EXHIBIT 10.1

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, 2009

TABLE OF CONTENTS

		Page
ARTICLE I CONTRIBUTION OF ASSETS			1
1.1 Contribution of Assets			1
1.2 Retained Assets; Retained Refinery Related Assets			2
1.3 Post-Closing Liabilities			4
1.4 Pre-Closing Liabilities			4
1.5 Nonassignable Licenses			6
1.6 Consideration			6
1.7 Taxes; Apportionments; Post-Closing Adjustments			7
1.8 Conditions Precedent and Time and Place of Closing			8
1.9 Execution and Delivery of Documents of Title			8
1.10 Closing Deliveries			9
ARTICLE II REPRESENTATIONS OF THE CONTRIBUTOR AND THE GUARANTOR			12
2.1 Organization			12
2.2 Execution and Delivery			12
2.3 Authority			13
2.4 No Conflicts			13
2.5 Governmental Approvals and Filings			14
2.6 Books and Records			14
2.7 Financial Statements			14
2.8 Absence of Changes			15
2.9 No Undisclosed Liabilities			15
2.10 Taxes			15
2.11 Legal Proceedings			16
2.12 Compliance With Laws and Orders			16
2.13 Real Property			17
2.14 Tangible Personal Property; Contributed Assets			18
2.15 Intellectual Property Rights			18
2.16 Contracts			18
2.17 Licenses			19
2.18 Insurance			19
2.19 Environmental Matters			19
2.20 Substantial Customers			21
2.21 No Powers of Attorney			21
2.22 Solvency			21
2.23 Government Contracts			21
2.24 Performance of Refining and Other Activities			21
2.25 Investment Representations			22
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR			22
3.1 Organization			22
3.2 Execution and Delivery			22
3.3 Authority			23

		Page
3.4 No Conflicts			23
3.5 Governmental Approvals and Filing			23
3.6 Units			23
3.7 Parent Disclosures			24
ARTICLE IV COVENANTS			24
4.1 Confidentiality			24
4.2 Reacquisition Option			24
4.3 Cooperation by the Parties			27
ARTICLE V INDEMNIFICATION			29
5.1 Indemnification by the Contributor and the Guarantor			29
5.2 Indemnification by the Acquiror			29
5.3 Procedures for Indemnification			30
5.4 Survival			32
5.5 Limitations on Indemnification			32
5.6 Inconsistent Provisions			33
5.7 Right to Indemnification Not Affected by Knowledge			33
5.8 SCOPE AND EXPRESS NEGLIGENCE AND STRICT LIABILITY			33
ARTICLE VI MISCELLANEOUS			33
6.1 Expenses			34
6.2 Notices			34
6.3 Amendments			35
6.4 Waiver			35
6.5 Headings			35
6.6 Nonassignability			35
6.7 Parties in Interest			36
6.8 Counterparts			36
6.9 Governing Law; Consent to Jurisdiction			36
6.10 Severability			36
6.11 Entire Agreement			36
6.12 English Language			37
6.13 Brokers			37
ARTICLE VII DEFINITIONS			37
7.1 Definitions			37
7.2 Other Terms			43
7.3 Other Definitional Provisions			43

Exhibits

Exhibit A		—		Ingress/Egress Easement
Exhibit B		—		Form of Title Commitment
Exhibit C		—		Form of Survey (Including Surveyor Certification)
Exhibit D		—		Terms of Subordinated Units
Exhibit E		—		Bill of Sale
Exhibit F		—		Special Warranty Deed
Exhibit G		—		Noncompetition Agreement
Exhibit H		—		Tolling Agreement
Disclosure Schedule
Section 1.1(a)				Tangible Property
Section 1.1(b)				Owned Real Property
Section 1.1(d)				Assigned Licenses
Schedule 1.7(b)				Certain Prepaid Rents and Deposits
Section 2.3				Authority
Section 2.4				No Conflicts
Section 2.5				Governmental Approvals
Section 2.7				Financial Statements
Section 2.8				Absence of Changes
Section 2.9				Undisclosed Liabilities
Section 2.11				Legal Proceedings
Section 2.13				Real Property
Section 2.14				Tangible Personal Property
Section 2.15				Intellectual Property Rights
Section 2.17				Licenses
Section 2.18				Insurance
Section 2.19				Environmental
Section 2.20				Substantial Customers

AMENDED AND RESTATED

CONTRIBUTION AGREEMENT

     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.

RECITALS

     WHEREAS, the Acquiror, the Parent, the Contributor and the Guarantor are parties to that certain Contribution Agreement dated November 4, 2009 (the “Initial Agreement”); and

     WHEREAS, the Acquiror, the Parent, the Contributor and the Guarantor have determined that it is in their respective best interests for the Contributor to contribute to the Parent and for the Parent to contribute to the Acquiror, and for the Acquiror to acquire and accept, certain of the Contributor’s assets relating to the Contributor’s naphthenic lube refinery (the “Refinery”) located in Ouachita County, Arkansas, on the terms and conditions contained in this Agreement (the “Contribution”); and

     WHEREAS, in order to more efficiently effect the Contribution, the Parties have agreed that the Contributor shall, at the direction of the Parent, make a direct assignment of the Contributed Assets to the Acquiror; and

     WHEREAS, the Parties intend for the Contribution to be treated for U.S. federal and state income tax purposes as a contribution of property by the Contributor to the Parent in exchange for Units of the Parent as described in Section 721(a) of the Internal Revenue Code of 1986, as amended (the “Code”); and

     WHEREAS, the Parties desire to make certain representations, warranties, covenants and agreements in connection with the Contribution; and

     WHEREAS, this Agreement amends and restates in its entirety the Initial Agreement;

     NOW THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements set forth herein, the Contributor, the Acquiror, the Guarantor and the Parent agree as follows:

ARTICLE I
CONTRIBUTION OF ASSETS

     1.1 Contribution of Assets .

     Upon the terms and subject to the conditions contained in this Agreement, at the Closing the Contributor, in exchange for the delivery of the Contribution Consideration by the Parent to the Contributor, shall contribute, assign, transfer and convey to the Acquiror, and the Acquiror shall acquire and accept from the Contributor, the following assets of the Contributor relating to the Refinery, free and clear of all Liens except Permitted Liens, and excluding the Retained Assets (collectively, the “Contributed Assets”):

     (a) all tangible assets, personal property, fixtures and equipment listed in Section 1.1(a) of the Disclosure Schedule (the “Tangible Property”);

     (b) all tracts or parcels of land listed and described in Section 1.1(b) of the Disclosure Schedule, together with (i) any reversionary rights attributable thereto; (ii) all claims or demands whatsoever of the Contributor either in law or in equity in or to such land; (iii) all buildings, improvements, fixtures, storage tanks, pipelines, valves, meters, measurement stations, equipment, electrical facilities, storage and shipping facilities, transformers, power lines, rectifiers, busbars, housings, circuit breakers and all other fixed assets, fixtures and equipment of every type and description owned by the Contributor and located on or affixed or attached to such land (collectively, the “Owned Real Property”);

     (c) any and all of the Contributor’s Books and Records that relate principally to the Contributed Assets (the “Assigned Books and Records”), excluding any Books and Records of the Contributor that relate principally to (i) organizational or governance proceedings of the Contributor, (ii) the Retained Assets or (iii) the Pre-Closing Liabilities;

     (d) subject to Section 1.5 , the Licenses that relate to the ownership or operation of the Contributed Assets listed in Section 1.1(d) of the Disclosure Schedule (the “Assigned Licenses”);

     (e) all of the Contributor’s rights and interest in insurance proceeds that may be payable in respect of the Contributed Assets under the insurance policies of the Contributor, excluding any insurance proceeds payable in respect of the Retained Assets (“Insurance Proceeds”);

     (f) all liens and security interests in favor of the Contributor, whether choate or inchoate, under any law, rule or regulation arising from the ownership, operation or use of any of the Contributed Assets; and

     (g) all of the Contributor’s rights and interest pertaining to any counterclaims, set-offs, third party indemnities or defenses that the Contributor may have with respect to the Post-Closing Liabilities or the Contributed Assets.

     1.2 Retained Assets; Retained Refinery Related Assets.

     (a) The Contributor will retain ownership of all assets not specifically identified in Section 1.1 as Contributed Assets (collectively, the “Retained Assets”), including, without limitation items of working capital (including Stock and Product in

storage or in the process of being refined), all supply and sales contracts, and all receivables.

     (b) For the avoidance of doubt, the Retained Assets shall specifically include as they relate to the Contributed Assets (i) all of the interest of the Contributor in any land in the beds of any public streets, public roads or public waterways in front of or adjoining (but not located on) such land; (ii) any easements, licenses or rights-of-way appurtenant to such land and all water, wastewater, sewer, sanitary sewer and other utility rights related to such land; and (iii) all buildings, improvements, fixtures, storage tanks, pipelines, valves, meters, measurement stations and equipment, electrical facilities, storage and shipping facilities, transformers, power lines, rectifiers, busbars, housings, circuit breakers and all other fixed assets, fixtures and equipment of every type and description owned by the Contributor and used in connection the Owned Real Property, but not located thereon (collectively, the “Retained Refinery Related Assets”).

     (c) As part of the Contribution, the Contributor hereby grants to the Acquiror (as well as any transferee thereof that acquires the entirety of the Contributed Assets from the Acquiror), solely in connection with and during the term of the Acquiror’s or such transferee’s ownership of the Contributed Assets, the right to receive necessary support and services through the use, access and operation of the Retained Refinery Related Assets. The use and operation of and access to the Retained Refinery Related Assets by the Acquiror or such transferee shall be coordinated by and through officers of the Guarantor and the Parent, acting in good faith. Any disputes regarding such use, access and operation shall be promptly resolved by the respective Boards of Directors of the Guarantor and the Parent, or in the event of a transferee, the board of directors (or similar governing body) of such transferee, with the Conflicts Committee of Parent having the right to have a representative present at any discussions with respect to such resolution. While the Tolling Agreement is in effect, such support and services shall be provided by the Contributor as incidental services in connection with the refining of the Contributor’s product and without any compensation. Upon the termination of the Tolling Agreement, the Contributor, or any transferee of the Contributor, will provide the support and services to the Acquiror, or any successor of the Acquiror, pursuant to mutually agreeable commercial terms that are consistent with similarly situated service providers. The Contributor agrees that it will cause any transferee or successor of the Contributor to be bound by the provisions of this subsection (c) through the execution of an agreement by such transferee or successor and the Acquiror or Acquiror’s successor. In addition, the Contributor agrees that it will not place any Liens on any of the Retained Refinery Related Assets unless the Contributor has delivered to the Owner a subordination agreement, in a form reasonably satisfactory to the Owner, reflecting that the Owner’s rights under this Section 4.4 will not be affected by such Lien.

     (d) As a further part of the Contribution, the Contributor shall provide the Acquiror (as well as any transferee thereof that acquires the entirety of the Contributed Assets from the Acquiror), with a recordable ingress/egress easement, substantially in the form attached hereto as Exhibit A , with such changes as are reasonably necessary and requested by Acquiror and agreed to by Contributor, that will permit the Acquiror or such transferee to access the Owned Real Property through and over specified portions of the

Contributor’s real property included as part of the Retained Assets in connection with the Acquiror’s or such transferee’s ownership, use and operation of the Contributed Assets (the “Ingress/Egress Easement”).

     1.3 Post-Closing Liabilities.

          Subject to the terms and conditions of this Agreement, at Closing, the Acquiror will assume and agree to pay, perform and discharge when due from and after the Closing Date only the following obligations and Liabilities (collectively, the “Post-Closing Liabilities”):

     (a) any obligations or Liabilities that initially occur and are attributable solely to the period after Closing (and that do not relate to arise out of any breach of any representation of the Contributor and the Guarantor hereunder) in respect of the Assigned Licenses transferred and assigned to Acquiror hereunder in conformity with the provisions of such Assigned Licenses; and

     (b) any obligations or Liabilities that pertain to the ownership, operation or use of the Contributed Assets by the Acquiror arising from any acts, omissions, events, conditions or circumstances that initially occur and are solely attributable to the period after the Closing.

     The Contributor agrees to satisfy and discharge all obligations and Liabilities that are not assumed by Acquiror pursuant to the terms of this Agreement, whether known as of the date hereof or thereafter determined, including the Pre-Closing Liabilities. The Contributor represents and warrants to the Acquiror that all payments due and all obligations to be performed prior to or as of the Closing Date in respect of the Assigned Licenses and the other Contributed Assets have been timely made and performed.

     1.4 Pre-Closing Liabilities.

     It is expressly understood and agreed that the Acquiror shall not be obligated to pay, perform or discharge, and the Contributor shall retain, all obligations and Liabilities of the Contributor other than the Post-Closing Liabilities, including, without limitation, the following (collectively, the “Pre-Closing Liabilities”):

     (a) Liabilities of the Guarantor and the Contributor relating to indebtedness for borrowed money or bonds (including, without limitation, industrial revenue bonds, that in any respect relate to the Contributed Assets) whether or not such Liabilities are reflected on the Financial Statements and all other Liabilities of the Guarantor and the Contributor not disclosed on the Financial Statements;

     (b) Liabilities resulting from, constituting or relating to a breach of any of the representations, warranties, covenants or agreements of the Contributor or the Guarantor under this Agreement or any of the Related Agreements;

     (c) Liabilities for any federal, state, local, foreign or other Taxes of the Guarantor and the Contributor (i) incurred or relating to periods ending on or prior to the Closing, (ii) arising in connection with the consummation of the transactions

contemplated by this Agreement or any of the Related Agreements, or (iii) arising or relating to any of the Retained Assets;

     (d) notwithstanding Section 2.19 , Liabilities for all environmental, ecological, natural resource, health, safety, products liability or other Claims, conditions or obligations pertaining to the Guarantor or the Contributor or the Contributed Assets that relate to time periods, circumstances, acts, omissions or events occurring prior to the Closing, including, without limitation, any and all Losses (i) resulting from or arising out of any Environmental Action that relates to any violations of Environmental Laws or Environmental Permits on or prior to the Closing or (ii) incurred as a result of the presence of any Hazardous Materials at, in, on, under or around any of the Contributed Assets or other facilities of the Guarantor of the Contributor on or prior to the Closing, or the disposal of any Hazardous Materials generated in connection with the Contributed Assets prior to the Closing (including, without limitation, any investigation, monitoring, containment, remediation, cleanup or removal thereof after the Closing);

     (e) Liabilities for warranty claims, quality-related claims or other similar claims arising out of or relating to events or circumstances on or prior to the Closing and relating to the Contributed Assets;

     (f) Liabilities based on any actual or alleged tortuous or illegal conduct by or on behalf of the Guarantor, the Contributor or their respective its Affiliates, shareholders, officers, directors, independent contractors or agents;

     (g) Liabilities incurred by the Guarantor or the Contributor in connection with the negotiation, execution or performance of this Agreement or any of the Related Agreements, including, without limitation, all legal, accounting, brokers’, finders’ and other professional fees and expenses;

     (h) Liabilities incurred by the Guarantor or the Contributor after the Closing, including Liabilities relating to the Retained Assets;

     (i) Liabilities with respect to any of the Guarantor’s or the Contributor’s employees (and employees of their respective Affiliates), including, without limitation, wages, salaries, federal withholding and social security taxes, worker’s compensation, unemployment compensation, employee benefit plans, termination costs, accrued vacation and Liabilities under any employee benefit plans, all in any way relating to (i) events occurring on, prior to or after the Closing, and (ii) the employment of employees by the Guarantor or the Contributor or their respective Affiliates regardless of when any Claim relating to any such Liabilities may arise;

     (j) Liabilities, including any Liability pursuant to any Claim, litigation or proceeding (other than those for which either the Contributor is being indemnified by the Acquiror hereunder), that pertain to (i) contractual or other obligations of the Guarantor or the Contributor or (ii) the ownership or operation of the Contributed Assets, in each case arising from any acts, omissions, events, conditions or circumstances occurring on or before or relating to or attributable to the period on or before the Closing;

     (k) Liabilities relating to the Owned Real Property and/or any agreements, easements, rights of way or other restrictions encumbering the Owned Real Property arising out of or relating or attributable to events or circumstances on or prior to the Closing;

     (l) Liabilities, Losses, and costs related to providing studies and reports for and obtaining proper and timely assignment, transfer or new application by Acquiror for applicable Licenses;

     (m) Liabilities and Losses due to the Contributed Assets not being in good working order and in compliance with applicable Laws as of the date of Closing; and

     (n) Liabilities, Losses and all costs related to repair or replacement of existing equipment and improvements and acquisition and installation of new equipment required because of a future re-interpretation of Laws (but not necessarily the relevant interpretations thereof) that were in existence as of the date of Closing.

     1.5 Nonassignable Licenses.

     If any Assigned Licenses are not by their respective terms assignable, the Contributor agrees to use its reasonable best efforts to obtain, or cause to be obtained, prior to the Closing Date, any written consents necessary to convey to the Acquiror the benefit thereof. The Acquiror shall cooperate with the Contributor, in such manner as may be reasonably requested, in connection therewith, including, without limitation, discussions and negotiations with all Persons with the authority to grant or withhold consent. To the extent that any such consents cannot be obtained, the Contributor and the Acquiror will use their reasonable best efforts (but in no event shall the Contributor or the Acquiror be required to pay any amounts in connection therewith) to take such actions as may be possible without violation or breach of any such nonassignable Assigned Licenses to effectively grant the Acquiror the economic benefits of such Assigned Licenses.

     1.6 Consideration.

     Upon the terms and subject to the conditions contained in this Agreement, at the Closing the Parent, in exchange for the conveyance of the Contributed Assets by the Contributor to the Acquiror, shall issue and deliver to the Contributor, and the Contributor shall acquire and accept from the Parent, the following consideration, free and clear of all Liens except Permitted Liens (collectively, the “Contribution Consideration”):

     (a) the number of Common Units of the Parent (having the rights and terms specified in the Parent’s governing partnership documentation) determined by dividing $22,500,000 by the Unit Market Price; and

     (b) the number of Subordinated Units of the Parent (having the rights and terms specified in Exhibit D attached hereto) determined by dividing $22,500,000 (as reduced for any adjustments required under Section 1.8(b) ) by 90% of the Unit Market Price.

Any Units delivered to the Contributor hereunder shall be “restricted securities” within the meaning of federal and state securities laws and the Contributor acknowledges and agrees that such Units will not be freely tradable and may not be sold, pledged (other than a pledge to Amegy Bank National Association in its capacity as administrative agent under the Contributor’s Credit Agreement), gifted or otherwise transferred or disposed of unless any such transaction is registered or qualified under applicable federal and state securities laws or such transaction is exempt from such registration or qualification as evidenced by a written opinion of counsel addressed to the Parent, which counsel and opinion shall be reasonably acceptable to the Parent. Any certificate representing such Units will bear a restrictive legend to the foregoing effects. In the event that the Contributor is entitled to any fractional Units based upon the calculation of the number of Units to be delivered pursuant to this Section 1.6, such fractional Units shall be rounded to the nearest whole number and the Contributor shall be entitled to received a number of Units equal to such whole number.

     1.7 Taxes; Apportionments; Post-Closing Adjustments .

     (a) All sales, use, transfer, filing, recordation, registration and similar Taxes and fees arising from or associated with the transactions contemplated by this Agreement, whether levied on the Acquiror or the Contributor or their respective Affiliates, shall be paid by the Contributor, and the Contributor shall file all necessary documentation with respect to, and make all payments of, such Taxes and fees on a timely basis.

     (b) At the Closing, the following items (which are described and quantified in Schedule 1.7(b) ), to the extent they relate to the Contributed Assets and except as otherwise provided for in this Agreement, shall be apportioned as of 11:59 p.m. on the day preceding the Closing Date: property taxes, rents, prepayments from customers, prepayments to suppliers and other prepayments, deposits and expenses under any of the Assigned Licenses; and such other items as are customarily apportioned in connection with the sale of similar property, all such items prior to such time being for the account of the Contributor and all such items after such time being for the account of the Acquiror. At the Closing, the dollar amount of Subordinated Units set forth in Section 1.6(b) shall be reduced by the amount owing by Contributor under this Section 1.7(b) . If any such items cannot accurately be apportioned at the Closing or prior thereto, or if it is later determined that such apportionment at Closing was not accurate, such items shall be apportioned or reapportioned, as the case may be, as soon as practicable after the Closing Date or the date on which the apportionment error is discovered, as applicable, but in no event more than 120 days after the Closing Date. Any amounts received by, or other consideration given to, the Parent or the Acquiror after the Closing with respect to the Retained Assets or the operation of to the Contributed Assets prior to the Closing shall be held by the Parent or the Acquiror in trust for the Contributor until promptly paid to the Contributor. Likewise, any amounts received by, or other consideration given to, the Guarantor or the Contributor after the Closing with respect to the Contributed Assets or the operation of the Contributed Assets after the Closing shall be held by the Guarantor or the Contributor in trust for the Acquiror until promptly paid to the Acquiror.

     1.8 Conditions Precedent and Time and Place of Closing.

     (a) Acquiror’s and Parent’s obligation to close this transaction is conditioned upon each of the following having occurred:

     (i) Delivery of a certificate from Contributor and Guarantor that all Contributed Assets are in good working order and in compliance with applicable Laws;

     (ii) Delivery of written confirmation from Contributor and Guarantor that all Licenses required for Acquiror’s operation of the Contributed Assets have been, at Contributor’s and Guarantor’s cost, obtained and/or properly assigned over to Acquiror such that it can legally operate the Contributed Assets in the manner necessary to provide the services to Contributor hereunder.

Notwithstanding the foregoing conditions to Closing, Acquiror and Parent can, in their sole and exclusive discretion, waive, modify or accept partial completion of the respective conditions if Contributor and Guarantor provide an indemnity and post closing completion agreement in form acceptable to Acquiror and Parent wherein Contributor and Guarantor agree to (y) indemnify, defend and hold Acquiror and Parent and their respective subsidiaries and affiliates harmless from Liabilities and Losses arising out of operation of the respective Contributed Assets for which licensing is required but which has not been obtained or which have not been placed in good working order and in compliance with applicable Laws; and (z) diligently continue to seek to obtain the assignment of the necessary Licenses and to complete the required repairs, replacements and improvements to the Contributed Assets. These obligations and indemnities shall survive Closing, termination and expiration of this Agreement.

     (b) The closing of the transactions described in this Article I (the “Closing”) shall take place at the offices of Baker Botts L.L.P., 2001 Ross Avenue, Suite 1100, Dallas, Texas 75201 at 10:00 a.m., Central Time, on November 25, 2009, or at such other place or time as the parties hereto may agree. The date upon which the Closing actually occurs is hereinafter referred to as the “Closing Date.” Subject to the occurrence of the Closing, all transactions hereunder shall be deemed to have occurred as of 12:01 a.m., Central Time, on the Closing Date.

     1.9 Execution and Delivery of Documents of Title.

     At the Closing, the Contributor and the Acquiror shall execute and deliver a Bill of Sale, in the form attached hereto as Exhibit E (the “Bill of Sale”), a Special Warranty Deed, in the form attached hereto as Exhibit F (the “Deed”), and the Ingress/Egress Easement. In addition, the Contributor will execute and deliver to the Acquiror such deeds, conveyances, certificates of title, assignments, assurances and other instruments and documents as the Acquiror and/or the Title Company may reasonably request in order to effect the contribution, conveyance and transfer of the Contributed Assets from the Contributor to the Acquiror. Such instruments and documents shall be sufficient to convey to the Acquiror title to the Contributed Assets, free and clear of any Liens other than Permitted Liens. The Contributor will, from time to time after the

Closing Date, take such additional actions and execute and deliver such further documents as the Acquiror may reasonably request in order more effectively to contribute, transfer and convey the Contributed Assets to the Acquiror and to place the Acquiror in position to operate and control all of the Contributed Assets.

