations of the Borrower or any of its Restricted Subsidiaries to the seller of such property  under any agreement pursuant to which the Borrower or any of its Restricted Subsidiaries may  acquire such property;               (r)   Liens on Non-Pledgeable Collateral, provided, that the Indebtedness  thereby secured is permitted by Section 7.04(e) or (gf);               (s)   Liens reserved in customary oil, gas and/or mineral leases for royalties,  bonus or rental payments and for compliance with the terms of such leases and Liens reserved in  customary operating agreements, farm-out and farm-in agreements, exploration agreements,  development agreements and other similar agreements for compliance with the terms of such  agreements, to the extent that (i) any such Lien referred to in this clause (s) does not materially  impair the use or value of the property subject to such Lien for the purposes for which such  property is held, and (ii) in the case of customary operating agreements, farm-out and farm-in  agreements, exploration agreements, development agreements and other similar agreements, the  amount of any obligations secured thereby that are delinquent, that are not diligently contested in  good faith and for which adequate reserves are not maintained by the applicable Company do not  exceed, at any time outstanding, the amount owing by such Company, for ninety (90) days’  billed operating expenses or other expenditures attributable to such entity’s interest in the  property covered thereby; and               (t)   Liens in favor of Qualified Factors on Factoring Transaction Assets to  secure obligations in connection with Permitted Factoring Transactions.               (t)   Liens not otherwise permitted hereunder securing obligations or liabilities  of the Borrower or any of its Restricted Subsidiaries in the aggregate amount not to exceed  $5,000,000.                                            





 






Section 7.02 Investments and Acquisitions.         (a)   Make any Investments, except:              (i)   cash or Cash Equivalents;               (ii)  Investments constituting Indebtedness permitted under Section  7.04;               (iii) Investments by the MLP in the Borrower;               (iv)  (A) Investments by the Borrower and its Restricted Subsidiaries in  a Wholly-Owned Restricted Subsidiary of the Borrower; and (B) any Investment by the  Borrower and its Restricted Subsidiaries in a Person that becomes a Wholly-Owned  Restricted Subsidiary of the Borrower as a result of such Investment, including, without  limitation, as a result of a merger or consolidation into a Wholly-Owned Restricted  Subsidiary in connection with such Investment; provided, that the Borrower is in  compliance with Section 6.14;               (v)   trade accounts receivable which are for goods furnished or services  rendered in the ordinary course of business;               (vi)  Investments received in satisfaction or partial satisfaction of  accounts receivable from financially troubled account debtors to the extent reasonably  necessary in order to prevent or limit loss;               (vii) Guaranty Obligations permitted by Section 7.04;or               (viii) Investments by the Borrower and its Restricted Subsidiaries in  Permitted Joint Ventures and Unrestricted Subsidiaries, provided, that:                     (A)   the Loan Parties shall be in pro forma compliance with the        covenants set forth in this Section 7.02 and Section 7.14 at the time that such        Investment is made and after giving effect thereto;                     (B)   after giving pro forma effect to such Investment and the        Liens to be granted in connection therewith, the book value of Collateral in which        the Collateral Agent has a Lien pursuant to the Loan Documents shall not be less        than 50% of the book value of the total assets of the MLP, the Borrower and their        Subsidiaries (calculated on a pro forma basis based on the book value as of the        close of the most recent fiscal quarter and taking into account on a pro forma        basis all Investments made since such quarter-end);                     (C)   the aggregate outstanding amount of Investments made on        or after the Closing Ninth Amendment Effective Date in Permitted Joint Ventures        (other than Cardinal and West the South Texas LPGLand Transfers) and        Unrestricted Subsidiaries shall not exceed the greater of (x) twenty fifteen percent        (2015%) of the Consolidated Net Tangible Assets of the MLP, the Borrower and                                      





 






            their Subsidiaries and (y) $200,000,000 125,000,000 (as such amount may be              increased on a dollar-for-dollar basis by Returned Capital with respect to any such              Investment); provided that, (I) the Borrower or the applicable Loan Party shall              have pledged its equity interests in West Texas LPG to the Collateral Agent in              accordance with Section 6.16; and (II) with respect to any Investment in a              Permitted Joint Venture (other than the Initial WTP Investment)South Texas Land              Transfers) or Unrestricted Subsidiary, at the time that such Investment is made              and after giving effect thereto, the Aggregate Committed Sum then in effect less              the aggregate Outstanding Amount of all Committed Loans and L/C Obligations              shall be equal to or greater than $50,000,000; and                           (D)   with respect to any Investment in an amount in excess of              $25,000,000, the Borrower shall deliver to the Administrative Agent at the time              such Investment is made a certificate demonstrating compliance with this Section              7.02(a)(viii) and Section 7.02(b);and                     (ix)  Investments by the Borrower and its Restricted Subsidiaries in        Unrestricted Subsidiaries, provided, that:                     (ix)  Investments in Permitted Joint Ventures constituting the South        Texas Land Transfers; and                           (A)   the Loan Parties shall be in pro forma compliance with the              covenants set forth in this Section 7.02 and Section 7.14 at the time that such              Investment is made and after giving effect thereto;                           (B)   the aggregate outstanding amount of Investments made              after the Closing Date in Unrestricted Subsidiaries shall not exceed $25,000,000              (as such amount may be increased on a dollar-for-dollar basis by Returned Capital              with respect to any such Investment);                           (C)   the Borrower shall deliver to the Administrative Agent at              the time such Investment is made a certificate demonstrating compliance with this              Section 7.02(a)(ix) and Section 7.02(b); and                     (x)   Investments by the Borrower in MET in an aggregate amount not        to exceed $25,000,000; or                     (x)   (xi)Investments by the Borrower and its Restricted Subsidiaries        (other than Investments referenced in clauses (i) through (viiiix) above) in an aggregate        amount not to exceed $2,000,00015,000,000.               (b)   Make any Acquisition, or acquisition of the capital stock or securities of  another Person, unless (i) after giving effect thereto, (A) the Borrower is in pro forma  compliance with Section 7.14 (tested as of the last day of the most recent fiscal quarter for which  financial statements are available), and (B) unfunded Commitments of at least $30,000,000  50,000,000 then exist, and (ii) if any such Acquisition or Investment results in the ownership of  assets located outside the United States or equity interests in any Person that is not a Domestic                                            





 






 Person, (A) such Acquisition or Investment constitutes a Foreign Investment, and (B) the   aggregate amount of all Foreign Investments does not exceed $30,000,000.                (c)   Make an Investment that is opposed by the board of directors or similar   governing entity of the Person in which the Investment is made.                (d)   Notwithstanding anything to the contrary contained in this Section 7.02,   make Investments in MET in excess of the amount set forth in clause (a)(x) at any time.          Section 7.03 Hedging Agreements.  Enter into any Swap Contracts other than in the   ordinary course of business for the purpose of protecting against fluctuations in interest rates,   commodity prices or foreign exchange rates and not for purposes of speculation, provided, that   the Swap Contract shall not contain any provision exonerating the non-defaulting party from its  obligation to make payments on outstanding transactions to the defaulting party.          Section 7.04 Indebtedness.  Create, incur or assume any Indebtedness, except:                (a)   Indebtedness incurred pursuant to the Loan Documents;                (b)   Indebtedness owed by a Restricted Subsidiary to the Borrower or to a   Wholly-Owned Restricted Subsidiary that is a Guarantor or by the Borrower to a Wholly-Owned  Restricted Subsidiary that is a Guarantor, provided, that, to the extent such Indebtedness is  evidenced by a promissory note, such note shall be pledged to secure the Obligations and is in  the possession of the Collateral Agent;                (c)   obligations (contingent or otherwise) of the Borrower, the MLP or any   Restricted Subsidiary existing or arising under any Swap Contract to the extent permitted by   Section 7.03;                (d)   unsecured Indebtedness of the Borrower, Martin Midstream Finance   Corp., a Delaware corporation, and the MLP, and any guarantees thereof by the Borrower or a  Guarantor, provided, that (A) such Indebtedness (d) shall bear a market rate of interest, (B) such   Indebtedness shall not require any scheduled payment of principal earlier than a date which is   one hundred twenty (120) days after the Stated Maturity Date at the time of such incurrence, and   (C) such Indebtedness shall not contain covenants, mandatory prepayment events, or events of   default that are , when taken as a whole, more restrictive than those set forth in this Agreement   (except as otherwise reasonably satisfactory to the Administrative Agent) and (D) both before   and after such Indebtedness is created, incurred or assumed, no Default or Event of Default shall   exist;                (e)   Indebtedness existing on the Closing Date and identified on   Schedule 7.04, and any renewals or extensions (but not increases) thereof; and                (f)   Indebtedness with respect to any Permitted Factoring Transaction; and                (f)   (g)other Indebtedness of the MLP, the Borrower and the Restricted   Subsidiaries not to exceed $50,000,000 in aggregate principal amount outstanding at any time;.                                              





 






 provided, that notwithstanding anything to the contrary set forth in clauses (a) through (g) above,   if any Indebtedness is incurred pursuant to this Section 7.04, both before and after such   Indebtedness is created, incurred or assumed, no Default or Event of Default shall exist.          Section 7.05 Fundamental Changes.  Merge or consolidate with or into, or convey,   transfer, lease or otherwise Dispose of (whether in one transaction or in a series of transactions)   all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of   any Person, except that, so long as no Default or Event of Default exists or would result   therefrom:                (a)   any Person may merge into the Borrower, provided, that the Borrower is   the surviving entity and the requirements set forth in Section 7.02 are satisfied;                (b)   any Restricted Subsidiary may merge with (i) the Borrower, provided, that   the Borrower shall be the continuing or surviving Person, or (ii) any one or more Restricted  Subsidiaries, provided, that when any Wholly-Owned Restricted Subsidiary is merging with  another Restricted Subsidiary, a Wholly-Owned Restricted Subsidiary shall be the continuing or  surviving Person, and provided further that when any Guarantor is merging with another  Restricted Subsidiary, a Guarantor shall be the continuing or surviving Person;               (c)   any Restricted Subsidiary may Dispose of all or substantially all of its   assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted   Subsidiary; provided, that (i) if the transferor in such a transaction is a Wholly-Owned Restricted   Subsidiary, then the transferee must also be the Borrower or a Wholly-Owned Restricted  Subsidiary, and (ii) if the transferor in such a transaction is a Guarantor, then the transferee must  be the Borrower or a Guarantor;                (d)   any Person (other than the Borrower or a Restricted Subsidiary of the   Borrower) may merge into any Restricted Subsidiary; provided, that such Restricted Subsidiary   is the surviving entity and the requirements set forth in Section 7.02 are satisfied;                (e)   the Borrower and each Restricted Subsidiary may make Dispositions   permitted by Section 7.06; and                (f)   any Restricted Subsidiary may dissolve or change its legal form if the   Borrower determines in good faith that such action is in the best interests of the Loan Parties and   not materially disadvantageous to the Lenders.          Section 7.06 Dispositions.  Make any Disposition or enter into any agreement to make   any Disposition, except:                (a)   Dispositions by the Borrower or its Restricted Subsidiaries of inventory or   obsolete equipment in the ordinary course of business;                (b)   Dispositions by any Restricted Subsidiary to the Borrower, or by any   Restricted Subsidiary or by the Borrower to a Wholly-Owned Restricted Subsidiary that is a  Guarantor;                                             





 






             (c)   Dispositions for fair market value in an aggregate amount not to exceed   $50,000,000 for the period commencing on the Fourth Amendment Effective Date and ending on   December 31, 2015 and not to exceed $50,000,000 in any fiscal year thereafter, so long as (i) no   Default or Event of Default then exists or arises as a result thereof, (ii) if a prepayment is   required by  Section 2.03(b)(i), the Borrower shall make such prepayment in accordance with   such Section, and (iii) if the fair market value of any Disposition exceeds $20,000,000, then Cash   Equivalents comprise at least 75% of the consideration received by the applicable Company in   connection therewith;                (d)   Dispositions resulting from damage to, or loss or destruction of, any   property or other event resulting in payments made to any Loan Party under an insurance policy   or as a result of any condemnation or vessel condemnation, provided, that the Borrower is in   compliance with Section 2.03(b)(i);                (e)   Dispositions of Factoring Transaction Assets by the Borrower or any   Restricted Subsidiary in connection with a Permitted Factoring Transaction;                 (e)   (f)Dispositions to an Unrestricted Subsidiary so long as such Disposition   is an Investment permitted pursuant to Section 7.02(a)(ix); 7.02(a)(viii); and                (g)   the West Texas LPG Sale so long as (i) 100% of the purchase price thereof   is paid in cash, (ii) no Default or Event of Default exists prior to or immediately after giving   effect to such Disposition, (iii) such Disposition is for fair market value on arm’s length terms,   (iv) if a prepayment is required by Section 2.03(b)(i), the Borrower shall make such prepayment   in accordance with such Section and (v) the West Texas LPG Sale is completed no later than   August 31, 2018 in accordance with the West Texas LPG PSA without giving effect to any   modifications, waivers or changes thereto that are materially adverse to the Administrative Agent   or the Lenders; and                (f)   (h)the Cardinal the Project South Sale so long as (i) 100% of the purchase   price thereof is paid in cash, (ii) no Default or Event of Default exists prior to or immediately   after giving effect to such Disposition, (iii) such Disposition is for fair market value on arm’s   length terms, (iv) the Net Cash Proceeds realized from the Cardinal Project South Sale are   applied as a prepayment in accordance with Section 2.03(b)(i)(E) and (v) the Cardinal Project   South Sale is completed no later than September 30December 31, 2019 in accordance with the   Cardinal PSA without giving effect to any modifications, waivers or changes thereto that are   materially adverse to the Administrative Agent or the LendersProject South Sale APA.          Section 7.07 Restricted Payments; Distributions and Redemptions.  Declare or  make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or  otherwise) to do so, except that:               (a)   each Restricted Subsidiary may make Restricted Payments to the  Borrower and to Wholly-Owned Restricted Subsidiaries of the Borrower (and, in the case of a  Restricted Payment by a non-Wholly-Owned Restricted Subsidiary, to the Borrower and any  Restricted Subsidiary and to each owner of capital stock or other equity interest of such  Restricted Subsidiary on a pro rata basis based on their relative ownership interests);                                            





 






             (b)   the Borrower may declare and make Quarterly Distributions of Available   Cash as defined in the Limited Partnership Agreement (Borrower) as in effect on the Closing   Date (including, without limitation, distributions of the proceeds of Distribution Loans) to the   extent such Quarterly Distributions are made in accordance with the Limited Partnership   Agreement (Borrower); provided, that at the time each such Quarterly Distribution is declared,   no Default or Event of Default exists or would result therefrom;                (c)   the MLP may (i) declare and make Quarterly Distributions of Available  Cash as defined in the Limited Partnership Agreement (MLP) as in effect on the Closing Date  (including, without limitation, distributions of the proceeds of Distribution Loans) to the extent  such Quarterly Distributions are made in accordance with the Limited Partnership Agreement  (MLP) and (ii) purchase units under and in accordance with any MLP Long-Term Incentive Plan   (as defined in the Limited Partnership Agreement (MLP)); provided, that at the time each such   Quarterly Distribution or purchase is declared, no Default or Event of Default exists or would   result therefrom;                 (d)   the MLP may declare and make dividend payments or other distributions   payable solely in any equity interests representing limited partner interests in the MLP, including   any common units, any subordinated common units, subordinated Class B Units and Class C   Units; and                (e)   on or after the Fifth Amendment Effective Date, the MLP may purchase,   redeem or otherwise acquire a portion of the common units representing its limited partner   interests (the “MLP Common Unit Redemption”), and the Borrower may make Restricted   Payments to the MLP to fund the MLP Common Unit Redemption, provided that (i) the   aggregate purchase, redemption or other acquisition amount, together with the aggregate amount   paid by the MLP and its Subsidiaries for the MLP Senior Notes Repurchases, shall not exceed   $25,000,000 on or after the Fifth Amendment Effective Date for all such redemptions, purchases   and other acquisitions, (ii) no Default or Event of Default then exists or arises as a result thereof,   (iii) at the time that such purchase, redemption or other acquisition is made and immediately   after giving effect thereto, the aggregate Outstanding Amount of all Committed Loans and L/C   Obligations are less than ninety eighty-five percent (9085%) of the Aggregate Committed Sum,   (iv) at the time that such purchase, redemption or other acquisition is made and immediately after   giving effect thereto, the pro forma Leverage Ratio is less than 4.25 4.00 to 1.00 and (v) such   purchase, redemption or other acquisition is made solely with funds attributable to the net   proceeds of Dispositions of assets permitted hereunder received by a Loan Party no earlier than   90 days prior to the date of such purchase, redemption or other acquisition; and                (f)   the Borrower may make Restricted Payments to the MLP to fund the MLP   Senior Notes Repurchases and any repayments of Indebtedness that are permitted by Section   7.16.          Section 7.08 ERISA.  At any time engage in a transaction which could be subject to   Section 4069 or 4212(c) of ERISA, or permit any Plan maintained by a Company to (a) engage   in any non-exempt “prohibited transaction” (as defined in Section 4975 of the Code), (b) fail to   comply with ERISA or any other applicable Laws, (c) incur any material “accumulated funding   deficiency” (as defined in Section 302 of ERISA), which, with respect to each event listed above,                                             





