On February 8, 2023, Martin Midstream Partners L.P. and its wholly owned subsidiary, Martin Midstream Finance Corp. completed the sale of $400 million in aggregate principal amount of 11.500% senior secured second lien notes due 2028 pursuant to the terms of the purchase agreement, dated January 31, 2023 among the Issuers, the guarantors named therein and the initial purchasers named therein The Notes were issued under an Indenture, dated February 8, 2023 among the Issuers, the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee and as collateral agent. The Notes are guaranteed on a full and unconditional basis by each of the Partnership's current wholly owned subsidiaries and by certain of the Partnership's future subsidiaries.

The Notes and the guarantees are, pursuant to the Intercreditor Agreement, effectively junior to the Issuers' existing and future first-priority indebtedness to the extent of the value of the collateral securing such indebtedness, including indebtedness under the Partnership's revolving credit facility. The Notes and the guarantees rank effectively senior to all of the Issuers' existing and future senior unsecured indebtedness to the extent of the value of the collateral securing the Notes and the guarantees. Interest is payable on the Notes on February 15 and August 15 of each year beginning on August 15, 2023 until their maturity date of February 15, 2028.

At any time prior to August 15, 2025, the Issuers may redeem up to 35% of the aggregate principal amount of the Notes at a redemption price of 111.500% of the principal amount of the Notes redeemed, plus accrued and unpaid interest to the redemption date, with an amount not greater than the net cash proceeds of one or more equity offerings by the Partnership, so long as the redemption occurs within 180 days of completing such equity offering and at least 65% of the aggregate principal amount of the Notes remains outstanding immediately after such redemption. In addition, at any time prior to August 15, 2025, the Issuers may redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus an applicable make-whole premium and accrued and unpaid interest to the redemption date. On and after August 15, 2025, the Issuers may redeem all or a portion of the Notes at redemption prices in the Indenture, plus accrued and unpaid interest to the redemption date.

If a Change of Control occurs, the Partnership must offer to repurchase the Notes at a price equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest to the date of repurchase. The terms of the Indenture, among other things, limit the ability of the Partnership and certain of its subsidiaries to sell assets, make investments, create liens on assets, enter into sale and leaseback transactions, and consolidate, merge or transfer all or substantially all of its assets and the assets of its subsidiaries.