     1.10 Closing Deliveries.

     (a) At the Closing, the Guarantor or the Contributor, as applicable, shall execute and deliver, or cause to be executed and delivered, to the Parent and the Acquiror, as applicable:

     (i) Duly executed copies of all consents, approvals and releases required for the consummation of the transactions contemplated by this Agreement and the Related Agreements and to permit the Acquiror to acquire all of the Contributed Assets, without violating any Contract or License of the Contributor or any Laws, including, without limitation, Environmental Laws, Environmental Permits and any other requirement of any Governmental or Regulatory Authority. Additionally, any financing statement terminations and/or releases shall have been filed as necessary to remove any Liens applicable to the Contributed Assets;

     (ii) Prior to the date of this Agreement, the Contributor has delivered to the Acquiror (A) a commitment for a title policy issued by Title Guaranty Company, El Dorado, Arkansas (the “Title Company”) with respect to the Owned Real Property, insuring title of the Owned Real Property (and specifically insuring as an insured parcel any easements benefiting the Owned Real Property) to be in the Acquiror as of the Closing Date, subject only to those exceptions approved by the Acquiror in writing and (B) copies of the title exception documents referenced in the commitments with respect thereto. Prior to the Closing, the Acquiror will submit any reasonable objections it has with respect to such exceptions that are noted in the commitment. Based on the foregoing, the Contributor and the Acquiror will cooperate to mutually agree upon the final form of such title commitment which shall be substantially in the form attached hereto as Exhibit B (the “Title Commitment”). At the Closing, the Contributor shall provide to the Acquiror an ALTA Owner’s Policy of Title Insurance in the form contemplated by the Title Commitment (the “Owner’s Policy”), together with a mortgagee’s policy (the “Mortgagee Policy”) in favor of the Royal Bank of Canada, as administrative agent under the Parent’s credit facility, with such endorsements as are specified in the Title Commitment and as may be reasonably requested by such administrative agent (the Owner’s Policy and the Mortgagee’s Policy being referred to herein collectively as, the “Title Policies”), issued by the Title Company and insuring the Owned Real Property (and specifically insuring as an insured parcel any easements benefiting the Owned Real Property), subject only to those exceptions previously approved by the Acquiror in writing, in the aggregate amount of $45,000,000. The Contributor shall be responsible for the payment of all costs and expenses associated the Owner’s Policy, and the Acquiror shall be responsible for the payment of all costs and expenses associated

with the Mortgagee Policy. The Contributor shall deliver to the Acquiror and the Title Company any further affidavits, agreements, current survey(s) and assurances necessary to issue the Title Policies;

     (iii) Prior to the date of this Agreement, the Contributor, at its expense, has delivered to the Acquiror a current survey of the Owned Real Property made by a registered professional land surveyor that meets the requirements of the Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys jointly established by the American Land Title Association, the American Congress on Surveying and Mapping and the National Society of Professional Surveyors. Prior to the date of this Agreement, the Acquiror has submitted any objections it had with respect to such survey. Based on the foregoing, the Contributor and the Acquiror will cooperate to mutually agree upon the final form of such survey, including the form of surveyor certification noted thereon, which shall be in substantially the form attached hereto as Exhibit C (the “Survey”). At the Closing, the final form of the Survey shall be delivered by the Contributor to the Acquiror;

     (iv) All consents, approvals and/or waivers necessary to assign or transfer to the Acquiror any and all assignable or transferable Contracts, Licenses, Environmental Permits or other permissions of Governmental or Regulatory Authorities;

     (v) Certification of the Contributor’s non-foreign status as set forth in Treasury Regulation Section 1.1445-2(b);

     (vi) The documents contemplated by Section 1.9 of this Agreement;

     (vii) Written instruments in form and substance reasonably acceptable to Acquiror pursuant to which all liens and security interests granted by the Contributor or the Guarantor with respect to the Contributed Assets are terminated and released and authorizing the filing of all UCC-3 termination statements which may be necessary or appropriate to evidence any such termination and release;

     (viii) Certified resolutions of the board of directors of the Contributor and the Guarantor authorizing the transactions described herein and in the Related Agreements;

     (ix) A cross receipt evidencing receipt of the Units representing the Contribution Consideration from the Parent;

     (x) A certificate executed by the Contributor and the Guarantor to the effect that each of the Contributor’s and the Guarantor’s representations and warranties contained herein is true, complete and accurate in all respects as of the Closing Date as if made on the Closing Date and that the Guarantor and the Contributor have complied with all of their respective covenants to be performed hereunder prior to Closing

     (xi) A copy of the certificate previously executed by the Contributor and the Guarantor on the date of this Agreement, and reconfirmed by such parties as of the Closing Date, to the effect that, at the Closing Date, the transactions contemplated by this Agreement shall not result in any balance sheet impairment to the Guarantor;

     (xii) A copy of the prior opinion of Raymond James & Associates, Inc. dated as of the date of this Agreement, stating that the consideration collectively received by the Contributor and the Guarantor in connection with the contribution of the assets under this Agreement, is fair, from a financial point of view, to the Contributor and Guarantor, collectively;

     (xiii) Such further instruments and documents, normal and customary for transactions such as those contemplated by this Agreement, as may be reasonably required for the Parent and the Acquiror to consummate the transactions contemplated hereby, including, without limitation, certificates issued by the appropriate Governmental or Regulatory Authorities in the Guarantor’s or the Contributor’s jurisdiction of incorporation, certifying the valid existence and good standing of the Guarantor and the Contributor;

     (xiv) The Noncompetition Agreement, in the form attached hereto as Exhibit G (the “Noncompetition Agreement”);

     (xv) The Tolling Agreement, the form attached hereto as Exhibit H (the “Tolling Agreement”); and

     (xvi) An amendment to the Omnibus Agreement revising the definition of the term “Business” used therein to include the refining of crude oil into Products as defined in the Tolling Agreement.

     (b) At the Closing, the Acquiror and the Parent, as applicable, shall execute and deliver, or cause to be executed and delivered, to the Guarantor and the Contributor, as applicable:

     (i) The certificates for the Units representing the Contribution Consideration to be issued by the Parent to the Contributor, together with any amendments to the organizational documents of Parent required in connection with the issuance of the Units;

     (ii) The Noncompetition Agreement;

     (iii) The Tolling Agreement;

     (iv) Certified resolutions of each of the general partner of the Acquiror and the Parent authorizing the transactions described herein and in the Related Agreements;

     (v) Certified resolutions of the Conflicts Committee of the board of directors of the general partner of the Parent authorizing the transactions described herein and in the Related Agreements and stating that such transactions are fair and reasonable to the Parent;

     (vi) A certificate executed by the Acquiror and the Parent to the effect that each of the Acquiror’s and the Parent’s representations and warranties contained herein is true, complete and accurate in all respects as of the Closing Date as if made on the Closing Date and that Parent and the Acquiror have complied with all of their respective covenants to be performed hereunder prior to Closing;

     (vii) A copy of the prior opinion of Houlihan Lokey Howard & Zukin Financial Advisors, Inc. (“Houlihan Lokey”), dated as of the date of this Agreement, stating that the consideration to be received by the Parent in exchange for the issuance of the Units pursuant to the Agreement is fair to the Parent from a financial point of view, together with confirmation by Acquiror and Parent that Houlihan Lokey has not withdrawn, modified or qualified such opinion; and

     (viii) Such further instruments and documents, normal and customary for transactions such as those contemplated by this Agreement, as may be reasonably required for the Guarantor and the Contributor to consummate the transactions contemplated hereby.

ARTICLE II
REPRESENTATIONS OF THE CONTRIBUTOR AND THE GUARANTOR

     In order to induce the Parent and the Acquiror to enter into this Agreement, the Contributor and the Guarantor, jointly and severally, hereby make the representations and warranties set forth below. The Guarantor and the Contributor have delivered to the Parent and the Acquiror the Disclosure Schedule on the date of this Agreement. The disclosures in the Disclosure Schedule relate only to the representations and warranties in the section of this Agreement to which they expressly relate and not to any other representation or warranty in this Agreement. Except as expressly set forth in those sections of the Disclosure Schedule corresponding to the sections below:

     2.1 Organization.

     Each of the Contributor and the Guarantor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation. Each of the Contributor and the Guarantor has full power, authority and capacity to execute and deliver this Agreement and the Related Agreements to which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.

     2.2 Execution and Delivery.

     The execution, delivery and performance of this Agreement and the Related Agreements by each of the Contributor and the Guarantor and the consummation of the transactions

contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of the Contributor and the Guarantor, and no other corporate action on the part of the Contributor or the Guarantor is necessary to authorize the execution, delivery and performance of this Agreement and the Related Agreements by the Contributor and the Guarantor and the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by the Contributor and the Guarantor and constitutes, and upon the execution and delivery by the Contributor of the Related Agreements, the Related Agreements will constitute, the legal, valid and binding obligations of the Contributor and the Guarantor, as the case may be, enforceable against each of them in accordance with their terms, assuming valid execution and delivery of this Agreement and the Related Agreements by the Acquiror, and except as enforceability may be limited by bankruptcy, insolvency, reorganizations, moratorium or other Laws affecting creditors’ rights generally.

     2.3 Authority.

     (a) The Contributor has full corporate power and authority to own and operate the Contributed Assets. The Contributor is duly qualified, licensed or admitted to do business and is in good standing in those jurisdictions specified in Section 2.3 of the Disclosure Schedule, which are the only jurisdictions in which the ownership, use or leasing of its assets and properties or the conduct or nature of its business, makes such qualification, licensing or admission necessary. The name of each director and officer of the Contributor on the date hereof, and the position with the Contributor held by each, are listed in Section 2.3 of the Disclosure Schedule. The Contributor has, prior to the execution of this Agreement, delivered to the Acquiror true and complete copies of its certificate of incorporation and bylaws as in effect on the date hereof.

     (b) The Contributor does not presently own, of record or beneficially, or control, directly or indirectly, any capital stock, securities convertible into or exchangeable for capital stock or any other equity interest in any Person that has an interest, either beneficially or of record, in any of the Contributed Assets (individually, a “Subsidiary”).

     (c) The Guarantor owns, beneficially and of record, all of the outstanding capital stock of the Contributor.

     2.4 No Conflicts.

     The execution and delivery by the Contributor and the Guarantor of this Agreement and the Related Agreements, the performance of their respective obligations under this Agreement and such Related Agreements and the consummation of the transactions contemplated hereby and thereby do not and will not:

     (a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the applicable certificate of incorporation or bylaws of the Contributor or the Guarantor;

     (b) subject to obtaining the consents, approvals and actions, making the filings and giving the notices disclosed in Section 2.4 of the Disclosure Schedule, conflict with

or result in a violation or breach of any term or provision of any License, Law or Order applicable to the Contributor, the Guarantor or any of the Contributed Assets; or

     (c) except as disclosed in Section 2.4 of the Disclosure Schedule, (i) conflict with or result in a violation or breach of, (ii) constitute (with or without notice or lapse of time or both) a default under, (iii) require the Contributor or the Guarantor to obtain any consent, approval or action of, make any filing with or give any notice to any Person as a result or under the terms of, (iv) result in or give to any Person any right of termination, cancellation, acceleration or modification in or with respect to, (v) result in or give to any Person any additional rights or entitlement to increased, additional accelerated or guaranteed payments under, or (vi) result in the creation or imposition of any Lien upon the Contributor or any of the Contributed Assets under any Contract or License to which the Contributor or Guarantor is a party or by which any of the Contributor’s or Grantor’s Assets or Properties are bound.

     2.5 Governmental Approvals and Filings.

     Except as set forth in Section 2.5 of the Disclosure Schedule, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority on the part of the Contributor or the Guarantor is required in connection with the execution, delivery and performance of this Agreement or any of the Related Agreements or the consummation of the transactions contemplated hereby or thereby.

     2.6 Books and Records.

     The Assigned Books and Records of the Contributor as provided to the Acquiror prior to the execution of this Agreement are true and complete and have been maintained in accordance with sound business practices.

     2.7 Financial Statements.

     (a) Attached hereto as Section 2.7 of the Disclosure Schedule are true and complete copies of the following financial statements: (i) an audited balance sheet as of, and audited statements of income, cash flow and stockholders’ equity of the Contributor for, the year ended December 31, 2008, (ii) an unaudited balance sheet as of, and unaudited statements of income, cash flow and stockholders’ equity of the Contributor for, the eight months ended August 31, 2009, and (iii) unaudited financial statements relating to the Refinery’s operations as of and for the eight month period ended August 31, 2009 (collectively, the “Financial Statements”).

     (b) The Financial Statements (i) are true, accurate, correct and complete and in accordance with the books and records of the Contributor, (ii) represent bona fide transactions effected in the ordinary course of business, (iii) do not affect any write-ups or write-downs that are not disclosed in the accompanying footnotes, and (iv) have been prepared in accordance with GAAP and fairly present in all material respects the financial condition and results of operations of the Contributor as of the respective dates thereof and for the respective periods covered thereby, subject in the case of the

unaudited Financial Statements to normal year end adjustments and accruals none of which would be material.

     2.8 Absence of Changes.

     Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date, since August 31, 2009, and except as set forth in Section 2.8 of the Disclosure Schedule there has not been any change, event or development which, individually or together with other such events, could reasonably be expected to have a Material Adverse Effect on the Contributor or the Contributed Assets. Without limiting the foregoing, except as set forth in Section 2.8 of the Disclosure Schedule, there has not occurred between the Financial Statement Date and the date hereof:

     (a) any physical damage, destruction or other casualty loss (whether or not covered by insurance) affecting any of the Contributed Assets in an amount exceeding $25,000 individually or $100,000 in the aggregate;

     (b) any write-off or write-down, or any determination to write off or write down, any of the Contributed Assets in an amount exceeding $25,000 individually or $100,000 in the aggregate;

     (c) any incurrence of a Lien (other than a Permitted Lien) on any Contributed Asset;

     (d) any entering into, or material amendment, modification, termination (partial or complete) or granting of a waiver under or giving any consent with respect to any Assigned License;

     (e) any capital expenditures or commitments for additions to property, plant or equipment comprising part of the Contributed Assets in an amount exceeding $10,000 individually or $25,000 in the aggregate;

     (f) any other transaction involving or development affecting the Contributed Assets outside the ordinary course of business consistent with past practice; or

     (g) any entering into a Contract or committing to do or engage in any of the foregoing after the date hereof.

     2.9 No Undisclosed Liabilities.

     Except as expressly reflected or reserved against in the balance sheets included in the Financial Statements or in the notes thereto, there are no Liabilities against, relating to or affecting the Contributed Assets other than: (a) Liabilities that, individually or in the aggregate, are not material to the Contributed Assets; or (c) Liabilities otherwise expressly disclosed in Section 2.9 of the Disclosure Schedule.

     2.10 Taxes.

     (a) All Tax Returns required to be filed by or on behalf of the Contributor, the nonfiling or late filing of which could result in a lien or encumbrance on the Contributed Assets or successor or transferee liability for the Acquiror, have been duly filed on a timely basis and such Tax Returns are true, complete and correct. All Taxes owed by the Contributor or any Affiliate of the Contributor, the nonpayment or late payment of which could result in a lien or encumbrance on the Contributed Assets or successor or transferee liability for the Acquiror, have been timely paid in full (whether or not shown on or reportable on such Tax Returns). Taxes which Contributor was required by applicable Law to withhold or collect in respect to the Contributed Assets have been withheld or collected and have been paid or are properly held by Contributor for such payment when due and payable.

     (b) None of the Contributed Assets consists of an equity or other ownership interest in any other Person. None of the Contributed Assets is subject to any Lien arising in connection with any failure or alleged failure to pay any Tax.

     (c) There have been no waivers or extensions of any statutes of limitations with respect to Taxes of the Contributor which could result in a lien or encumbrance on the Contributed Assets or successor or transferee liability for the Acquiror. There are no Actions or Proceedings pending, or to the Knowledge of the Contributor, threatened, with respect to Taxes or Tax Returns of the Contributor.

     (d) Assuming the Refinery is operated consistent with past practice and the products produced are the same as those produced immediately prior to the Closing Date, the income generated by the Contributed Assets will be “qualifying income” as defined in Section 7704 of the Code.

     2.11 Legal Proceedings.

     Except as disclosed in Section 2.11 of the Disclosure Schedule (with paragraph references corresponding to those set forth below):

     (a) there are no Actions or Proceedings pending or, to the Knowledge of the Contributor, threatened against, relating to or affecting the Contributor or the Contributed Assets;

     (b) there are no Claims or facts, conditions or circumstances that could reasonably be expected to give rise to any Action or Proceeding that would be required to be disclosed pursuant to clause (a) above; and

     (c) there are no Orders outstanding against the Contributor that provide for injunctive relief, or with respect to monetary damages, exceed $25,000, and that relate to the Contributed Assets.

     2.12 Compliance With Laws and Orders.

     The Contributor has operated the Contributed Assets in compliance in all material respects with applicable Law. The Contributor is not, and the Contributor has not, at any time

within the last three years, been, and has not received any notice that it is or has at any time within the last three years been, in violation of or in default under any Law, Assigned License or Order.

     2.13 Real Property.

     (a) With respect to each such parcel of Owned Real Property: (i) the Contributor has good and marketable title to the Owned Real Property, free and clear of any Liens except for Permitted Liens; (ii) there are no pending or, to the Knowledge of the Contributor, threatened, condemnation proceedings, lawsuits or administrative actions relating to the Owned Real Property; (iii) the legal description for Owned Real Property contained in the deed thereof describes such Owned Real Property fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of applicable setback requirements, zoning laws and ordinances (and none of the Owned Real Property or buildings or improvements thereon are subject to “permitted non-conforming use” or “permitted non-conforming structure” classification), and do not encroach on any easement that may burden the land, and the land does not serve any adjoining property for any purpose inconsistent with the use of the land, except as is set forth on Section 2.13 of the Disclosure Schedule, the property is not located within any flood plain or subject to any similar type restriction for which any material Assigned Licenses have not been obtained and access to the property is provided by paved public right of way with adequate curb cuts available; (iv) all facilities have received all approvals of Governmental or Regulatory Authorities (including Licenses) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable Laws; (v) except as set forth in Section 2.13 of the Disclosure Schedule, there are no leases, subleases, Licenses, concessions, easements, servitudes, rights-of-way, encumbrances or other Contracts granting to any party or parties the right of use or occupancy of any portion of the Owned Real Property; (vi) neither the leases, subleases, Licenses, concessions, easements, servitudes, rights-of-way, encumbrances or Contracts set forth in Section 2.13 of the Disclosure Schedule nor the enforcement of any rights thereunder by any party thereto have or may have a material adverse impact on the Acquiror’s ability to continue to operate the Owned Real Property as a refinery in the same manner as the Contributor has operated the same prior to the Closing Date and (vii) with respect to the easements, licenses and rights-of-way comprising the Owned Real Property, the Contributor has good and marketable title to or interests therein sufficient to enable the Acquiror to use and operate the Contributed Assets in a reasonable and customary manner, free and clear of Liens except Permitted Liens.

     (b) The Contributor has delivered to the Acquiror prior to the execution of this Agreement true and complete copies of all deeds, leases, mortgages, deeds of trust, certificates of occupancy, title insurance policies, title reports, surveys, easements, licenses, rights of way, restrictions and similar documents, and all amendments thereof, with respect to the Owned Real Property.

     (c) There are no tenants or other parties in possession of any Owned Real Property. No Person has any right to purchase, or holds any right of first refusal to purchase, such properties.

     (d) Except as set forth in Section 2.13 of the Disclosure Schedule, all public utilities, including, without limitation, water and wastewater, have been extended to a boundary line of each tract of the Owned Real Property through adjoining public streets, or if they pass through adjoining private land, do so in accordance with validly existing easements permitting such use, and all installation and connection charges necessary to use such public utilities have been paid in full. All facilities located on the Owned Real Property are supplied with utilities and other services, including gas, electricity, water, telephone, sanitary sewer and storm sewer as are necessary for their current use, all of which services are in accordance with all applicable Laws and are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting the Owned Real Property. The improvements on the Owned Real Property are in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, and are adequate and suitable for the purposes for which they are presently being used and there are no condemnation or appropriation proceedings pending or, to the Knowledge of the Contributor, threatened, against any such Owned Real Property or the improvements thereon.

     2.14 Tangible Personal Property; Contributed Assets.

     (a) The Contributed Assets, when coupled with the right vested in the Acquiror to use the Retained Refinery Related Assets pursuant to Section 1.2(c) and the benefits of the Ingress/Egress Easement, are sufficient to conduct the operations at the Refinery in the ordinary course consistent with past practices and there are no other assets that are material to the conduct of the operations at the Refinery. The Contributor is in possession of and has good title to, or has valid leasehold interests in or valid rights under Contract to use, all Tangible Property included in the Contributed Assets, including all tangible personal property reflected on the balance sheets included in the Financial Statements, other than property disposed of since such date in the ordinary course of business consistent with past practice. All such tangible personal property is free and clear of all Liens, other than Permitted Liens and Liens disclosed in Section 2.14 of the Disclosure Schedule, its use complies in all material respects with all applicable Laws and Orders and is in good working condition, ordinary wear and tear excepted, and is suitable for the purposes for which it is now being used in the operations at the Refinery.

     (b) No equity interest in any Person is included in the Contributed Assets.

     2.15 Intellectual Property Rights.

     The Contributor does not own or use any material interests in any Intellectual Property in connection with the ownership or operation of the Contributed Assets, other than off-the-shelf software available from various sources in the ordinary course of business.

     2.16 Contracts.

     There are no Contracts that are material or necessary to the ownership of operation of the Contributed Assets other than the Tolling Agreement.

     2.17 Licenses.

      Section 1.1(d) of the Disclosure Schedule contains a true and complete list of all Licenses and pending applications for Licenses required or used in the operation of the Refinery and the Contributed Assets, setting forth the grantor, the grantee, the function and the expiration and renewal date of each. Prior to the date hereof, the Contributor has delivered to the Acquiror true and complete copies of all such Licenses. Except as disclosed in Section 2.17 of the Disclosure Schedule:

     (a) the Contributor owns or validly holds all Assigned Licenses;

     (b) each Assigned License is valid, binding and in full force and effect and is transferable to the Acquiror in accordance with this Agreement;

     (c) the Contributor is not and the Contributor has not received any written notice that it is, in default (or with the giving of notice or lapse of time or both, would be in default) under any Assigned License; and

     (d) there has been no indication that any Assigned License may be issued, renewed, modified or revoked on terms or conditions or other than those currently in effect.

     2.18 Insurance.

      Section 2.18 of the Disclosure Schedule contains a true and complete list (including the names of the insurers and the names of the Persons to whom such policies have been issued) of all liability and property insurance policies currently in effect that insure the Contributed Assets or affect or relate to the ownership, use or operation of any of the Contributed Assets and that (a) have been issued to the Contributor or (b) have been issued to any Person (other than the Contributor) for the benefit of the Contributor. Each policy listed in Section 2.18 of the Disclosure Schedule is valid and binding and in full force and effect. All premiums due under such policies have been paid, and neither Contributor nor any other Person to whom such policy has been issued has received any written notice of cancellation, non-renewal or termination in respect of any such policy or is in default thereunder. Neither Contributor nor any other Person to whom such policy has been issued has received notice that any insurer under any policy referred to in this Section 2.18 is denying liability with respect to an unresolved claim thereunder or defending such claim under a reservation of rights clause.

     2.19 Environmental Matters.

     (a) Except as disclosed in Section 2.19 of the Disclosure Schedule, the ownership, use and operation by the Contributor of the Contributed Assets have been, are and will be on the Closing Date, in compliance with all Environmental Laws, and no Environmental Action has been filed, commenced or, to the Contributor’s Knowledge, threatened against Contributor or, to Contributor’s Knowledge, against any of the past

owners and operators of the Contributed Assets for failure to so comply or for recovery of any Losses by any Person relating to the Release of Hazardous Materials.

     (b) The Contributor has made timely applications for and received all Environmental Permits required to own and operate the Contributed Assets, such Environmental Permits are valid and in effect and the Contributor is in compliance with such Environmental Permits.

     (c) The Contributor has not disposed of, sent or arranged for the transportation of Hazardous Materials at or to a site, or owned, leased, used or operated a site, that pursuant to CERCLA or any similar or analogous state law, has been placed or is proposed to be placed (by the United State Environmental Protection Agency (the “EPA”) or similar state authority) on the “National Priorities List” or any similar list.

     (d) Except as disclosed in Section 2.19 of the Disclosure Schedule, the Contributor has not been identified by EPA or similar state authority as a potentially responsible party under CERCLA or any similar or analogous state law with respect to any site.

     (e) Except as disclosed in Section 2.19 of the Disclosure Schedule, no Hazardous Material has been generated, transported or disposed of by or on behalf of the Contributor at any site for which Environmental Law requires (i) notice to any Person, (ii) further investigation, or (iii) any form of response action.

     (f) Section 2.19 of the Disclosure Schedule lists all underground storage tanks located on the Owned Real Property. The Contributor has secured all necessary Environmental Permits for said tanks and there have been no Releases from said tanks for which Environmental Law requires (i) notice to any Person, (ii) further investigation or (iii) any form of response action.

     (g) Except as set forth on Section 2.19 of the Disclosure Schedule, no Release, or to the Knowledge of the Contributor, threat of Release of Hazardous Materials has occurred or is occurring at, on, upon, into or from the Owned Real Property.