 






 could be reasonably expected to have a Material Adverse Effect, (d) permit any Welfare Plan to   provide benefits, including medical benefits (whether or not insured), with respect to any current   or former employee of any Company or ERISA Affiliate beyond his or her retirement or other   termination of service, other than (i) coverage mandated by applicable law, (ii) death or   disability benefits that have been fully provided for by paid up insurance or otherwise, or   (iii) severance benefits, or (e) adopt, amend (except as may be required by applicable law) or   increase the amount of any benefit or amount payable under, or permit any ERISA Affiliate to   adopt, amend (except as may be required by applicable law) or increase the amount of any  benefit or amount payable under, any employee benefit plan (including any Welfare Plan) or  other plan, policy or arrangement, except for increases that, in the aggregate, do not result in a   Material Adverse Effect.          Section 7.09 Nature of Business.  Engage in any line of business other than the   Midstream Business, or make any Capital Expenditures or Acquisitions or Investments permitted   by Section 7.02 except in connection with the Midstream Business.  The MLP may not engage in   any business other than ownership of the Borrower General Partner, the Borrower and its   Subsidiaries and the operation of the MLP.          Section 7.10 Transactions with Affiliates.  Sell, lease or otherwise transfer any   property or assets to, or purchase, lease or otherwise acquire any property or assets from or   otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions   otherwise permitted under this Agreement and upon fair and reasonable terms no less favorable   to the Borrower, the MLP or such Restricted Subsidiary than such Person could obtain in a   comparable arm’s length transaction with a Person not an Affiliate of the Borrower, the MLP or   such Restricted Subsidiary, (b) transactions among the Loan Parties, or (c) any Restricted   Payment permitted by Section 7.07.          Section 7.11 Burdensome Agreements.  Enter into any Contractual Obligation (other   than this Agreement or , any other Loan Document or the documents governing the MLP Senior   Notes existing on the Ninth Amendment Effective Date and any Indebtedness permitted by   Section 7.04(d), provided that such Indebtedness permits the Obligations, each Guaranty, and the   Liens securing such Obligations) (a) that limits the ability of any Restricted Subsidiary to make   Restricted Payments to the Borrower or to otherwise transfer property to the Borrower; provided,   that the foregoing shall not apply to (i) restrictions and conditions (A) imposed by law or by any  Loan Document, (B) existing on the date hereof identified on Schedule 7.01 (but shall apply to   any extension or renewal of, or any amendment or modification expanding the scope of, any   such restriction or condition), (C) contained in agreements relating to a Disposition to a Person   who is not an Affiliate of the MLP or any Restricted Subsidiaries pending such Disposition,   provided such restrictions and conditions apply only to the property or assets to be subject to   such Disposition and such Disposition is permitted hereunder, or (D) imposed by any agreement   relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions   apply only to the property or assets securing such Indebtedness, and (ii) customary provisions in   leases and other contracts restricting the assignment thereof, (b) that limits the ability of the MLP   or any Restricted Subsidiary (other than a Foreign Subsidiary that is not required to deliver a   Guaranty pursuant to Section 6.14) to guaranty the Obligations, or (c) that limits the ability of the   MLP, the Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens   on property of such Person to secure the Obligations, except to the extent such Liens are not                                             





 






required by clauses (i) through (vi) of Section 6.16(a), provided, however, that this clause (c)  shall not prohibit a negative pledge incurred or provided in favor of any holder of Indebtedness  permitted under Section 7.04(e) or Section 7.04(g7.04(f) to the extent such negative pledge  relates to the property financed by such Indebtedness; or (d) that requires the grant of a Lien to  secure an obligation of a Loan Party if a Lien is granted to secure the Obligations.         Section 7.12 Use of Proceeds.  Use the proceeds of any Loan for purposes other than  those permitted by  Section 6.12, (b) use the proceeds of any Loan, whether directly or indirectly,  and whether immediately, incidentally or ultimately, for any purpose that entails a violation  (including on the part of any Lender) of any of the regulations of the Board, including  Regulations U and X, or (c) use the proceeds of any Loan (i) to fund any activities or business of  any Person that, at the time of such funding, is, the subject of Sanctions or located, organized or  a resident in a country or territory that is, or whose government is, the subject of Sanctions or (ii)  in any other manner that, to the Borrower’s knowledge, would result in a violation of Sanctions  by any Lender, L/C Issuer, Arranger, Administrative Agent or Collateral Agent.         Section 7.13 Amendments to Organization Documents or Material Agreements.   Permit any amendment to any Loan Party’s Organization Documents or any Material Agreement  (including, without limitation, the Omnibus Agreement), if such amendment could reasonably be  expected to have a Material Adverse Effect, or any amendment, modification, waiver or  supplement to the WTP Documents that alters the voting provisions in the WTP Limited  Partnership Agreement to require the approval of less than two general partners of West Texas  LPG or otherwise materially and adversely affect the voting rights of any Loan Party under the  WTP Limited Partnership Agreement.         Section 7.14 Financial Covenants.                 (a)   Interest Coverage Ratio.  Permit the Interest Coverage Ratio as of the end  of any fiscal quarter to be less than the ratio of 2.50 to 1.0.               (b)   Leverage Ratio.  Permit the Leverage Ratio as of the end of any fiscal  quarter to be greater than:                     (i)   with respect to the fiscal quarter quarters ended June 30, 20182019        and ending in September of 2019, 5.75  5.50 to 1.00;                     (ii)  with respect to the fiscal quarters ending in September and        December of 20182019 and March, June and September of 2020, 5.25 to 1.00; 1and                     (iii) with respect to the fiscal quarter ending in March of 2019, 5.85 to        1.00;                     (iv)  with respect to the fiscal quarter ending in June of 2019, 5.85 to        1.00, unless the Cardinal Sale has occurred in such fiscal quarter, in which case the        Leverage Ratio shall not be greater than 5.50 to 1.00 for such fiscal quarter;                                                    1 Reflects quarter turn step up as a result of the MTI acquisition which occurred in Q1 2019.                                             





 






                   (v)   with respect to the fiscal quarter ending in September of 2019, 5.50         to 1.00; and                      (iii) (vi)with respect to each fiscal quarter ending thereafter, 5.25 5.00         to 1.00, except that commencing with the fiscal quarter ending in March December of         2020, the Borrower may elect a maximum Leverage Ratio of 5.50 5.25 to 1.00 for the last         day of the fiscal quarter in which an Acquisition or an acquisition of the equity interests         of one or more new Restricted Subsidiaries has occurred and for the two fiscal quarters         immediately following such acquisition (the “Acquisition Step-up Election”); provided         that (A) such acquisition shall have a purchase price of at least $50,000,000, (B) any        Restricted Subsidiary acquired in connection with such acquisition shall remain        designated as a Restricted Subsidiary at all times during the effectiveness of the        Acquisition Step-up Election and (C) after the conclusion of the applicable time period         for any Acquisition Step-up Election, the Borrower must wait at least one full fiscal         quarter before making another Acquisition Step-up Election.                (c)   Senior Leverage Ratio.  (i) Except as provided in clause (ii) of this   Section 7.14(c), permit Permit the Senior Leverage Ratio as of the end of any fiscal quarter to be   greater than 3.25 to 1.00;2.75 to 1.00.                      (ii)  Upon consummation of the West Texas LPG Sale, permit the         Senior Leverage Ratio as of the end of any fiscal quarter to be greater than 3.50 to 1.00.                (d)   Adjustments for Acquisitions and Material Projects.  For purposes of   calculating the Interest Coverage Ratio, Leverage Ratio and Senior Leverage Ratio,   (i) Consolidated EBITDA and Consolidated Interest Charges shall be adjusted on a pro forma  basis (in a manner acceptable to the Administrative Agent if unaudited or by an independent  certified public accountant of nationally recognized standing acceptable to the Administrative   Agent) for any Person or assets sold or acquired and any Indebtedness incurred or assumed after   the beginning of any four-fiscal quarter period being measured with respect to such ratios as if   such assets had been sold or acquired or Indebtedness had been incurred at the beginning of such   four-fiscal quarter period, and (ii) Consolidated EBITDA may include, at the Borrower’s option,   Material Project EBITDA Adjustments.          Section 7.15 Certain Matters Relating to Permitted Joint Ventures   and   Unrestricted Subsidiaries.  Vote its equity interests in any Permitted Joint Venture or   Unrestricted Subsidiary to enable such Permitted Joint Venture or Unrestricted Subsidiary to, or   otherwise permit any Permitted Joint Venture or Unrestricted Subsidiary to, (a) incur, assume or   otherwise be liable in respect of any Indebtedness, other than Indebtedness not to exceed   $75,000,000 in the aggregate at any time outstanding for all Permitted Joint Ventures and   Unrestricted Subsidiaries, or (b) create or suffer to exist any Liens on any of their property,   assets or revenues, whether now owned or hereafter acquired, other than (i) Liens of the type   permitted by Section 7.01 (other than clauses (b), (i), (j), (k) and (n) thereof), and (ii) other Liens   securing obligations not to exceed $75,000,000 in the aggregate at any time outstanding for all   Permitted Joint Ventures and Unrestricted Subsidiaries (in each case, so long such Permitted   Joint Venture or Unrestricted Subsidiary is in compliance with its obligations so secured);   provided, that (x) the restrictions in this Section 7.15 shall not apply to Cardinal, MET or West                                             





 






 Texas LPG; and (y) any Indebtedness incurred by MET must constitute Non-Recourse   Obligations.          Section 7.16 Certain Payments of Indebtedness.  Voluntarily prepay (whether by   redemption, purchase, retirement, defeasance, set-off or otherwise), prior to the stated maturity   thereof, the principal amount of any Indebtedness permitted by Section 7.04(d) unless (a) no   Default shall exist or would occur immediately after giving effect to such payment and (b) such   Indebtedness is repaid solely with funds attributable to the proceeds of other Indebtedness   permitted by such Section 7.04(d) or an equity issuance by the MLP, in either case received by a   Loan Party no earlier than 90 days prior to the date of such repayment; provided that, on or after   the Fifth Amendment Effective Date, the MLP may purchase, redeem or otherwise acquire a   portion of the MLP Senior Notes (the “MLP Senior Notes Repurchase”), so long as (i) the   aggregate purchase, redemption or other acquisition price, together with the aggregate amount of   MLP Common Unit Redemptions, shall not exceed $25,000,000 on or after the Fifth   Amendment Effective Date for all such redemptions, purchases and other acquisitions, (ii) no   Default or Event of Default then exists or arises as a result thereof, (iii) at the time that such   purchase is made and immediately after giving effect thereto, the aggregate Outstanding Amount   of all Committed Loans and L/C Obligations are less than ninety eighty-five percent (9085%) of   the Aggregate Committed Sum, (iv) the amount paid in respect of any MLP Senior Notes being   redeemed, purchased or otherwise acquired does not exceed eighty-five percent (85% ) of the   stated principal amount of such MLP Senior Notes and (v) such purchase, redemption or other   acquisition is made solely with funds attributable to the net proceeds of Dispositions of assets   permitted hereunder received by a Loan Party no earlier than 90 days prior to the date of such   purchase, redemption or other acquisition.                                    ARTICLE VIII                       EVENTS OF DEFAULT AND REMEDIES          Section 8.01 Events of Default.  Any of the following shall constitute an Event of   Default:                (a)   Non-Payment.  The Borrower fails to pay (i) when and as required to be   paid herein, any amount of principal of any Loan or any L/C Obligation, or (ii) within five (5)  Business Days after the same becomes due, any interest on any Loan, any L/C Obligation, any  commitment or other fee due hereunder, or any other amount payable hereunder or under any  other Loan Document;                (b)   Specific Covenants.  Any Loan Party fails to perform or observe any term,   covenant or agreement contained in any of Section 6.03(a), Section 6.05 (with respect to the   MLP’s and the Borrower’s existence), Section 6.12, or Article VII (other than Section 7.15);                (c)   Other Defaults.  Any Loan Party fails to perform or observe any other   covenant or agreement (not specified in clause (a) or (b) above) contained in any Loan   Document on its part to be performed or observed and such failure continues for thirty (30) days   after the earlier of (i) the date notice has been given to the Borrower by the Administrative Agent   or a Lender, or (ii) the date a Responsible Officer knew or reasonably should have known of   such Default;                                             





 






            (d)   Representations and Warranties.  Any representation or warranty made or  deemed made by any Company herein, in any other Loan Document, or in any document  delivered in connection herewith or therewith proves to have been incorrect in any material  respect when made or deemed made;               (e)   Cross-Default.  (i) The Borrower or any other Loan Party (A) fails to make  any payment when due (whether by scheduled maturity, required prepayment, acceleration,  demand, or otherwise) in respect of any Indebtedness or Guaranty Obligation (other than  Indebtedness under Swap Contracts) having an aggregate principal amount (or, in the case of a  Capitalized Lease or a Synthetic Lease Obligation, Attributable Indebtedness) (including  undrawn or available amounts and including amounts owing to all creditors under any combined  or syndicated credit arrangement) of more than (individually or collectively) $40,000,000, or  (B) fails to observe or perform any other agreement or condition relating to any such  Indebtedness or Guaranty Obligation or contained in any instrument or agreement evidencing,  securing or relating thereto, or any other event occurs (other than (x) notice of a voluntary  prepayment thereof or (y) the voluntary sale or transfer of the property or assets securing such  Indebtedness, if such prepayment, sale or transfer is permitted hereunder and under the  documents providing for such Indebtedness and such Indebtedness is repaid when required under  the documents providing for such Indebtedness), the effect of which default or other event is to  cause, or to permit the holder or holders of such Indebtedness, the lessor under such Synthetic  Lease Obligation or the beneficiary or beneficiaries of such Guaranty Obligation (or a trustee or  agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the  giving of notice if required, such Indebtedness to be demanded or to become due or to be  repurchased or redeemed (automatically or otherwise) prior to its stated maturity, or such  Guaranty Obligation to become payable or cash collateral in respect thereof to be demanded;  (ii) (A) there occurs under any Swap Contract an Early Termination Date (as defined in such  Swap Contract) resulting from any event of default under such Swap Contract as to which the  Borrower or any other Loan Party is the Defaulting Party (as defined in such Swap Contract),  and the Swap Termination Value owed by the Borrower or any other Loan Party as a result  thereof is greater than (individually or collectively) $40,000,000, or (B) there occurs under any  Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from any  Termination Event (as so defined) under such Swap Contract as to which the Borrower or any  other Loan Party is an Affected Party (as so defined) and the Swap Termination Value owed by  the Borrower and other Loan Party as a result thereof is greater than (individually or collectively)  $40,000,000 and such amount is not paid when due under such Swap Contract; or (iii) there  occurs an Event of Default (as such term is defined in any Collateral Document);               (f)   Insolvency Proceedings, Etc.  (i) (A) The Borrower or any other Loan  Party institutes or consents to the institution of any proceeding under any Debtor Relief Law, or  makes an assignment for the benefit of creditors, or applies for or consents to the appointment of  any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or  for all or any material part of its property or takes any action to effect any of the foregoing,  (B) any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is  appointed without the application or consent of such Person and the appointment continues  undischarged or unstayed for sixty (60) calendar days, or (C) any proceeding under any Debtor  Relief Law relating to any such Person or to all or any part of its property is instituted without  the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days,                                            





