Exhibit 10.1
EXECUTION VERSION
THIS RESTRUCTURING SUPPORT AGREEMENT AND THE DOCUMENTS ATTACHED HERETO
COLLECTIVELY DESCRIBE A PROPOSED RESTRUCTURING OF THE COMPANY PARTIES THAT WILL
BE EFFECTUATED EITHER PURSUANT TO AN OUT-OF-COURT EXCHANGE OR AN IN-COURT
RESTRUCTURING THROUGH FILING CHAPTER 11 CASES IN THE BANKRUPTCY COURT.
THIS RESTRUCTURING SUPPORT AGREEMENT IS NOT AN OFFER OR ACCEPTANCE WITH RESPECT
TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN
THE MEANING OF BANKRUPTCY CODE SECTION 1125. ANY SUCH OFFER OR SOLICITATION WILL
COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY
CODE. NOTHING CONTAINED IN THIS RESTRUCTURING SUPPORT AGREEMENT SHALL BE AN
ADMISSION OF FACT OR LIABILITY OR, UNTIL THE OCCURRENCE OF THE AGREEMENT
EFFECTIVE DATE ON THE TERMS DESCRIBED IN THIS AGREEMENT, DEEMED BINDING ON ANY
OF THE PARTIES TO THIS AGREEMENT.
THIS RESTRUCTURING SUPPORT AGREEMENT IS THE PRODUCT OF SETTLEMENT DISCUSSIONS
AMONG THE PARTIES THERETO. ACCORDINGLY, THIS RESTRUCTURING SUPPORT AGREEMENT IS
PROTECTED BY RULE 408 OF THE FEDERAL RULES OF EVIDENCE AND ANY OTHER APPLICABLE
STATUTES OR DOCTRINES PROTECTING THE USE OR DISCLOSURE OF CONFIDENTIAL
SETTLEMENT DISCUSSIONS.
THIS RESTRUCTURING SUPPORT AGREEMENT DOES NOT PURPORT TO SUMMARIZE ALL OF THE
TERMS, CONDITIONS, REPRESENTATIONS, WARRANTIES, AND OTHER PROVISIONS WITH
RESPECT TO THE TRANSACTIONS DESCRIBED HEREIN, WHICH TRANSACTIONS WILL BE SUBJECT
TO THE COMPLETION OF DEFINITIVE DOCUMENTS INCORPORATING THE TERMS SET FORTH
HEREIN AND THE CLOSING OF ANY TRANSACTION SHALL BE SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH IN SUCH DEFINITIVE DOCUMENTS AND THE APPROVAL RIGHTS OF THE
PARTIES SET FORTH HEREIN AND IN SUCH DEFINITIVE DOCUMENTS.
RESTRUCTURING SUPPORT AGREEMENT
This RESTRUCTURING SUPPORT AGREEMENT (including all exhibits, annexes, and
schedules attached hereto, this "Agreement") is made and entered into as of
June 25, 2020 (the "Execution Date") by and among the following parties (each of
the following described in sub-clauses (i) through (ii) of this preamble, a
"Party" and, collectively, the "Parties"):1
i.
Martin Midstream Partners L.P., a limited partnership organized under the Laws
of Delaware (the "Company"), each of the Company's direct and indirect
subsidiaries listed on Exhibit A to this Agreement, including Martin Midstream
Finance Corp., a corporation organized under the Laws of Delaware (collectively
with the
1
Capitalized terms used but not defined in the preamble and recitals to this
Agreement have the meanings ascribed to them in Section 1 of this Agreement.
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Company, the "Company Parties"), and the Company's general partner Martin
Midstream GP LLC, a limited liability company organized under the Laws of
Delaware (the "GP"); and
ii.
the undersigned holders of Senior Notes Claims that have executed and delivered
counterpart signature pages to this Agreement or a Joinder (or caused their
respective investment advisors, sub-advisors, or managers to execute and deliver
any such counterpart signature pages) to each of counsel to the Company Parties
and counsel to the GP (collectively, the "Consenting Senior Noteholders").
RECITALS
WHEREAS, the Company Parties, the GP, and the Consenting Senior Noteholders have
in good faith and at arm's length negotiated or been apprised of