     (h) Except as set forth on Section 2.19 of the Disclosure Schedule, no Release, or to the Knowledge of Contributor, threat of Release of Hazardous Materials has occurred or is occurring at, on, upon, from or in any real property in the vicinity of the Owned Real Property, which by way of migration or transport through the soil, groundwater or surface water have come, or could reasonably be expected to come, to be located at, on, upon or under the Owned Real Property, except as could not reasonably be expected to have a Material Adverse Effect on the Contributor or the Contributed Assets.

     (i) Except as set forth on Section 2.19 of the Disclosure Schedule, the Contributor has not agreed to or assumed any responsibility or liability relating to environmental or health and safety matters under any lease, purchase agreement, sale agreement, joint venture or any similar agreement relating to the Contributed Assets.

     (j) The Contributor has identified and made available to the Acquiror all environmental investigations, studies, audits, tests and other analyses, whether in draft or final form, conducted by or for or in the possession of the Contributor in relation to the Contributed Assets.

     2.20 Substantial Customers.

     (a) Section 2.20 of the Disclosure Schedule lists the ten largest refining customers of the Contributor, on the basis of actual revenues for services provided in 2008 and through the eight months ended August 31, 2009.

     (b) No such customer has ceased or materially reduced its use of the refinery services of the Contributor since August 31, 2009 or, to the Knowledge of the Contributor, has threatened to cease or materially reduce such purchases, use, sales or provision of services after the date hereof.

     (c) Except for relationships with Affiliates, and except for the passive ownership of publicly traded securities that constitute less than 2% of any Person, with respect to the Contributed Assets, neither the Contributor nor any director, officer or employee of the Contributor possesses, directly or indirectly, any financial interest in any Person that is a supplier, customer, lessor, lessee or competitor of the Contributor.

     2.21 No Powers of Attorney.

     The Contributor does not have any powers of attorney or comparable delegations of authority outstanding with respect to any Contributed Asset.

     2.22 Solvency.

     The Contributor (i) is not entering into this Agreement with the intent to hinder, delay or defraud creditors, (ii) is solvent, (iii) will not become insolvent as a result of the transfers contemplated by this Agreement, (iv) is capable of paying its debts as they mature, (v) will remain capable of repaying its debts as they mature after effecting such transfers and (vi) is receiving a reasonably equivalent value in exchange for the Contributed Assets. The transfer of the Contributed Assets is not wrongful or fraudulent with respect to the Contributor’s creditors and no creditor shall be entitled to bring any claim under any Law against the Contributor or the Acquiror with respect to such transfer, except related to the Post-Closing Liabilities.

     2.23 Government Contracts.

     The Contributor does not have any Contracts with any agency of the federal government of the United States or any state or local governmental authority that relate to the Contributed Assets.

     2.24 Performance of Refining and Other Activities.

     The Contributed Assets, together with the right to use the Retained Refinery Related Assets, are, in and of themselves, sufficient to adequately perform the services generally

expected of a refinery for naphthenic lubricants, distillates, asphalt flux and other intermediate cuts (the “Product”) and the facilities transferred to Acquiror are reasonably suited to perform services for the storage of crude oil and its refining into various grades and quantities of the Product.

     2.25 Investment Representations.

     The Contributor is an “accredited investor” within the meaning of the federal securities laws. The Contributor has been provided with all of the information concerning the business, operations, financial condition, results of operations and prospects of the Parent and its subsidiaries and Affiliates, including information which is reflected in the Parent’s periodic filings with the Securities and Exchange Commission, as is necessary for the Contributor to make an informed investment decision with respect to its taking consideration in the form of the Units. The Contributor is of sufficient financial resources that it is able to bear the risks of ownership of the Units, including the complete loss of the value thereof. The Contributor is accepting the Units for investment purposes only and not with a view to any distribution thereof within the meaning of the federal and state securities laws and understands that any Units delivered to the Contributor hereunder shall be “restricted securities” within the meaning of federal and state securities laws and that such Units will not be freely tradable and may not be sold, pledged, gifted or otherwise transferred or disposed of unless any such transaction is registered or qualified under applicable federal and state securities laws or such transaction is exempt from such registration or qualification as evidenced by a written opinion of counsel addressed to the Parent, which counsel and opinion shall be acceptable to the Parent.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR

     In order to induce the Guarantor and the Contributor to enter into this Agreement, the Acquiror and the Parent, hereby, jointly and severally, make the representations and warranties set forth below. Except as set forth in those sections of the Disclosure Schedule corresponding to the sections below:

     3.1 Organization.

     Each of the Acquiror and the Parent is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of the Acquiror and the Parent has full limited partnership power, authority and capacity to execute and deliver this Agreement and the Related Agreements and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.

     3.2 Execution and Delivery.

     The execution, delivery and performance of this Agreement and the Related Agreements by each of the Acquiror and the Parent and the consummation of the transactions contemplated hereby and thereby, have been duly authorized and approved by the general partner of the Acquiror and the Parent, and no other action on the part of the Acquiror is necessary to authorize the execution, delivery and performance of this Agreement and the Related Agreements by the Acquiror and the Parent and the consummation of the transactions contemplated hereby and

thereby. This Agreement has been duly and validly executed and delivered by the Acquiror and the Parent and constitutes, and upon the execution and delivery by the Acquiror and the Parent of the Related Agreements, the Related Agreements will constitute, legal, valid and binding obligations of the Acquiror and the Parent, as the case may be, enforceable against the Acquiror and the Parent in accordance with their terms, assuming valid execution and delivery of this Agreement and the Related Agreements by the other parties thereto, and except as enforceability may be limited by bankruptcy, insolvency, reorganizations, moratorium or other Laws affecting creditors’ rights generally.

     3.3 Authority.

     The Parent and the Acquiror each have full limited partnership power and authority to conduct the business thereof as and to the extent now conducted and to own, use and lease its Assets and Properties.

     3.4 No Conflicts.

     The execution and delivery by the Parent and the Acquiror of this Agreement and the Related Agreements, the performance of their respective obligations under this Agreement and such Related Agreements and the consummation of the transactions contemplated hereby and thereby do not and will not:

     (a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the organizational documents of the Parent or the Acquiror;

     (b) conflict with or result in a violation or breach of any term or provision of any Law or Order applicable to the Parent or the Acquiror or any of their respective Assets or Properties; or

     (c) (i) conflict with or result in a violation or breach of, (ii) constitute (with or without notice or lapse of time or both) a default under, (iii) require the Parent or the Acquiror to obtain any consent, approval or action of, make any filing with or give any notice to any Person as a result or under the terms of, (iv) result in or give to any Person any right of termination, cancellation, acceleration or modification in or with respect to, (v) result in or give to any Person any additional rights or entitlement to increased, additional, accelerated or guaranteed payments under, or (vi) result in the creation or imposition of any Lien upon the Parent or the Acquiror or any of its assets or properties under any Contract or License to which the Acquiror is a party or by which any of the Parent’s or the Acquiror’s Assets or Properties is bound.

     3.5 Governmental Approvals and Filing.

     No consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority on the part of the Acquiror is required in connection with the execution, delivery and performance of this Agreement or any of the Related Agreements or the consummation of the transactions contemplated hereby or thereby.

     3.6 Units.

     The Units, when issued and delivered to the Contributor pursuant to this Agreement, (i) shall have been approved by all necessary partnership action on the part of the Parent, (ii) shall have been issued and delivered in accordance with, and entitled to the rights and benefits specified in, the terms of the applicable governing documents of the Parent, and (iii) shall be duly authorized and validly issued and will be fully paid and nonassessable, except as such nonassessability may be affected by matters fully disclosed in the Parent’s public filings with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended.

     3.7 Parent Disclosures.

     The Parent’s Form 10-K for the year ended December 31, 2008, as supplemented by its subsequent Forms 10-Q and Forms 8-K, in each case as filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, do not contain any material misstatements or omissions.

ARTICLE IV
COVENANTS

     4.1 Confidentiality.

     Each of the parties hereto agrees that it shall, and shall cause its subsidiaries and the officers, employees and authorized representatives of each of them to, hold in strict confidence all data and information obtained by them from the other parties hereto (unless such information is required, in legal counsel’s written opinion, to be disclosed in legal or administrative proceedings) and shall not, and shall ensure that such subsidiaries, directors, officers, employees and authorized representatives do not, except as required by The Nasdaq Global Select Market, the Securities and Exchange Commission or by Law (in legal counsel’s written opinion), disclose such information to others without the prior written consent of the party from which such data or information was obtained.

     4.2 Reacquisition Option.

     (a) Beginning on October 12, 2011, and continuing for 180 days thereafter (the “Option Period”), the entirety of the Contributed Assets will be subject to an option to reacquire all of the Contributed Assets, and not just a portion thereof, from the Acquiror on the terms set forth in this Section 4.2 (the “Reacquisition”), which option shall be vested in and exercisable (x) in the first instance, by the Guarantor (or, if directed by the Guarantor, the Contributor; it being understood that that references to the Guarantor in this Section 4.2 shall be deemed to include the Contributor if the Contributor is directed by the Guarantor to exercise such option) in its sole and exclusive discretion during the first 60 days of the Option Period, and (y) in the second instance, if the Guarantor does not elect to exercise such option during such initial 60 day period, the option shall be vested in and exercisable by Scott D. Martin (“Mr. Martin”) in his sole and exclusive discretion during the remaining number of days (up to 120 days) included in the Option Period. If, in the first instance, the Guarantor does not elect to pursue the Reacquisition during and prior to the expiration of the first 60 days of the Option Period, it shall provide written notice of such determination to Mr. Martin (the “Guarantor

Refusal Notice”). Upon receipt of the Guarantor Refusal Notice from the Guarantor, or upon the expiration of the first 60 days of the Option Period coupled with the failure of the Guarantor either to have elected to pursue the Reacquisition (pursuant to the notice procedures specified in clause (c) below) or delivered the Guarantor Refusal Notice to Mr. Martin, then Mr. Martin, in the second instance, will be vested with the same option to elect to effect the Reacquisition during the remaining number of days (up to 120 days) included in the Option Period. In the event that the Guarantor or Mr. Martin, as applicable, does not timely elect to exercise its respective right to pursue the Reacquisition during and prior to the expiration of the Option Period pursuant to the delivery of the Option Exercise Notice specified in clause (c) below, or upon the timely election to pursue the Reacquisition, such electing party is then unable to or does not consummate the Reacquisition strictly in accordance with the time periods set forth in this Section 4.2 , then all such option and Reacquisition rights will automatically cease to exist and be of no further force or effect except with respect to remedies relating to a default by such party after its exercise of the option, which remedies shall survive. The remaining provisions of this Sect ion 4.2 shall be interpreted on a basis that is consistent with the intentions of this clause (a).

     (b) Any Reacquisition shall be subject to the satisfaction of each of the following conditions, which must be true on the date of the notice of exercise of such option by either the Guarantor or Mr. Martin, as applicable, under this Section 4.2 and on the closing date of the Reacquisition:

     (i) the Reacquisition must be made in compliance with the terms of the Amended and Restated Agreement of Limited Partnership of the Parent, as then amended;

     (ii) the Reacquisition must result, on a proforma basis, in an increase in the Parent’s anticipated distributable cash flow (calculated in accordance with the Parent’s customary practices) per outstanding limited partnership unit of the Parent during the 12 month period beginning at the anticipated closing of the Reacquisition when compared to the Parent’s anticipated distributable cash flow (calculated in accordance with the Parent’s customary practices) per outstanding limited partnership unit of the Parent during the same 12 month period assuming that no Reacquisition will have occurred;

     (iii) the Reacquisition shall not result in default under any Contract related to Indebtedness of the Parent or the Acquiror; and

     (iv) Reacquisition must be at fair market value.

     (c) Any election by the Guarantor or Mr. Martin, as applicable, to effect the Reacquisition must be effected by written notice submitted to the Parent and the Acquiror during and prior to the expiration of the Option Period (the “Option Exercise Notice”). The applicable party that elects to effect the Reacquisition (either the Guarantor or Mr. Martin) shall also provide a courtesy copy of such Option Exercise Notice to the Contributor (unless the Contributor is the party exercising the option) and to either the

Guarantor or Mr. Martin, as applicable, and to Mr. John Gaylord, Chairman of the Conflicts Committee of Parent. Any Option Notice must (i) state the Guarantor’s or Mr. Martin’s, as applicable, assertion of the fair market value of the Contributed Assets as of the anticipated closing date of the Reacquisition, and (ii) specify the form and dollar amount of consideration to be offered by the Guarantor or Mr. Martin, as applicable, to the Parent and the Acquiror in connection with the Reacquisition, which consideration must equate to such fair market value and may consist of cash, any units of the Parent held by the Guarantor or its subsidiaries or by Mr. Martin, as applicable, or other cash equivalents (provided, however, that any consideration other than cash shall be reasonably acceptable to the Parent).

     (d) During the 120 day period following the Parent’s receipt of the Option Exercise Notice from the Guarantor or Mr. Martin, as applicable, the Parent and the Guarantor, the Contributor or Mr. Martin, as applicable, shall then negotiate in good faith in an effort to mutually agree upon the fair market value of the Contributed Assets on the anticipated closing date of the Reacquisition. If the parties are unable to agree on a value, such period may be extended by mutual consent for a series of 30-day periods wherein the parties agree to continue to attempt, in good faith, to determine the fair market value. When one or both parties elect end the discussions at the expiration of the initial 120-day period or at the end of any respective 30-day extension, the determination of fair market value shall be determined using the method identified in (e) below.

     (e) In the event that the Parent and the Guarantor or Mr. Martin, as applicable, are unable to reach a mutual agreement within the 120-day period referenced in (d) above as to the fair market value of the Contributed Assets on the anticipated closing date of the Reacquisition, then the determination of such fair market value shall be submitted to three independent valuation experts (the “Appraisers”) with documented experience in valuing assets similar to the Contributed Assets as follows: (i) one Appraiser shall be selected by the Guarantor or Mr. Martin, as applicable, (ii) one Appraiser shall be selected by the Parent, and (iii) one Appraiser shall be selected by the mutual agreement of the Appraisers selected by the Guarantor or Mr. Martin, as applicable, and the Parent. The Appraisers selected by the Guarantor or Mr. Martin, as applicable, and the Parent shall be selected within ten days following the commencement of the process contemplated by this clause (d) and the third Appraiser shall be selected by the mutual agreement of the other two Appraisers within ten days following their selection. Following the selection of the third Appraiser in accordance with the foregoing procedures, the three selected Appraisers shall have 120 days to determine the agreed upon fair market value of the Contributed Assets as of the anticipated closing date of the Reacquisition, an agreement by any two of the Appraisers as to a fair market value shall be determinative.

     (f) Any determination as to fair market value of the Contributed Assets as of the anticipated closing date of the Reacquisition pursuant to the procedures specified in clauses (b) or (c) above, as applicable, shall be binding upon the Parent, the Acquiror, the Contributor and the Guarantor or Mr. Martin, as applicable, for all purposes.

     (g) Upon the determination of the fair market value of the Contributed Assets as of the anticipated closing date of the Reacquisition (whether through mutual agreement of the parties or by the Appraisers), the Parent and the Guarantor or Mr. Martin, as applicable, shall negotiate in good faith the final documentation relating to the Reacquisition and close the Reacquisition within 180 days following the determination of the fair market value of the Contributed Assets as noted above.

     (h) Each of the parties hereto acknowledge that the other parties would be irreparably damaged in the event that any of the provisions of this Section 4.2 were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties hereto shall be entitled to seek preliminary and permanent injunctive relief to prevent breaches of the provisions of this Section 4.2 by other parties hereto without the necessity of proving actual damages or of the posting of any bond, and to enforce specifically the terms and provisions of this Section 4.2, which rights shall be cumulative and in addition to any other remedy to which the parties hereto be entitled hereunder or at Law or equity.

     4.3 Cooperation by the Parties.

     (a) Access to Records . The parties acknowledge and agree that after the Closing, the Guarantor and the Contributor or their respective successors may need access to information or documents in the control or possession of the Parent and the Acquiror for the purpose of preparing or filing Tax Returns. The Parent and the Acquiror shall reasonably cooperate in connection with, and, during normal business hours, make available for inspection and copying by, the Guarantor and the Contributor or their respective its successors or representatives, upon prior written request and at their sole cost and expense, such records and files of the Guarantor or the Contributor included in the Contributed Assets reasonably necessary to facilitate the purposes of the preceding sentence; provided, however , that the Parent and the Acquiror shall be entitled to require the Guarantor and the Contributor, its successors and representatives to execute and deliver reasonable confidentiality agreements in favor of the Acquiror with respect to such records and files and any other information delivered to such Persons pursuant to this Section 4.3(a) .

     (b) Cooperation with Respect to Examinations and Controversies . The Parent, the Acquiror, the Guarantor and the Contributor shall use all reasonable efforts to cooperate with each other and their respective representatives, in a prompt and timely manner, in conjunction with any inquiry, audit, examination, investigation, dispute or litigation involving any Tax Return (collectively, the “Tax Disputes”) relating to the Contributed Assets and relating to any federal, state or local Taxes (i) filed or required to be filed by or for the Guarantor or the Contributor for any taxable period beginning before the Closing Date, or (ii) filed or required to be filed by or for the Parent or the Acquiror for any taxable period ending after the Closing Date. Notwithstanding anything to the contrary herein, the Contributor shall retain control of any Tax Dispute to the extent such Tax Dispute arises out of or is related to events or circumstances prior to the Closing, and the Acquiror shall retain control of any Tax Dispute to the extent such Tax Dispute arises out of or is related to events or circumstances after the Closing. Such

cooperation shall include, but not be limited to, making available to one another during normal business hours, and within ten days of any reasonable request therefor, all books, records and information, and the assistance of all officers and employees, reasonably required in connection with any Tax inquiry, audit, examination, investigation, dispute, litigation or any other matter. The parties hereto agree to conduct any investigation or examination hereunder without causing any material interference or disruption of the operations of the business of any other party hereto or their Affiliates. The Contributor will retain, until the expiration of the applicable statutes of limitation (including any extensions thereof) copies of all Tax Returns, supporting work schedules and other records relating to Taxes for all taxable years or periods (or portions thereof) ending on or prior to the Closing Date.

     (c) Cooperation Regarding Environmental Compliance. Contributor shall prepare, at its cost, or, if already prepared, shall reasonably cooperate with Acquiror and Parent to provide Acquiror with copies of existing environmental and related reports and other relevant information, studies and surveys reasonably within Contributor’s possession or prepared on behalf of or provided to Contributor relating to each of the following:

     (i) Its evaluation (together with a copy of any report) of the steps taken in assessing the applicability of the new EPA Greenhouse Gas Rule;

     (ii) A report detailing the size and capability of each heater and boiler and emissions from each heater and boiler;

     (iii) A report and a copy of any protocols regarding use of flares and flaring events;

     (iv) An evaluation of any Leak Detection and Repair programs employed at the refinery and written protocols for conducting the program (if an LDAR is not in place, then a time-table acceptable to Acquiror by which one will be put in place);

     (v) An assessment of the amount of benzene and benzene waste produced or resulting from refinery operations including documentation of the proper disposal of such waste;

     (vi) Information regarding actions taken or to be taken in response to findings in the Seepage Report;

     (vii) Confirmation that it has notified or spoken with and a detailed summary of the communications with ADEQ regarding the transfer of perunits for operation of the Contributed Assets.

ARTICLE V
INDEMNIFICATION

     5.1 Indemnification by the Contributor and the Guarantor.

     Solely for the purpose of indemnification under this Section 5.1 , the representations and warranties of the Contributor and the Guarantor in this Agreement shall be deemed to have been made without regard to any materiality or Material Adverse Effect qualifiers. Subject to Section 5.8, from and after the Closing Date, the Contributor and Guarantor, jointly and severally, hereby agree to indemnify, defend and hold harmless the Acquiror and the Parent and their respective subsidiaries, managers, directors, officers, members, shareholders, employees and agents (the “Acquiror Indemnitees”) from and against, and shall reimburse the Acquiror Indemnitees for, any and all Losses, including without limitation any Losses arising out of the strict liability of any Person, paid, imposed on or incurred by the Acquiror Indemnitees, directly or indirectly, resulting from, caused by, arising out of, or in any way relating to and with respect to any of, or any allegation of the following:

     (a) any breach of or inaccuracy in any representation or warranty on the part of the Contributor or the Guarantor under this Agreement (including the Disclosure Schedule) or any Related Agreement furnished or to be furnished to the Acquiror by the Contributor or the Guarantor;

     (b) any non-fulfillment of any indemnity, covenant or agreement on the part of the Contributor or the Guarantor under this Agreement or any Related Agreement;

     (c) the Pre-Closing Liabilities;

     (d) any violation of any Environmental Law and the implementation of those or similar laws, rules or regulations at the state and local level with respect to matters, occurrences or incidents arising or alleged to have arisen prior to the date of Closing with respect or related to the Contributed Assets; and

     (e) any violation of any Environmental Law and the implementation of those or similar laws, rules or regulations at the state and local level with respect to matters, occurrences or incidents arising or alleged to have arisen at any time or from time to time with respect or related to the Retained Assets.

     It shall not be necessary for Losses to be suffered as a result of or in connection with actions taken, made or threatened by any claimant or Governmental or Regulatory Authority for such Losses to be indemnifiable under this Article V .

     5.2 Indemnification by the Acquiror.

     Solely for the purpose of indemnification under this Section 5.2 , the representations and warranties of the Acquiror and the Parent in this Agreement shall be deemed to have been made without regard to any materiality or Material Adverse Effect qualifiers. Subject to Section 5.8, from and after the Closing Date, the Acquiror and the Parent, jointly and severally, hereby agree to indemnify, defend and hold harmless the Guarantor and the Contributor and their respective subsidiaries, managers, directors, officers, members, shareholders, employees and agents (the “Contributor Indemnitees”) from and against, and shall reimburse the Contributor Indemnitees for, any and all Losses, including without limitation any Losses arising out of the strict liability of any Person, paid, imposed on or incurred by the Contributor Indemnitees, directly or indirectly, resulting from, caused by, arising out of, or in any way relating to and with respect to any of, or any allegation of the following:

     (a) any breach of or inaccuracy in any representation or warranty on the part of the Parent or the Acquiror under this Agreement (including the Disclosure Schedule) or any Related Agreement furnished or to be furnished to the Contributor by the Acquiror;

     (b) any non-fulfillment of any indemnity, covenant or agreement on the part of the Parent or the Acquiror under this Agreement or any Related Agreements; and

     (c) the Post-Closing Liabilities; and

     (d) any violation of any Environmental Law and the implementation of those or similar laws, rules or regulations at the state and local level with respect to matters, occurrences or incidents initially arising or alleged to have arisen after the date of Closing with respect or related to the Contributed Assets.

     5.3 Procedures for Indemnification.

     (a) If there occurs an event that either party asserts is an indemnifiable event pursuant to Section 5.1 or 5.2 , the party seeking indemnification (the “Indemnitee”) shall promptly provide notice (the “Notice of Claim”) to the other party or parties obligated to provide indemnification (the “Indemnifying Party”). Providing the Notice of Claim shall be a condition precedent to any Liability of the Indemnifying Party hereunder, and the failure to provide prompt notice as provided herein will relieve the Indemnifying Party of its obligations hereunder but only if and to the extent that such failure materially prejudices the Indemnifying Party hereunder. In case any such action shall be brought against any Indemnitee and it shall provide a Notice of Claim to the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnitee and, after notice from the Indemnifying Party to such Indemnitee of such election so to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnitee hereunder for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by the Indemnitee, in connection with the defense thereof other than reasonable costs of investigation; provided, however , that if the Indemnitee reasonably believes that counsel for the Indemnifying Party cannot represent both the Indemnitee and the Indemnifying Party

because such representation would be reasonably likely to result in a conflict of interest, then the Indemnitee shall have the right to defend, at the sole cost and expense of the Indemnifying Party, such action by all appropriate proceedings. The Indemnitee agrees to reasonably cooperate with the Indemnifying Party and its counsel in the defense against any such asserted liability. In any event, the Indemnitee shall have the right to participate at its own expense in the defense of such asserted liability. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the written consent of each Indemnitee, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the release of the Indemnitee from all Liability in respect to such claim or litigation or that does not solely require the payment of money damages by the Indemnifying Person. The Indemnifying Party agrees to afford the Indemnitee and its counsel the opportunity to be present at, and to participate in, conferences with all Persons, including any Governmental or Regulatory Authority, asserting any Claim against the Indemnitee or conferences with representatives of or counsel for such Persons. In no event shall the Indemnifying Party, without the written consent of the Indemnitee, settle any Claim on terms that provide for (i) a criminal sanction against the Indemnitee or (ii) injunctive relief affecting the Indemnitee.