 






 or an order for relief is entered in any such proceeding, or (ii) (A) Martin Resource institutes or   consents to the institution of any proceeding under any Debtor Relief Law, or makes an   assignment for the benefit of creditors; or applies for or consents to the appointment of any   receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all   or any material part of its property or takes any action to effect any of the foregoing, (B) any   receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed   without the application or consent of such Person and the appointment continues undischarged or   unstayed for sixty (60) calendar days, or (C) any proceeding under any Debtor Relief Law   relating to any such Person or to all or any part of its property is instituted without the consent of   such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for   relief is entered in any such proceeding provided, in the case of any event described in this   clause (ii), that such event could reasonably be expected to have a Material Adverse Effect;                (g)   Inability to Pay Debts; Attachment.  (i) The Borrower or any other Loan   Party becomes unable or admits in writing its inability or fails generally to pay its debts as they   become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or   levied against property which is a material part of the property of the Borrower and its Restricted  Subsidiaries taken as a whole, and is not released, vacated or fully bonded within forty-five (45)  days after its issue or levy;                (h)   Judgments.  (i) There is entered against the Borrower or any other Loan   Party (A) a final judgment or order for the payment of money in an aggregate amount exceeding   (individually or collectively) $40,000,000 (to the extent not covered by third-party insurance as   to which the insurer does not dispute coverage), or (B) any non-monetary final judgment that has   or could reasonably be expected to have a Material Adverse Effect and, in either case,   (1) enforcement proceedings are commenced by any creditor upon such judgment or order, or   (2) there is a period of thirty (30) consecutive days during which a stay of enforcement of such   judgment, by reason of a pending appeal or otherwise, is not in effect, or (ii) there is entered   against Martin Resource (A) a final judgment or order for the payment of money that could  reasonably be expected to have a Material Adverse Effect or (B) any non-monetary final  judgment that has or could reasonably be expected to have a Material Adverse Effect and, in  either case, (1) enforcement proceedings are commenced by any creditor upon such judgment or  order, or (2) there is a period of thirty (30) consecutive days during which a stay of enforcement  of such judgment, by reason of a pending appeal or otherwise, is not in effect;                (i)   ERISA.  (i) If the Borrower or any ERISA Affiliate maintains any Pension   Plan or any Multiemployer Plan, an ERISA Event occurs with respect to a Pension Plan or   Multiemployer Plan which has resulted or could reasonably be expected to result in liability of   the Borrower or any other Company under Title IV of ERISA to the Pension Plan, Multiemployer   Plan or the PBGC in an aggregate amount in excess of $5,000,000, or (ii) if there is any   Multiemployer Plan, the Borrower, any other Company or any ERISA Affiliate thereof fails to   pay when due, after the expiration of any applicable grace period, any installment payment with   respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in   an aggregate amount in excess of $5,000,000;                (j)   Invalidity of Loan Documents.  Any Loan Document, at any time after its   execution and delivery and for any reason other than the agreement of all the Lenders or                                             





 






 termination of all Commitments and satisfaction in full of all the Obligations, ceases to be in full   force and effect, or is declared by a court of competent jurisdiction to be null and void, invalid or   unenforceable in any material respect; or any Loan Party denies that it has any or further liability   or obligation under any Loan Document (except for a Loan Party released therefrom pursuant to   a Disposition or other transaction permitted hereunder), or purports to revoke, terminate or   rescind any Loan Document;                (k)   Change of Control.  There occurs any Change of Control;                (l)   Dissolution.  The Borrower or any other Loan Party shall dissolve,   liquidate or otherwise terminate its existence, except as permitted in Section 7.05; or                (m)   Collateral; Impairment of Security, etc.  (i) Any provision of any Loan   Document shall for any reason cease to be valid and binding on or enforceable against a Loan   Party, or any Loan Party shall so state in writing or bring an action to limit its obligations or   liabilities thereunder, or (ii) any Collateral Document shall for any reason (other than pursuant to   the terms thereof) cease to create a valid security interest in the Collateral purported to be   covered thereby or such security interest shall for any reason cease to be a perfected and first   priority security interest subject to Permitted Liens.          Section 8.02 Remedies Upon Event of Default.  If any Event of Default occurs, the  Administrative Agent:                (a)   shall, at the request of, or may, with the consent of, the Required Lenders,   declare the commitment of each Lender to make Loans and any obligation of the L/C Issuer   Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and   obligations shall be terminated;                (b)   shall, at the request of, or may, with the consent of the Required Lenders,   declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid   thereon, and all other amounts owing or payable hereunder or under any other Loan Document to   be immediately due and payable, without presentment, demand, protest, notice of intent to   accelerate, notice of acceleration or other notice of any kind, all of which are hereby expressly   waived by the Borrower;                (c)   shall, at the request of, or may, with the consent of the Required Lenders,   declare that an amount equal to the then Outstanding Amount of all L/C Obligations be   immediately due and payable by the Borrower, without presentment, demand, protest, notice of   intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby   expressly waived by the Borrower, and require that the Borrower deliver such payments to the   Administrative Agent to Cash Collateralize the L/C Obligations (in an amount equal to the then   Outstanding Amount thereof); and                (d)   shall, at the request of, or may, with the consent of the Required Lenders,   exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders   under the Loan Documents or applicable law;                                              





 






 provided, however, that upon the occurrence of any event specified in Section 8.01(f)(i), the   obligation of each Lender to make Loans and any obligation of the each L/C Issuer to make L/C   Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding   Loans and all interest and other amounts as aforesaid shall automatically become due and   payable, and an amount equal to the then Outstanding Amount of all L/C Obligations shall be   deemed to be forthwith due and owing by the Borrower to the L/C Issuer Issuers, as applicable,   and the Lenders as of the date of such occurrence and the Borrower’s obligation to pay such   amounts shall be absolute and unconditional, without regard to whether any beneficiary of any   such Letter of Credit has attempted to draw down all or a portion of such amount under the terms   of a Letter of Credit and, to the fullest extent permitted by applicable law, shall not be subject to   any defense or be affected by a right of set-off, counterclaim or recoupment which the Borrower   may now or hereafter have against any such beneficiary, the any L/C Issuer, the Administrative   Agent, the Lenders or any other Person for any reason whatsoever.  Such payments shall be   delivered to and held by the Collateral Agent as cash collateral securing the L/C Obligations.          Section 8.03 Application of Proceeds of Collateral.  The proceeds of any sale or other   realization upon all or any part of the Collateral shall be applied by the Administrative Agent in   the following order:  (a) any amounts received by the Administrative Agent for the account of  any Defaulting Lender shall be applied as provided in Section 2.15(a)(ii) in the order otherwise   provided in this Section 8.03, (b) to the payment of Obligations constituting fees, indemnities,   expenses and other amounts (including Attorney Costs) payable to the Administrative Agent in   its capacity as such, (c) to the payment of all other fees (other than Letter of Credit fees),   expenses and indemnities for which the Lenders and the L/C Issuer Issuers are entitled to   payment but have not yet been paid or reimbursed in accordance with the Loan Documents,   ratably among them in proportion to the respective amounts described in this clause (c) payable   to them, (d) to the payment of Obligations constituting accrued and unpaid Letter of Credit fees  and accrued and unpaid interest on the Outstanding Amount of Loans, ratably among the  Lenders and the L/C Issuer Issuers in proportion to the respective amounts described in this   clause (d) payable to them, (e) to the payment of Obligations constituting the Outstanding   Amount of Loans, Outstanding Amount of L/C Obligations, and the Outstanding Amount of   Obligations under Lender Hedging Agreements, ratably among the Lenders, the L/C  IssuerIssuers, and the Lender Swap Parties in proportion to the respective amounts described in   this clause (e) payable to them; (f) to Cash Collateralize the Letters of Credit, and (g) to the   payment of the remaining Obligations then due, if any, in the order and manner the Required   Lenders deem appropriate; provided, that in each case with respect to clauses (a) through (g)   above, to the extent that any Excluded Swap Obligation exists, payments or the proceeds of any   Collateral may not be shared with the Lender Swap Parties to the extent that doing so would   violate the Commodity Exchange Act.          Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn   amount of Letters of Credit pursuant to clause (f) above shall be applied to satisfy drawings   under such Letters of Credit as they occur.  If any amount remains on deposit as cash collateral   after all Letters of Credit have either been fully drawn or expired, such remaining amount shall   be applied to the other Obligations, if any, in the order set forth above.          Subject to the provisions of Article IX and provided that Administrative Agent shall not   in any event be bound to inquire into or to determine the validity, scope, or priority of any                                             





 






interest or entitlement of any Lender and may suspend all payments or seek appropriate relief  (including, without limitation, instructions from Required Lenders or an action in the nature of  interpleader) in the event of any doubt or dispute as to any apportionment or distribution  contemplated hereby, Administrative Agent shall promptly distribute such amounts to each  Lender in accordance with this Agreement and the related Loan Documents.                                    ARTICLE IX                                    AGENTS         Section 9.01 Appointment and Authorization of Administrative Agent and  Collateral Agent; Lender Hedging Agreements.               (a)   Each Lender and L/C Issuer hereby irrevocably (subject to Section 9.10)  appoints, designates and authorizes each of the Administrative Agent and the Collateral Agent to  take such action on its behalf under the provisions of this Agreement and each other Loan  Document and to exercise such powers and perform such duties as are expressly delegated to it  by the terms of this Agreement or any other Loan Document, together with such powers as are  reasonably incidental thereto.  The provisions of this Article are solely for the benefit of the  Administrative Agent, the Collateral Agent, the Lenders, the Lender Swap Parties and the L/C  IssuerIssuers, and neither the Borrower nor any other Loan Party shall have rights as a third party  beneficiary of any of such provisions.  Notwithstanding any provision to the contrary contained  elsewhere herein or in any other Loan Document, neither the Administrative Agent nor the  Collateral Agent shall have any duties or responsibilities, except those expressly set forth herein,  nor shall either the Administrative Agent or the Collateral Agent have or be deemed to have any  fiduciary relationship with any Lender or participant, and no implied covenants, functions,  responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other  Loan Document or otherwise exist against the Administrative Agent or the Collateral Agent.   Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and  in the other Loan Documents with reference to the Administrative Agent or the Collateral Agent  is not intended to connote any fiduciary or other implied (or express) obligations arising under  agency doctrine of any applicable law.  Instead, such term is used merely as a matter of market  custom, and is intended to create or reflect only an administrative relationship between  independent contracting parties.               (b)   The Administrative Agent and the Collateral Agent (i) shall not have any  duty to take any discretionary action or exercise any discretionary powers, except discretionary  rights and powers expressly contemplated hereby or by the other Loan Documents that the  Administrative Agent or the Collateral Agent, as applicable, is required to exercise as directed in  writing by the Required Lenders (or such other number or percentage of the Lenders as shall be  expressly provided for herein or in the other Loan Documents), provided, that the Administrative  Agent or the Collateral Agent, as applicable, shall not be required to take any action that, in its  opinion or the opinion of its counsel, may expose the Administrative Agent or the Collateral  Agent, as applicable, to liability or that is contrary to any Loan Document or applicable law, and  (ii) shall not, except as expressly set forth herein and in the other Loan Documents, have any  duty to disclose, and shall not be liable for the failure to disclose, any information relating to the  Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the  Administrative Agent, the Collateral Agent or any of their respective Affiliates in any capacity.                                            





 






             (c)   The Each L/C Issuer shall act on behalf of the Lenders with respect to any   Letters of Credit issued by it and the documents associated therewith until such time (and except   for so long) as the Administrative Agent may agree at the request of the Required Lenders to act   for the applicable L/C Issuer with respect thereto; provided, however, that the each L/C Issuer   shall have all of the benefits and immunities (i) provided to the Administrative Agent in this   Article IX with respect to any acts taken or omissions suffered by the such L/C Issuer in   connection with Letters of Credit issued by it or proposed to be issued by it and the application   and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term   “Administrative Agent” as used in this Article IX included the such L/C Issuer with respect to   such acts or omissions, and (ii) as additionally provided herein with respect to the an L/C Issuer.                (d)   To the extent any Lender or any Affiliate of a Lender is a party to a   Lender Hedging Agreement and accepts the benefits of the Liens in the Collateral arising   pursuant to the Collateral Documents, such Lender (for itself and on behalf of any such   Affiliates) shall be deemed (i) to appoint Royal Bank, as its nominee and agent, to act for and on   behalf of such Lender or Affiliate thereof in connection with the Collateral Documents, and   (ii) to be bound by the terms of this Article IX.          Section 9.02 Delegation of Duties.  Either the Administrative Agent or the Collateral   Agent may execute any of its duties under this Agreement or any other Loan Document by or   through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and   other consultants or experts concerning all matters pertaining to such duties.  Neither the   Administrative Agent nor the Collateral Agent shall be responsible for the negligence or   misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or   willful misconduct.          Section 9.03 Default.                (a)   Upon the occurrence and continuance of a Default or Event of Default, the   Lenders agree to promptly confer in order that Required Lenders, or the Lenders, as the case may   be, may agree upon a course of action for the enforcement of the rights of the Lenders, and the   Administrative Agent and the Collateral Agent shall be entitled to refrain from taking any action   (without incurring any liability to any Person for so refraining) unless and until the  Administrative Agent or the Collateral Agent, as appropriate, shall have received instructions  from Required Lenders.  All rights of action under the Loan Documents and all right to the  Collateral, if any, hereunder may be enforced by the Administrative Agent and the Collateral  Agent and any suit or proceeding instituted by the Administrative Agent or the Collateral Agent  in furtherance of such enforcement shall be brought in its name as the Administrative Agent or  the Collateral Agent, as applicable, without the necessity of joining as plaintiffs or defendants  any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and,  with respect to Lender Hedging Agreements, Lender Swap Parties) subject to the expenses of the  Administrative Agent and/or the Collateral Agent.  In actions with respect to any property of the  Borrower or any other Loan Party, each of the Administrative Agent and the Collateral Agent is  acting for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreements,  Lender Swap Parties).  Any and all agreements to subordinate (whether made heretofore or  hereafter) other indebtedness or obligations of the Borrower to the Obligation shall be construed                                             





