AMENDMENT NO. 2 TO OMNIBUS AGREEMENTOmnibus Agreement • October 9th, 2012 • Martin Midstream Partners Lp • Wholesale-petroleum bulk stations & terminals
This AMENDMENT NO. 2 TO THE OMNIBUS AGREEMENT (this “Amendment”) is hereby adopted effective as of October 1, 2012 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, as amended (the “Omnibus Agreement”).
AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MARTIN MIDSTREAM PARTNERS L.P.Second Amended and Restated Agreement of Limited Partnership • October 9th, 2012 • Martin Midstream Partners Lp • Wholesale-petroleum bulk stations & terminals • Delaware
This Amendment No. 3 to the Second Amended and Restated Agreement of Limited Partnership (this “Amendment”) of Martin Midstream Partners L.P., a Delaware limited partnership (the “Partnership”), is executed effective as of the 2nd day of October, 2012, by Martin Midstream GP LLC, a Delaware limited liability company (the “General Partner”), as the sole general partner of the Partnership. Capitalized terms used herein but not defined shall have the meanings given them in that certain Second Amended and Restated Agreement of Limited Partnership, dated as of November 25, 2009 (as heretofore amended, the “Partnership Agreement”);
PURCHASE PRICE REIMBURSEMENT AGREEMENTPurchase Price Reimbursement Agreement • October 9th, 2012 • Martin Midstream Partners Lp • Wholesale-petroleum bulk stations & terminals • Texas
This Purchase Price Reimbursement Agreement (this “Agreement”) is made and entered into the 2nd day of October, 2012, by Martin Resource Management Corporation (“MRMC”) to and for the benefit of Martin Operating Partnership L.P. (“MOP”).
MEMBERSHIP INTERESTS PURCHASE AGREEMENT by and among MARTIN OPERATING PARTNERSHIP L.P., MARTIN MIDSTREAM PARTNERS L.P., MARTIN UNDERGROUND STORAGE, INC. and MARTIN RESOURCE MANAGEMENT CORPORATION October 2, 2012Membership Interest Purchase Agreement • October 9th, 2012 • Martin Midstream Partners Lp • Wholesale-petroleum bulk stations & terminals • Texas
This Membership Interests Purchase Agreement (the “Agreement”), dated as of October 2, 2012, is entered into by and among Martin Operating Partnership L.P., a Delaware limited partnership (the “Buyer”), Martin Underground Storage, Inc., a Texas corporation (the “Seller”), Martin Resource Management Corporation, a Texas corporation and the parent of the Seller (the “Guarantor”), and Martin Midstream Partners L.P., a Delaware limited partnership and the parent of the Buyer (the “Parent”). Capitalized terms used herein shall have the meanings set forth in Article VII.