     (b) Upon receipt of a Notice of Claim, the Indemnifying Party shall have 20 calendar days (or such shorter period as may be appropriate under the circumstances) to contest its indemnification obligation with respect to such claim, or the amount thereof, by written notice to the Indemnitee (the “Contest Notice”); provided, however, that if, at the time a Notice of Claim is submitted to the Indemnifying Party the amount of the Loss in respect thereof has not yet been determined, such 20 day period in respect of, but only in respect of the amount of the Loss, shall not commence until a further written notice (the “Notice of Liability”) has been sent or delivered by the Indemnitee to the Indemnifying Party setting forth the amount of the Loss incurred by the Indemnitee that was the subject of the earlier Notice of Claim. Such Contest Notice shall specify the reasons or bases for the objection of the Indemnifying Party to the claim, and if the objection relates to the amount of the Loss asserted, the amount, if any, that the Indemnifying Party believes is due the Indemnitee, and any undisputed amount shall be promptly paid over to the Indemnitee. If no such Contest Notice is given within such 20 day period, the obligation of the Indemnifying Party to pay the Indemnitee the amount of the Loss set forth in the Notice of Claim, or subsequent Notice of Liability, shall be deemed established and accepted by the Indemnifying Party.

     (c) If the Indemnifying Party fails to assume the defense of such Claim or, having assumed the defense and settlement of such Claim, fails reasonably to contest such Claim in good faith, the Indemnitee, without waiving its right to indemnification, may assume, at the cost of the Indemnifying Party, the defense and settlement of such Claim; provided, however, that (i) the Indemnifying Party shall be permitted to join in the defense and settlement of such Claim and to employ counsel at its own expense, (ii) the Indemnifying Party shall cooperate with the Indemnitee in the defense and settlement of such Claim in any manner reasonably requested by the Indemnitee and (iii) the Indemnitee shall not settle such Claim without soliciting the views of the Indemnifying Party and giving them due consideration.

     (d) The Indemnifying Party shall make any payment required to be made under this Article in cash and on demand. Any payments required to be paid by an Indemnifying Party under this Article that are not paid within five business days of the date on which such obligation becomes final shall thereafter be deemed delinquent, and the Indemnifying Party shall pay to the Indemnitee, immediately upon demand, interest at the rate of 10% per annum, not to exceed the maximum nonusurious rate allowed by applicable Law, from the date such payment becomes delinquent to the date of payment of such delinquent sums, which interest shall be considered to be Losses of the Indemnitee.

     5.4 Survival.

     (a) The liability of the Contributor and the Guarantor for their indemnification obligations arising under Section 5.1 shall be limited to claims for which an Acquiror Indemnitee delivers written notice to the Contributor or the Guarantor on or before the 12 month anniversary of the Closing Date; provided, however, that any indemnification obligation relating to (i) Sections 2.2 , 2.3, 2.19 and 6.13 and any claims with respect to title to the Contributed Assets and Pre-Closing Liabilities shall not be limited as to time, (ii) Section 2.10 and shall be limited to claims for which an Acquiror Indemnitee delivers written notice to the Contributor or the Guarantor on or before the 30 month anniversary date of the Closing Date, and (iii) the non-fulfillment of any covenant or agreement shall be limited to claims for which an Acquiror Indemnitee delivers written notice to the Contributor or the Guarantor on or before the date at which performance of the covenant is no longer required.

     (b) The liability of the Parent and the Acquiror for their indemnification obligations arising under Section 5.2 shall be limited to claims for which a Contributor Indemnitee delivers written notice to the Parent or the Acquiror on or before the 12 month anniversary of the Closing Date; provided, however, that any indemnification obligation relating to (i) Post-Closing Liabilities and Sections 3.2 , 3.3 , and 6.13 shall not be limited as to time, and (ii) the non-fulfillment of any covenant or agreement shall be limited to claims for which an Contributor Indemnitee delivers written notice to the Parent or the Acquiror on or before the date at which performance of the covenant is no longer required.

     (c) All covenants and agreements contained in this Agreement shall survive for the applicable period required for their performance.

     5.5 Limitations on Indemnification.

     No Indemnifying Party hereto shall have any liability with respect to, or obligation to indemnify for, Losses under Article V hereof unless the aggregate amount of Losses for which such Indemnifying Party would, but for the provisions of this Section 5.5 , be liable exceeds, on an aggregate basis, $500,000, it being agreed that in such event the Indemnifying Party’s obligations under Article V hereof will take such threshold into account as a deductible and the Indemnitee will be entitled to receive only amount of such Losses in excess of such threshold; provided, however , that such threshold shall not apply to losses related to title to the Contributed

Assets, the Pre-Closing Liabilities, the Post-Closing Liabilities, Taxes or any of the matters described in Sections 2.2 , 2.3 , 2.10 , 2.19 , 3.2 , 3.3 , 5.1(b) , 5.2(b) and 6.13 hereof. Notwithstanding anything in this Agreement to the contrary, the maximum indemnification liability of the Contributor and the Guarantor, on the one hand, and of the Parent and the Acquiror, on the other hand, shall not exceed $3,000,000; provided, however , that such limitation shall not apply to any breaches asserted with respect to Sections 2.2 , 2.3 , 2.19 , 3.2 or 3.3 or any claims with respect to title to the Contributed Assets, the Pre-Closing Liabilities or the Post-Closing Liabilities, in which case the maximum indemnification liability of the Contributor and the Guarantor, on the one hand, and the Parent and the Acquiror, on the other hand, shall not exceed $45,000,000. The Parties confirm that the indemnities and their terms contained herein are not subject to or qualified by limitations and qualifications of the indemnities set forth in the Omnibus Agreement.

     5.6 Inconsistent Provisions.

     The provisions of this Article shall govern and control over any inconsistent provisions of this Agreement or the Related Agreements.

     5.7 Right to Indemnification Not Affected by Knowledge.

     The right to indemnification in accordance with the provisions of this Article will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any representation, warranty, covenant or obligation set forth in this Agreement or any Related Agreement.

     5.8 SCOPE AND EXPRESS NEGLIGENCE AND STRICT LIABILITY.

          THE INDEMNITIES HEREIN ARE INDEPENDENT OF, AND WILL NOT BE LIMITED BY, EACH OTHER OR THE COMPARATIVE NEGLIGENCE LAWS OF THE STATE OF TEXAS.

          THE FOREGOING INDEMNITIES SET FORTH IN THIS ARTICLE ARE INTENDED TO BE ENFORCEABLE AGAINST THE PARTIES IN ACCORDANCE WITH THE EXPRESS TERMS AND SCOPE THEREOF, NOTWITHSTANDING ANY EXPRESS NEGLIGENCE RULE OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE LIMIT INDEMNITIES BECAUSE OF THE SOLE, JOINT, CONCURRENT, COMPARATIVE, ACTIVE OR PASSIVE OR OTHER FAULT OR STRICT LIABILITY OF ANY INDEMNIFIED PARTY. WHILE THE PARTIES HERETO ACKNOWLEDGE THAT THE INDEMNITIES SET FORTH HEREIN MAY RESULT IN THE INDEMNIFICATION OF A PARTY FOR ITS SIMPLE NEGLIGENCE, IN NO EVENT WILL THESE INDEMNITIES REQUIRE ONE PARTY TO INDEMNIFY, DEFEND OR HOLD THE OTHER PARTY HARMLESS FOR SUCH OTHER PARTY’S GROSS NEGLIGENCE, ITS WANTON AND WILLFUL MISCONDUCT, OR FRAUD.

ARTICLE VI
MISCELLANEOUS

     6.1 Expenses.

     Whether or not the transactions contemplated hereby are consummated, all costs and expenses (including, without limitation, the fees and expenses of investment bankers, attorneys and accountants) incurred in connection with this Agreement and the Related Agreement and the transactions contemplated hereby and thereby shall be borne by the Acquiror, in the case of costs and expenses incurred by the Acquiror, and by the Contributor in the case of costs and expenses incurred by the Contributor.

     6.2 Notices.

     All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given, if given) by hand delivery, telecopy or mailed by registered or certified mail, postage prepaid, return receipt requested, as follows:

          (a) If to the Acquiror or the Parent to:

Martin Midstream Partners L.P.
4200 Stone Road
Kilgore, Texas 75662
Attention: Chris Booth
Telephone: (903) 983-6200
Telecopy: (903) 983-6262

with a copy to:

Baker Botts L.L.P.
2001 Ross Avenue, Suite 700
Dallas, Texas 75201
Attention: C. Neel Lemon
Telephone: (214) 953-6954
Telecopy: (214) 661-4954

with a further copy to:

Munsch Hardt Kopf & Harr, P.C.
3800 Lincoln Plaza
500 N. Akard Street
Dallas, Texas 75201-6659
Attention: A. Michael Hainsfurther
Telephone: (214) 855-7567
Telecopy: (214) 978-4356

and a further copy to:

John Gaylord

5851 San Felipe, Suite 900
Houston, Texas 77057
Telephone: (713) 974-5000

(b) If to the Contributor or the Guarantor to:

Martin Resource Management Corporation
4200 Stone Road
Kilgore, Texas 75662
Attention: Chris Booth
Telephone: (903) 983-6200
Telecopy: (903) 983-6262

with a copy to:

Baker Botts L.L.P.
2001 Ross Avenue, Suite 700
Dallas, Texas 75201
Attention: C. Neel Lemon
Telephone: (214) 953-6954
Telecopy: (214) 661-4954

Notice given by personal delivery, courier service or mail shall be effective upon actual receipt. Notice given by telecopier shall be confirmed by appropriate answer back and shall be effective upon actual receipt if received during the recipient’s normal business hours, or at the beginning of the recipient’s next business day after receipt if not received during the recipient’s normal business hours. Any party may change any address to which notice is to be given to it by giving notice as provided above of such change of address.

     6.3 Amendments.

     No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby.

     6.4 Waiver.

     The failure of a party to exercise any right or remedy shall not be deemed or constitute a waiver of such right or remedy in the future. No waiver of any of the provisions of this Agreement or the Related Agreements shall be deemed or shall constitute a waiver of any other provision hereof or thereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

     6.5 Headings.

     The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

     6.6 Nonassignability.

     This Agreement shall not be assigned by operation of law or otherwise without the prior written consent of all parties hereto; provided, however, that the parties specifically consent to an assignment by the Acquiror to an Affiliate of the Acquiror.

     6.7 Parties in Interest.

     This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their successors and permitted assigns, and nothing in this Agreement, expressed or implied, is intended to confer upon any other Person any rights or remedies of any nature under or by reason of this Agreement.

     6.8 Counterparts.

     This Agreement may be executed in one or more counterparts, each of which shall be deemed to constitute an original, and shall become effective when one or more counterparts have been signed by each of the parties hereto.

     6.9 Governing Law; Consent to Jurisdiction.

     This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Texas, without regard to its conflicts of law rules. Each of the parties hereto agrees that any Action or Proceeding brought to enforce the rights or obligations of any party hereto under this Agreement shall be commenced and maintained in any court of competent jurisdiction located in Harris County, Texas, and that any Texas State court sitting in Harris County, Texas or the United States District Court for the Southern District of Texas sitting in Harris County, Texas shall have exclusive jurisdiction over any such Action or Proceeding brought by any of the parties hereto. Each of the parties hereto further agrees that process may be served upon it by certified mail, return receipt requested, addressed as more generally provided in Section 6.2 hereof, and consents to the exercise of jurisdiction over it and its properties with respect to any Action or Proceeding arising out of or in connection with this Agreement or the transactions contemplated hereby or the enforcement of any rights under this Agreement.

     6.10 Severability.

     If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such which may be hereafter declared invalid, void or unenforceable. In such case, the parties hereto shall promptly meet and negotiate substitute provisions for those rendered or declared illegal or unenforceable so as to preserve as nearly as possible the contemplated economic effects of the transactions contemplated hereby.

     6.11 Entire Agreement.

     This Agreement and the exhibits and schedules hereto and the Related Agreements constitute the entire agreement among the parties hereto and supersede all prior agreements and understandings, oral or written, among the parties hereto with respect to the subject matter hereof and thereof. There are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby.

     6.12 English Language.

     This Agreement, the Related Agreements and all notices or other communications in connection herewith or therewith shall only be in the English language.

     6.13 Brokers.

     In addition to the obligations set forth in Article V hereof, each party shall indemnify and hold the other parties harmless from and against any agent or holder claiming by or through it for any fee or other compensation due or allegedly due that broker or agent. The obligations under this Section 6.13 shall be subject to the limitations on liability contained in Article V hereof.

ARTICLE VII
DEFINITIONS

     7.1 Definitions.

     As used herein, the following terms have the meanings set forth below:

      “Agreement” has the meaning set forth in the Preamble.

      “Acquiror” has the meaning set forth in the Preamble.

      “Acquiror Indemnitees” has the meaning set forth in Section 5.1 .

      “Actions or Proceedings” means any action, suit, proceeding, arbitration or any investigation or audit by any Governmental or Regulatory Authority.

      “Affiliate” means any Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified.

      “Appraisers” has the meaning set forth in Section 4.2 .

      “Asset Allocation” has the meaning set forth in Section 1.7 .

      “Assets and/or Properties” of any Person means all assets and/or properties of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible, whether absolute, accrued, contingent, fixed or otherwise and wherever situated), including the goodwill related thereto, operated, owned or leased by such Person, including, without limitation, cash, cash equivalents, Investment Assets, accounts and notes receivable,

chattel paper, documents, instruments, general intangibles, real estate, equipment, inventory, goods and Intellectual Property.

      “Assigned Books and Records” has the meaning set forth in Section 1.1(c) .

      “Assigned Licenses” has the meaning set forth in Section 1.1(e) .

      “Bill of Sale” has the meaning set forth in Section 1.10 .

      “Books and Records” means all documents instruments, papers, books and records, books of account, files and data (including customer and supplier lists), catalogs, brochures, sales literature, promotional material, certificates and other documents used in or associated with the ownership of the Contributed Assets, including, without limitation, financial statements, Tax Records (including Tax Returns), ledgers, minute books, copies of Contracts, Licenses and Permits, operating data and environmental studies and plans.

      “CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601 et seq. ).

      “Claim” means any action, suit, proceeding, hearing, investigation, litigation, charge, complaint, claim, Environmental Action or demand.

      “Closing” has the meaning set forth in Section 1.9 .

      “Closing Date” has the meaning set forth in Section 1.9 .

      “Code” means the Internal Revenue Code of 1986, as amended.

      “Common Units” means the Common Units of the Parent.

      “Contest Notice” has the meaning set forth in Section 5.3(b) .

      “Contract” means any agreement, lease, evidence of Indebtedness, mortgage, indenture, security agreement or other contract or agreement (whether written or oral).

      “Contribution” has the meaning set forth in the Recitals.

      “Contributed Assets” has the meaning set forth in Section 1.1 .

      “Contribution Consideration” has the meaning set forth in Section 1.6 .

      “Contributor” has the meaning set forth in the Preamble.

      “Contributor Indemnitees” has the meaning set forth in Section 5.2 .

      “Deed” has the meaning set forth in Section 1.10 .

      “Disclosure Schedule” means the schedules attached hereto and incorporated herein by reference of the Contributor, the Guarantor and the Acquiror as appropriate in the context and as referenced throughout this Agreement.

      “Environmental Action” means any administrative, regulatory or judicial action, suit, demand, Claim, notice of non-compliance or violation, investigation, request for information, proceeding, consent order or consent agreement by any Person relating in any way to any Environmental Law or any Environmental Permit.

      “Environmental Laws” means any applicable federal, state or local law, statute, rule, regulation, ordinance or judicial or administrative decision or interpretation in effect on the date of this Agreement relating to the environment, human health or safety, pollution or other environmental degradation or Hazardous Materials, specifically including, without limitation, CERCLA 42 USC §9601 et seq., RCRA 42 USC 6901 et seq., CAA 42 USC § 7401 et seq., CWA 33 USCA § 1251 to 1387 and TSCA 15 USCA § 2601 to 2695d.

      “Environmental Permit” means any permit, approval, consent, identification number, certificate, registration, license or other authorization required under any Environmental Law.

      “EPA” has the meaning set forth in Section 2.19(c) .

      “Financial Statements” has the meaning set forth in Section 2.7(a) .

      “GAAP” means United States generally accepted accounting principles consistently applied (as such term is used in the American Institute of Certified Public Accountants Professional Standards).

      “Governmental or Regulatory Authority” means any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision.

      “Guarantor” has the meaning set forth in the Preamble.

      “Guarantor Refusal Notice” has the meaning set forth in Section 4.2 (a) .

      “Hazardous Materials” means (a) petroleum or petroleum products, fractions, derivatives or additives, natural or synthetic gas, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, radioactive materials and radon gas, (b) any substances defined as or included in the definition of “hazardous wastes,” “hazardous materials,” “hazardous substances,” “extremely hazardous substances,” “restricted hazardous wastes,” “special wastes,” “toxic substances,” toxic chemicals or “toxic pollutants,” “contaminants” or “pollutants” or words of similar import under any Environmental Law, (c) radioactive materials, substances and waste, and radiation, and (d) any other substance exposure to which is regulated under any Environmental Law or could give rise to Liability under common law.

      “Indebtedness” of any Person means any obligations of such Person (a) for borrowed money, (b) evidenced by notes, bonds, indentures or similar instruments, (c) for the deferred purchase price of goods and services (other than trade payables incurred in the ordinary course of

business), (d) under capital leases and (e) in the nature of guarantees of the obligations described in clauses (a) through (d) above of any other Person.

      “Indemnifying Party” has the meaning set forth in Section 5.3(a) .

      “Indemnitee” has the meaning set forth in Section 5.3(a) .

      “Ingress/Egress Easement” has the meaning set forth in Section 1.2(d) .

      “Initial Agreement” has the meaning set forth in the Recitals.

      “Insurance Proceeds” has the meaning set forth in Section 1.1(f) .

      “Intellectual Property” means all patents, copyright registrations, trademark and service mark registrations, applications for any of the foregoing, and whether or not registered, all designs, copyrights, trademarks, service marks, trade names, secret formulae, trade secrets, secret processes, computer programs, source codes and confidential information, including all rights to any such property that is owned by and licensed from others and any goodwill associated with any of the above.

      “Investment Assets” means all debentures, notes and other evidence of Indebtedness, stocks, securities (including rights to purchase and securities convertible into or exchangeable for other securities), interests in joint ventures and general and limited partnership, mortgage loans and other investment or portfolio assets owned of record or beneficially by the Contributor and issued by any Person other than the Contributor (other than trade receivables generated in the ordinary course of business).

      “Knowledge of the Contributor,” “the Contributor’s Knowledge,” “Known to the Contributor,” or other like words mean the knowledge of the Ruben S. Martin, Robert D. Bondurant, Donald R. Neumeyer and Chris Booth, after due inquiry.

      “Laws” means all laws, statutes, rules, regulations, ordinances and other pronouncements in effect on the date of this Agreement having the effect of law of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision or of any Governmental or Regulatory Authority and “Laws” includes, without limitation, all Environmental Laws.

      “Liabilities” means all Indebtedness, Claims, legal proceedings, obligations, duties, warranties or liabilities, including, without limitation, STRICT LIABILITY, of any nature (including any undisclosed, unfixed, unknown, unliquidated, unsecured, unmatured, unaccrued, unasserted, contingent, conditional, inchoate, implied, vicarious, joint, several or secondary liabilities), regardless of whether any such Indebtedness, Claims, legal proceedings, obligations, duties, warranties or liabilities would be required to be disclosed on a balance sheet prepared in accordance with GAAP or is known as of the Closing.

      “Licenses” means all licenses, permits, certificates of authority, authorizations, approvals, registrations, franchises, Environmental Permits and similar consents granted or

issued by any Person and are associated with or necessary to operate the Contributed Assets in the manner they are currently operated.

      “Liens” means any mortgage, pledge, assessment, security interest, lease, lien, adverse claims, levy, charge, option, right of first refusal, charges, debentures, indentures, deeds of trust, easements, rights-of-way, restrictions, encroachments, licenses, leases, permits, security agreements or other encumbrance of any kind and other restrictions or limitations on the use or ownership of real or personal property or irregularities in title thereto or any conditional sale Contract, title retention Contract or other Contract to give any of the foregoing.

      “Loss” or “Losses” means any loss, damage, injury, harm, detriment, Liability, diminution in value, exposure, claim, demand, proceeding, settlement, judgment, award, punitive damage award, fine, penalty, fee, charge, cost or expense (including, without limitation, reasonable costs of attempting to avoid or in opposing the imposition thereof, interest, penalties, costs of preparation and investigation, and the reasonable fees, disbursements and expenses of attorneys, accountants and other professional advisors), as well as with, respect to compliance with the requirements of environmental law, expenses of remediation and any other remedial, removal, response, abatement, cleanup, investigative, monitoring, or record keeping costs and expenses.

      “Material Adverse Effect” means with respect any Person, material adverse changes in or effects on the business, assets, financial condition, results of operations or prospects of such Person.

      “Mortgagee Policy” has the meaning set forth in Section 1.11(a)(ii) .

      “Mr. Martin” has the meaning set forth in Section 4.2(a) .

      “Noncompetition Agreement” has the meaning set forth in Section 1.11(b) .

      “Notice of Claim” has the meaning set forth in Section 5.3(a) .

      “Notice of Liability” has the meaning set forth in Section 5.3(b) .

      “Omnibus Agreement” means the Omnibus Agreement, dated November 1, 2002, among the Acquiror, Guarantor, Parent and Martin Midstream GP LLC.

      “Option Election Notice” has the meaning set forth in Section 4.2 .

      “Option Period” has the meaning set forth in Section 4.2 .

      “Order” means any writ, judgment, decree, injunction or similar order of any Governmental or Regulatory Authority (in each such case whether preliminary or final).

      “Owned Real Property” has the meaning set forth in Section 1.1(b) .

      “Owner’s Policy” has the meaning set forth in Section 1.11(a)(ii) .

      “Parties” means the parties to this Agreement.

      “Parent” has the meaning set forth in the Preamble.

      “Permitted Lien” means (a) any Lien for Taxes incurred in the ordinary course of business not yet due and for which adequate reserves have been established on the Financial Statements, (b) liens in favor of landlords, carriers, warehousemen, mechanics, workmen and materialmen and statutory construction or similar liens arising by operation of law or incurred in the ordinary course of business for sums not yet due or that are being contested in good faith as to which adequate reserves exist (to the extent such reserves are required by GAAP), (c) water rights or claims or title to water, whether or not shown by the public records, (d) any Lien created by the Acquiror, (e) Liens in respect of pledges or deposits under workers’ compensation laws or similar legislation, unemployment insurance or other types of social security or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return of money bonds and similar obligations, (f) rights reserved to or vested in any Governmental or Regulatory Authority to control or regulate any real property or interests therein in any manner, and all Laws of any Governmental or Regulatory Authority, and (g) matters of title respecting the Owned Real Property shown on the Title Policy and the Survey.

      “Person” means any natural person, corporation, limited liability company, general partnership, limited partnership, proprietorship, other business organization, trust, union, association of Governmental or Regulatory Authority.

      “Pre-Closing Liabilities” means all Liabilities of the Contributor, whether or not disclosed to the Acquiror, that, directly or indirectly, relate to, result from or arise out of, facts, conduct, conditions or circumstances in existence on or before the Closing Date, including, without limitation, all Liabilities listed in Section 1.4 of this Agreement.

      “Post-Closing Liabilities” has the meaning set forth in Section 1.3(b) .

      “Refinery” has the meaning set forth in the Recitals.

      “Related Agreements” means the Bill of Sale, the Deed, the Noncompetition Agreement, the Tolling Agreement, the Omnibus Agreement and any other agreement, certificate or similar document executed pursuant to this Agreement.

      “Release” means the presence, release, issuance, disposal, discharge, dispersal, leaching or migration into the indoor or outdoor environment or into or out of any property, including the movement of Hazardous Materials through the air, soil, surface water, ground water or property other than as specifically authorized by (and then only to the extent in compliance with) all Environmental Laws and Environmental Permits.

      “Retained Assets” has the meaning set forth in Section 1.2 .

      “Retained Refinery Related Assets” has the meaning set forth in Section 1.2(b) .

      “Subordinated Units” means the Class B Subordinated Units of the Parent to be established by Parent prior to the Closing.

      “Subsidiary” has the meaning set forth in Section 2.3(b) .

      “Survey” has the meaning set forth in Section 1.11(a)(iii) .