 






as being for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreements,  Lender Swap Parties).               (b)   Each Lender authorizes and directs the Administrative Agent and the  Collateral Agent to enter into the Collateral Documents on behalf of and for the benefit of the  Lenders (and, with respect to Lender Hedging Agreement, Lender Swap Parties).               (c)   Except to the extent unanimity (or other percentage set forth in Section  10.01) is required hereunder, each Lender agrees that any action taken by the Required Lenders  in accordance with the provisions of the Loan Documents, and the exercise by the Required  Lenders of the power set forth herein or therein, together with such other powers as are  reasonably incidental thereto, shall be authorized and binding upon all of the Lenders, and except  to the extent unanimity (or other percentage set forth in Section 10.01) is required hereunder,  each Lender agrees that any action taken by the Required Lenders in accordance with the  provisions of the Loan Documents, and the exercise by the Required Lenders of the power set  forth herein or therein, together with such other powers as are reasonably incidental thereto, shall  be authorized and binding upon all of the Lenders.               (d)   Each of the Administrative Agent and the Collateral Agent is hereby  authorized on behalf of the Lenders, without the necessity of any notice to or further consent  from any Lender, from time to time to take any action with respect to any Collateral or Collateral  Documents which may be necessary to perfect and maintain perfected the Liens upon the  Collateral granted pursuant to the Collateral Documents.               (e)   Neither the Administrative Agent nor the Collateral Agent shall have any  obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists, is  owned by any Loan Party, is cared for, protected, or insured or has been encumbered or that the  Liens granted to the Administrative Agent or the Collateral Agent herein or pursuant thereto  have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are  entitled to any particular priority, or to exercise at all or in any particular manner or under any  duty of care, disclosure or fidelity, or to continue exercising any of the Rights granted or  available to the Administrative Agent or the Collateral Agent in this Section 9.03 or in any of the  Collateral Documents; it being understood and agreed that in respect of the Collateral, or any act,  omission, or event related thereto, the Administrative Agent or the Collateral Agent may act in  any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s or  the Collateral Agent’s own interest in the Collateral as one of the Lenders and that neither the  Administrative Agent nor the Collateral Agent shall have any duty or liability whatsoever to any  Lender, other than to act without gross negligence or willful misconduct.               (f)   The Lenders hereby irrevocably authorize each of the Administrative  Agent and the Collateral Agent, at its option and discretion, to release any Lien granted to or  held by the Administrative Agent or the Collateral Agent upon any Collateral (i) constituting  property in which no Loan Party owned an interest at the time the Lien was granted or at any  time thereafter, (ii) constituting property leased to a Loan Party under a lease which has expired  or been terminated in a transaction permitted under the Loan Document or is about to expire and  which has not been, and is not intended by such Loan Party to be, renewed, and (iii) consisting of  an instrument evidencing Indebtedness pledged to the Administrative Agent or the Collateral                                            





 






 Agent (for the benefit of the Lenders and the Lender Swap Parties), if the Indebtedness   evidenced thereby has been paid in full.  In addition, the Lenders irrevocably authorize the   Administrative Agent and the Collateral Agent to release Liens upon Collateral as contemplated   in Section 10.01(c) or (d), or if approved, authorized, or ratified in writing by the requisite   Lenders.  Upon request by the Administrative Agent and/or the Collateral Agent at any time, the   Lenders will confirm in writing the Administrative Agent’s and/or the Collateral Agent’s   authority to release particular types or items of Collateral pursuant to this Section 9.03.                (g)   In furtherance of the authorizations set forth in this Section 9.03, each   Lender hereby irrevocably appoints each of the Administrative Agent and the Collateral Agent   its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each   such Lender, (i) to enter into Collateral Documents (including, without limitation, any  appointments of substitute trustees under any Collateral Documents), (ii) to take action with  respect to the Collateral and Collateral Documents to perfect, maintain and preserve the Liens  securing the Obligations, and (iii) to execute instruments of release or to take other action  necessary to release Liens upon any Collateral to the extent authorized in clause (f) hereof.  This   power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude   to the Administrative Agent’s and the Collateral Agent’s power, as attorney, relative to the   Collateral matters described in this Section 9.03.  The respective powers and authorities herein   conferred on the Administrative Agent and the Collateral Agent may be exercised by each of the   Administrative Agent and/or the Collateral Agent through any Person who, at the time of the   execution of a particular instrument, is an officer of such agent.  The power of attorney conferred   by this Section 9.03(g) is granted for valuable consideration and is coupled with an interest and   is irrevocable so long as the Obligations, or any part thereof, shall remain unpaid or the Lenders   are obligated to make any Committed Borrowings under the Loan Documents.          Section 9.04 Liability of Administrative Agent.  No Agent-Related Person shall (a) be  liable for any action taken or omitted to be taken by any of them under or in connection with this  Agreement or any other Loan Document or the transactions contemplated hereby (i) with the  consent or at the request of the Required Lenders (or such other number or percentage of the  Lenders as shall be necessary, or as such Agent-Related Person shall believe in good faith shall  be necessary, under the circumstances as provided in Section 10.01 and Section 8.01), or (ii) in   the absence of its own gross negligence or willful misconduct in connection with its duties   expressly set forth herein or (b) be responsible in any manner to any Lender or participant for   any recital, statement, representation or warranty made by any Company or any officer thereof,   contained herein or in any other Loan Document, or in any certificate, report, statement or other   document referred to or provided for in, or received by the Administrative Agent under or in   connection with, this Agreement or any other Loan Document, or the validity, effectiveness,   genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for   the creation, perfection or priority of any Liens purported to be created by any of the Loan   Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any   collateral security, or to make any inquiry respecting the performance by the Borrower of its   obligations hereunder or under any other Loan Document, or for any failure of any Company or   any other party to any Loan Document to perform its obligations hereunder or thereunder.  No   Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or   to inquire as to the observance or performance of any of the agreements contained in, or                                              





 






 conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or   records of any Loan Party or any Affiliate thereof.          Neither the Administrative Agent nor the Collateral Agent shall be responsible for or   have any duty to ascertain or inquire into (a) any statement, warranty or representation made in   or in connection with this Agreement or any other Loan Document, (b) the contents of any   certificate, report or other document delivered hereunder or thereunder or in connection herewith   of therewith, (c) the performance or observance of any of the covenants, agreements or other   terms or conditions set forth herein or therein or the occurrence of any Default or Event of   Default, (d) the validity, enforceability, effectiveness or genuineness of this Agreement, any   other Loan Document or any other agreement, instrument or document or (e) the satisfaction of   any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items   expressly required to be delivered to the Administrative Agent or the Collateral Agent, as   applicable.          Section 9.05 Reliance by Administrative Agent.                (a)   Each of the Administrative Agent and the Collateral Agent shall be   entitled to rely, and shall be fully protected in relying, upon any writing (including any electronic   message, Internet or intranet website posting or other distribution), communication, signature,   resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex  or telephone message, statement or other document or conversation believed by it to be genuine  and correct and to have been signed, sent, made or otherwise authenticated by the proper Person  or Persons, and upon advice and statements of legal counsel (including counsel to any Loan  Party), independent accountants and other experts selected by the Administrative Agent or the  Collateral Agent.  The Administrative Agent also may rely upon any statement made to it orally   or by telephone and believed by it to have been made by the proper Person, and shall not incur   any liability for relying thereon.  Each of the Administrative Agent and the Collateral Agent shall   be fully justified in failing or refusing to take any action under any Loan Document unless it   shall first receive such advice or concurrence of the Required Lenders (or such other number or   percentage of the Lenders as the Administrative Agent or the Collateral Agent shall believe is   necessary pursuant to this Agreement) as it deems appropriate and, if it so requests, it shall first   be indemnified to its satisfaction by the Lenders against any and all liability and expense which   may be incurred by it by reason of taking or continuing to take any such action.  Each of the   Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in   refraining from acting, under this Agreement or any other Loan Document in accordance with a   request or consent of the Required Lenders (or such other number or percentage of the Lenders   as the Administrative Agent or the Collateral Agent shall believe is necessary pursuant to this   Agreement), if required hereunder, and such request and any action taken or failure to act   pursuant thereto shall be binding upon all the Lenders and participants.  Where this Agreement   expressly permits or prohibits an action unless the Required Lenders (or such other number or   percentage of the Lenders as the Administrative Agent or the Collateral Agent shall believe is   necessary pursuant to this Agreement), otherwise determine, the Administrative Agent and/or the   Collateral Agent shall, and in all other instances, the Administrative Agent and/or the Collateral   Agent may, but shall not be required to, initiate any solicitation for the consent or a vote of the  Lenders.  The Administrative Agent and the Collateral Agent may consult with legal counsel  (who may be counsel for the Borrower), independent accountants and other experts selected by                                            





 






 it, and shall not be liable for any action taken or not taken by it in accordance with the advice of   any such counsel, accountants or experts.                (b)   In determining compliance with any condition hereunder to the making of   a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction   of a Lender or the an L/C Issuer, the Administrative Agent may presume that such condition is   satisfactory to such Lender or the such L/C Issuer unless the Administrative Agent shall have   received notice to the contrary from such Lender or the such L/C Issuer prior to the making of   such Loan or the issuance of such Letter of Credit.          Section 9.06 Notice of Default.  The Administrative Agent shall not be deemed to have   knowledge or notice of the occurrence of any Default or Event of Default unless the   Administrative Agent shall have received written notice from a Lender or the Borrower referring   to this Agreement, describing such Default or Event of Default and stating that such notice is a   “notice of default.”  The Administrative Agent will notify the Lenders of its receipt of any such   notice.  The Administrative Agent shall take such action with respect to such Default or Event of   Default as may be directed by the Required Lenders in accordance with Article VIII; provided,   however, that unless and until the Administrative Agent has received any such direction, the   Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking   such action, with respect to such Default or Event of Default as it shall deem advisable or in the   best interest of the Lenders.          Section 9.07 Credit Decision; Disclosure of Information by Administrative Agent.    Each Lender acknowledges that no Agent-Related Person has made any representation or   warranty to it, and that no act by the Administrative Agent or the Collateral Agent hereinafter  taken, including any consent to and acceptance of any assignment or review of the affairs of any  Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty  by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related  Persons have disclosed material information in their possession.  Each Lender represents to the  Administrative Agent and the Collateral Agent that it has, independently and without reliance  upon any Agent-Related Person and based on such documents and information as it has deemed  appropriate, made its own appraisal of and investigation into the business, prospects, operations,  property, financial and other condition and creditworthiness of the Loan Parties and their  respective Affiliates, and all applicable bank or other regulatory Laws relating to the transactions  contemplated hereby, and made its own decision to enter into this Agreement and to extend  credit to the Borrower hereunder.  Each Lender also represents that it will, independently and  without reliance upon any Agent-Related Person and based on such documents and information  as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and  decisions in taking or not taking action under this Agreement and the other Loan Documents, and  to make such investigations as it deems necessary to inform itself as to the business, prospects,  operations, property, financial and other condition and creditworthiness of the Loan Parties and  their respective Affiliates.  Except for notices, reports and other documents expressly required to  be furnished to the Lenders by the Administrative Agent or the Collateral Agent herein, neither  the Administrative Agent nor the Collateral Agent shall have any duty or responsibility to  provide any Lender with any credit or other information concerning the business, prospects,  operations, property, financial and other condition or creditworthiness of any of the Loan Parties                                             





 






 or any of their respective Affiliates which may come into the possession of any Agent-Related   Person.          Section 9.08 Indemnification of Administrative Agent and the Collateral Agent.    Whether or not the transactions contemplated hereby are consummated, the Lenders shall   indemnify upon demand each Agent-Related Person and any L/C Issuer (to the extent not   reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan   Party to do so), pro rata, and hold harmless each Agent-Related Person and L/C Issuer from and  against any and all Indemnified Liabilities incurred by it; provided, however, that no Lender shall  be liable for the payment to any Agent-Related Person or L/C Issuer of any portion of such  Indemnified Liabilities to the extent such Indemnified Liabilities are determined by a court of  competent jurisdiction by final and nonappealable judgment to have resulted from the gross  negligence or willful misconduct of such Agent-Related Person or such L/C Issuer; and provided   further, that no action taken in accordance with the directions of the Required Lenders shall be   deemed to constitute gross negligence or willful misconduct for purposes of this Section.    Without limitation of the foregoing, each Lender shall reimburse each of the Administrative   Agent and the Collateral Agent upon demand for its ratable share of any costs or out-of-pocket  expenses (including Attorney Costs) incurred by the Administrative Agent, the Collateral Agent  and any L/C Issuer in connection with the preparation, execution, delivery, administration,  modification, amendment or enforcement (whether through negotiations, legal proceedings or  otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any  other Loan Document, or any document contemplated by or referred to herein, to the extent that   the Administrative Agent, the Collateral Agent and/or applicable L/C Issuer is not reimbursed for   such expenses by or on behalf of the Borrower.  The undertaking in this Section shall survive   termination of the Commitments, the payment of all Obligations hereunder and the resignation or   replacement of the Administrative Agent, the Collateral Agent and/or any L/C Issuer.          Section 9.09 Administrative Agent and Collateral Agent in their Individual   Capacities.  Royal Bank and its Affiliates may make loans to, accept deposits from, acquire   equity interests in (any equity interests acquired shall be held by a Royal Bank Affiliate) and   generally engage in any kind of banking, trust, financial advisory, underwriting or other business   with each of the Companies and their respective Affiliates as though Royal Bank were not the   Administrative Agent, the Collateral Agent, or the an L/C Issuer hereunder and without notice to   or consent of the Lenders.  The Lenders acknowledge that, pursuant to such activities, Royal   Bank or its Affiliates may receive information regarding any Company or its Affiliates   (including information that may be subject to confidentiality obligations in favor of such   Company or such Affiliate) and acknowledge that neither the Administrative Agent nor the   Collateral Agent shall be under no obligation to provide such information to them.  With respect   to its Loans, Royal Bank shall have the same rights and powers under this Agreement as any   other Lender and may exercise such rights and powers as though it were not the Administrative   Agent, the Collateral Agent, or the an L/C Issuer, and the terms “Lender” and “Lenders” include   Royal Bank in its individual capacity.          Section 9.10 Successor Agents.                (a)   The Administrative Agent may resign as Administrative Agent upon thirty   (30) days’ notice to the Lenders with a copy of such notice to the Borrower.  If the                                             





 






Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from  among the Lenders a successor administrative agent for the Lenders which successor  administrative agent shall be consented to by the Borrower at all times other than during the  existence of an Event of Default.  If no successor administrative agent is appointed prior to the  effective date of the resignation of the Administrative Agent, the Administrative Agent may  appoint, after consulting with the Lenders and the Borrower, a successor administrative agent  from among the Lenders.  Upon the acceptance of its appointment as successor administrative  agent hereunder, such successor administrative agent shall succeed to all the rights, powers and  duties of the retiring Administrative Agent and the term “Administrative Agent” shall mean such  successor administrative agent and the retiring Administrative Agent’s appointment, powers and  duties as Administrative Agent shall be terminated.  After any retiring Administrative Agent’s  resignation hereunder as Administrative Agent, the provisions of this Article IX and Section  10.03 and Section 10.13 shall inure to its benefit as to any actions taken or omitted to be taken by  it while it was Administrative Agent under this Agreement.  If no successor administrative agent  has accepted appointment as Administrative Agent by the date which is thirty (30) days  following a retiring Administrative Agent’s notice of resignation, the retiring Administrative  Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform  all of the duties of the Administrative Agent hereunder until such time, if any, as the Required  Lenders appoint a successor agent as provided for above.               (b)   The Collateral Agent may resign as Collateral Agent upon thirty (30)  days’ notice to the Lenders with a copy of such notice to the Borrower.  If the Collateral Agent  resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a  successor collateral agent for the Lenders which successor collateral agent shall be consented to  by the Borrower at all times other than during the existence of an Event of Default.  If no  successor collateral agent is appointed prior to the effective date of the resignation of the  Collateral Agent, the Collateral Agent may appoint, after consulting with the Lenders and the  Borrower, a successor collateral agent from among the Lenders.  Upon the acceptance of its  appointment as successor collateral agent hereunder, such successor collateral agent shall  succeed to all the rights, powers and duties of the retiring Collateral Agent and the term  “Collateral Agent” shall mean such successor collateral agent and the retiring Collateral Agent’s  appointment, powers and duties as Collateral Agent shall be terminated.  After any retiring  Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Article IX  and Section 10.03 and Section 10.13 shall inure to its benefit as to any actions taken or omitted  to be taken by it while it was Collateral Agent under this Agreement.  If no successor collateral  agent has accepted appointment as Collateral Agent by the date which is thirty (30) days  following a retiring Collateral Agent’s notice of resignation, the retiring Collateral Agent’s  resignation shall nevertheless thereupon become effective and the Lenders shall perform all of  the duties of the Collateral Agent hereunder until such time, if any, as the Required Lenders  appoint a successor agent as provided for above.               (c)   If the Collateral Agent deems it necessary or advisable to appoint a  substitute Collateral Agent that qualifies as citizen of the United States under Section 2 of the  Shipping Act of 1916, as amended and then in effect, then the Collateral Agent shall appoint a  substitute Collateral Agent.  Each Lender that qualifies to serve as Collateral Agent pursuant to  this Section 9.10 agrees to accept appointment as Collateral Agent.                                             





