Exhibit 4.5 Third Supplemental Indenture, to the Indenture dated as of February 11,2013 dated as of October 27, 2014






Exhibit 4.5








                                                    




MARTIN MIDSTREAM PARTNERS L.P.


MARTIN MIDSTREAM FINANCE CORP.




and


the Guarantors named herein


                    


71/4% SENIOR NOTES DUE 2021


                    




            


THIRD SUPPLEMENTAL INDENTURE


DATED AS OF OCTOBER 27, 2014


            


WELLS FARGO BANK, NATIONAL ASSOCIATION,


As Trustee


                








    

















This THIRD SUPPLEMENTAL INDENTURE, dated as of October 27, 2014, is among Martin Midstream Partners L.P., a Delaware limited partnership (the “Company”), Martin Midstream Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), each of the parties identified under the caption “Guarantors” on the signature page hereto (the “Guarantors”) and Wells Fargo Bank, National Association, a national banking association, as Trustee.
RECITALS
WHEREAS, the Issuers, the initial Guarantors and the Trustee entered into an Indenture, dated as of February 11, 2013 (the “Indenture”), pursuant to which the Company has issued $250,000,000 in the aggregate principal amount of 71/4% Senior Notes due 2021 (the “Original Notes”) and has issued $150,000,000 of additional notes in the aggregate principal amount of 71/4% Senior Notes due 2021 (the “Additional Notes”, and together with the Original Notes the “Notes”);
WHEREAS, the Issuers, the Guarantors identified on the signature page thereto, and the Trustee entered into the First Supplemental Indenture, dated as of July 21, 2014, pursuant to which the Company added Martin Midstream NGL Holdings, LLC and Martin Midstream NGL Holdings II, LLC as guarantors;
WHEREAS, the Issuers, the Guarantors identified on the signature page thereto, and the Trustee entered into the Second Supplemental Indenture, dated as of September 30, 2014, pursuant to which the Company added Cardinal Gas Storage Partners LLC (“Cardinal”), Perryville Gas Storage partners LLC, Arcadia Gas Storage Partners LLC, Cadeville Gas Storage Partners LLC and Monroe Gas Storage Company, LLC as guarantors;
WHEREAS, Section 10.03 - Guarantors May Consolidate, of the Indenture, provides that no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person (other than the Company or another Guarantor), unless, the Person surviving any such consolidation or merger (if other than such Guarantor) unconditionally assumes all the obligations of such Guarantor, pursuant to a supplemental indenture;
WHEREAS, on October 27, 2014, Cardinal, currently a Guarantor, merged with and into Redbird Gas Storage LLC (“Redbird”, and together Redbird and Cardinal, the “Merging Guarantors”), currently a Guarantor, with Redbird surviving such merger;
WHEREAS, in connection with such merger, Redbird, the surviving entity, changed its name to Cardinal Gas Storage Partners LLC (the “Surviving Entity”);
WHEREAS, pursuant to the merger, the Surviving Entity unconditionally assumes all the obligations of the Merging Guarantors;
WHEREAS, all acts and things prescribed by the Indenture, by law and by the Certificate of Incorporation and the Bylaws (or comparable constituent documents) of the Issuers, of the Guarantors and of the Trustee necessary to make this Third Supplemental Indenture a valid instrument legally binding on the Issuers, the Guarantors and the Trustee, in accordance with its terms, have been duly done and performed;
NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Issuers, the Guarantors and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:









ARTICLE 1
Section 1.01.    This Third Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.
Section 1.02.    This Third Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Issuers, the Guarantors and the Trustee.
ARTICLE 2
From this date, in accordance with Section 10.03 and by executing this Third Supplemental Indenture, the Guarantors whose signatures appear below are subject to the provisions of the Indenture to the extent provided for in Article 10 thereunder.
ARTICLE 3
Section 3.01. Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture.
Section 3.02.    Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Third Supplemental Indenture. This Third Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto.
Section 3.03.    THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Section 3.04.    The parties may sign any number of copies of this Third Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement.
[NEXT PAGE IS SIGNATURE PAGE]













IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed, all as of the date first written above.
TRUSTEE:


WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee






By:    /s/ John Stohlmann                
Name:     John Stohlmann                
Title:    Vice President                    




ISSUERS:
MARTIN MIDSTREAM PARTNERS L.P.


By:    Martin Midstream GP LLC,
as general partner






By:    /s/ Robert D. Bondurant            
Name:    Robert D. Bondurant
Title:    Executive Vice President and Chief
Financial Officer




MARTIN MIDSTREAM FINANCE CORP.






By:     /s/ Robert D. Bondurant            
Name:    Robert D. Bondurant
Title:    Executive Vice President and Chief
Financial Officer















GUARANTORS:


MARTIN OPERATING PARTNERSHIP L.P.


By:    Martin Operating GP LLC,
as general partner


By:    Martin Midstream Partners L.P.,
as sole member


By:    Martin Midstream GP LLC,
as general partner






By:     /s/ Robert D. Bondurant            
Name:    Robert D. Bondurant
Title:    Executive Vice President and Chief
Financial Officer




MARTIN OPERATING GP LLC


By:    Martin Midstream Partners L.P.,
as sole member


By:    Martin Midstream GP LLC,
as general partner






By:     /s/ Robert D. Bondurant            
Name:    Robert D. Bondurant
Title:    Executive Vice President and Chief
Financial Officer















CARDINAL GAS STORAGE PARTNERS LLC


By:    Martin Operating Partnership L.P.,
as sole member


By:    Martin Operating GP LLC,
as general partner


By:    Martin Midstream Partners L.P.,
as sole member


By:    Martin Midstream GP LLC,
as general partner






By:     /s/ Robert D. Bondurant            
Name:    Robert D. Bondurant
Title:    Executive Vice President and Chief
Financial Officer




MOP MIDSTREAM HOLDINGS LLC


By:    Martin Operating Partnership L.P.,
as sole member


By:    Martin Operating GP LLC,
as general partner


By:    Martin Midstream Partners L.P.,
as sole member


By:    Martin Midstream GP LLC,
as general partner






By:     /s/ Robert D. Bondurant            
Name:    Robert D. Bondurant
Title:    Executive Vice President and Chief
Financial Officer

















MARTIN MIDSTREAM NGL HOLDINGS, LLC


By:    Martin Operating Partnership L.P.,
as sole member


By:    Martin Operating GP LLC,
as general partner


By:    Martin Midstream Partners L.P.,
as sole member


By:    Martin Midstream GP LLC,
as general partner






By:     /s/ Robert D. Bondurant            
Name:    Robert D. Bondurant
Title:    Executive Vice President and Chief 
Financial Officer




MARTIN MIDSTREAM NGL HOLDINGS II, LLC


By:    Martin Operating Partnership L.P.,
as sole member


By:    Martin Operating GP LLC,
as general partner


By:    Martin Midstream Partners L.P.,
as sole member


By:    Martin Midstream GP LLC,
as general partner






By:     /s/ Robert D. Bondurant            
Name:    Robert D. Bondurant
Title:    Executive Vice President and Chief
Financial Officer













PERRYVILLE GAS STORAGE LLC




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


ARCADIA GAS STORAGE, LLC




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


CADEVILLE GAS STORAGE LLC




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


MONROE GAS STORAGE COMPANY, LLC




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