      “Tangible Property” has the meaning set forth in Section 1.1(a) .

      “Tax Disputes” has the meaning set forth in Section 4.2(b) .

      “Taxes” means any and all taxes, fees, levies, duties, tariffs, import and other charges imposed by any taxing authority, together with any related interest, penalties or other additions to tax, or additional amounts imposed by any taxing authority, and without limiting the generality of the foregoing, shall include net income taxes, alternative or add-on minimum taxes, gross income taxes, gross receipts taxes, sales taxes, use taxes, ad valorem taxes, value added taxes, franchise taxes, profits taxes, license taxes, transfer taxes, recording taxes, escheat taxes, withholding taxes, payroll taxes, employment taxes, excise taxes, severance taxes, stamp taxes, occupation taxes, premium taxes, property taxes, windfall profit taxes, environmental taxes, custom duty taxes or other governmental fees or other like assessments or charges of any kind whatsoever.

      “Tax Returns ” means all reports, estimates, declarations of estimated tax, information statements and returns relating to, or required to be filed in connection with, any Taxes, including information returns or reports with respect to backup withholding and other payments to third parties.

      “Title Company” has the meaning set forth in Section 1.11(a)(ii) .

      “Title Commitment” has the meaning set forth in Section 1.11(a)(ii) .

      “Title Policies” has the meaning set forth in Section 1.11(a)(ii) .

      “Tolling Agreement” has the meaning as set forth in Section 1.11(d) .

      “Units” means the Common Units and the Subordinated Units.

      “Unit Market Price” means the average closing price of the Common Units on the Nasdaq Global Select Market over the ten trading days immediately preceding the first public announcement by Parent of the terms of this Agreement.

     7.2 Other Terms.

     Other terms may be defined elsewhere in the text of this Agreement and shall have the meaning indicated throughout this Agreement.

     7.3 Other Definitional Provisions.

     (a) The words “hereof,” “herein” and “hereunder,” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not any particular provision of this Agreement.

     (b) The terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa. The terms defined in the neuter or masculine gender shall include the feminine, neuter and masculine genders, unless the context clearly indicates otherwise.

     (c) For purposes of this Agreement, “ordinary course of business” shall include, without limitation, spot service agreements and negotiating contract renewals consistent with past practices.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK – SIGNATURE PAGE FOLLOWS]

     This Agreement has been duly executed and delivered by the parties on the date first above written.

		ACQUIROR:
		MARTIN OPERATING PARTNERSHIP L.P.
		By: Martin Operating GP LLC, its general partner
		By: Martin Midstream Partners L.P., its sole member
		By: Martin Midstream GP LLC, its general partner
		By:		/s/ Ruben S. Martin
		Name:		Ruben S. Martin, III
		Title:		President and CEO
		CONTRIBUTOR:
		CROSS OIL REFINING & MARKETING, INC.
		By:		/s/ Ruben S. Martin
		Name:		Ruben S. Martin, III
		Title:		President and CEO
		GUARANTOR:
		MARTIN RESOURCE MANAGEMENT CORPORATION
		By:		/s/ Ruben S. Martin
		Name:		Ruben S. Martin, III
		Title:		President and CEO
		PARENT:
		MARTIN MIDSTREAM PARTNERS L.P.
		By: Martin Midstream GP LLC, its general partner
		By:		/s/ Ruben S. Martin
		Name:		Ruben S. Martin, III
		Title:		President and CEO

EXHIBIT 10.2

TOLLING AGREEMENT

     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.”

RECITALS

     WHEREAS, Owner is the owner and operator of a naphthenic lubricant refinery located in Ouachita County, Arkansas (“Refinery”);

     WHEREAS, Customer desires to secure the refining and storage services of Owner in order to provide for the refining and storage of various quantities of crude oil supplied by Customer into various grades and quantities of naphthenic lubricants designated by Customer from time to time (all such services referred to herein as the “Refining Services”); and

     WHEREAS, the Parties wish to enter into this Agreement for the purposes of detailing their respective agreements with respect to the foregoing matters.

     NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, the Parties agree to the following terms and conditions relating to Owner’s provision of refining and storage services in favor or Customer at the Refinery.

Section 1. Definitions. In this Agreement, unless the context requires otherwise, the following terms will have the meanings indicated below:

      “Affiliate” means, as to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. A Person shall be deemed to be controlled by any other Person if such other Person possesses, directly or indirectly, power (a) to vote 10% or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors, managing members, or managing general partners; or (b) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

      “Aggregate Quarterly Tolling Fee” means, for the applicable quarter an amount equal to the sum of (a) the Minimum Quarterly Tolling Fee, (b) the Monthly Reservation Fees paid with respect to such quarter (c) the Gas Surcharge (if any) and (d) the Excess Quarterly Tolling Fee (if any).

      “Change of Control” has the meaning set forth in that certain Second Amended and Restated Credit Agreement dated as of November 10, 2005, among Owner, as borrower, Martin Midstream Partners L.P. (“MMLP”), as a guarantor, Royal Bank of Canada, as administrative agent, and the financial institutions party thereto, as lenders, as amended by the First Amendment to Second Amended and Restated Credit Agreement dated as of June 30, 2006, the Second Amendment to Second Amended and Restated Credit Agreement dated as of December 28, 2007,

and the Third Amendment to Second Amended and Restated Credit Agreement dated as of September 24, 2008.

      “Contract Year” means a period of 365 days commencing with the Effective Date of this Agreement and each successive period of 365 days during the Term of this Agreement with the exception of any Contract Year in which February has 29 days when the period will be 366 days.

      “Contribution Agreement” means that certain Amended and Restated Contribution Agreement dated November 25, 2009, among MRMC, Customer, owner and MMLP.

      “Customer” has the meaning specified in the preamble paragraph to this Agreement.

     “ Designated Martin Shareholders” means the current shareholders of MRMC, including the beneficiaries of any trusts that are current shareholders of MRMC.

      “Effective Date” has the meaning specified in the preamble paragraph to this Agreement.

      “Excess Tolling Volume” means the number of barrels of Stock per fiscal quarter in excess of the product of (a) 6,500 multiplied by (b) the number of days in such fiscal quarter.

      “Excess Quarterly Tolling Fee” means the following amounts determined for the applicable fiscal quarter in the aggregate if there is Excess Tolling Volume: an amount equal to the product of (a) the Excess Tolling Volume, multiplied by (b) $4.28.

      “Force Majeure” means (i) acts of nature, landslides, severe lightning, earthquakes, fires, tornadoes, hurricanes, storms, and warnings for any of the foregoing which require the shut-down of wells, plants, pipelines, gathering systems, loading facilities or the Refinery or other related facilities, floods or other water conditions, washouts, severe lightning, freezing of machinery, equipment, wells or lines of pipe, inclement weather that necessitates extraordinary measures and expense to construct facilities or maintain operations, and other adverse weather conditions, (ii) explosions, breakage or accidents to equipment, machinery, plants, facilities or lines of pipe, the making of repairs or alterations to lines of pipe or plants, inability to secure labor or materials to do so, partial or entire failure of wells or gas supply, electric power shortages, accidents of navigation or breakdown or injury of vessels, or (iii) any other causes, whether of the kind enumerated above or otherwise, which were not reasonably foreseeable, and which are not within the control of the Party claiming suspension and which by the exercise of due diligence such Party is unable to prevent or overcome.

      “Gas Surcharge” has the meaning set forth in Section 3.4.

      “Minimum Daily Tolling Volume” means 6,500 barrels of Stock per day.

      “Minimum Quarterly Tolling Fee” means an amount equal to the product of (a) the Minimum Daily Tolling Volume, multiplied by (b) the Tolling Fee, multiplied by (c) the number of days in the applicable fiscal quarter.

      “Monthly Reservation Fee” means $1,308,333.33 per calendar month, as adjusted pursuant to this Agreement; provided, that, for any period of the Term that runs less than a full calendar month, the Monthly Reservation Fee shall be prorated based upon the number of days in the full calendar month and the number of days constituting the applicable period.

      “Person” means any natural person, trustee, corporation, general partnership, limited partnership, limited liability company, joint stock company, trust, unincorporated organization, bank, business association, firm, joint venture, governmental authority, company or other entity

      “Product” means naphthenic lubricants, distillates, asphalt flux and other intermediate cuts.

      “Owner” has the meaning specified in the preamble paragraph to this Agreement.

      “Refinery” has the meaning specified in the recitals to this Agreement.

      “Refining Services” has the meaning specified in the recitals to this Agreement.

      “Stock” means crude oil.

      “Term” means 12 Contract Years commencing on the Effective Date.

      “Tolling Fee” means $4.00 per barrel of Stock that is refined into Product, as adjusted pursuant to this Agreement.

Section 2. Refining Services, Statements, Documents and Records.

     2.1 During the term of this Agreement, Owner agrees to provide all necessary Refining Services, including services relating to the receipt, storage and refining, in connection with the refinement of Customer’s inventories of Stock supplied by Customer to Owner from time to time into various grades and quantities of Product designated by Customer from time to time. Owner agrees that the facilities at the Refinery, together with the right to use the Retained Refinery Related Assets (as defined in the Contribution Agreement), are reasonably suited to perform such tasks. Those activities will be performed by Owner in a manner consistent with good operational procedures and safeguards and in compliance with applicable laws, rules, regulations and ordinances.

     2.2 All inventories of Stock delivered by Customer to Owner hereunder shall be FOB to Owner at its designated internal point of delivery at the Refinery. All inventories of Product delivered by Owner to Customer hereunder shall be FOB to Customer at Owner’s designated internal point of delivery at the Refinery. Customer agrees to bear all freight and transportation charges relating to all inbound quantities of Stock and all outbound quantities of Product hereunder.

     2.3 Owner will transmit to Customer a statement of receipts and deliveries of Stock to and Product from the Refinery on a daily basis no later than 10:00 a.m. local time at the Refinery for the immediately preceding business day; provided, however, that if a holiday precedes a business day, the statement with respect to the preceding business day shall not be due until 3:00 p.m. local time on the business day following such holiday. This statement will be transmitted to Customer by facsimile.

     2.4 Owner will provide to Customer copies of individual tank gauging documents, tank truck loading rack bills of lading and scale tickets for receipts or deliveries as requested by Customer to verify the amount of Stock delivered to and Product received from the Refinery.

     2.5 Each Party will maintain a true and correct set of records pertaining to its performance of this Agreement and all transactions related to such performance and will retain copies of all such records for a period of not less than one year following termination or cancellation of this Agreement. Upon reasonable prior notice, a Party or its authorized representative may, during the Term of this Agreement and for the aforesaid one-year period, audit such records of the other Party during normal business hours at the other Party’s place of business to verify the accuracy of any statement, charge, computation, or demand made under or pursuant to this Agreement. Each Party agrees to keep records and books of account in accordance with generally accepted accounting principles in the industry. Any statement shall be deemed accurate and final as to both Parties unless questioned within one year after payment thereof has been made.

Section 3. Fees, Charges, Invoices and Taxes.

     3.1 Concurrent with the execution of this Agreement, Customer shall pay to Owner the Monthly Reservation Fee, pro rated for the number of days remaining in the month on which this Agreement is executed. Thereafter, at least 10 days prior to first day of each calendar month, Customer shall pay Owner the Monthly Reservation Fee for such month. Within 30 days following the end of each fiscal quarter during the Term of this Agreement, Owner will submit to Customer statements recording the volume of Customer’s Stock received into and Product delivered from the Refinery during such fiscal quarter and shall submit an invoice to Customer in respect of Refining Services provided by Owner during such quarter reflecting an amount equal to the Aggregate Quarterly Tolling Fee for such Quarter, minus the Monthly Reservation Fees already paid with respect to such quarter (the “Quarterly Payment”). The Minimum Quarterly Tolling Fee for a particular fiscal quarter shall not be subject to any downward adjustment due to the failure of Customer to throughput at the Refinery the aggregate Minimum Daily Tolling Volume for the entirety of such quarter; provided, however , unless such failure is (a) a reasonable result of Customer’s breach of any aspect of the Contribution Agreement, or (b) due to Customer’s failure to provide sufficient Stock, or (c) the result of a Force Majeure event, the effects of which are covered in Section 9 hereof, then the Minimum Quarterly Tolling Fee and the Monthly Reservation Fee for a particular quarter will be subject to a proportional downward adjustment to the extent that, due to Owner’s operational difficulties and/or downtime at, or the closing of any portion of, the Refinery, Owner is not able to refine for the entirety of such quarter a volume equal to the product of the aggregate Minimum Daily Tolling Volume multiplied by the number of days in such quarter. If the Monthly Reservation Fees paid with respect to such

quarter have been subject the proportional downward adjustment, such proportionate reduction, to the extent already paid by Customer to Owner with respect to such quarter, shall be refunded to Customer within 30 days following the end of the applicable quarter.

The Tolling Fee and the Monthly Reservation Fee are subject to any applicable adjustment set forth in Section 3.3 below and adjustment set forth in Section 3.6 below.

     3.2 All fees and charges reflected in Owner’s invoices are due and payable within ten days of the date of Owner’s invoice.

     3.3 The Tolling Fee, the Excess Tolling Fee and the Monthly Reservation Fee payable under this Agreement will be adjusted, effective on the first day after the end of the first Contract Year and each Contract Year thereafter, from the Tolling Fee, the Excess Tolling Fee and Monthly Reservation Fee for the previous Contract Year to reflect the greater of (i) a 3% increase over the previous Contract Year or (ii) the percentage change (increase or decrease) in the Consumer Price Index For Urban Wage Earners and Clerical Workers (1967=100) specified for “All Items United States” compiled by the Bureau of Labor Statistics of the United States Department of Labor (“CPI”), by comparing the CPI for the months of June immediately prior to the commencement of the Contract Year for which the fee escalation is being calculated with the CPI for the same month in the preceding 12-month period. For example, if the Contract Year for which the adjusted fees are being calculated commences on November 1, 2010, the base months for determining the adjustment would be June 2010 and June 2009. In this example, assuming any CPI adjustment would be greater than 3%, the fees and charges would be adjusted, effective November 1, 2010, based upon the percentage increase in the CPI between that published for June 2009 and that published for June 2010. If the United States Government materially changes the manner of computing the CPI or ceases to publish the CPI at any time during the Term of this Agreement, the Parties will negotiate in good faith to agree upon a substitute index or methods of computing the index for purposes of escalating the fees and charges under this Agreement.

     3.4 Owner may add a reasonable surcharge to reflect increased natural gas costs utilized in the refining of the Products (the “Gas Surcharge”), which shall be calculated for each fiscal quarter in accordance with the following formula:

     (a) The excess of (i) the average of the NYMEX Henry Hub daily closing prices of natural gas during the fiscal quarter (expressed in dollars per MMBTU), over (ii) $4.00 MMBTU; multiplied by

     (b) the total number of barrels of Stock refined during such fiscal quarter; multiplied by

     (c) 0.57.

Direct natural gas costs will be based upon usage as determined by metering equipment that serves the Refinery.

     3.5 During the term of this Agreement and in consideration of Owner’s agreement to provide Refining Services to Customer hereunder, in addition to the other amounts owed to the

Owner hereunder, Customer shall be responsible for all taxes, including ad valorem taxes, assessed against the Stock and the Products, including any sales and use tax.

     3.6 On each of the third (3rd), sixth (6th), and ninth (9th) anniversaries of the Effective Date of this Agreement, a party may request a renegotiation of the Quarterly Reservation Fee, if such party reasonably believes that the adjustments in Section 3.3 do not accurately reflect actual increases or decreases in operating costs. In such a case, the parties shall negotiate in good faith to reach mutual agreement on a revised Monthly Reservation Fee which the parties believe will more accurately operating costs for subsequent periods. Any such revised Monthly Reservation Fee that is mutually agreed to shall apply in quarterly periods beginning subsequent to the time of such mutual agreement. For the avoidance of doubt, no adjustments shall be made to the Monthly Reservation Fee to account for any differences between actual and projected operating costs previously incurred, i.e. there is no “true up” contemplated by the Parties.

Section 4. Operations, Receipts and Deliveries.

     4.1 Customer’s Stock may be delivered and its Product received by Owner at the Refinery via pipeline, rail or truck or on behalf of Customer free of any charge to Owner.

     4.2 Receipts of Product by the Owner will be handled within the normal business hours of the Refinery, as may be established from time to time. Owner will not be responsible for the payment of any demurrage or costs incurred by Customer or its transportation carrier for any delay in receiving Stock or delivering the Product, and all such charges shall be the responsibility of the Customer.

     4.3 Owner will notify Customer of changes to the normal business hours of the Refinery, in advance or as soon after implementation as is practicable.

     4.4 Owner and Customer shall perform all activities specified herein in accordance with all applicable federal, state and local laws, rules, regulations, ordinances, decrees, orders, permits, licenses or other requirements having the force of law.

     4.5 Customer must arrange for and pay all third party costs relating to the transportation, receipt, delivery and packaging of all Stock and Products of Customer which are delivered to and from the Refinery.

     4.6 Within 45 days following termination of this Agreement, Customer, at its sole cost and expense, will remove and properly dispose of, or cause to be removed and properly disposed of all Stock, Product, residue, scale, non-merchantable bottoms, and any other accumulation from the Refinery which constitute property of Customer, including the storage tanks and clean the storage tanks’ interior to a condition suitable for the storage of Stock and Product as is typical for the Refinery. If Customer fails to comply with this requirement within the time period referenced, Customer authorizes Owner to either (i) take such action on Customer’s behalf, and Customer will reimburse Owner for all cost and expense reasonably incurred in taking such action, plus a 15% handling fee, and (ii) charge Customer for the cost of

storage and handling of said Product at a rate of $0.02 per barrel per day storage in addition to any other fees and rates payable to Owner by Customer under this Agreement, which fees and rates will continue to apply if the Product has not been removed by Customer within the aforesaid 45-day period. Owner’s remedies under this Section 4.6 are in addition to any other remedies that Owner may have at law, in equity or otherwise.

     4.7 Owner will not be required to make any improvements, alterations or additions to the Refinery in connection with the provision of the Refining Services. If any federal, state or local governmental body requires installation of any improvement, alteration or addition to the Refinery for purposes of compliance with applicable law or regulation that would materially interfere with or change the nature or cost of providing the Refining Services under this Agreement, Owner will notify Customer of (i) the cost of making any such improvement, alteration or addition, and (ii) when such improvement, alteration or addition must be completed. In the event such costs are $100,000 or less, Owner shall proceed to make such required improvements, alterations or additions. In the event such costs exceed $100,000, Owner and Customer agree to renegotiate the terms of this Agreement in good faith to effect a sharing of such costs. In addition, Owner may, in its discretion, make such improvements, alterations or additions to the Refinery as it may from time to time deem necessary, provided that such discretionary alterations due not interfere with the provision of Refining Services hereunder.

Section 5. Product Quality Standards and Requirements.

     5.1 Customer agree that Owner shall not be required to receive Stock into the Refinery that contains adulterants, which are not normally present in the Product, which pose a risk of damage to Owner’s equipment, or which contains any Hazardous Substance (other than petroleum or petroleum by-products).

     5.2 Owner may sample any Stock delivered to the Refinery for the purpose of conducting an analysis of such Stock. The cost of such analysis will be borne by Owner. The Owner shall use reasonable efforts to keep the results of such analysis confidential.

Section 6. Title, Custody and Loss of Product.

     Title to Customer’s Stock and Product will remain with Customer at all times, subject to any lien in favor of Owner created pursuant to the terms of this Agreement or under applicable law. Owner will assume custody of the Stock and Product beginning when such Stock or Product passes to the internal point of delivery referred to in the first sentence of Section 2.2 and custody will pass back to Customer at the time such Stock or Product passes to the internal point of delivery referred to in the second sentence of Section 2.2.

Section 7. Limitation of Liability and Damages.

      Notwithstanding any other provision of this Agreement, Owner shall not be responsible for any lost or contaminated Stock or Product, nor liable for any loss, additional cost, lost profit or opportunity, or consequential damage arising therefrom.

Section 8. Stock and Product Measurement.

     8.1 Quantities of Stock received into and Product delivered from the Refinery will be determined for the applicable mode of receipt and delivery by either (i) shore tank or truck tank gauge reading taken before and after each receipt or delivery, (ii) loading rack meter readings, (iii) certified scales, (iv) pipeline meters or (v) other appropriate quantity measuring devices, as determined by Owner. Absent obvious error, the quantities of Stock and Products at the Refinery at any time will be determined from Refinery inventory records of receipts and deliveries. Inventory records of Stock and Product will be verified against the sum of the material at the Refinery as well as line charge. Gauging of Stock received, Product delivered and Stock or Product in storage will be taken jointly by representatives of the Parties; provided, that if Owner does not have representatives present for gauging, Customer’s gauging will be conclusive. Owner may use certified public inspectors at its own expense.

     8.2 Refinery and loading facility meters will be calibrated periodically and upon each completion of repair or replacement of a meter, at Owner’s expense. Current calibration charts, licenses and inspection permits will be available at the Refinery for examination during normal business hours. If a meter is determined by either Party to be defective or inoperative, such Party shall immediately notify the other Party, and it will be the responsibility of the Owner to promptly make repairs or replacements.

     8.3 Unless indicated otherwise, quantity determinations will be based on barrels of Stock or Product.

Section 9. Force Majeure; Cessation of Operations.

     9.1 If either Party is rendered unable to perform or delayed in performing, wholly or in part, its obligations under this Agreement, other than the obligation to pay the Aggregate Quarterly Tolling Fee when due, which shall be payable irrespective of whether a Force Majeure event exists, as a result of a Force Majeure event, that Party may seek to be excused from such performance by giving the other Party prompt written notice of the Force Majeure event with reasonably full particulars of such event. The obligations of the Party giving notice, so far as they are affected by the Force Majeure event, will be suspended during, but not longer than, the continuance of the Force Majeure event. The affected Party must act with commercially reasonable diligence to resume performance and notify the other Party that the Force Majeure event no longer affects its ability to perform under the Agreement.

     9.2 The requirement that any Force Majeure event be remedied with all reasonable dispatch will not require the settlement of strikes, lockouts, or other labor difficulty by the Party claiming excuse due to a Force Majeure event contrary to its wishes.

     9.3 If either Party is rendered unable to perform by reason of Force Majeure for a period in excess of 120 days, and if the party seeking excused performance has not, within such 120 day period, sought to effect a solution to the inability to perform and thereafter diligently continued with such solution until the event has passed and the ability to act and perform is

restored, then the other Party may terminate this Agreement upon written notice to the Party claiming excuse due a Force Majeure event.

     9.4 If Owner is excused from providing service pursuant to this Agreement due to an event of Force Majeure that extends beyond a 120 consecutive day period, the fees hereunder that accrue after the expiration of such 120 day period, and the Quarterly Minimum Tolling Fee and the Monthly Reservation Fees with respect to such quarter, if any, that are directly affected by such Force Majeure event will be excused or proportionately reduced to the extent that such event of Force Majeure results in Owner being unable to refine for the entirety of such quarter a volume equal to the product of the aggregate Minimum Daily Tolling Volume multiplied by the number of days in such quarter. With respect to any reduction in the Monthly Reservation Fees, any such amount shall be refunded to Customer upon determination of the adjustments to be made pursuant to this Section 9.4.

     9.5 Notwithstanding anything to the contrary contained in this Agreement, in the event that Owner cannot provide the services under this Agreement as a result of any breech of a representation, warranty or indemnity of Customer contained in the Contribution Agreement, there shall be no reduction in fees under this Agreement and Owner shall be entitled to receive the Aggregate Quarterly Tolling Fee with respect to the period for which services cannot be performed.

Section 10. Inspection of and Access to Refinery.

     10.1 Subject to Customer meeting Owner’s safety requirements and its other reasonable rules and regulations concerning activities in and around the site, Customer’s right and that of its authorized representatives to enter the Refinery in order to observe and verify Owner’s performance hereunder will be exercised in a way that will not interfere with or diminish Owner’s control over or its operation of the Refinery and will be subject to reasonable rules and regulations from time to time promulgated by Owner.

     10.2 Customer acknowledges that any grant of the right of access to the Refinery under this Agreement or under any document related to this Agreement is a grant of merely a license and conveys no interest in or to the Refinery or any part of it, and may be withdrawn by Owner at its discretion at any time, subject to the terms of this Agreement.

Section 11. Assignment.