 






      Section 9.11 Other Agents; Lead Managers.  None of the Lenders or other Persons  identified on the cover page or signature pages to or as otherwise set forth in this Agreement as  any type of agent (including, without limitation, the Co-Documentation Agents and the  Syndication Agent, but excluding the Administrative Agent and the Collateral Agent), an  Arranger, an Additional Joint Lead Arranger/Bookrunner  or otherwise identified as a lead  arranger or bookrunner shall have any right, power, obligation, liability, responsibility or duty  under this Agreement other than those applicable to all Lenders as such.  Without limiting the  foregoing, none of the Lenders so identified shall have or be deemed to have any fiduciary  relationship with any Lender.  Each Lender acknowledges that it has not relied, and will not rely,  on any of the Lenders so identified in deciding to enter into this Agreement or in taking or not  taking action hereunder.                                    ARTICLE X                                MISCELLANEOUS        Section 10.01 Amendments, Release of Collateral, Etc.               (a)   No amendment or waiver of any provision of this Agreement or any other  Loan Document, and no consent to any departure by the Borrower or any other Loan Party  therefrom, shall be effective unless in writing signed by the Required Lenders, and the Borrower  or the applicable Loan Party, as the case may be, and acknowledged by the Administrative  Agent, and each such waiver or consent shall be effective only in the specific instance and for the  specific purpose for which given; provided, however, that except as provided in Section 10.01(c),  that no such amendment, waiver or consent shall:                     (i)   extend or increase the Commitment of any Lender (or reinstate any        Commitment terminated pursuant to Section 8.02) without the written consent of such        Lender;                     (ii)  postpone any date fixed by this Agreement or any other Loan        Document for any payment of principal, interest, fees or other amounts due to the        Lenders (or any of them) hereunder or under any other Loan Document without the        written consent of each Lender to whom such amount is or would be owed;                     (iii) reduce the principal of, or the rate of interest specified herein on,        any Loan or L/C Borrowing or any fees or other amounts payable hereunder or under any        other Loan Document without the written consent of each Lender directly affected        thereby (other than as a result of the adoption of a Replacement Rate pursuant to Section        3.03), provided, however, that only the consent of the Required Lenders shall be        necessary to amend the definition of “Default Rate” or to waive any obligation of the        Borrower to pay interest at the Default Rate, and provided, further, that any amendment        to the financial covenant definitions in this Agreement shall not constitute a reduction in        the rate of interest for purposes of this clause (iii);                     (iv)  change the number or percentage of Lenders required to take any        action hereunder, or amend the definition of “Required Lenders”, without the written        consent of each Lender;                                            





 






                   (v)   change Section 2.03(e), Section 2.05, Section 2.11 or Section 8.03         in a manner that would alter the pro rata sharing of payments required thereby without         the written consent of each Lender;                      (vi)  except as otherwise permitted under this Agreement, release all or         substantially all of the Collateral or release any Guarantor from a Guaranty without the         written consent of each Lender; or                      (vii) amend this Section, or any provision herein providing for         unanimous consent or other action by all the Lenders, without the written consent of each         Lender.    and, provided further, that (xw) no amendment, waiver or consent shall, unless in writing and   signed by the affected L/C Issuer in addition to the Required Lenders or all the Lenders, as the   case may be, affect the rights or duties of the such L/C Issuer under this Agreement or any Letter   of Credit Application relating to any Letter of Credit issued or to be issued by it, (yx) no   amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in   addition to the Required Lenders or all the Lenders, as the case may be, affect the rights or duties   of the Administrative Agent under this Agreement or any other Loan Document, and (z(y) the   Agent/Arranger Fee Letters may be amended, or rights or privileges thereunder waived, in a   writing executed only by the parties thereto, and (z) only the Borrower and the Administrative   Agent are required to consent to Replacement Rate Amendments.  Notwithstanding anything to   the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any   amendment, waiver or consent hereunder, except that the Commitment or Loans of such Lender   may not be increased or extended or the principal owed to such Lender reduced or the final   maturity thereof extended without the consent of such Lender.                (b)   [Reserved]                (b)   [reserved].                (c)   Upon any sale, transfer or disposition of Collateral which is permitted   pursuant to the Loan Documents, and upon ten (10) Business Days’ (or such shorter period as   may be determined by the Administrative Agent) prior written request by the Borrower (which   request must be accompanied by (i) the following, except as otherwise agreed by the   Administrative Agent, (A) true and correct copies of all material documents of transfer or   disposition, including any contract of sale, (B) a preliminary closing statement and instructions   to the title company, if any, (C) all requested release instruments in form and substance   satisfactory to the Administrative Agent), and (ii) if required, written consent of the requisite   Lenders, the Administrative Agent (or the Collateral Agent, as applicable) shall (and is hereby  irrevocably authorized by the Lenders to) execute such documents as may be necessary to  evidence the release of Liens granted to the Collateral Agent for the benefit of the Lenders and  the Lender Swap Parties pursuant hereto in such Collateral.  Neither the Administrative Agent  nor the Collateral Agent shall be required to execute any release instruments on terms which, in  the Administrative Agent’s or the Collateral Agent’s opinion, would expose the Administrative  Agent or the Collateral Agent to liability or create any obligation or entail any consequence other                                             





 






 than the release of liens without recourse or warranty.  No such release shall impair the   Administrative Agent’s or the Collateral Agent’s lien on the proceeds of sale of such Collateral.                (d)   If all outstanding Loans and other Obligations have been indefeasibly paid   in full and the Commitments have terminated or have been reduced to zero, and, subject to   Section 10.01(e) all Lender Hedging Agreement have terminated, each of the Administrative   Agent and the Collateral Agent agrees to, and the Lenders hereby instruct the Administrative   Agent or the Collateral Agent, as applicable, to, at the Borrower’s expense, execute such releases   of the Collateral Documents as the Borrower shall reasonably request and this Agreement shall   be deemed terminated except that such termination shall not relieve the Borrower of any   obligation to make any payments to the Administrative Agent, the Collateral Agent, or any   Lender required by any Loan Document to the extent accruing, or relating to an event occurring,   prior to such termination.                (e)   Notwithstanding any provision herein to the contrary, if the Commitments   have been terminated, and the only outstanding Obligations are amounts owed pursuant to one or   more Lender Hedging Agreements, the Administrative Agent or the Collateral Agent, as   applicable, will, and is hereby authorized to, release the Liens created under the Loan Documents   and release all Guaranties of the Borrower, provided, that contemporaneously with such release,   (i) the Borrower (and, if applicable, the Restricted Subsidiary that is a party to such Lender   Hedging Agreements) (A) executes a margin agreement in form and substance acceptable to  such Lender(s) (or its Affiliates) that are parties to such Lender Hedging Agreements (the  “Lender Counterparties”), and (B) if required, provides collateral in the form of cash or a letter  of credit having an aggregate value acceptable to such Lender Counterparties, and (ii) if such  Lender Hedging Agreement is executed by a Restricted Subsidiary of the Borrower and the  Borrower and the MLP are not parties thereto, the Borrower and the MLP execute a guaranty  covering such Restricted Subsidiary’s obligations thereunder, such guaranty to be in form and  substance satisfactory to the Lender Counterparties.  Any release under this Section 10.01(e)   must be in writing and signed by the Administrative Agent.                (f)   The Administrative Agent and the Borrower may enter into any   amendment, modification or waiver of this Agreement or any other Loan Document or enter into   any agreement or instrument to effect the granting, perfection, protection, expansion or   enhancement of any security interest in any Collateral or property to become collateral for the  benefit of the Lenders and the Lender Swap Parties or as required by any Law to give effect to,  protect or otherwise enhance the rights or benefits of any Lender under the Loan Documents  without the consent of any Lender or Lender Swap Party or the L/C Issuer.                (g)   Notwithstanding the foregoing, the Administrative Agent and the   Borrower may amend this Agreement or any other Loan Document without the consent of the   Lenders in order to correct, amend or cure any ambiguity, inconsistency or defect or correct any   typographical error or other manifest error in any Loan Document.          Section 10.02 Notices and Other Communications; Facsimile Copies.                (a)   Notices Generally.  Except in the case of notices and other   communications expressly permitted to be given by telephone (and except as provided in                                             





 






 clause (b) below), all notices and other communications provided for herein shall be in writing   and shall be delivered by hand or overnight courier service, mailed by certified or registered mail   or sent by telecopier as follows: (i) if to the Borrower, any Guarantor, the Administrative Agent,   the Collateral Agent or the an L/C Issuer, to the address (or telecopier number) set forth on   Schedule 10.02; and (ii) if to a Lender, to it at its address (or telecopier number) set forth in its   Administrative Questionnaire.          Notices sent by hand or overnight courier service, or mailed by certified or registered   mail, shall be deemed to have been given when received, and notices sent by telecopier shall be   deemed to have been given when sent (except that, if not given during normal business hours for   the recipient, shall be deemed to have been given at the opening of business on the next Business   Day for the recipient).  Notices delivered through electronic communications to the extent   provided in clause (b) below shall be effective as provided in said clause (b).                (b)   Electronic Communications.  Notices and other communications to the   Lenders and the L/C Issuer Issuers hereunder may be delivered or furnished by electronic   communication (including e-mail and Internet or intranet websites) pursuant to procedures   approved by the Administrative Agent, provided, that the foregoing shall not apply to notices to   any Lender or the L/C Issuer pursuant to Article II if such Lender or the L/C Issuer, as   applicable, has notified the Administrative Agent that it is incapable of receiving notices under   such Article by electronic communication.  The Administrative Agent or the Borrower may, in   its discretion, agree to accept notices and other communications to it hereunder by electronic   communications pursuant to procedures approved by it, provided, that approval of such  procedures may be limited to particular notices or communications.          Unless the Administrative Agent otherwise prescribes, (i) notices and other   communications sent to an e-mail address shall be deemed received upon the sender’s receipt of   an acknowledgement from the intended recipient (such as by the “return receipt requested”   function, as available, return e-mail or other written acknowledgement), provided, that if such   notice or other communication is not sent during the normal business hours of the recipient, such   notice or communication shall be deemed to have been sent at the opening of business on the   next Business Day for the recipient, and (ii) notices or communications posted to an Internet or   intranet website shall be deemed received upon the deemed receipt by the intended recipient at   its e-mail address as described in the foregoing clause (i) of notification that such notice or   communication is available and identifying the website address therefor.                (c)   Change of Address, Etc.  Any party hereto may change its address or   telecopier number for notices and other communications hereunder by notice to the other parties   hereto.                (d)   Reliance by Administrative Agent and Lenders.  The Administrative   Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic   Committed Loan Notices) purportedly given by or on behalf of the Borrower, even if (i) such   notices were not made in a manner specified herein, were incomplete or were not preceded or   followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by   the recipient, varied from any confirmation thereof.  The Borrower shall indemnify each Agent-  Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the                                             





 






reliance by such Person on each notice purportedly given by or on behalf of the Borrower.  All  telephonic notices to and other communications with the Administrative Agent may be recorded  by the Administrative Agent, and each of the parties hereto hereby consents to such recording.               (e)   Platform.                     (i)   The Borrower agrees that the Administrative Agent may, but shall        not be obligated to, make the Communications (as defined below) available to the L/C        Issuer Issuers and the other Lenders by posting the Communications on Debt Domain,        Intralinks, Syndtrak or a substantially similar electronic transmission system (the        “Platform”).                     (ii)  The Platform is provided “as is” and “as available.”  The Agent       Parties (as defined below) do not warrant the adequacy of the Platform and expressly       disclaim liability for errors or omissions in the Communications.  No warranty of any       kind, express, implied or statutory, including, without limitation, any warranty of       merchantability, fitness for a particular purpose, non-infringement of third-party rights or       freedom from viruses or other code defects, is made by any Agent Party in connection       with the Communications or the Platform.  In no event shall the Administrative Agent or       any of its Related Parties (collectively, the “Agent Parties”) have any liability to the       Borrower, any Lender or any other Person or entity for damages of any kind, including,       without limitation, direct or indirect, special, incidental or consequential damages, losses       or expenses (whether in tort, contract or otherwise) arising out of the Borrower’s or the       Administrative Agent’s transmission of communications through the Platform.         “Communications” means, collectively, any notice, demand, communication,        information, document or other material provided by or on behalf of the Borrower        pursuant to any Loan Document or the transactions contemplated therein which is        distributed to the Administrative Agent, any Lender or the any L/C Issuer by means of        electronic communications pursuant to this Section, including through the Platform.         Section 10.03 No Waiver; Cumulative Remedies.  No failure by any Lender, the  Administrative Agent, or the Collateral Agent to exercise, and no delay by any such Person in  exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof, nor  shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude  any other or further exercise thereof or the exercise of any other right, remedy, power or  privilege.  The rights, remedies, powers and privileges herein or therein provided are cumulative  and not exclusive of any rights, remedies, powers and privileges provided by law.        Section 10.04 Attorney Costs; Expenses.  The Borrower agrees (a) to pay or reimburse  the Administrative Agent and the Collateral Agent for all costs and expenses incurred in  connection with the development, preparation, negotiation, syndication, administration and  execution of this Agreement and the other Loan Documents, including the filing, recording,  refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement  and/or any U.C.C. financing statements relating thereto and all amendments, supplements and  modifications to any thereof and any and all other documents or instruments of further assurance  required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage,  any pledge agreement or any security agreement, and any amendment, waiver, consent or other                                            





 






 modification of the provisions hereof and thereof (whether or not the transactions contemplated   hereby or thereby are consummated), and the consummation and administration of the   transactions contemplated hereby and thereby, including all Attorney Costs, (b) to pay or  reimburse any L/C Issuer for all costs and expenses incurred in connection with the issuance,  amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder,  and (c) to pay or reimburse the Administrative Agent, the Collateral Agent, any L/C Issuer and  each Lender for all costs and expenses incurred in connection with the enforcement, attempted  enforcement, or preservation of any rights or remedies under this Agreement or the other Loan  Documents (including all such costs and expenses incurred during any workout or restructuring  in respect of the Obligations and during any legal proceeding, including any proceeding under  any Debtor Relief Law), including all Attorney Costs.  The foregoing costs and expenses shall  include all search, filing, recording, title insurance and appraisal charges and fees and taxes  related thereto, and other out-of-pocket expenses incurred by the Administrative Agent, the  Collateral Agent and the cost of independent public accountants and other outside experts  retained by the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender.  The  agreements in this Section shall survive the termination of the Commitments and repayment of  all the other Obligations.          Section 10.05 Indemnification.  Whether or not the transactions contemplated hereby   are consummated, each of the Borrower, the MLP and each other Guarantor (by execution of a   Guaranty), jointly and severally, agrees to indemnify, save and hold harmless each Agent-  Related Person, each Arranger, each Lender, the each L/C Issuer, each Lender Swap Party and   their respective Related Parties (collectively the “Indemnitees”) from and against the following:    (a) any and all claims, demands, actions or causes of action that are asserted against any   Indemnitee by any third party or by the Borrower or any other Loan Party relating directly or   indirectly to a claim, demand, action or cause of action that such Person asserts or may assert   against any Loan Party, any Affiliate of any Loan Party or any of their respective officers or   directors, arising out of or relating to, the Loan Documents, the Commitments, the use or   contemplated use of the proceeds of any Loans, or the relationship of any Loan Party, the   Administrative Agent, the Lenders, and the L/C Issuer Issuers under this Agreement or any other   Loan Document; (b) any and all claims, demands, actions or causes of action, whether brought   by a third party or the Borrower or any other Loan Party, that may at any time (including at any   time following repayment of the Obligations and the resignation of the Administrative Agent, or   the replacement of any Lender) be asserted or imposed against any Indemnitee, arising out of or   relating to, the Loan Documents, the Commitments, the use or contemplated use of the proceeds   of any Loans, or the relationship of any Loan Party, the Administrative Agent, the Lenders, and   the L/C Issuer Issuers under this Agreement or any other Loan Document; (c) without limiting   the foregoing, any and all claims, demands, actions or causes of action, judgments and orders,   penalties and fines that are asserted or imposed against any Indemnitee, (i) under the application   of any Environmental Law applicable to the MLP or any of its Subsidiaries or any of their   properties or assets, including the treatment or disposal of Hazardous Substances on any of their   properties or assets, (ii) as a result of the breach or non-compliance by the MLP or any   Subsidiary with any Environmental Law applicable to the MLP or any Subsidiary, (iii) due to   past ownership by the MLP or any Subsidiary of any of their properties or assets or past activity   on any of their properties or assets which, though lawful and fully permissible at the time, could   result in present liability, (iv) due to the presence, use, storage, treatment or disposal of   Hazardous Substances on or under, or the escape, seepage, leakage, spillage, discharge, emission                                             





