SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MARTIN MIDSTREAM PARTNERS L.P.Martin Midstream Partners Lp • December 1st, 2009 • Wholesale-petroleum bulk stations & terminals • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MARTIN MIDSTREAM PARTNERS L.P., dated as of November 25, 2009, is entered into by and among Martin Midstream GP LLC, a Delaware limited liability company, as the General Partner, and Martin Resource LLC, a Delaware limited liability company, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
TOLLING AGREEMENTTolling Agreement • December 1st, 2009 • Martin Midstream Partners Lp • Wholesale-petroleum bulk stations & terminals • Texas
This Tolling Agreement (“Agreement”), dated as of November 25, 2009 (“Effective Date”), is made by and between Martin Operating Partnership L.P., a Delaware limited partnership (“Owner”), and Cross Oil Refining & Marketing, Inc., a Delaware corporation (“Customer”), sometimes referred to individually as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED CONTRIBUTION AGREEMENT by and among MARTIN OPERATING PARTNERSHIP L.P. MARTIN MIDSTREAM PARTNERS L.P. CROSS OIL REFINING & MARKETING, INC. and MARTIN RESOURCE MANAGEMENT CORPORATION November 25, 2009Contribution Agreement • December 1st, 2009 • Martin Midstream Partners Lp • Wholesale-petroleum bulk stations & terminals • Texas
This Amended and Restated Contribution Agreement (the “Agreement”), dated as of November 25, 2009, is entered into by and among Martin Operating Partnership L.P., a Delaware limited partnership (the “Acquiror”), Cross Oil Refining & Marketing, Inc., a Delaware corporation (the “Contributor”), Martin Resource Management Corporation, a Texas corporation and the parent of the Contributor (the “Guarantor”), and Martin Midstream Partners L.P., a Delaware limited partnership and the parent of the Acquiror (the “Parent”). Capitalized terms used herein shall have the meanings set forth in Article VII.
AMENDMENT NO. 1 TO OMNIBUS AGREEMENTOmnibus Agreement • December 1st, 2009 • Martin Midstream Partners Lp • Wholesale-petroleum bulk stations & terminals
This AMENDMENT NO. 1 TO THE OMNIBUS AGREEMENT (this “Amendment”) is hereby adopted effective as of November 25, 2009 by Martin Resource Management Corporation, a Texas corporation (“MRMC”), Martin Midstream GP LLC, a Delaware limited liability company (the “General Partner”), Martin Midstream Partners L.P., a Delaware limited partnership (the “Partnership”) and Martin Operating Partnership L.P. (the “Operating Partnership”). Capitalized terms used but not defined herein are used as defined in the Omnibus Agreement, dated as of November 1, 2002, by and among MRMC, the General Partner, the Partnership and the Operating Partnership (the “Omnibus Agreement”).
AMENDED AND RESTATED COMMON UNIT PURCHASE AGREEMENTCommon Unit Purchase Agreement • December 1st, 2009 • Martin Midstream Partners Lp • Wholesale-petroleum bulk stations & terminals • Texas
This Amended and Restated Common Unit Purchase Agreement (this “Agreement”), effective as of November 24, 2009, is by and between Martin Midstream Partners L.P., a Delaware limited partnership (the “Seller”) and Martin Resource Management Corporation, a Texas corporation (the “Purchaser”).