     (a) This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their permitted successors and assigns. Neither Party may assign this Agreement, directly or indirectly, without the express prior written consent of the other Party; provided, however , that either Party may assign this Agreement to a wholly-owned entity or to an entity that wholly-owns the assigning Party; and provided further , that Owner shall be permitted to pledge its rights under this Agreement to any current or future lenders of Owner and Martin Midstream Partners L.P. and Customer acknowledges that such lenders have the right to take an assignment of this Agreement if such pledge is foreclosed upon. For purposes of this Section, “assign” will be considered to include any Change of Control of a Party or an assignment by

operation of law in connection with a merger, consolidation, reorganization, receivership, bankruptcy or similar event or by asset sale. In the event the non-assigning Party, upon request by the assigning Party, consents to such assignment, the rights of obligations of the assigning Party shall be binding upon the permitted assignees. The consent by a Party to any assignment, subletting, hypothecation, pledge, encumbrance, mortgage of this Agreement will not constitute a waiver of such Party’s right to withhold its consent to any other or further assignment, subletting, hypothecation, pledge, encumbrance, mortgage of the Agreement. The absolute and unconditional prohibitions contained in this Section are material inducements by the Parties to enter into this Agreement and any breach thereof by a Party will constitute a material default by such Party under this Agreement permitting the non-breaching Party to exercise all remedies provided for in this Agreement or by law.

     (b) In the event that this Agreement is terminated as a result of Section 12.1(d), upon the written request of Customer, Owner will seek to cause any successor to negotiate a reasonably acceptable agreement with Customer to provide continued Refining Services to Customer. The obligations under this Section 11(b) shall terminate in the event that Customer’s secured credit facility agented by Amegy Bank National Association is terminated

Section 12. Termination.

     12.1 This Agreement may be terminated as follows:

     (a) This Agreement may be terminated at any time by the mutual agreement of the Parties.

     (b) This Agreement may be terminated by a Party as a result of a breach by the other Party as provided in Section 15.

     (c) This Agreement may be terminated by a Party as a result of the other Party (including such Party’s assets) (i) filing for bankruptcy (whether voluntary or involuntary, including any petition under insolvency or similar laws), or being adjudicated insolvent or bankrupt, (ii) seeking dissolution or reorganization or the appointment of a receiver, trustee, custodian or liquidator for a substantial portion of its property, assets or business or to effect a plan or other arrangement with its creditors, (iii) making a general assignment for the benefit of its creditors, or consenting or acquiescing in the appointment of a receiver, trustee, custodian or liquidator for a substantial portion of its property, assets or business, or (iv) becoming subject of an involuntary petition for dissolution, reorganization or the appointment of a receiver, trustee, custodian or liquidator or becoming subject to any writ, judgment, warrant of attachment, execution or similar process which is not dismissed within 60 days.

     (d) This Agreement will automatically terminate in the event that the Owner or its permitted assignees hereunder no longer owns the Refinery.

     (e) This Agreement will automatically terminate in the event the Omnibus Agreement among Owner, Martin Midstream GP, LLC Customer and MMLP, dated November 1, 2002, is terminated.

     (f) This Agreement is terminated at Owner’s sole and exclusive election in the event that either Customer or Martin Resource Management Corporation materially defaults under the Contribution Agreement and such default is not cured within the applicable cure period of such Contribution Agreement and the cure period provided in Section 15 of this Agreement; provided, however , that any Party that has claimed a dispute pursuant to the applicable provisions of this Contribution Agreement shall not be deemed to be in default until such dispute is resolved against such Party in accordance with the provisions of the Contribution Agreement.

Section 13. Notice.

Any notice required under this Agreement must be in writing and will be deemed received when actually received and delivered by (i) United States mail, certified or registered, return receipt requested, (ii) confirmed overnight courier service, or (iii) confirmed facsimile transmission properly addressed or transmitted to the address of the Party indicated below or to such other address or facsimile number as a Party will provide to the other Party in accordance with this provision:

If to Customer:

Cross Oil Refining & Marketing, Inc.

Attn: Chris Booth

4200 Stone Road

Kilgore, Texas 75662

Telephone: (903) 983-6200

Telecopy: (903) 983-6262

with a copy to:

Mr. John Gaylord

5851 San Felipe, Suite 900

Houston, Texas 77057

Telephone: (713) 974-5000

If to Owner:

Martin Operating Partnership L.P.

Attn: Chris Booth

4200 Stone Road

Kilgore, Texas 75662

Telephone: (903) 983-6200

Telecopy: (903) 983-6262

Section 14. Compliance with Law and Safety.

     14.1. Customer warrants that the Stock delivered by it to the Refinery is produced, transported, and handled are in full compliance with all statutes, ordinances, rules, regulations, orders and directives of federal, state, or local authority (“laws”), including those applicable to environmental pollution, and all presidential proclamations that apply to either Party. Customer also warrants that the Product tendered to it by Owner at the Refinery is transported and handled in full compliance with all laws, including those applicable to environmental pollution, and all presidential proclamations that apply to either Party.

     14.2. Customer certifies, on behalf of itself, its employees, agents, and contractors that all vehicles and vessels used in connection with this Agreement will comply with all applicable federal, state, and local laws and that they will comply with Owner’s safety rules. Customer will furnish Owner with information (including Material Safety Data Sheet) concerning the safety and health aspects of each of the Products produced under this Agreement. Customer will communicate such information to all persons who may be exposed to or may handle such Products, including without limitation, Owner’s employees, agents and contractors.

     14.3 Unless the Stock provided by Customer contained adulterants or Customer has breached its Pre-Closing Liabilities under the Contribution Agreement, Owner warrants that the Products produced are in full compliance with all statutes, ordinances, rules, regulations, orders and directives of federal, state, or local authority (“Laws”), including those applicable to environmental pollution, and all presidential proclamations that apply to either Party.

Section 15. Default, Waiver and Remedies.

     A material breach of any of the terms and conditions of this Agreement by either Party will constitute a default. Upon default, the non-defaulting Party shall, within 30 calendar days of knowledge of such default, notify the defaulting Party of the particulars of such default and the defaulting Party has 30 calendar days thereafter to cure such default. Upon the defaulting Party’s failure to cure the default within the 30-day grace period, any and all obligations, including payments of fees due under this Agreement, will, at the option of the non-defaulting Party, become immediately due and payable and the non-defaulting Party may terminate this Agreement upon written notice to the defaulting Party. The waiver by the non-defaulting Party of any right under this Agreement will not operate to waive any other such right nor operate as waiver of that right at any future date upon another default by either Party under this Agreement and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise of that right, power, or privilege or the exercise of any other right, power, or privilege. Nothing in this Section is intended in any way to limit or prejudice any other rights or remedies the non-defaulting Party may have under this Agreement or the law. The remedies of Owner provided in this Agreement are not exclusive and, except as otherwise expressly limited by this Agreement, are in addition to all other remedies of Owner at law or in equity. Acceptance by Owner of any payment from Customer for any charge or service after termination of this Agreement shall not be deemed a renewal of this Agreement under any circumstances, nor a waiver of any rights Owner may have under this Agreement or otherwise.

Section 16. Insurance.

     16.1. Coverage by Owner.

     (A) During the term of this Agreement Owner will procure and maintain, at its sole expense, with solvent underwriters, policies of insurance in the minimum amounts outlined below:

          (1) Commercial General Liability (Occurrence Form) for bodily injury and property damage, including the following coverage: premises/operations, independent contractors, blanket contractual liability, explosion, broad form property damage, products/completed operations, sudden and accidental pollution liability and, where appropriate, stop-gap coverage with total limits to all insureds for not less than $1 million for each occurrence and $2 million aggregate for each annual period;

          (2) Excess Liability of $5 million in excess of the limits for all of the above insurance policy types to include a “drop down” provision in the event the underlying limits are exhausted;

          (3) Workers’ Compensation complying with the laws and statutory minimum coverage of the state or states where performance under this Agreement takes place, whether or not such coverage its required by law, including, coverage for voluntary compensation and alternate employer and an “other states coverage” endorsement;

          (4) Employer’s Liability with limits of $1 million (combined single limit) for each accident, including occupational disease coverage with a limit of $100,000 for each employee and a $1 million policy limit, including coverage under the Federal Longshoremen and Harbor Workers’ Act, the Jones Act, the Federal Death on the High Seas Act and general maritime remedies of seamen including transportation, wages, maintenance and cure whether the action is in rem or in personam;

          (5) Pollution Legal Liability applicable to bodily injury, property damage, including loss of use of damaged property or loss of property that has not been physically injured or destroyed, cleanup costs and defense, including costs and expenses incurred in the investigation, defense or settlement of claims, and all such coverage to apply to sudden and non-sudden pollution conditions resulting from the escape or release of smoke, vapors, fumes, acids, alkalis, toxic chemicals, liquids, or gases, waste materials, or other irritants, contaminants or pollutants, in an amount of $1 million per loss, with an annual aggregate of $2 million;

          (6) Business Interruption applicable to the Refinery and its operations of $20,000,000 million; and

          (7) Such other insurance, including Business Income and Extra Expense, Off Premise Services and Business Income for Dependent Properties, as reasonably determined to be necessary by Owner and Customer

     16.2. Certificates of Insurance. Prior to Customer commencing any performance under this Agreement and as a condition of exercising any rights under this Agreement, Owner will furnish to Customer, certificates of insurance, evidencing that proper insurance has been secured in accordance with the specific terms of this Agreement. Failure of Customer to require such certificate or to object to any such certificate it receives or to commence performance without first providing a conforming certificate or request copies of any policy will not be a waiver of Owner’s obligation to meet its insurance obligations under this Section, including, without limitation, its obligation to provide conforming certificates.

     16.3. Reports of Accidents. Owner and Customer will immediately provide written notice to each other of all accidents or occurrences resulting in injuries to employees or third parties, or damage to property arising out of or during the course of the performance under this Agreement and, as soon as practical, will furnish each other with a copy of all reports made by any insurance underwriter or reports to others of such accidents or occurrences.

Section 17. Indemnity.

     17.1. To the extent permitted by law and except as otherwise specifically provided in this Agreement, Customer will defend and indemnify Owner from and against any liability, loss, damage, claim, suit, penalty, fine, judgment, cost or expense (including reasonable attorney fees and other costs of litigation) resulting from, associated with or arising out of (i) Customer’s failure to comply with applicable governmental or quasi-governmental laws, regulations or rules, (ii) bodily injury or death of any person, including, without limitation, Customer’s and Owner’s employees, agents and representatives, (iii) damage to natural resources or to property of any

nature, including, without limitation, that involving the Stock and the Products and other property of Customer and the Refinery and other property of Owner, to the extent caused by the negligent or willful acts or omissions of Customer, its employees, agents, representatives or contractors, (iv) discharges, spills, or leaks of Stock or Products or any other substances, to the extent caused by the negligent or willful acts or omissions of Customer, its employees, agents, representatives or contractors in the exercise of any of the rights granted under this Agreement or in the operation, loading, or unloading of any motor vehicle, or any vessel owned or hired by Customer, its agents or contractors, (v) all product liability or similar claims relating to the Stock and the Products, or (vi) governmental proceedings relating to the operations at the Refinery, except to the extent any such loss, damage, claim, suit, liability, penalty, fine, judgment or expense is (a) finally determined to have resulted from the negligent or willful misconduct of Owner, or (b) covered by the following indemnity.

     17.2. To the extent permitted by law and as otherwise specifically provided in this Agreement, Owner will defend and indemnify Customer from and against any loss, damage, claim, suit, liability, penalty, fine, judgment or expense (including reasonable attorney fees and other costs of litigation) resulting from, associated with or arising out of (i) Owner’s failure to comply with applicable governmental or quasi-governmental laws, regulations or rules unless such failure is reasonably resulting from Customer’s failure to comply with its obligations, liabilities or indemnities in the Contribution Agreement, (ii) bodily injury or death of any person, including, without limitation, Customer’s and Owner’s employees, agents or representatives, (iii) damage to natural resources or to property of any nature, including, without limitation, that involving the Stock and the Products and other property of Customer and the Refinery and other property of Owner to the extent caused by the negligent or willful acts or omissions of Owner, its employees, agents, representatives or contractors, (iv) discharges, spills, or leaks of Stock or Products or any other substances, to the extent caused by the negligent or willful acts or omissions of Owner, its employees, agents, representatives or contractors in the exercise of any of the rights granted under this Agreement or in the operation, loading, or unloading of any motor vehicle, or any vessel owned or hired by Owner, its agents or contractors, and (v) governmental proceedings relating to the operations at the Refinery, except to the extent any such loss, damage, claim, suit liability, penalty, fine, judgment or expense is (a) finally determined to have resulted from negligent or willful misconduct of Customer, or (b) covered by the preceding indemnity.

     17.3 Under the foregoing indemnities, where the personal injury to or death of any person, or loss of or damage to property is the result of the joint or concurrent negligence or willful acts or omissions of Owner and Customer, each Party’s duty of indemnification will be in proportion to its share of such joint or concurrent negligence, or willful misconduct.

     17.4 To receive the foregoing indemnities, the Party seeking indemnification must notify the other in writing of a claim or suit promptly and provide reasonable cooperation (at the indemnifying Party’s expense) and full authority to defend or settle the claim or suit. Neither Party shall have any obligation to indemnify the other under any settlement made without its written consent.

     17.5 In addition to and separate and apart from other insurance obligations that Customer may assume under the terms of this Agreement, insurance covering this indemnity agreement must be provided by Customer to the extent permitted by law. Further, by requiring insurance in this Agreement, Owner does not represent that the required insurance coverage and minimum limits will necessarily be adequate to protect Owner, and such insurance coverage and limits will not be deemed as a limitation on Customer’s liability under the indemnities granted to Owner in this Agreement.

Section 18. Construction of Agreement.

     18.1 Headings . The headings of the sections and subsections of this Agreement are for convenience only and will not be used in the interpretation of this Agreement.

     18.2 Amendment or Waiver . This Agreement may not be amended, modified or waived except by written instrument executed by officers or duly authorized representatives of the respective Parties. In addition, as long as Owner is a party to this Agreement, the Conflicts Committee of MMLP shall be required to approve any amendment to this Agreement in accordance with its required procedures.

     18.3 Severability of Provisions . If any provision of this Agreement is held to be unenforceable, this Agreement shall be considered divisible and such provision shall be deemed inoperative to the extent it is deemed unenforceable, and in all other respects this Agreement shall remain in full force and effect; provided, however, that if any such provision may be made enforceable by limitation or modification thereof, then such provision shall be deemed to be so limited or modified and shall be enforceable to the maximum extent provided by applicable law.

     18.4 Entire Agreement . This Agreement (including the attachments) contains the entire and exclusive agreement between the Parties with respect to the subject matter hereof and supersedes and renders void all previous agreements, negotiations and representations between the Parties, whether written or oral. The terms of this Agreement may not be amended, contradicted, explained or supplanted by any usage of trade, course of dealing or course of performance.

Section 19. Law.

     This Agreement will be construed and governed by the laws of the State of Texas without regard to principles of conflict of laws.

Section 20. Alternative Dispute Resolution.

     20.1. Covered Disputes. Any dispute, controversy or claim (whether sounding in contract, tort or otherwise) arising out of or relating to this Agreement, including without limitation the meaning of its provisions, or the proper performance of any of its terms by either Party, its breach, termination or invalidity (“Dispute”) will be resolved in accordance with the procedures specified in this Section, which will be the sole and exclusive procedure for the resolution of any such Dispute, except that a Party, without prejudice to the following

procedures, may file a complaint to seek preliminary injunctive or other provisional judicial relief, if in its sole judgment, that action is necessary to avoid irreparable damage or to preserve the status quo. Despite that action the Parties will continue, subject to Section 20.6, to participate in good faith in the procedures specified in this Section.

     20.2 Initiation of Procedures. Either Party wishing to initiate the dispute resolution procedures set forth in this Section with respect to a Dispute not resolved in the ordinary course of business must give written notice of the Dispute to the other Party (“Dispute Notice”). The Dispute Notice will include (i) a statement of that Party’s position and a summary of arguments supporting that position, and (ii) the name and title of the executive who will represent that Party, and of any other person who will accompany the executive, in the negotiations under next subsection.

     20.3 Negotiation Between Executives. If one Party has given a Dispute Notice under the preceding subsection, the Parties will attempt in good faith to resolve the Dispute within 45 calendar days of the notice by negotiation between executives who have authority to settle the Dispute and who are at a higher level of management than the persons with direct responsibility for administration of this Agreement or the matter in Dispute. Within 15 calendar days after delivery of the Dispute Notice, the receiving Party will submit to the other a written response. The response will include (i) a statement of that Party’s position and a summary of arguments supporting that position, and (ii) the name and title of the executive who will represent that Party and of any other person who will accompany the executive. Within 45 calendar days after delivery of the Dispute Notice, the executives of both Parties will meet at a mutually acceptable time and place, and thereafter, as often as they reasonably deem necessary, to attempt to resolve the Dispute. The Conflicts Committee of MMLP shall have the right to have a representative present at any such meeting.

     20.4 Mediation. If the Dispute has not been resolved by negotiation under the preceding subsection within 45 calendar days of the Dispute Notice, and only in such event, either Party may initiate the mediation procedure of this subsection by giving written notice to the other Party (“Mediation Notice”). The Parties will endeavor to settle the Dispute by mediation within 90 calendar days of the Mediation Notice.

     20.5 Arbitration. If the Dispute has not been resolved by mediation under the preceding subparagraph within 90 calendar days of the Mediation Notice, and only in such event, either Party may initiate the arbitration procedure of this subsection by giving written notice to the other Party (“Arbitration Notice”). The Dispute will be finally resolved by binding arbitration in accordance with the then current Arbitration Rules of the American Arbitration Association (“AAA”) by a single arbitrator, chosen by mutual agreement of both Parties. If the Parties cannot select an arbitrator within 30 calendar days of the Arbitration Notice, the AAA will select the arbitrator. The United States Arbitration Act, 9 U.S.C. Sec. 1-16 as amended (“the Act”), will govern the arbitration. Judgment upon the award rendered by the arbitrator may be entered by any court of any state having jurisdiction. The statute of limitations of the State of Texas for the commencement of a lawsuit will apply to the commencement of an arbitration under this Agreement, except that no defenses will be available based upon the passage of time during any negotiation or mediation called for by this Section. Each Party will assume its own costs of legal

representation and expert witnesses and the Parties will share equally the other costs of the arbitration. The arbitrator will award pre-judgment interest in accordance with the law of Texas; however, the arbitrator may not award punitive damages. The arbitration will take place in Houston, Texas

     20.6 Tolling and Performance. Except as indicated in the preceding subsection with regard to the commencement of arbitration, all applicable statutes of limitation and defenses based upon the passage of time will be tolled while the procedures specified in this Section are pending. The Parties will take any action required to effectuate that tolling. Each Party is required to continue to perform its obligations under this Agreement pending final resolution of any Dispute, unless to do so would be impossible or impracticable under the circumstances. Furthermore, notwithstanding the pendency of the mediation or arbitration, the Parties shall continue to perform under this Agreement to the extent that such performance does not exacerbate (other than with respect to monetary matters) the specific matter giving rise to the dispute, controversy or claim.

This Agreement has been executed by the authorized representatives of each Party as indicated below effective as of the Effective Date.

CROSS OIL REFINING & MARKETING, INC.

By:		/s/ Ruben S. Martin
Name:		Ruben S. Martin, III
Title:		President and CEO

MARTIN OPERATING PARTNERSHIP L.P.
By: Martin Operating GP LLC, Its General Partner
By: Martin Midstream Partners L.P., Its Sole Member
By: Martin Midstream GP LLC, Its General Partner

By:		/s/ Ruben S. Martin
Name:		Ruben S. Martin, III
Title:		President and CEO

EXHIBIT 10.3

AMENDMENT NO. 1

TO

OMNIBUS AGREEMENT

     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”).

      WHEREAS , MRMC, the General Partner, the Partnership and the Operating Partnership entered into the Omnibus Agreement;

      WHEREAS , MRMC, the Partnership, the Operating Partnership and Cross Oil Refining & Marketing, Inc., a Delaware corporation and a wholly owned subsidiary of MRMC (“Cross”), have entered into that certain Amended and Restated Contribution Agreement, dated as of November 25, 2009 (the “Contribution Agreement”), whereby certain assets relating to Cross’ naphthenic lube refinery will be sold to the Operating Partnership in consideration for common and subordinated units in the Partnership (the “Cross Transaction”);

      WHEREAS , pursuant to the Contribution Agreement, MRMC must deliver on the closing date of the Cross Transaction, this Amendment which revises the definition of the term “Business” to include the refining of crude oil (the “Amendment Purpose”);

      WHEREAS , MRMC, the General Partner, the Partnership and the Operating Partnership wish to amend the Omnibus Agreement pursuant Section 6.8 of the Omnibus Agreement to reflect the Amendment Purpose;

      WHEREAS , the Partnership, in accordance with Section 6.8 of the Omnibus Agreement, has received the prior approval of the Conflicts Committee to agree to amend the Omnibus Agreement, as reflected in the resolutions of the Conflicts Committee dated November 4, 2009.

      NOW THEREFORE , in consideration of the premises and the covenants, conditions, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, MRMC, the General Partner, the Partnership and the Operating Partnership hereby agree as follows:

Section 1. Amendment .

(a) Article I is hereby amended to amend and restate the following definitions:

     (i) “Assets” means the “Contributed Assets” as such term is defined in (i) the Contribution Agreement, and (ii) the Cross Contribution Agreement.

     (ii) “Business” means (i) providing marine and other transportation, terminalling, refining, processing, distribution and midstream logistical services for hydrocarbon products and by-products, including, without limitation, the refining of crude oil into various grades and quantities of naphthenic lubricants, distillates, asphalt flux and other intermediate cuts, and (ii) manufacturing and marketing fertilizers and related sulfur-based products.

     (iii) “Cross Contribution Agreement” means that certain Amended and Restated Contribution Agreement, dated as of November 25, 2009, among the Partnership, the Operating Partnership, MRMC and Cross Oil Refining & Marketing, Inc.

Section 2. Ratification of the Omnibus Agreement . Except as expressly modified and amended herein, all of the terms and conditions of the Omnibus Agreement shall remain in full force and effect.

Section 3. Governing Law . This Amendment shall be subject to and governed by the laws of the State of Texas, without regard to conflicts of laws principles.

Section 4. Counterparts . This Amendment may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by PDF or telecopy shall be effective as delivery of a manually executed counterpart of this Amendment.

REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURE PAGES FOLLOW.

           IN WITNESS WHEREOF , the Parties hereto have executed this Amendment on, and effective as of, the date first written above.

		MARTIN MIDSTREAM PARTNERS, L.P.
		By:		MARTIN MIDSTREAM GP L.L.C.,
				On behalf of itself and on behalf of Partnership
				as its General Partner

		By:		/s/ Ruben S. Martin
				Ruben S. Martin, III
				President and Chief Executive Officer

		MARTIN OPERATING PARTNERSHIP L.P.
		By:		Martin Operating GP LLC,
				its general partner;

		By:		Martin Resource LLC,
				its sole member;

		By:		Martin Resource Management
				Corporation,
				its sole member;

		By:		/s/ Ruben S. Martin
				Ruben S. Martin, III
				President and Chief Executive Officer

		MARTIN RESOURCE MANAGEMENT CORPORATION
		By:		/s/ Ruben S. Martin
				Ruben S. Martin, III
				President and Chief Executive Officer

EXHIBIT 10.4

AMENDED AND RESTATED
COMMON UNIT PURCHASE AGREEMENT

     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”).

RECITALS

      WHEREAS, the Seller and the Purchaser are parties to that certain Common Unit Purchase Agreement dated November 4, 2009 (the “Initial Agreement”); and

      WHEREAS, the Seller desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Seller 714,285 common units (the “Units”) representing limited partnership interests in the Seller for Sale Consideration (as defined below) that consists of a price per Unit equal to the closing bid price of the Seller’s common units on November 3, 2009; and

      WHEREAS, the Purchaser has agreed to purchase the Units from the Seller on the terms hereinafter set forth; and

      WHEREAS, this Agreement amends and restates in its entirety the Initial Agreement;

      NOW, THEREFORE, in consideration of the foregoing recitals and the agreements herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE 1.
PURCHASE AND SALE OF UNITS

      1.1. Purchase and Sale of the Units . Subject to the terms and conditions hereof and on the basis of the representations and warranties hereinafter set forth, at the Closing, the Seller agrees to issue and sell to the Purchaser, and the Purchaser agrees to purchase from the Seller the Units for the consideration of $20,000,000 (the “Sale Consideration”), payable by wire transfer to an account designated in writing by the Seller.