 






 or Release from, any of the properties owned or operated by the MLP or any Subsidiary   (including any liability asserted or arising under any Environmental Law), regardless of whether   caused by, or within the control of, the MLP or such Subsidiary, or (v) due to any other   environmental, health or safety condition in connection with the Loan Documents; (d) any   administrative or investigative proceeding by any Governmental Authority arising out of or   related to a claim, demand, action or cause of action described in clauses (a) through (c) above;   and (e) any and all liabilities (including liabilities under indemnities), losses, costs or expenses   (including Attorney Costs and settlement costs) that any Indemnitee suffers or incurs as a result   of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a   result of the preparation of any defense in connection with any foregoing claim, demand, action,   cause of action or proceeding, in all cases, WHETHER OR NOT ARISING OUT OF THE   STRICT LIABILITY OR NEGLIGENCE OF AN INDEMNITEE, and whether or not an   Indemnitee is a party to such claim, demand, action, cause of action or proceeding (all the   foregoing, collectively, the “Indemnified Liabilities”); provided, that no Indemnitee shall be   entitled to indemnification for any claim to the extent such claim is determined by a court of   competent jurisdiction by final and nonappealable judgment to have resulted from the gross   negligence or willful misconduct of such Indemnitee.  The agreements in this Section shall   survive and continue for the benefit of the Indemnitees at all times after the Borrower’s   acceptance of the Lenders’ Committed Sums hereunder, and shall survive the termination of the   Commitments and repayment of all the other Obligations.          Section 10.06 Payments Set Aside.  To the extent that the Borrower makes a payment to   the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its   right of set-off, and such payment or the proceeds of such set-off or any part thereof is  subsequently invalidated, declared to be fraudulent or preferential, set aside or required  (including pursuant to any settlement entered into by the Administrative Agent or such Lender in  its discretion) to be repaid to a trustee, receiver or any other party, in connection with any  proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery,  the obligation or part thereof originally intended to be satisfied shall be revived and continued in  full force and effect as if such payment had not been made or such set-off had not occurred, and  (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable  share of any amount so recovered from or repaid by the Administrative Agent, plus interest  thereon from the date of such demand to the date such payment is made at a rate per annum  equal to the Federal Funds Rate from time to time in effect.         Section 10.07 Successors and Assigns.                (a)   The provisions of this Agreement shall be binding upon and inure to the   benefit of the parties hereto and their respective successors and assigns permitted hereby, except   that none of the Borrower, the MLP or any other Loan Party may assign or otherwise transfer   any of its rights or obligations hereunder without the prior written consent of the Administrative   Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or   obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of   clause (b) of this Section, (ii) by way of participation in accordance with the provisions of   clause (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to   the restrictions of clause (f) of this Section (and any other attempted assignment or transfer by   any party hereto shall be null and void).  Nothing in this Agreement, expressed or implied, shall                                             





 






be construed to confer upon any Person (other than the parties hereto, their respective successors  and assigns permitted hereby, Participants to the extent provided in clause (d) of this Section  and, to the extent expressly contemplated hereby, the Related Parties of each of the  Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by  reason of this Agreement.               (b)   Assignments by Lenders.  Any Lender may at any time assign to one or  more assignees all or a portion of its rights and obligations under this Agreement (including all  or a portion of its Commitment and the Loans at the time owing to it); provided, that any such  assignment shall be subject to the following conditions:                     (i)   Minimum Amounts.                           (A)   in the case of an assignment of the entire remaining amount              of the assigning Lender’s Committed Sum and/or the Loans at the time owing to it              or contemporaneous assignments to related Approved Funds that equal at least the              amount specified in this Section 10.07(b)(i)(B) in the aggregate or in the case of              an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no              minimum amount need be assigned; and                           (B)   in any case not described in this Section 10.07(b)(i)(A), the              aggregate amount of the Commitment (which for this purpose includes Loans              outstanding thereunder) or, if the applicable Commitment is not then in effect, the              outstanding principle balance of the Loans of the assigning Lender subject to each              such assignment (determined as of the date the Assignment and Assumption with              respect to such assignment is delivered to the Administrative Agent or, if “Trade              Date” is specified in the Assignment and Assumption, as of the Trade Date) shall              not be less than $5,000,000, unless each of the Administrative Agent and, so long              as no Default or Event of Default has occurred and is continuing, the Borrower              otherwise consents (each such consent not to be unreasonably withheld or              delayed).                     (ii)  Proportionate Amounts.  Each partial assignment shall be made as        an assignment of a proportionate part of all the assigning Lender’s rights and obligations        under this Agreement with respect to the Loan or the Commitment assigned.                     (iii) Required Consents.  No consent shall be required for any        assignment except to the extent required by this Section 10.07(b)(i)(B) and, in addition:                           (A)   the consent of the Borrower (such consent not to be              unreasonably withheld or delayed) shall be required unless (1) Default or Event of              Default has occurred and is continuing at the time of such assignment, or (2) such              assignment is to a Lender, an Affiliate of a Lender or an Approved Fund;                           (B)   the consent of the Administrative Agent (such consent not              to be unreasonably withheld or delayed) shall be required if such assignment is to              a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund              with respect to such Lender; and                                            





 






                  (C)   the consent of each L/C Issuer shall be required for any        assignment of a Lender’s Commitment.               (iv)  Assignment and Assumption.  The parties to each assignment shall  execute and deliver to the Administrative Agent an Assignment and Assumption, together  with a processing and recordation fee of $3,500; provided, that the Administrative Agent  may, in its sole discretion, elect to waive such processing and recordation fee in the case  of any assignment.  The assignee, if it is not a Lender, shall deliver to the Administrative  Agent an Administrative Questionnaire.               (v)   No Assignment to Certain Persons.  No such assignment shall be  made to (A) the MLP, the Borrower or any other Company, or (B) to any Defaulting  Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder,  would constitute any of the foregoing Persons described in this clause (B) or (C) a  Disqualified Lender unless the Borrower consents in writing to such assignment;  provided that, other than maintaining and updating the list of Disqualified Lenders in  accordance with the definition thereof or providing the list of Disqualified Lenders upon  written request, (x) the Administrative Agent shall not be responsible or have any liability  for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the  provisions hereof relating to Disqualified Lenders and (y) without limiting the generality  of the foregoing, the Administrative Agent shall not (i) be obligated to ascertain, monitor  or inquire as to whether any Lender or Participant or prospective Lender or Participant is  a Disqualified Lender or (ii) have any liability with respect to or arising out of any  assignment or participation of Loans to any Disqualified Lender.               (vi)  No Assignment to Natural Persons.  No such assignment shall be  made to a natural Person.               (vii) Certain Additional Payments.  In connection with any assignment  of rights and obligations of any Defaulting Lender hereunder, no such assignment shall  be effective unless and until, in addition to the other conditions thereto set forth herein,  the parties to the assignment shall make such additional payments to the Administrative  Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which  may be outright payment, purchases by the assignee of participations or  subparticipations, or other compensating actions, including funding, with the consent of  the Borrower and the Administrative Agent, the applicable pro rata share of Loans  previously requested but not funded by the Defaulting Lender, to each of which the  applicable assignee and assignor hereby irrevocably consent), to (A) pay and satisfy in  full all payment liabilities then owed by such Defaulting Lender to the Administrative  Agent, each L/C Issuer, and each other Lender hereunder (and interest accrued thereon),  and (B) acquire (and fund as appropriate) its full pro rata share of all Loans and  participations in Letters of Credit in accordance with its Pro Rata Share.  Notwithstanding  the foregoing, in the event that any assignment of rights and obligations of any  Defaulting Lender hereunder shall become effective under applicable law without  compliance with the provisions of this paragraph, then the assignee of such interest shall  be deemed to be a Defaulting Lender for all purposes of this Agreement until such  compliance occurs.                                      





 






      Subject to acceptance and recording thereof by the Administrative Agent pursuant to  clause (c) of this Section, from and after the effective date specified in each Assignment and  Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the  interest assigned by such Assignment and Assumption, have the rights and obligations of a  Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the  interest assigned by such Assignment and Assumption, be released from its obligations under  this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning  Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party  hereto) but shall continue to be entitled to the benefits of Section 3.04 and Section 10.05 with  respect to facts and circumstances occurring prior to the effective date of such assignment;  provided, that except to the extent otherwise expressly agreed by the affected parties, no  assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party  hereunder arising from that Lender’s having been a Defaulting Lender.  Any assignment or  transfer by a Lender of rights or obligations under this Agreement that does not comply with this  paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a  participation in such rights and obligations in accordance with clause (d) of this Section.               (c)   The Administrative Agent, acting solely for this purpose as an agent of the  Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption  delivered to it and a register for the recordation of the names and addresses of the Lenders, and  the Commitments of, and principal amounts of the Loans and L/C Obligations owing to, each  Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the  Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent  and the Lenders may treat each Person whose name is recorded in the Register pursuant to the  terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to  the contrary.  The Register shall be available for inspection by the Borrower and any Lender, at  any reasonable time and from time to time upon reasonable prior notice.               (d)   Any Lender may at any time, without the consent of, or notice to, the  Borrower, the Administrative Agent, the any L/C Issuer or any other Lender, sell participations  to any Person (other than a natural person , a Disqualified Lender or the MLP or Borrower or any  of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such  Lender’s rights and/or obligations under this Agreement (including all or a portion of its  Commitment and/or the Loans (including such Lender’s participation in L/C Obligations) owing  to it); provided, that (i) such Lender’s obligations under this Agreement shall remain unchanged,  (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of  such obligations, and (iii) the Borrower, the Administrative Agent and the other Lenders shall  continue to deal solely and directly with such Lender in connection with such Lender’s rights  and obligations under this Agreement.  Any agreement or instrument pursuant to which a Lender  sells such a participation shall provide that such Lender shall retain the sole right to enforce this  Agreement and to approve any amendment, modification or waiver of any  provision of this  Agreement; provided, that such agreement or instrument may provide that such Lender will not,  without the consent of the Participant, agree to any amendment, modification or waiver that  would (x) postpone any date upon which any payment of money is scheduled to be paid to such  Participant, (y) reduce the principal, interest, fees or other amounts payable to such Participant,  or (z) release the MLP from its Guaranty.  Subject to clause (e) of this Section, the Borrower  agrees that each Participant shall be entitled to the benefits of Section 3.01, Section 3.04 and                                            





 






Section 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment  pursuant to clause (b) of this Section; provided, that such Participant agrees to be subject to the  provisions of Section 3.07 and Section 3.06 as if it were an assignee under clause (b) of this  Section, and shall not be entitled to receive any greater payment under Section 3.01 or Section  3.04, with respect to any participation, than its participating Lender would have been entitled to  receive, except to the extent such entitlement to receive a greater payment results from a Change  in Law that occurs after the Participant acquired the applicable participation.  Each Lender that  sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to  cooperate with the Borrower to effectuate the provisions of Section 3.07 with respect to any  Participant.  To the extent permitted by law, each Participant also shall be entitled to the benefits  of Section 10.09 as though it were a Lender, provided such Participant agrees to be subject to  Section 2.10 as though it were a Lender.  Each Lender that sells a participation shall, acting  solely for this purpose as non-fiduciary agent of the Borrower, maintain a register on which it  enters the name and address of each Participant and the principal amounts (and stated interest) of  each Participant’s interest in the Loans or other obligations under the Loan Documents (the  “Participant Register”); provided, that no Lender shall have any obligation to disclose all or any  portion of the Participant Register (including the identity of any Participant or any information  relating to a Participant's interest in any commitments, loans, letters of credit or its other  obligations under any Loan Document) to any Person except to the extent that such disclosure is  necessary to establish that such commitment, loan, letter of credit or other obligation is in  registered form under Section 5f.103-1(c) of the United States Treasury Regulations.  The entries  in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat  each Person whose name is recorded in the Participant Register as the owner of such  participation for all purposes of this Agreement notwithstanding any notice to the contrary.  For  the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall  have no responsibility for maintaining a Participant Register.               (e)   Any Lender may at any time pledge or assign a security interest in all or  any portion of its rights under this Agreement (including under its Notes, if any) to secure  obligations of such Lender, including any pledge or assignment to secure obligations to a Federal  Reserve Bank or any central bank; provided, that no such pledge or assignment shall release a  Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such  Lender as a party hereto.               (f)   If the consent of the Borrower to an assignment or to an Eligible Assignee  is required hereunder (including a consent to an assignment which does not meet the minimum  assignment threshold specified in clause (i) of the proviso to the first sentence of Section  10.07(b)), the Borrower shall be deemed to have given its consent five Business Days after the  date notice thereof has been delivered by the assigning Lender (through the Administrative  Agent) unless such consent is expressly refused by the Borrower prior to such fifth Business  Day.               (g)   Notwithstanding anything to the contrary contained herein, if at any time  Royal Bank any L/C Issuer assigns all of its Commitment and Loans pursuant to clause (b)  above, Royal Bank such L/C Issuer may, upon thirty (30) days’ notice to the Borrower and the  Lenders, resign as L/C Issuer.  In the event of any such resignation as L/C Issuer, the Borrower  shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided,                                            





 






 however, that no failure by the Borrower to appoint any such successor shall affect the   resignation of Royal Bank any L/C Issuer as L/C Issuer.  Royal Bank Each resigning L/C Issuer   shall retain all the rights and obligations of the an L/C Issuer hereunder with respect to all Letters   of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C   Obligations with respect thereto (including the right to require the Lenders to make Base Rate   Loans or fund participations in Unreimbursed Amounts pursuant to Section 2.13(c).          Section 10.08 Confidentiality.  Each Lender agrees that it will not disclose without the   prior consent of the Borrower (other than to directors, officers, employees, auditors, accountants,   agents, counsel or other professional advisors of the Administrative Agent, the Collateral Agent,   or any Lender) any Information with respect to any Company or any Martin Party that is   furnished pursuant to this Agreement or the transactions contemplated hereby, provided, that any   Lender may disclose any such Information (a) (i) as has become generally available to the public  other than as a result of a breach of this Section 10.08, (ii) was or becomes available to any   Lender on a nonconfidential basis prior to its disclosure pursuant hereto, or (iii) is obtained by  any Lender on a non-confidential basis from a source other than the Borrower, provided, that  such source is not known to such Lender to be subject to an obligation of confidentiality with  respect to such Information, (b) as may be requested in any report, statement or testimony  submitted to or requested by any municipal, state or federal regulatory body having or claiming  to have jurisdiction over such Lender or submitted to or required by the Board or the Federal  Deposit Insurance Corporation or similar organizations (whether in the United States of America  or elsewhere) or their successors, (c) as may be required in response to any summons or  subpoena in connection with any litigation, (d) in order to comply with any law, order, regulation  or ruling applicable to such Lender, (e) to any Eligible Assignee of or Participant in, or any  prospective Eligible Assignee of or Participant in, any of its rights or obligations under this  Agreement, provided, that such Eligible Assignee or Participant or prospective Eligible Assignee  or Participant is bound by an agreement containing provisions substantially the same as those  contained in this Section 10.08, (f) in connection with the exercise of any remedy by such Lender   following an Event of Default pertaining to the Loan Documents, (g) in connection with any  litigation involving such Lender pertaining to the Loan Documents, (h) to any Lender or the  Administrative Agent, (i) to any Affiliate or any Related Party of any Lender (it being  understood that the Persons to whom such disclosure is made will be informed of the  confidential nature of such Information and obligated to keep such Information confidential on  the same terms as set forth in this Section 10.08), (j) on a confidential basis to (i) any rating   agency in connection with rating the MLP or its Subsidiaries or the Facility, or (ii) the CUSIP  Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP  numbers with respect to the Facility, or (k) subject to an agreement containing substantially the  same provisions as this Section 10.08, any actual or prospective counterparty (or its advisors) to   any swap or derivative transaction relating to a Loan Party and its obligations.          For purposes of this Section, “Information” means all information received from the   MLP, the Borrower or any of their Subsidiaries relating to the MLP, the Borrower or any of their   Subsidiaries or any of their respective businesses, other than any such information that is   available to the Administrative Agent, any Lender or any L/C Issuer on a nonconfidential basis   prior to disclosure by such Persons; provided that, in the case of information received from the   MLP, the Borrower or any of their Subsidiaries after the date hereof, such information is clearly   identified at the time of delivery as confidential.  Any Person required to maintain the                                             





