0001176334-14-000174 Sample Contracts

Contract
Tolling Agreement • October 29th, 2014 • Martin Midstream Partners Lp • Wholesale-petroleum bulk stations & terminals • Texas

This 2013 Amended and Restated Tolling Agreement (“Agreement”), effective as of October 28, 2014, 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.”

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AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MONROE GAS STORAGE COMPANY, LLC (a Delaware Limited Liability Company)
Limited Liability Company Agreement • October 29th, 2014 • Martin Midstream Partners Lp • Wholesale-petroleum bulk stations & terminals • Delaware

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MONROE GAS STORAGE COMPANY, LLC (this “Agreement”), is executed as of May 31, 2011, by MGS Holding LLC, a Delaware limited liability company (the “Parent”), as the sole member of MONROE GAS STORAGE COMPANY, LLC, a Delaware limited liability company (the “Company”).

SECOND AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • October 29th, 2014 • Martin Midstream Partners Lp • Wholesale-petroleum bulk stations & terminals • Delaware

This Second Amendment to the Limited Liability Company Agreement (this “Amendment”) of Perryville Gas Storage LLC, a Delaware limited liability company (the “Company”), is entered into effective as of September 5, 2014 (the “Effective Date”), by Cardinal Gas Storage Partners LLC, a Delaware limited liability company (“Cardinal”), in its capacity as the sole member of the Company.

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
Third Supplemental Indenture • October 29th, 2014 • Martin Midstream Partners Lp • Wholesale-petroleum bulk stations & terminals

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.

AMENDMENT TO COMPANY AGREEMENT
Company Agreement • October 29th, 2014 • Martin Midstream Partners Lp • Wholesale-petroleum bulk stations & terminals • Texas

This Amendment to the Company Agreement (this “Amendment”) of Arcadia Gas Storage LLC, a Texas limited liability company (the “Company”), is entered into effective as of September 5, 2014 (the “Effective Date”), by Cardinal Gas Storage Partners LLC, a Delaware limited liability company (“Cardinal”), in its capacity as the sole member of the Company.

COMPANY AGREEMENT OF ARCADIA GAS STORAGE LLC
Company Agreement • October 29th, 2014 • Martin Midstream Partners Lp • Wholesale-petroleum bulk stations & terminals • Texas

This Company Agreement, is initially made and entered into this 27th day of December, 2006 as the COMPANY AGREEMENT OF ARCADIA GAS STORAGE LLC, a Texas limited liability company (the "Company"), by the undersigned Managers of the Company, and is as follows:

FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • October 29th, 2014 • Martin Midstream Partners Lp • Wholesale-petroleum bulk stations & terminals • Delaware

This First Amendment to Limited Liability Company Agreement (this “Amendment”) of Perryville Gas Storage LLC, a Delaware limited liability company (the “Company”), is entered into and effective as of April 14, 2010 (the “Effective Date”), by Perryville Gas Storage Holding LLC, a Delaware limited liability company, as the sole member of the Company (“Perryville Holdco”).

MARTIN MIDSTREAM PARTNERS L.P. MARTIN MIDSTREAM FINANCE CORP. and the Guarantors named herein 71/4% SENIOR NOTES DUE 2021 SECOND SUPPLEMENTAL INDENTURE DATED AS OF SEPTEMBER 30, 2014 WELLS FARGO BANK, NATIONAL ASSOCIATION, As Trustee
Second Supplemental Indenture • October 29th, 2014 • Martin Midstream Partners Lp • Wholesale-petroleum bulk stations & terminals

This SECOND SUPPLEMENTAL INDENTURE, dated as of September 30, 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.

FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • October 29th, 2014 • Martin Midstream Partners Lp • Wholesale-petroleum bulk stations & terminals • Delaware

This First Amendment to the Amended and Restated Limited Liability Company Agreement (this “Amendment”) of Monroe Gas Storage Company, LLC, a Delaware limited liability company (the “Company”), is entered into effective as of September 5, 2014 (the “Effective Date”), by Cardinal Gas Storage Partners LLC, a Delaware limited liability company (“Cardinal”), in its capacity as the sole member of the Company.

THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CARDINAL GAS STORAGE PARTNERS LLC
Limited Liability Company Agreement • October 29th, 2014 • Martin Midstream Partners Lp • Wholesale-petroleum bulk stations & terminals • Delaware

This Third Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Cardinal Gas Storage Partners LLC f/k/a Redbird Gas Storage LLC (the “Company”), dated October 27, 2014, is made by its undersigned sole member (the “Member”):

FIRST AMENDMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT OF CADEVILLE GAS STORAGE LLC
Limited Liability Company Agreement • October 29th, 2014 • Martin Midstream Partners Lp • Wholesale-petroleum bulk stations & terminals • Delaware

This First Amendment to Limited Liability Company Agreement (this “Amendment”) of Cadeville Gas Storage LLC, a Delaware limited liability company (the “Company”), is entered into and effective as of April 16, 2012 (the “Effective Date”), by Cadeville Gas Storage Holding LLC, a Delaware limited liability company, as the sole member of the Company (“Cadeville Holdco”).

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