      1.2. Closing; Delivery of Unit Certificates . The closing of the transactions contemplated by this Agreement shall occur on November 25, 2009, or a such other time that the parties hereto agree (the “Closing”); provided, however , that the Closing shall not occur until Purchaser has received the approval of its lenders under the Purchaser’s Credit Agreement. At the Closing, upon the receipt of the payment from the Purchaser of the Sale Consideration, the Seller shall deliver to the Purchaser a certificate evidencing the Units.

      1.3. Restriction on the Transfer of the Units . The Purchaser acknowledges that, other than a pledge to Amegy Bank National Association in its capacity as administrative agent under the Purchaser’s Credit Agreement, the Purchaser may not directly or indirectly (including by operation of law) transfer any of the Units unless such transfer is pursuant to an effective registration statement under the Securities Act (as defined below) and the securities laws of any applicable state or other

jurisdiction, or such transfer is exempt from registration under such laws. The certificate representing the Units delivered to the Purchaser pursuant to this Agreement and any subsequent unit certificates deriving from such certificate shall bear appropriate legends to such effect.

ARTICLE 2.
REPRESENTATIONS AND WARRANTIES

      2.1. Representations and Warranties of Seller . The Seller represents and warrants to, and agrees with, the Purchaser, on the date hereof and as of the date of the Closing as follows:

           2.1.1. Legal Capacity . The Seller possesses the legal capacity to execute, deliver and perform this Agreement, without obtaining any approval, authorization, consent or waiver from, or giving any notice to, any third party or governmental entity.

           2.1.2. Execution, Delivery, and Enforceability . The Seller has duly authorized, executed, and delivered this Agreement, and this Agreement constitutes a valid, legal, and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, subject to any laws affecting creditors’ rights.

           2.1.3. Issuance of Units . The Units have been duly and validly authorized for issuance pursuant to this Agreement and, when issued and delivered as provided hereunder against payment in accordance with the terms hereof, will be validly issued, fully paid and nonassessable (except to the extent that such nonassessablility may be limited by law or by the Seller’s Partnership Agreement).

           2.1.4. Conflicts . The Seller’s execution, delivery, or performance of this Agreement or the transactions contemplated herein to be performed by the Seller will not conflict with, constitute a breach or violation of, result in a lien against, or give rise to any default or right of acceleration, cancellation, or termination with respect to any document or any applicable law to which Seller is a party or by which any of the Seller’s assets are bound (or give rise to an event that with notice, lapse of time, or both, would result in such a conflict, breach, violation, lien, default, or right).

      2.1.5 Sale Consideration . The Seller acknowledges and agrees that (a) the Sale Consideration has been determined by arms-length negotiations between the Seller and the Purchaser based upon each party’s analysis and diligence concerning the Company’s prospects and the fair market value of the Units, and (b) the Seller has not made any representations or warranties to the Purchaser regarding the historical or prospective financial or operating performance of, or any other matters relating to, the Seller or its subsidiaries.

      2.2. Representations and Warranties of Purchaser . The Purchaser represents and warrants to, and agrees with, the Seller, on the date hereof and as of the date of the Closing as follows:

           2.2.1. Legal Capacity . The Purchaser possesses the legal capacity to execute, deliver and perform this Agreement, without obtaining any approval, authorization, consent or waiver from, or giving any notice to, any third party or governmental entity.

           2.2.2. Execution, Delivery, and Enforceability . The Purchaser has duly executed and delivered this Agreement, and this Agreement constitutes a valid, legal, and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to any laws affecting creditors’ rights.

           2.2.3. Conflicts . The Purchaser’s execution, delivery, and performance of this Agreement will not conflict with, constitute a breach or violation of, result in a lien against, or give rise to any default or right of acceleration, cancellation, or termination with respect to any document to which the Purchaser is a party or by which any of the Purchaser’s assets are bound (or give rise to an event that with notice, lapse of time, or both, would result in such a conflict, breach, violation, lien, default, or right).

           2.2.4. Sophisticated Investor .

          The Purchaser is an “accredited investor” as defined in rule 501(a) under the Securities Act of 1933. The Purchaser is acquiring the Units for investment purposes only and not with a view to making a distribution of such Units.

ARTICLE 3.
GENERAL

      3.1. Amendment . No amendment or modification of any of the provisions of this Agreement shall be effective unless in writing and signed by all of the parties to this Agreement.

      3.2. Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original agreement, but all of which shall constitute one and the same agreement. Any party to this Agreement may execute and deliver this Agreement by an executed signature page transmitted by a facsimile machine.

      3.3. Entire Agreement . This Agreement constitutes the entire agreement and understanding among the parties to this Agreement and supersedes all prior agreements and understandings, both written and oral, with respect to the subject matter contained in this Agreement.

      3.4. Governing Law . THIS AGREEMENT SHALL BE CONSTRUED AND INTERPRETED ACCORDING TO, AND GOVERNED BY, THE LAWS OF THE STATE OF TEXAS, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER THE APPLICABLE PRINCIPLES OF CONFLICTS OF THE STATE OF TEXAS.

      3.5 Headings . Article and section headings are used in this Agreement only as a matter of convenience, are not a part of this Agreement, and shall not have any effect upon the construction or interpretation of this Agreement.

     IN WITNESS WHEREOF, each party hereto has executed and delivered this Agreement as of the date first written above.

		SELLER:
		MARTIN MIDSTREAM PARTNERS L.P.
		By:		Martin Midstream GP LLC, its general partner
		By:		/s/ Ruben S. Martin
		Name:		Ruben S. Martin, III
		Title:		President and Chief Executive Officer
		PURCHASER:
		MARTIN RESOURCE MANAGEMENT CORPORATION
		By:		/s/ Ruben S. Martin
		Name:		Ruben S. Martin, III
		Title:		President and Chief Executive Officer

EXHIBIT 10.5

 

 

Execution Copy

SECOND AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

MARTIN MIDSTREAM PARTNERS L.P.

 

 

TABLE OF CONTENTS

ARTICLE I DEFINITIONS
Section 1.1 Definitions			1
Section 1.2 Construction			21
ARTICLE II
ORGANIZATION
Section 2.1 Formation			21
Section 2.2 Name			21
Section 2.3 Registered Office; Registered Agent; Principal Office; Other Offices			22
Section 2.4 Purpose and Business			22
Section 2.5 Powers			22
Section 2.6 Power of Attorney			23
Section 2.7 Term			24
Section 2.8 Title to Partnership Assets			24
ARTICLE III
RIGHTS OF LIMITED PARTNERS
Section 3.1 Limitation of Liability			25
Section 3.2 Management of Business			25
Section 3.3 Outside Activities of the Limited Partners			25
Section 3.4 Rights of Limited Partners			25
ARTICLE IV
CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS; REDEMPTION OF PARTNERSHIP INTERESTS
Section 4.1 Certificates			26
Section 4.2 Mutilated, Destroyed, Lost or Stolen Certificates			26
Section 4.3 Record Holders			27
Section 4.4 Transfer Generally			28
Section 4.5 Registration and Transfer of Limited Partner Interests			28
Section 4.6 Transfer of the General Partner’s General Partner Interest			29
Section 4.7 Transfer of Incentive Distribution Rights			30
Section 4.8 Restrictions on Transfers			30
Section 4.9 Citizenship Certificates; Non-citizen Assignees			31
Section 4.10 Redemption of Partnership Interests of Non-citizen Assignees			32
ARTICLE V
CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS
Section 5.1 Organizational Contributions			33
Section 5.2 Contributions by the General Partner and its Affiliates			33

Section 5.3 Contributions by Initial Limited Partners and Distributions to the General Partner			34
Section 5.4 Interest and Withdrawal			35
Section 5.5 Capital Accounts			35
Section 5.6 Issuances of Additional Partnership Securities			38
Section 5.7 Limitations on Issuance of Additional Partnership Securities			39
Section 5.8 Conversion of Subordinated Units			41
Section 5.9 Conversion of Subordinated Class B Units			45
Section 5.10 Limited Preemptive Right			45
Section 5.11 Splits and Combinations			45
Section 5.12 Fully Paid and Non-Assessable Nature of Limited Partner Interests			46
ARTICLE VI
ALLOCATIONS AND DISTRIBUTIONS
Section 6.1 Allocations for Capital Account Purposes			46
Section 6.2 Allocations for Tax Purposes			55
Section 6.3 Requirement and Characterization of Distributions; Distributions to Record Holders			57
Section 6.4 Distributions of Available Cash from Operating Surplus			58
Section 6.5 Distributions of Available Cash from Capital Surplus			59
Section 6.6 Adjustment of Minimum Quarterly Distribution and Target Distribution Levels			60
Section 6.7 Special Provisions Relating to the Holders of Subordinated Units			60
Section 6.8 Special Provisions Relating to the Holders of Subordinated Class B Units			61
Section 6.9 Special Provisions Relating to the Holders of Incentive Distribution Rights			61
Section 6.10 Entity-Level Taxation			62
ARTICLE VII
MANAGEMENT AND OPERATION OF BUSINESS
Section 7.1 Management			62
Section 7.2 Certificate of Limited Partnership			64
Section 7.3 Restrictions on the General Partner’s Authority			65
Section 7.4 Reimbursement of the General Partner			65
Section 7.5 Outside Activities			66
Section 7.6 Loans from the General Partner; Loans or Contributions from the Partnership; Contracts with Affiliates; Certain Restrictions on the General Partner			67
Section 7.7 Indemnification			69
Section 7.8 Liability of Indemnitees			71
Section 7.9 Resolution of Conflicts of Interest			71
Section 7.10 Other Matters Concerning the General Partner			73
Section 7.11 Purchase or Sale of Partnership Securities			73
Section 7.12 Registration Rights of the General Partner and its Affiliates			74

Section 7.13 Reliance by Third Parties			76
ARTICLE VIII
BOOKS, RECORDS, ACCOUNTING AND REPORTS
Section 8.1 Records and Accounting			76
Section 8.2 Fiscal Year			77
Section 8.3 Reports			77
ARTICLE IX
TAX MATTERS
Section 9.1 Tax Returns and Information			77
Section 9.2 Tax Elections			77
Section 9.3 Tax Controversies			78
Section 9.4 Withholding			78
ARTICLE X
ADMISSION OF PARTNERS
Section 10.1 Admission of Initial Limited Partners			78
Section 10.2 Admission of Substituted Limited Partner			78
Section 10.3 Admission of Successor General Partner			79
Section 10.4 Admission of Additional Limited Partners			79
Section 10.5 Amendment of Agreement and Certificate of Limited Partnership			80
ARTICLE XI
WITHDRAWAL OR REMOVAL OF PARTNERS
Section 11.1 Withdrawal of the General Partner			80
Section 11.2 Removal of the General Partner			81
Section 11.3 Interest of Departing Partner and Successor General Partner			82
Section 11.4 Termination of Subordination Period, Conversion of Subordinated Units and Extinguishment of Cumulative Common Unit Arrearages			83
Section 11.5 Withdrawal of Limited Partners			83
ARTICLE XII
DISSOLUTION AND LIQUIDATION
Section 12.1 Dissolution			84
Section 12.2 Continuation of the Business of the Partnership After Dissolution			84
Section 12.3 Liquidator			85
Section 12.4 Liquidation			85
Section 12.5 Cancellation of Certificate of Limited Partnership			86
Section 12.6 Return of Contributions			86
Section 12.7 Waiver of Partition			86
Section 12.8 Capital Account Restoration			86

ARTICLE XIII
AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE
Section 13.1 Amendment to be Adopted Solely by the General Partner			87
Section 13.2 Amendment Procedures			88
Section 13.3 Amendment Requirements			89
Section 13.4 Special Meetings			89
Section 13.5 Notice of a Meeting			90
Section 13.6 Record Date			90
Section 13.7 Adjournment			90
Section 13.8 Waiver of Notice; Approval of Meeting; Approval of Minutes			90
Section 13.9 Quorum			91
Section 13.10 Conduct of a Meeting			91
Section 13.11 Action Without a Meeting			91
Section 13.12 Voting and Other Rights			92
ARTICLE XIV
MERGER
Section 14.1 Authority			92
Section 14.2 Procedure for Merger or Consolidation			93
Section 14.3 Approval by Limited Partners of Merger or Consolidation			94
Section 14.4 Certificate of Merger			94
Section 14.5 Effect of Merger			94
ARTICLE XV
RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS
Section 15.1 Right to Acquire Limited Partner Interests			95
ARTICLE XVI
GENERAL PROVISIONS
Section 16.1 Addresses and Notices			97
Section 16.2 Further Action			97
Section 16.3 Binding Effect			97
Section 16.4 Integration			97
Section 16.5 Creditors			98
Section 16.6 Waiver			98
Section 16.7 Counterparts			98
Section 16.8 Applicable Law			98
Section 16.9 Invalidity of Provisions			98
Section 16.10 Consent of Partners			98

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF MARTIN MIDSTREAM PARTNERS L.P.

     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:

ARTICLE I
DEFINITIONS

     Section 1.1 Definitions . The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.

     “ Acquisition ” means any transaction in which any Group Member acquires (through an asset acquisition, merger, stock acquisition or other form of investment) control over all or a portion of the assets, properties or business of another Person for the purpose of increasing the operating capacity or revenues of the Partnership Group from the operating capacity or revenues of the Partnership Group existing immediately prior to such transaction.

     “ Additional Book Basis ” means the portion of any remaining Carrying Value of an Adjusted Property that is attributable to positive adjustments made to such Carrying Value as a result of Book-Up Events. For purposes of determining the extent that Carrying Value constitutes Additional Book Basis:

     (i) Any negative adjustment made to the Carrying Value of an Adjusted Property as a result of either a Book-Down Event or a Book-Up Event shall first be deemed to offset or decrease that portion of the Carrying Value of such Adjusted Property that is attributable to any prior positive adjustments made thereto pursuant to a Book-Up Event or Book-Down Event.

     (ii) If Carrying Value that constitutes Additional Book Basis is reduced as a result of a Book-Down Event and the Carrying Value of other property is increased as a result of such Book-Down Event, an allocable portion of any such increase in Carrying Value shall be treated as Additional Book Basis; provided that the amount treated as Additional Book Basis pursuant hereto as a result of such Book-Down Event shall not exceed the amount by which the Aggregate Remaining Net Positive Adjustments after such Book-Down Event exceeds the remaining Additional Book Basis attributable to all of the Partnership’s Adjusted Property after such Book-Down Event (determined without regard to the application of this clause (ii) to such Book-Down Event).

     “ Additional Book Basis Derivative Items ” means any Book Basis Derivative Items that are computed with reference to Additional Book Basis. To the extent that the Additional Book Basis attributable to all of the Partnership’s Adjusted Property as of the beginning of any taxable period exceeds the Aggregate Remaining Net Positive Adjustments as of the beginning of such

period (the “Excess Additional Book Basis”), the Additional Book Basis Derivative Items for such period shall be reduced by the amount that bears the same ratio to the amount of Additional Book Basis Derivative Items determined without regard to this sentence as the Excess Additional Book Basis bears to the Additional Book Basis as of the beginning of such period.

     “ Additional Limited Partner ” means a Person admitted to the Partnership as a Limited Partner pursuant to Section 10.4 and who is shown as such on the books and records of the Partnership.

     “ Adjusted Capital Account ” means the Capital Account maintained for each Partner as of the end of each fiscal year of the Partnership, (a) increased by any amounts that such Partner is obligated to restore under the standards set by Treasury Regulation Section 1.704-1(b)(2)(ii)(c) (or is deemed obligated to restore under Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5)) and (b) decreased by (i) the amount of all losses and deductions that, as of the end of such fiscal year, are reasonably expected to be allocated to such Partner in subsequent years under Sections 704(e)(2) and 706(d) of the Code and Treasury Regulation Section 1.751-1(b)(2)(ii), and (ii) the amount of all distributions that, as of the end of such fiscal year, are reasonably expected to be made to such Partner in subsequent years in accordance with the terms of this Agreement or otherwise to the extent they exceed offsetting increases to such Partner’s Capital Account that are reasonably expected to occur during (or prior to) the year in which such distributions are reasonably expected to be made (other than increases as a result of a minimum gain chargeback pursuant to Section 6.1(d)(i) or 6.1(d)(ii)). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. The “Adjusted Capital Account” of a Partner in respect of a General Partner Interest, a Common Unit, a Subordinated Unit, a Subordinated Class B Unit or an Incentive Distribution Right or any other specified interest in the Partnership shall be the amount which such Adjusted Capital Account would be if such General Partner Interest, Common Unit, Subordinated Unit, Subordinated Class B Unit, Incentive Distribution Right or other interest in the Partnership were the only interest in the Partnership held by such Partner from and after the date on which such General Partner Interest, Common Unit, Subordinated Unit, Subordinated Class B Unit, Incentive Distribution Right or other interest was first issued.

     “ Adjusted Operating Surplus ” means, with respect to any period, Operating Surplus generated during such period (a) less (i) any net increase in Working Capital Borrowings with respect to such period and (ii) any net reduction in cash reserves for Operating Expenditures with respect to such period not relating to an Operating Expenditure made during such period, and (b) plus (i) any net decrease in Working Capital Borrowings with respect to such period, and (ii) any net increase in cash reserves for Operating Expenditures with respect to such period required by any debt instrument for the repayment of principal, interest or premium. Adjusted Operating Surplus does not include that portion of Operating Surplus included in clause (a)(i) of the definition of Operating Surplus.

     “ Adjusted Property ” means any property the Carrying Value of which has been adjusted pursuant to Section 5.5(d)(i) or 5.5(d)(ii).

     “ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

     “ Aggregate Remaining Net Positive Adjustments ” means, as of the end of any taxable period, the sum of the Remaining Net Positive Adjustments of all the Partners.

     “ Agreed Allocation ” means any allocation, other than a Required Allocation, of an item of income, gain, loss or deduction pursuant to the provisions of Section 6.1, including, without limitation, a Curative Allocation (if appropriate to the context in which the term “Agreed Allocation” is used).

     “ Agreed Value ” of any Contributed Property means the fair market value of such property or other consideration at the time of contribution as determined by the General Partner using such reasonable method of valuation as it may adopt. The General Partner shall, in its discretion, use such method as it deems reasonable and appropriate to allocate the aggregate Agreed Value of Contributed Properties contributed to the Partnership in a single or integrated transaction among each separate property on a basis proportional to the fair market value of each Contributed Property.

     “ Agreement ” means this Second Amended and Restated Agreement of Limited Partnership of Martin Midstream Partners L.P., as it may be amended, supplemented or restated from time to time.

     “ Assignee ” means a Non-citizen Assignee or a Person to whom one or more Limited Partner Interests have been transferred in a manner permitted under this Agreement and who has executed and delivered a Transfer Application as required by this Agreement, but who has not been admitted as a Substituted Limited Partner.

     “ Associate ” means, when used to indicate a relationship with any Person, (a) any corporation or organization of which such Person is a director, officer or partner or is, directly or indirectly, the owner of 20% or more of any class of voting stock or other voting interest; (b) any trust or other estate in which such Person has at least a 20% beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity; and (c) any relative or spouse of such Person, or any relative of such spouse, who has the same principal residence as such Person.

     “ Available Cash ” means, with respect to any Quarter ending prior to the Liquidation Date:

          (a) the sum of (i) all cash and cash equivalents of the Partnership Group on hand at the end of such Quarter, and (ii) all additional cash and cash equivalents of the Partnership Group on hand on the date of determination of Available Cash with respect to such Quarter resulting from Working Capital Borrowings made subsequent to the end of such Quarter, less

          (b) the amount of any cash reserves that are necessary or appropriate in the reasonable discretion of the General Partner to (i) provide for the proper conduct of the business of the Partnership Group (including reserves for future capital expenditures and for anticipated future credit needs of the Partnership Group) subsequent to such Quarter, (ii) comply with applicable law or any loan agreement, security agreement, mortgage, debt instrument or other agreement or obligation to which any Group Member is a party or by which it is bound or its assets are subject or (iii) provide funds for distributions under Section 6.4 or 6.5 in respect of any one or more of the next four Quarters; provided, however, that the General Partner may not establish cash reserves pursuant to (iii) above if the effect of such reserves would be that the Partnership is unable to distribute the Minimum Quarterly Distribution on all Common Units, plus any Cumulative Common Unit Arrearage on all Common Units, with respect to such Quarter; and, provided further, that disbursements made by a Group Member or cash reserves established, increased or reduced after the end of such Quarter but on or before the date of determination of Available Cash with respect to such Quarter shall be deemed to have been made, established, increased or reduced, for purposes of determining Available Cash, within such Quarter if the General Partner so determines.

     Notwithstanding the foregoing, “ Available Cash ” with respect to the Quarter in which the Liquidation Date occurs and any subsequent Quarter shall equal zero.

     “ Book Basis Derivative Items ” means any item of income, deduction, gain or loss included in the determination of Net Income or Net Loss that is computed with reference to the Carrying Value of an Adjusted Property (e.g., depreciation, depletion, or gain or loss with respect to an Adjusted Property).

     “ Book-Down Event ” means an event which triggers a negative adjustment to the Capital Accounts of the Partners pursuant to Section 5.5(d).

     “ Book-Tax Disparity ” means with respect to any item of Contributed Property or Adjusted Property, as of the date of any determination, the difference between the Carrying Value of such Contributed Property or Adjusted Property and the adjusted basis thereof for federal income tax purposes as of such date. A Partner’s share of the Partnership’s Book-Tax Disparities in all of its Contributed Property and Adjusted Property will be reflected by the difference between such Partner’s Capital Account balance as maintained pursuant to Section 5.5 and the hypothetical balance of such Partner’s Capital Account computed as if it had been maintained strictly in accordance with federal income tax accounting principles.

     “ Book-Up Event ” means an event which triggers a positive adjustment to the Capital Accounts of the Partners pursuant to Section 5.5(d).

     “ Business ” has the meaning assigned to such term in the Omnibus Agreement.

     “ Business Day ” means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States of America or the State of Texas shall not be regarded as a Business Day.

     “ Capital Account ” means the capital account maintained for a Partner pursuant to Section 5.5. The “ Capital Account ” of a Partner in respect of a General Partner Interest, a

Common Unit, a Subordinated Unit, a Subordinated Class B Unit, an Incentive Distribution Right or any other Partnership Interest shall be the amount which such Capital Account would be if such General Partner Interest, Common Unit, Subordinated Unit, Subordinated Class B Unit, Incentive Distribution Right or other Partnership Interest were the only interest in the Partnership held by such Partner from and after the date on which such General Partner Interest, Common Unit, Subordinated Unit, Subordinated Class B Unit, Incentive Distribution Right or other Partnership Interest was first issued.

     “ Capital Contribution ” means any cash, cash equivalents or the Net Agreed Value of Contributed Property that a Partner contributes to the Partnership pursuant to this Agreement or the Contribution Agreement, or any payment made by the General Partner to the Partnership described in Section 5.2(c).

     “ Capital Improvement ” means any (a) addition or improvement to the capital assets owned by any Group Member or (b) acquisition of existing, or the construction of new, capital assets (including, without limitation, marine transportation, storage facilities and logistics assets, and related assets), in each case if such addition, improvement, acquisition or construction is made to increase the operating capacity or revenues of the Partnership Group from the operating capacity or revenues of the Partnership Group existing immediately prior to such addition, improvement, acquisition or construction.

     “ Capital Surplus ” has the meaning assigned to such term in Section 6.3(a).

     “ Carrying Value ” means (a) with respect to a Contributed Property, the Agreed Value of such property reduced (but not below zero) by all depreciation, amortization and cost recovery deductions charged to the Partners’ and Assignees’ Capital Accounts in respect of such Contributed Property, and (b) with respect to any other Partnership property, the adjusted basis of such property for federal income tax purposes, all as of the time of determination. The Carrying Value of any property shall be adjusted from time to time in accordance with Sections 5.5(d)(i) and 5.5(d)(ii) and to reflect changes, additions or other adjustments to the Carrying Value for dispositions and acquisitions of Partnership properties, as deemed appropriate by the General Partner.

     “ Cause ” means a court of competent jurisdiction has entered a final, non-appealable judgment finding the General Partner liable for actual fraud, gross negligence or willful or wanton misconduct in its capacity as a general partner of the Partnership.

     “ Certificate ” means a certificate (i) substantially in the form of Exhibit A to this Agreement, (ii) issued in global form in accordance with the rules and regulations of the Depositary or (iii) in such other form as may be adopted by the General Partner in its discretion, issued by the Partnership evidencing ownership of one or more Common Units or a certificate, in such form as may be adopted by the General Partner in its discretion, issued by the Partnership evidencing ownership of one or more other Partnership Securities.

     “ Certificate of Limited Partnership ” means the Certificate of Limited Partnership of the Partnership filed with the Secretary of State of the State of Delaware as such Certificate of Limited Partnership may be amended, supplemented or restated from time to time.