 






confidentiality of Information as provided in this Section shall be considered to have complied  with its obligation to do so if such Person has exercised the same degree of care to maintain the  confidentiality of such Information as such Person would accord to its own confidential  information.         Section 10.09 Set-off.  In addition to any rights and remedies of the Lenders provided by  law, upon the occurrence and during the continuance of any Event of Default, each Lender, the  each L/C Issuer and each of their respective Affiliates is authorized at any time and from time to  time, without prior notice to the Borrower or any other Loan Party, any such notice being waived  by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent  permitted by law, to set off and apply any and all deposits (general or special, time or demand,  provisional or final) at any time held by, and other indebtedness at any time owing by, such  Lender, the such L/C Issuer or any such Affiliate to or for the credit or the account of the  respective Loan Parties against any and all Obligations owing to the Administrative Agent and  the Lenders, now or hereafter existing, irrespective of whether or not the Administrative Agent,  such Lender, the such L/C Issuer or any such Affiliate shall have made demand under this  Agreement or any other Loan Document and although such Obligations may be contingent or  unmatured.  Each Lender agrees promptly to notify the Borrower and the Administrative Agent  after any such set-off and application made by such Lender; provided, however, that the failure  to give such notice shall not affect the validity of such set-off and application.         Section 10.10 Interest Rate Limitation.  It is the intention of the parties hereto to  comply with applicable usury laws; accordingly, notwithstanding any provision to the contrary in  this Agreement or in any of the other Loan Documents securing the payment hereof or otherwise  relating hereto, in no event shall this Agreement or such other Loan Documents require the  payment or permit the payment, taking, reserving, receiving, collection or charging of any sums  constituting interest under applicable laws, if any, which exceed the Maximum Amount.  If any  such excess interest is called for, contracted for, charged, taken, reserved or received in  connection with the Loans or in any of the Loan Documents securing the payment thereof or  otherwise relating thereto, or in any communication by the Administrative Agent or the Lenders  or any other person to the Borrower or any other Person, or in the event all or part of the  principal or interest thereof shall be prepaid or accelerated, so that under any of such  circumstances or under any other circumstance whatsoever the amount of interest contracted for,  charged, taken, reserved, or received on the amount of principal actually outstanding from time  to time pursuant to the Agreement shall exceed the Maximum Amount, then in any such event it  is agreed as follows:  (a) the provisions of this paragraph shall govern and control; (b) neither the  Borrower nor any other Person or entity now or hereafter liable for the payment of the  Obligations shall be obligated to pay the amount of such interest to the extent such interest is in  excess of the Maximum Amount; (c) any such excess which is or has been received  notwithstanding this paragraph shall be credited against the then unpaid principal balance  hereunder or, if the Loans have been or would be paid in full, refunded to the Borrower; and  (d) the provisions of this Agreement and the other Loan Documents securing the payment hereof  and otherwise relating hereto, and any communication to the Borrower, shall immediately be  deemed reformed and such excess interest reduced, without the necessity of executing any other  document, to the maximum lawful rate allowed under applicable laws as now or hereafter  construed by courts having jurisdiction hereof or thereof.  Without limiting the foregoing, all  calculations of the rate of the interest contracted for, charged, taken, reserved or received in                                            





 






 connection with the Loans or this Agreement which are made for the purpose of determining   whether such rate exceeds the maximum lawful rate shall be made to the extent permitted by   applicable laws by amortizing, prorating, allocating and spreading during the period of the full   term of the Loans, including all prior and subsequent renewals and extensions, all interest at any   time contracted for, charged, taken, reserved, or received.  The terms of this Section shall be   deemed to be incorporated in every document and communication relating to the Loans or any   other Loan Document.          Section 10.11 Counterparts.  This Agreement may be executed in any number of   counterparts (and by different parties hereto in different counterparts), each of which when so   executed shall be deemed to be an original and all of which when taken together shall constitute   one and the same agreement.  Delivery of an executed counterpart of a signature page of this   Agreement by telecopier or other electronic means shall be effective as delivery of a manually   executed counterpart of this Agreement.          Section 10.12 Integration.  This Agreement, together with the other Loan Documents,   comprises the complete and integrated agreement of the parties on the subject matter hereof and   thereof and supersedes all prior agreements, written or oral, on such subject matter.  In the event   of any conflict between the provisions of this Agreement and those of any other Loan Document,   the provisions of this Agreement shall control; provided, that the inclusion of supplemental rights   or remedies in favor of the Administrative Agent or the Lenders in any other Loan Document   shall not be deemed a conflict with this Agreement.  Each Loan Document was drafted with the   joint participation of the respective parties thereto and shall be construed neither against nor in   favor of any party, but rather in accordance with the fair meaning thereof.          Section 10.13 Survival of Representations and Warranties.  All representations and  warranties made hereunder and in any other Loan Document or other document delivered  pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and  delivery hereof and thereof.  Such representations and warranties have been or will be relied  upon by the Administrative Agent, the Collateral Agent and each Lender, regardless of any  investigation made by the Administrative Agent, the Collateral Agent or any Lender or on their  behalf and notwithstanding that the Administrative Agent, the Collateral Agent or any Lender  may have had notice or knowledge of any Default or Event of Default at the time of any  Committed Borrowing, and shall continue in full force and effect as long as any Loan or any  other Obligation shall remain unpaid or unsatisfied.         Section 10.14 Severability.  Any provision of this Agreement and the other Loan  Documents to which the Borrower is a party that is prohibited or unenforceable in any  jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or  unenforceability without invalidating the remaining provisions thereof, and any such prohibition  or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision  in any other jurisdiction.         Section 10.15 Governing Law.               (a)   THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED  IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (WITHOUT                                            





 






 GIVING EFFECT TO ITS CONFLICTS OF LAW RULES OTHER THAN SECTION 5-1401   OF THE NEW YORK GENERAL OBLIGATION LAW) AND APPLICABLE FEDERAL   LAW, AND THE ADMINISTRATIVE AGENT AND THE LENDERS SHALL RETAIN ALL   RIGHTS ARISING UNDER FEDERAL LAW.                (b)   THE MLP, THE BORROWER, ANY OTHER PARTY HERETO, AND   EACH GUARANTOR, BY EXECUTION OF A GUARANTY, AGREES AS TO THIS   SECTION 10.15(b).  ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS   AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE   COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF   MANHATTAN OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW   YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE   MLP, THE BORROWER, THE ADMINISTRATIVE AGENT, THE L/C ISSUER           ISSUERS   AND THE LENDERS CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY,   TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.  EACH OF THE MLP,  THE BORROWER, THE ADMINISTRATIVE AGENT, THE L/C ISSUER           ISSUERS  AND   THE LENDERS IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY   OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM   NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING   OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS   AGREEMENT OR ANY DOCUMENT RELATED HERETO.  THE MLP, THE BORROWER,   THE ADMINISTRATIVE AGENT, THE L/C ISSUER ISSUERS AND THE LENDERS EACH   WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT                 OR OTHER   PROCESS, AND CONSENT TO THE SERVICE OF PROCESS IN ANY SUCH LEGAL   ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED   OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT ITS ADDRESS SET FORTH IN   SCHEDULE 10.02, SUCH SERVICE TO BECOME EFFECTIVE TEN DAYS AFTER SUCH   MAILING.  NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE   ADMINISTRATIVE AGENT, THE L/C ISSUER      ISSUERS OR ANY LENDER TO SERVE   PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.  EACH OF THE MLP, THE   BORROWER, AND EACH GUARANTOR, BY ITS EXECUTION OF A GUARANTY,   HEREBY IRREVOCABLY APPOINTS CT CORPORATION SYSTEM, WITH AN   ADDRESS AT 111 EIGHTH AVENUE, 13TH      FLOOR, NEW YORK, NEW YORK 10011  (THE “NEW YORK PROCESS AGENT”) AS PROCESS AGENT IN ITS NAME, PLACE  AND STEAD    TO RECEIVE AND FORWARD SERVICE OF ANY AND ALL WRITS,  SUMMONSES AND OTHER LEGAL PROCESS IN ANY SUIT, ACTION OR  PROCEEDING BROUGHT IN THE STATE OF NEW YORK, AGREES THAT SUCH  SERVICE IN ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE MADE UPON THE  NEW YORK PROCESS AGENT, AND AGREES TO TAKE ALL SUCH ACTION AS MAY  BE NECESSARY TO CONTINUE SAID APPOINTMENT IN FULL FORCE AND EFFECT.          Section 10.16 Waiver of Right to Trial by Jury, Etc.  EACH PARTY TO THIS   AGREEMENT AND EACH GUARANTOR, BY EXECUTION OF A GUARANTY, HEREBY   (a) EXPRESSLY AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY OF   ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN   DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO   THE DEALINGS OF THE PARTIES TO THE LOAN DOCUMENTS OR ANY OF THEM                                             





 






WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED  THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING,  AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE, AND EACH  PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND,  ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A  JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL  COUNTERPART OR A COPY OF THIS SECTION         WITH ANY COURT AS WRITTEN  EVIDENCE OF THE CONSENT OF THE COMPANIES TO THE WAIVER OF THEIR  RIGHT TO TRIAL BY JURY, AND (b)   EXPRESSLY AND IRREVOCABLY WAIVES, TO  THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO  CLAIM OR RECOVER IN ANY SUCH ACTION ANY SPECIAL, EXEMPLARY, PUNITIVE  OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION  TO, ACTUAL DAMAGES;    PROVIDED THAT NOTHING IN THIS PARAGRAPH SHALL  LIMIT THE LOAN PARTIES’ INDEMNITY AND REIMBURSEMENT OBLIGATIONS SET  FORTH  IN THE LOAN DOCUMENTS, INCLUDING, WITHOUT LIMITATION             Section  10.05.         Section 10.17 Master Consent to Assignment.  Each Lender hereby (a) authorizes the  Administrative Agent to enter into the Master Consent to Assignment (or confirmation thereof),  and (b) agrees to be bound by all of the terms and provisions of the Master Consent to  Assignment to the same extent as if it were a signatory thereto.         Section 10.18 USA PATRIOT Act Notice.  Each Lender that is subject to the Act and  the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the MLP  and the Borrower that pursuant to the requirements of the Act, it is required to obtain, verify and  record information that identifies the MLP and the Borrower, which information includes the  names and addresses of the MLP and the Borrower and other information that will allow such  Lender or the Administrative Agent, as applicable, to identify the MLP and the Borrower in  accordance with the Act.         Section 10.19 Restatement of Existing Credit Agreement.  The parties hereto agree  that, on the Closing Date, after all conditions precedent set forth in Section 4.01 have been  satisfied or waived: (a) the Obligations represent, among other things, the restatement, renewal,  amendment, extension, and modification of the “Obligations” as defined in the Existing Credit  Agreement; (b) this Agreement is intended to, and does hereby, restate, renew, extend, amend,  modify, supersede and replace the Existing Credit Agreement in its entirety; (c) the Notes, if any,  executed pursuant to this Agreement amend, renew, extend, modify, replace, restate, substitute  for and supersede in their entirety (but do not extinguish the Indebtedness arising under) the  promissory notes issued pursuant to the Existing Credit Agreement; (d) the Collateral  Documents, Security Agreements, Vessel Mortgages and Guaranties executed pursuant to this  Agreement amend, renew, extend, modify, replace, restate, substitute for and supersede in their  entirety (but do not extinguish or impair the collateral security created or evidenced by) the  “Collateral Documents,” “Security Agreements,” “Vessel Mortgages” and “Guaranties”  executed and delivered pursuant to the Existing Credit Agreement, as applicable, and any such  Loan Document confirmed on the Closing Date by the Loan Parties party thereto remains in full  force and effect; (e) each Guaranty executed pursuant to this Agreement amends, renews,  extends, modifies, replaces, restates, substitutes for, and supersedes in its entirety (but does not                                            





 






 extinguish or impair the Obligations guaranteed by) the “Guaranty” executed by the applicable  Guarantor, as the case may be, executed and delivered pursuant to the Existing Credit  Agreement; and (f) the entering into and performance of their respective obligations under the  Loan Documents and the transactions evidenced hereby do not constitute a novation nor shall  they be deemed to have terminated, extinguished, or discharged the “Indebtedness” under the  Existing Credit Agreement, and the “Collateral Documents,” the “Security Agreements,” the  “Vessel Mortgages,” the “Guaranties,” or the other “Loan Documents” (or the collateral security  therefor) executed in connection with the Existing Credit Agreement, which shall continue under  and be governed by this Agreement and the other Loan Documents, except as expressly provided  otherwise herein.          Section 10.20 Keepwell.  The MLP and the Borrower shall, and shall cause each of their   Subsidiaries that is a Qualified ECP Guarantor to, undertake to provide such funds or other   support as may be needed from time to time by any Loan Party to honor its Guaranty Obligations   in respect of Swap Obligations; provided, that each Qualified ECP Guarantor shall only be liable   under this Section 10.20 for the maximum amount of such liability that can be hereby incurred   without rendering its obligations under this Section 10.20 voidable under applicable law relating   to fraudulent conveyance or fraudulent transfer, and not for any greater amount.  The obligations   of the MLP, the Borrower and each Qualified ECP Guarantor under this Section 10.20 shall   remain in full force and effect until this Agreement is terminated.  The MLP, the Borrower and   each Qualified ECP Guarantor intend that this Section 10.20 shall constitute, and this Section   10.20 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of   each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange   Act.          Section 10.21 Entire Agreement.  This Agreement and the other Loan Documents  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.         Section 10.22 Acknowledgment and Consent to Bail-In of EEA Financial  Institutions.  Notwithstanding anything to the contrary in any Loan Document or in any other  agreement, arrangement or understanding among any such parties, each party hereto  acknowledges that any liability of any EEA Financial Institution arising under any Loan  Document, to the extent such liability is unsecured, may be subject to the write-down and  conversion powers of an EEA Resolution Authority and agrees and consents to, and  acknowledges and agrees to be bound by:               (a)   the application of any Write-Down and Conversion Powers by an EEA  Resolution Authority to any such liabilities arising hereunder which may be payable to it by any  party hereto that is an EEA Financial Institution; and               (b)   the effects of any Bail-In Action on any such liability, including, if  applicable:                     (i)   a reduction in full or in part or cancellation of any such liability;                                             





 






                   (ii)  a conversion of all, or a portion of, such liability into shares or         other instruments of ownership in such EEA Financial Institution, its parent entity, or a         bridge institution that may be issued to it or otherwise conferred on it, and that such         shares or other instruments of ownership will be accepted by it in lieu of any rights with         respect to any such liability under this Agreement or any other Loan Document; or                      (iii) the variation of the terms of such liability in connection with the         exercise of the write-down and conversion powers of any EEA Resolution Authority.          Section 10.23 No Advisory or Fiduciary Responsibility.                  (a)   In connection with all aspects of each transaction contemplated hereby,   each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that   (i) the facilities provided for hereunder and any related arranging or other services in connection   therewith (including in connection with any amendment, waiver or other modification hereof or   of any other Loan Document) are an arm’s-length commercial transaction between the Borrower  and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders,  on the other hand, and the Borrower is capable of evaluating and understanding and understands  and accepts the terms, risks and conditions of the transactions contemplated hereby and by the  other Loan Documents (including any amendment, waiver or other modification hereof or  thereof), (ii) in connection with the process leading to such transaction, each of the  Administrative Agent, the Arrangers and the Lenders is and has been acting solely as a principal  and is not the financial advisor, agent or fiduciary, for the Borrower or any of its Affiliates,  stockholders, creditors or employees or any other Person, (iii) none of the Administrative Agent,  the Arrangers or the Lenders has assumed or will assume an advisory, agency or fiduciary  responsibility in favor of the Borrower with respect to any of the transactions contemplated  hereby or the process leading thereto, including with respect to any amendment, waiver or other  modification hereof or of any other Loan Document (irrespective of whether any Arranger or   Lender has advised or is currently advising the Borrower or any of its Affiliates on other matters)   and none of the Administrative Agent, the Arrangers or the Lenders has any obligation to the   Borrower or any of its Affiliates with respect to the financing transactions contemplated hereby   except those obligations expressly set forth herein and in the other Loan Documents, (iv) the   Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of   transactions that involve interests that differ from, and may conflict with, those of the Borrower   and its Affiliates, and none of the Administrative Agent, the Arrangers or the Lenders has any   obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary   relationship and (v) the Administrative Agent, the Arrangers and the Lenders have not provided   and will not provide any legal, accounting, regulatory or tax advice with respect to any of the   transactions contemplated hereby (including any amendment, waiver or other modification   hereof or of any other Loan Document) and the Loan Parties have consulted their own legal,   accounting, regulatory and tax advisors to the extent they have deemed appropriate.                (b)   Each Loan Party acknowledges and agrees that each Lender, the Arrangers   and any Affiliate thereof may, subject to Section 10.08, lend money to, invest in, and generally   engage in any kind of business with, any of the Borrower, the MLP, any Affiliate thereof or any   other person or entity that may do business with or own securities of any of the foregoing, all as   if such Lender, Arranger or Affiliate thereof were not a Lender or Arranger or an Affiliate                                             





 






thereof (or an agent or any other person with any similar role under the Facility) and without any  duty to account therefor to any other Lender, the Arrangers, the MLP, the Borrower or any  Affiliate of the foregoing.         Section 10.24 Acknowledgment Regarding Supported QFCs.  To the extent that the        Loan Documents provide support, through a guarantee or otherwise, for any Swap        Contract or any other agreement or instrument that is a QFC (such support, “QFC        Credit Support”, and each such QFC, a “Supported QFC”), the parties        acknowledge and agree as follows with respect to the resolution power of the        Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act        and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act        (together with the regulations promulgated thereunder, the “U.S. Special        Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support        (with the provisions below applicable notwithstanding that the Loan Documents        and any Supported QFC may in fact be stated to be governed by the laws of the        United States or any state of the United States):   In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”)  becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such  Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in  or under such Supported QFC and such QFC Credit Support, and any rights in property securing  such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to  the same extent that such transfer would be effective under the U.S. Special Resolution Regime  if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights  in property) were governed by the laws of the United States or a state of the United States. In the  event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a  proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents  that might otherwise apply to such Supported QFC or any QFC Credit Support that may be  exercised against such Covered Party are permitted to be exercised to no greater extent than the  extent to which such Default Rights could be exercised under the U.S. Special Resolution  Regime if such Supported QFC and the Loan Documents were governed by the laws of the  United States or a state of the United States. Without limitation of the foregoing, it is understood  and agreed that the rights and remedies of the parties with respect to a Defaulting Lender shall in  no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC  Credit Support.                         Remainder of Page Intentionally Blank                             Signature Pages to Follow                                                





 






      IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment Agreement  to be duly executed and delivered by their proper and duly authorized officers as of the date and  year first above written.                                            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:                                                                             Name: Robert D. Bondurant                                      Title: Executive Vice President and Chief                                            Financial Officer                         [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – MARTIN                               OPERATING PARTNERSHIP L.P.]  





 






                                   MARTIN MIDSTREAM PARTNERS L.P.,                                     a Delaware limited partnership,                                      as a Guarantor                                                        By:   MARTIN MIDSTREAM GP LLC,                                           its General Partner                                                               By:                                                                            Name: Robert D. Bondurant                                     Title: Executive Vice President and Chief                                           Financial Officer                                          [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – MARTIN                              OPERATING PARTNERSHIP L.P.]  





 






                                   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:                                                                            Name: Robert D. Bondurant                                     Title: Executive Vice President and Chief                                           Financial Officer    [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – MARTIN                              OPERATING PARTNERSHIP L.P.]  





 






                                   MARTIN MIDSTREAM FINANCE CORP.,                                      a Delaware corporation,                                      as a Guarantor                                                  Executive Vice President and Chief Financial                                           Officer    [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – MARTIN                              OPERATING PARTNERSHIP L.P.]  





 






                                   REDBIRD GAS STORAGE LLC,                                     a Delaware limited liability company,                                      as a Guarantor                                                               By:                                                                      Robert D. Bondurant                                           Executive Vice President and Chief Financial                                           Officer    [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – MARTIN                              OPERATING PARTNERSHIP L.P.]  





 






                                   MOP MIDSTREAM HOLDINGS LLC,                                     a Delaware limited liability company,                                      as a Guarantor                                                        By:                                                                By:                                                                            Name: Robert D. Bondurant                                     Robert D. BondurantTitle: Executive Vice President                                     and Chief                                           Financial Officer    [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – MARTIN                              OPERATING PARTNERSHIP L.P.]  





 






                                                                         TALEN’S MARINE & FUEL, LLC,                                     a Louisiana limited liability company,                                      as a Guarantor                                                                     By:                                                                            Name: Robert D. Bondurant                                     Title: Executive Vice President and Chief                                           Financial Officer    [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – MARTIN                              OPERATING PARTNERSHIP L.P.]  





 






                                   CARDINAL GAS STORAGE PARTNERS LLC,                                     a Delaware limited liability company,                                     as a Guarantor                                                                                                               By: _______________________________________                                     Name: Robert D. Bondurant                                     Title: Executive Vice President   [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – MARTIN                              OPERATING PARTNERSHIP L.P.]  





 






                                   MARTIN TRANSPORT, INC.,                                      a Texas corporation,                                     as a Guarantor                                                                                                               By: _______________________________________                                     Name: Robert D. Bondurant                                     Title: Executive Vice President and Chief                                             Financial Officer                                               [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – MARTIN                              OPERATING PARTNERSHIP L.P.]  





 






                                   ROYAL BANK OF CANADA,                                      as Administrative Agent and Collateral Agent                                                                                                               By:                                                                Name:  Rodica Dutka                                     Title:       [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – MARTIN                              OPERATING PARTNERSHIP L.P.]  





 






                                   Manager, AgencyROYAL BANK OF CANADA,                                      as a Lender and as an L/C Issuer                                                                                                               By:                                                                      Jason S. York                                      Name:                                     Title:                                                                                                                      Authorized Signatory                                                                              [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – MARTIN                              OPERATING PARTNERSHIP L.P.]  





 






                                   WELLS FARGO BANK, N.A.,                                      as as Syndication Agent, a Lender and an L/C                                     Issuer                                                                                                         By:                                                                Name:                                       Title:                                                                                                                      [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – MARTIN                              OPERATING PARTNERSHIP L.P.]  





 






[SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – MARTIN                                          OPERATING PARTNERSHIP L.P.]  





 






                                   REGIONS BANK,                                      as a Lender                                                                                                        By:                                                                                 Name:                                           Title:                                                                                                                                                      ABN AMRO CAPITAL USA LLC,                                      as a Lender                                                                                                                     By:                                                                Name:                                     Title:                                                                                                               By:                                                                Name:                                     Title:    [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – MARTIN                              OPERATING PARTNERSHIP L.P.]  





 






                                                 BANK OF AMERICA, N.A.,                                                    as a Lender                                                                                                                                                                  By:                                                                                                                     Name:                                                            Title:                                                                                                          [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – MARTIN                                          OPERATING PARTNERSHIP L.P.]  





 






                                                 COMPASS BANK,                                                    as a Lender                                                                                                      By:                                                                                           Name:                                                   Title:   [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – MARTIN                                          OPERATING PARTNERSHIP L.P.]  





 






                                                 BBVA USA,     [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – MARTIN                                          OPERATING PARTNERSHIP L.P.]  





 






                                                 SUNTRUST BANK,                                                    as a Lender                                                                                                                                                                  By:                                                                                           Name:                                                   Title:   [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – MARTIN                                          OPERATING PARTNERSHIP L.P.]  





 






                                                 CADENCE BANK, N.A.,                                                    as a Lender                                                                                                                                                                  By:                                                                                           Name:                                                   Title:   [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – MARTIN                                          OPERATING PARTNERSHIP L.P.]  





 






                                                 COMERICA BANK,     [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – MARTIN                                          OPERATING PARTNERSHIP L.P.]  





 






                                                 CITIBANK, N.A.,                                                   as a Lender                                                                                                                                                                  By:                                                                                           Name:                                                   Title:   [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – MARTIN                                          OPERATING PARTNERSHIP L.P.]  





 






                                                 NATIXIS, NEW YORK BRANCH     [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – MARTIN                                          OPERATING PARTNERSHIP L.P.]  





 






                                   COMERICA BANK,                                      as a Lender and an L/C Issuer                                                                                                                     By:                                                                Name:                                     Title:                                                                                                               NATIXIS,                                      as a Lender                                                                                                   By:                                                                                 Name:                                           Title:                                                                                                               By:                                                                                 Name:                                           Title:                                         [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – MARTIN                              OPERATING PARTNERSHIP L.P.]  





 






                                                 SUMITOMO MITSUI BANKING ORPORATION,                                                    as a Lender                                                                                                                                         By:                                                                                           Name:                                                   Title:   [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – MARTIN                                          OPERATING PARTNERSHIP L.P.]  





 






                                                 BRANCH BANKING AND TRUST                                                   COMPANY,                                                    as a Lender                                                                                                                                                                  By:                                                                                           Name:                                                   Title:    [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – MARTIN                                          OPERATING PARTNERSHIP L.P.]  





 






                                                 CAPITAL ONE, NATIONAL ASSOCIATION,                                                    as a Lender                                                                                                                                                                  By:                                                                                                                     Name:                                                               Title:                          [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – MARTIN                                          OPERATING PARTNERSHIP L.P.]  





 






                                                 CIT FINANCE LLC,                                                   as a Lender                                                                                                                                         By:                                                                                                                     Name:                                                            Title:    [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – MARTIN                                          OPERATING PARTNERSHIP L.P.]  





 






                                                 ONEWEST BANK, N.A.,                                                   as a Lender                                                                                                                                         By:                                                                                                                     Name:                                                            Title:                                                       [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – MARTIN                                          OPERATING PARTNERSHIP L.P.]  





 






                                                 RAYMOND JAMES BANK, N.A.,                                                    as a Lender                                                                                                                                         By:                                                                                                                     Name:                                                            Title:                                                                                                          [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – MARTIN                                          OPERATING PARTNERSHIP L.P.]  





 






                                                 SANTANDER BANK, N.A.,                                                    as a Lender                                                                                                                                         By:                                                                                                                     Name:                                                            Title:                                                                                                      By:                                                                                                                     Name:                                                            Title:    [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – MARTIN                                          OPERATING PARTNERSHIP L.P.]  





 






                                   WHITNEY BANK,                                      as a Lender                                                                                                   By:                                                                                 Name:                                           Title:                                                                                                                                                                               DEUTSCHE BANK AG NEW YORK BRANCH,                                     as a Lender                                                                                                               By:                                                                                 Name:                                           Title:                                                                                                                                                    By:                                                                Name:                                     Title:    [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – MARTIN                              OPERATING PARTNERSHIP L.P.]  





 






                                                 BNP PARIBAS,                                                    as a Lender                                                                                                                                                                  By:                                                                                           Name:                                                   Title:                                                                                                                                                         By:                                                                                           Name:                                                   Title:                                                       [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – MARTIN                                          OPERATING PARTNERSHIP L.P.]  





 






                                                 GOLDMAN SACHS WOODFOREST                                                   NATIONAL BANK USA,                                                    as a Lender                                                                                                                                                                  By:                                                                                           Name:                                                   Title:                                                                           [SIGNATURE PAGE TO THE THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT – MARTIN                                          OPERATING PARTNERSHIP L.P.]  





 






                                    SOCIÉTÉ GÉNÉRALE,                                       as a Lender                                                                                                                  By:                                                                                  Name:                                            Title:                                                                            MORGAN STANLEY BANK, N.A.,                                       as a Lender                                                                                                                  By:                                                                                  Name:                                            Title:                                                                            PNC BANK, NATIONAL ASSOCIATION,                                       as a Lender                                                                                                                  By:                                                                                  Name:                                            Title:                                                                                                                                                                                                                                    Annex I                                                               SCHEDULE 1.01(a)                                APPLICABLE RATE                                                                                       Pricing Level Leverage Ratio     Applicable      Applicable     Commitment                                   Rate for        Rate for Base  Fee (bps)                                   Eurodollar      Rate Loans                                   Rate            (bps)                                   Loans/Letter of                                   Credit Fees                                   (bps)        1              < 3.00x          200225         100125          3037.5        2        ≥ ≥  3.00x but < 3.50x 225250         125150           37.5                                      SCHEDULE 1.01(a)  





 






3        ≥ ≥  3.50x but < 4.00x 250275         150175          37.550   4        ≥ ≥ 4.00x but < 4.50x  275300         175200            50   5        ≥ ≥ 4.50x but < 5.00x  300325         200225            50   6             ≥  ≥  5.00x       325350         225250            50                                                 SCHEDULE 1.01(a)  





 






                                     Annex II                                                                   SCHEDULE 2.01                                 COMMITTED SUMS                  Lender                Committed Sum           Pro Rata Share    Royal Bank of Canada          $37,625,418.06$38,000,000.00 7.52508361%9.50000000%    Wells Fargo Bank, N.A.        $37,625,418.06$38,000,000.00 7.52508361%9.50000000%    ABN AMRO Capital USA LLC      $37,625,418.06$38,000,000.00 7.52508361%9.50000000%    Regions Bank of America, N.A. $37,625,418.06$38,000,000.00 7.52508361%9.50000000%   BNP Paribas                          $30,100,334.45           6.02006689%    Capital One, National Association $30,100,334.45$38,000,000.00 6.02006689%9.50000000%    BBVA USA                            $38,000,000.00           9.50000000%    Deutsche Bank AG Natixis, New                                 $30,100,334.45$38,000,000.00   York Branch                                            6.02006689%9.50000000%    NatixisBNP Paribas            $30,100,334.45$34,000,000.00 6.02006689%8.50000000%   SunTrust Bank                        $30,100,334.45           6.02006689%   Bank of America, N.A.                $26,337,792.64           5.26755853%   Branch Banking and Trust Company     $26,337,792.64           5.26755853%   Compass Bank                         $26,337,792.64           5.26755853%    Comerica Bank                 $26,337,792.64$34,000,000.00 5.26755853%8.50000000%    Cadence Bank, N.A.            $20,484,949.84$25,000,000.00 4.09698997%6.25000000%    Sumitomo Mitsui Branch Banking                                 $20,484,949.84$21,000,000.00   Corporationand Trust Company                           4.09698997%5.25000000%    Goldman Sachs Woodforest National                                 $18,812,709.03$20,000,000.00   BankUSA                                                3.76254181%5.00000000%   PNC Bank, National Association       $18,812,709.03           3.76254181%                                       SCHEDULE 2.01  





 






               Lender                Committed Sum           Pro Rata Share   Raymond James Bank, N.A.             $15,050,167.21           3.01003344%                                        $500,000,000.00                                         $400,000,000.00                                                                 100.00000000%   Total:                                          SCHEDULE 2.01