     “ Citizenship Certification ” means a properly completed certificate in such form as may be specified by the General Partner by which a Limited Partner or an Assignee certifies that he (and if he is a nominee holding for the account of another Person, that to the best of his knowledge such other Person) is an Eligible Citizen.

     “ Claim ” has the meaning assigned to such term in Section 7.12(c).

     “ Closing Date ” means the first date on which Common Units are sold by the Partnership to the Underwriters pursuant to the provisions of the Underwriting Agreement.

     “ Closing Price ” has the meaning assigned to such term in Section 15.1(a).

     “ Code ” means the Internal Revenue Code of 1986, as amended and in effect from time to time. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of any successor law.

     “ Combined Interest ” has the meaning assigned to such term in Section 11.3(a).

     “ Commission ” means the United States Securities and Exchange Commission.

     “ Common Unit ” means a Partnership Security representing a fractional part of the Partnership Interests of all Limited Partners and Assignees and of the General Partner, and having the rights and obligations specified with respect to Common Units in this Agreement. The term “Common Unit” does not refer to a Subordinated Unit or Subordinated Class B Unit prior to its conversion into a Common Unit pursuant to the terms hereof.

     “ Common Unit Arrearage ” means, with respect to any Common Unit, whenever issued, as to any Quarter within the Subordination Period, the excess, if any, of (a) the Minimum Quarterly Distribution with respect to a Common Unit in respect of such Quarter over (b) the sum of all Available Cash distributed with respect to a Common Unit in respect of such Quarter pursuant to Section 6.4(a)(i).

     “ Conflicts Committee ” means a committee of the Board of Directors of the General Partner composed entirely of two or more directors who are not (a) security holders, officers or employees of the General Partner, (b) officers, directors or employees of any Affiliate of the General Partner or (c) holders of any ownership interest in the Partnership Group other than Common Units and who also meet the independence standards required to serve on an audit committee of a board of directors by the National Securities Exchange on which the Common Units are listed for trading.

     “ Contributed Property ” means each property or other asset, in such form as may be permitted by the Delaware Act, but excluding cash, contributed to the Partnership. Once the Carrying Value of a Contributed Property is adjusted pursuant to Section 5.5(d), such property shall no longer constitute a Contributed Property, but shall be deemed an Adjusted Property.

     “ Contribution Agreement ” means that certain Contribution, Conveyance and Assumption Agreement, dated as of the Closing Date, among the General Partner, the Partnership, the Operating Partnership, Martin Resource Management Corporation and certain other Affiliates of

Martin Resource Management Corporation, together with the additional conveyance documents and instruments contemplated or referenced thereunder.

     “ Controlled Person ” means any corporation or partnership of which the Partnership or any Subsidiary owns or controls an interest in excess of 25%.

     “ Cumulative Common Unit Arrearage ” means, with respect to any Common Unit, whenever issued, and as of the end of any Quarter, the excess, if any, of (a) the sum resulting from adding together the Common Unit Arrearage as to an Initial Common Unit for each of the Quarters within the Subordination Period ending on or before the last day of such Quarter over (b) the sum of any distributions theretofore made pursuant to Section 6.4(a)(ii) and the second sentence of Section 6.5 with respect to an Initial Common Unit (including any distributions to be made in respect of the last of such Quarters).

     “ Curative Allocation ” means any allocation of an item of income, gain, deduction, loss or credit pursuant to the provisions of Section 6.1(d)(xi).

     “ Current Market Price ” has the meaning assigned to such term in Section 15.1(a).

     “ Delaware Act ” means the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. Section 17-101, et seq., as amended, supplemented or restated from time to time, and any successor to such statute.

     “ Departing Partner ” means a former General Partner from and after the effective date of any withdrawal or removal of such former General Partner pursuant to Section 11.1 or 11.2.

     “ Depositary ” means, with respect to any Units issued in global form, The Depository Trust Company and its successors and permitted assigns.

     “ Disposed of Adjusted Property ” has the meaning assigned to such term in Section 6.1(d)(xii)(B).

     “ Economic Risk of Loss ” has the meaning set forth in Treasury Regulation Section 1.752-2(a).

     “ Eligible Citizen ” means a Person who is (i) qualified to own interests in real property in jurisdictions in which any Group Member does business or proposes to do business from time to time, and whose status as a Limited Partner or Assignee does not or would not subject such Group Member to a significant risk of cancellation or forfeiture of any of its properties or any interest therein and (ii) is not a Non-citizen.

     “ Event of Withdrawal ” has the meaning assigned to such term in Section 11.1(a).

     “ Final Subordinated Units ” has the meaning assigned to such term in Section 6.1(d)(x).

     “ First Liquidation Target Amount ” has the meaning assigned to such term in Section 6.1(c)(i)(D).

     “ First Target Distribution ” means $0.55 per Unit per Quarter (or, with respect to the period commencing on the Closing Date and ending on December 31, 2002, it means the product of $0.55 multiplied by a fraction of which the numerator is the number of days in such period, and of which the denominator is 91), subject to adjustment in accordance with Sections 6.6 and 6.10.

     “ Fully Diluted Basis ” means, when calculating the number of Outstanding Units for any period, a basis that includes, in addition to the Outstanding Units, all Partnership Securities and options, rights, warrants and appreciation rights relating to an equity interest in the Partnership (a) that are convertible into or exercisable or exchangeable for Units that are senior to or pari passu with the Subordinated Units, (b) whose conversion, exercise or exchange price is less than the Current Market Price on the date of such calculation, (c) that may be converted into or exercised or exchanged for such Units prior to or during the Quarter following the end of the last Quarter contained in the period for which the calculation is being made without the satisfaction of any contingency beyond the control of the holder other than the payment of consideration and the compliance with administrative mechanics applicable to such conversion, exercise or exchange, and (d) were not converted into or exercised or exchanged for such Units prior to the end of the last quarter referred to in clause (c) above; provided that for purposes of determining the number of Outstanding Units on a Fully Diluted Basis when calculating whether the Subordination Period has ended or Subordinated Units are entitled to convert into Common Units pursuant to Section 5.8, such Partnership Securities, options, rights, warrants and appreciation rights shall be deemed to have been Outstanding Units only for the four Quarters that comprise the last four Quarters of the measurement period; provided, further, that if consideration will be paid to any Group Member in connection with such conversion, exercise or exchange, the number of Units to be included in such calculation shall be that number equal to the difference between (i) the number of Units issuable upon such conversion, exercise or exchange and (ii) the number of Units which such consideration would purchase at the Current Market Price.

     “ General Partner ” means Martin Midstream GP LLC and its successors and permitted assigns as general partner of the Partnership.

     “ General Partner Interest ” means the ownership interest of the General Partner in the Partnership (in its capacity as a general partner without reference to any Limited Partner Interest held by it) which may be evidenced by Partnership Securities or a combination thereof or interest therein, and includes any and all benefits to which the General Partner is entitled as provided in this Agreement, together with all obligations of the General Partner to comply with the terms and provisions of this Agreement.

     “ Group ” means a Person that with or through any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent given to such Person in response to a proxy or consent solicitation made to 10 or more Persons) or disposing of any Partnership Securities with any other Person that beneficially owns, or whose Affiliates or Associates beneficially own, directly or indirectly, Partnership Securities.

     “ Group Member ” means a member of the Partnership Group.

     “ Holder ” as used in Section 7.12, has the meaning assigned to such term in Section 7.12(a).

     “ Incentive Distribution Right ” means a non-voting Limited Partner Interest issued to the General Partner in connection with the transfer of all of its interest in the Operating Partnership and Martin Operating GP LLC pursuant to Section 5.2, which Partnership Interest will confer upon the holder thereof only the rights and obligations specifically provided in this Agreement with respect to Incentive Distribution Rights (and no other rights otherwise available to or other obligations of a holder of a Partnership Interest). Notwithstanding anything in this Agreement to the contrary, the holder of an Incentive Distribution Right shall not be entitled to vote such Incentive Distribution Right on any Partnership matter except as may otherwise be required by law.

     “ Incentive Distributions ” means any amount of cash distributed to the holders of the Incentive Distribution Rights pursuant to Sections 6.4(a)(v), (vi) and (vii) and 6.4(b)(iii), (iv) and (v).

     “ Indemnified Persons ” has the meaning assigned to such term in Section 7.12(c).

     “ Indemnitee ” means (a) the General Partner, (b) any Departing Partner, (c) any Person who is or was an Affiliate of the General Partner or any Departing Partner, (d) any Person who is or was a member, partner, officer, director, employee, agent or trustee of any Group Member, the General Partner or any Departing Partner or any Affiliate of any Group Member, the General Partner or any Departing Partner, and (e) any Person who is or was serving at the request of the General Partner or any Departing Partner or any Affiliate of the General Partner or any Departing Partner as an officer, director, employee, member, partner, agent, fiduciary or trustee of another Person; provided, that a Person shall not be an Indemnitee by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services.

     “ Initial Common Units ” means the Common Units sold in the Initial Offering.

     “ Initial Limited Partners ” means the General Partner and the Underwriters, in each case upon being admitted to the Partnership in accordance with Section 10.1.

     “ Initial Offering ” means the initial offering and sale of Common Units to the public, as described in the Registration Statement.

     “ Initial Unit Price ” means (a) with respect to the Common Units and the Subordinated Units, the initial public offering price per Common Unit at which the Underwriters offered the Common Units to the public for sale as set forth on the cover page of the prospectus included as part of the Registration Statement and first issued at or after the time the Registration Statement first became effective or (b) with respect to any other class or series of Units, the price per Unit at which such class or series of Units is initially sold by the Partnership, as determined by the General Partner, in each case adjusted as the General Partner determines to be appropriate to give effect to any distribution, subdivision or combination of Units.

     “ Interim Capital Transactions ” means the following transactions if they occur prior to the Liquidation Date: (a) borrowings, refinancings or refundings of indebtedness and sales of debt

securities (other than Working Capital Borrowings and other than for items purchased on open account in the ordinary course of business) by any Group Member; (b) sales of equity interests by any Group Member (including the Common Units sold to the Underwriters pursuant to the exercise of their over-allotment option); and (c) sales or other voluntary or involuntary dispositions of any assets of any Group Member other than (i) sales or other dispositions of inventory, accounts receivable and other assets in the ordinary course of business, and (ii) sales or other dispositions of assets as part of normal retirements or replacements.

     “ Issue Price ” means the price at which a Unit is purchased from the Partnership, after taking into account any sales commission or underwriting discount charged to the Partnership. In the case of the Subordinated Class B Units, the Issue Price shall be deemed to be $25.16 per Unit.

     “ Limited Partner ” means, unless the context otherwise requires, (a) the Organizational Limited Partner prior to its withdrawal from the Partnership, each Initial Limited Partner, each Substituted Limited Partner, each Additional Limited Partner and any Departing Partner upon the change of its status from General Partner to Limited Partner pursuant to Section 11.3 or (b) solely for purposes of Articles V, VI, VII and IX, each Assignee; provided, however, that when the term “Limited Partner” is used herein in the context of any vote or other approval, including without limitation Articles XIII and XIV, such term shall not, solely for such purpose, include any holder of an Incentive Distribution Right except as may otherwise be required by law.

     “ Limited Partner Interest ” means the ownership interest of a Limited Partner or Assignee in the Partnership, which may be evidenced by Common Units, Subordinated Units, Subordinated Class B Units, Incentive Distribution Rights or other Partnership Securities or a combination thereof or interest therein, and includes any and all benefits to which such Limited Partner or Assignee is entitled as provided in this Agreement, together with all obligations of such Limited Partner or Assignee to comply with the terms and provisions of this Agreement; provided, however, that when the term “Limited Partner Interest” is used herein in the context of any vote or other approval, including without limitation Articles XIII and XIV, such term shall not, solely for such purpose, include any holder of an Incentive Distribution Right except as may otherwise be required by law.

     “ Liquidation Date ” means (a) in the case of an event giving rise to the dissolution of the Partnership of the type described in clauses (a) and (b) of the first sentence of Section 12.2, the date on which the applicable time period during which the holders of Outstanding Units have the right to elect to reconstitute the Partnership and continue its business has expired without such an election being made, and (b) in the case of any other event giving rise to the dissolution of the Partnership, the date on which such event occurs.

     “ Liquidator ” means one or more Persons selected by the General Partner to perform the functions described in Section 12.3 as liquidating trustee of the Partnership within the meaning of the Delaware Act.

     “ Merger Agreement ” has the meaning assigned to such term in Section 14.1.

     “ Minimum Quarterly Distribution ” means $0.50 per Unit per Quarter (or with respect to the period commencing on the Closing Date and ending on December 31, 2002, it means the product of $0.50 multiplied by a fraction of which the numerator is the number of days in such period and of which the denominator is 91), subject to adjustment in accordance with Sections 6.6 and 6.10.

     “ National Securities Exchange ” means an exchange registered with the Commission under Section 6(a) of the Securities Exchange Act of 1934, as amended, supplemented or restated from time to time, and any successor to such statute, or the Nasdaq Stock Market or any successor thereto.

     “ Net Agreed Value ” means, (a) in the case of any Contributed Property, the Agreed Value of such property reduced by any liabilities either assumed by the Partnership upon such contribution or to which such property is subject when contributed, and (b) in the case of any property distributed to a Partner or Assignee by the Partnership, the Partnership’s Carrying Value of such property (as adjusted pursuant to Section 5.5(d)(ii)) at the time such property is distributed, reduced by any indebtedness either assumed by such Partner or Assignee upon such distribution or to which such property is subject at the time of distribution, in either case, as determined under Section 752 of the Code.

     “ Net Income ” means, for any taxable year, the excess, if any, of the Partnership’s items of income and gain (other than those items taken into account in the computation of Net Termination Gain or Net Termination Loss) for such taxable year over the Partnership’s items of loss and deduction (other than those items taken into account in the computation of Net Termination Gain or Net Termination Loss) for such taxable year. The items included in the calculation of Net Income shall be determined in accordance with Section 5.5(b) and shall not include any items specially allocated under Section 6.1(d); provided that the determination of the items that have been specially allocated under Section 6.1(d) shall be made as if Section 6.1(d)(xii) were not in this Agreement.

     “ Net Loss ” means, for any taxable year, the excess, if any, of the Partnership’s items of loss and deduction (other than those items taken into account in the computation of Net Termination Gain or Net Termination Loss) for such taxable year over the Partnership’s items of income and gain (other than those items taken into account in the computation of Net Termination Gain or Net Termination Loss) for such taxable year. The items included in the calculation of Net Loss shall be determined in accordance with Section 5.5(b) and shall not include any items specially allocated under Section 6.1(d); provided that the determination of the items that have been specially allocated under Section 6.1(d) shall be made as if Section 6.1(d)(xii) were not in this Agreement.

     “ Net Positive Adjustments ” means, with respect to any Partner, the excess, if any, of the total positive adjustments over the total negative adjustments made to the Capital Account of such Partner pursuant to Book-Up Events and Book-Down Events.

     “ Net Termination Gain ” means, for any taxable year, the sum, if positive, of all items of income, gain, loss or deduction recognized by the Partnership (a) after the Liquidation Date or (b) upon the sale, exchange or other disposition of all or substantially all of the assets of the

Partnership Group, taken as a whole, in a single transaction or a series of related transactions (excluding any disposition to a member of the Partnership Group). The items included in the determination of Net Termination Gain shall be determined in accordance with Section 5.5(b) and shall not include any items of income, gain or loss specially allocated under Section 6.1(d).

     “ Net Termination Loss ” means, for any taxable year, the sum, if negative, of all items of income, gain, loss or deduction recognized by the Partnership (a) after the Liquidation Date or (b) upon the sale, exchange or other disposition of all or substantially all of the assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (excluding any disposition to a member of the Partnership Group). The items included in the determination of Net Termination Loss shall be determined in accordance with Section 5.5(b) and shall not include any items of income, gain or loss specially allocated under Section 6.1(d).

      “Non-citizen” means (1) any person (including any individual, a partnership, a corporation or an association) who is not a United States citizen, within the meaning of Section 2 of the Shipping Act, 1916, as amended or as it may hereafter be amended; (2) any foreign government or representative thereof; (3) any corporation, the president, chief executive officer or chairman of the board of directors of which is a Non-citizen, or of which more than a minority or the number of its directors necessary to constitute a quorum are Non-citizens; (4) any corporation organized under the laws of any foreign government; (5) any corporation of which 25%or greater interest is owned beneficially or of record, or may be voted by, a Non-citizen or Non-citizens, or which by any other means whatsoever is controlled by or in which control is permitted to be exercised by a Non-citizen or Non-citizens (the General Partner being authorized to determine reasonably the meaning of “control” for this purpose); (6) any partnership or association which is controlled by a Non-citizen or Non-citizens; or (7) any person (including an individual, partnership, corporation or association) who acts as representative of or fiduciary for any person described in clauses (1) through (6) above.

     “ Non-citizen Assignee ” means a Person whom the General Partner has determined in its discretion does not constitute an Eligible Citizen and as to whose Partnership Interest the General Partner has become the Substituted Limited Partner pursuant to Section 4.9.

     “ Nonrecourse Built-in Gain ” means with respect to any Contributed Properties or Adjusted Properties that are subject to a mortgage or pledge securing a Nonrecourse Liability, the amount of any taxable gain that would be allocated to the Partners pursuant to Sections 6.2(b)(i)(A), 6.2(b)(ii)(A) and 6.2(b)(iii) if such properties were disposed of in a taxable transaction in full satisfaction of such liabilities and for no other consideration.

     “ Nonrecourse Deductions ” means any and all items of loss, deduction or expenditure (including, without limitation, any expenditure described in Section 705(a)(2)(B) of the Code) that, in accordance with the principles of Treasury Regulation Section 1.704-2(b), are attributable to a Nonrecourse Liability.

     “ Nonrecourse Liability ” has the meaning set forth in Treasury Regulation Section 1.752-1(a)(2).

     “ Notice of Election to Purchase ” has the meaning assigned to such term in Section 15.1(b).

     “ Omnibus Agreement ” means that Omnibus Agreement, dated as of the Closing Date, among Martin Resource Management Corporation, the General Partner, the Partnership and the Operating Partnership.

     “ Operating Expenditures ” means all Partnership Group expenditures, including, but not limited to, taxes, reimbursements of the General Partner, repayment of Working Capital Borrowings, debt service payments and capital expenditures, subject to the following:

          (a) Payments (including prepayments) of principal of and premium on indebtedness other than Working Capital Borrowings shall not constitute Operating Expenditures; and

          (b) Operating Expenditures shall not include (i) capital expenditures made for Acquisitions or for Capital Improvements, (ii) payment of transaction expenses relating to Interim Capital Transactions or (iii) distributions to Partners. Where capital expenditures are made in part for Acquisitions or for Capital Improvements and in part for other purposes, the General Partner’s good faith allocation between the amounts paid for each shall be conclusive.

     “ Operating Partnership ” means Martin Operating Partnership, L.P., a Delaware limited partnership, and any successors thereto.

     “ Operating Partnership Agreement ” means the Amended and Restated Partnership Agreement of the Operating Partnership, as it may be amended, supplemented or restated from time to time.

     “ Operating Surplus ” means, with respect to any period ending prior to the Liquidation Date, on a cumulative basis and without duplication,

          (a) the sum of (i) $8.5 million plus (ii) all cash and cash equivalents of the Partnership Group on hand as of the close of business on the Closing Date, (iii) all cash receipts of the Partnership Group for the period beginning on the Closing Date and ending with the last day of such period, other than cash receipts from Interim Capital Transactions (except to the extent specified in Section 6.5) and (iv) all cash receipts of the Partnership Group after the end of such period but on or before the date of determination of Operating Surplus with respect to such period resulting from Working Capital Borrowings, less

          (b) the sum of (i) Operating Expenditures for the period beginning on the Closing Date and ending with the last day of such period and (ii) the amount of cash reserves that is necessary or advisable in the reasonable discretion of the General Partner to provide funds for future Operating Expenditures; provided, however, that disbursements made (including contributions to a Group Member or disbursements on behalf of a Group Member) or cash reserves established, increased or reduced after the end of such period but on or before the date of determination of Available Cash with respect to such period shall be deemed to have been made, established, increased or reduced, for purposes of determining Operating Surplus, within such period if the General Partner so determines.

     Notwithstanding the foregoing, “ Operating Surplus ” with respect to the Quarter in which the Liquidation Date occurs and any subsequent Quarter shall equal zero.

     “ Opinion of Counsel ” means a written opinion of counsel (who may be regular counsel to the Partnership or the General Partner or any of its Affiliates) acceptable to the General Partner in its reasonable discretion.

     “ Option Closing Date ” means the date or dates on which any Common Units are sold by the Partnership to the Underwriters upon exercise of the Over-Allotment Option.

     “ Organizational Limited Partner ” means Martin Resource LLC in its capacity as the organizational limited partner of the Partnership pursuant to this Agreement.

     “ Outstanding ” means, with respect to Partnership Securities, all Partnership Securities that are issued by the Partnership and reflected as outstanding on the Partnership’s books and records as of the date of determination; provided, however, that if at any time any Person or Group (other than the General Partner or its Affiliates) beneficially owns 20% or more of any Outstanding Partnership Securities of any class then Outstanding, all Partnership Securities owned by such Person or Group shall not be voted on any matter and shall not be considered to be Outstanding when sending notices of a meeting of Limited Partners to vote on any matter (unless otherwise required by law), calculating required votes, determining the presence of a quorum or for other similar purposes under this Agreement, except that Common Units so owned shall be considered to be Outstanding for purposes of Section 11.1(b)(iv) (such Common Units shall not, however, be treated as a separate class of Partnership Securities for purposes of this Agreement); provided, further, that the foregoing limitation shall not apply (i) to any Person or Group who acquired 20% or more of any Outstanding Partnership Securities of any class then Outstanding directly from the General Partner or its Affiliates, (ii) to any Person or Group who acquired 20% or more of any Outstanding Partnership Securities of any class then Outstanding directly or indirectly from a Person or Group described in clause (i) provided that the General Partner shall have notified such Person or Group in writing that such limitation shall not apply, or (iii) to any Person or Group who acquired 20% or more of any Partnership Securities issued by the Partnership with the prior approval of the Board of Directors of the General Partner; provided further, that the provisions contained herein may be amended by the General Partner as provided in Section 13.1 hereof.

     “ Over-Allotment Option ” means the over-allotment option granted to the Underwriters by the Partnership pursuant to the Underwriting Agreement.

     “ Parity Units ” means Common Units and all other Units of any other class or series that have the right (i) to receive distributions of Available Cash from Operating Surplus pursuant to each of subclauses (a)(i) and (a)(ii) of Section 6.4 in the same order of priority with respect to the participation of Common Units in such distributions or (ii) to participate in allocations of Net Termination Gain pursuant to Section 6.1(c)(i)(B) in the same order of priority with the Common Units, in each case regardless of whether the amounts or value so distributed or allocated on each Parity Unit equals the amount or value so distributed or allocated on each Common Unit. Units whose participation in such (i) distributions of Available Cash from Operating Surplus and (ii) allocations of Net Termination Gain are subordinate in order of priority to such distributions

and allocations on Common Units shall not constitute Parity Units even if such Units are convertible under certain circumstances into Common Units or Parity Units.

     “ Partner Nonrecourse Debt ” has the meaning set forth in Treasury Regulation Section 1.704-2(b)(4).

     “ Partner Nonrecourse Debt Minimum Gain ” has the meaning set forth in Treasury Regulation Section 1.704-2(i)(2).

     “ Partner Nonrecourse Deductions ” means any and all items of loss, deduction or expenditure (including, without limitation, any expenditure described in Section 705(a)(2)(B) of the Code) that, in accordance with the principles of Treasury Regulation Section 1.704-2(i), are attributable to a Partner Nonrecourse Debt.

     “ Partners ” means the General Partner and the Limited Partners.

     “ Partnership ” means Martin Midstream Partners L.P., a Delaware limited partnership, and any successors thereto.

     “ Partnership Group ” means the Partnership, the Operating Partnership and any Subsidiary of any such entity, treated as a single consolidated entity.

     “ Partnership Interest ” means an interest in the Partnership, which shall include the General Partner Interest and Limited Partner Interests.

     “ Partnership Minimum Gain ” means that amount determined in accordance with the principles of Treasury Regulation Section 1.704-2(d).

     “ Partnership Security ” means any class or series of equity interest in the Partnership (but excluding any options, rights, warrants and appreciation rights relating to an equity interest in the Partnership), including without limitation, Common Units, Subordinated Units, Subordinated Class B Units and Incentive Distribution Rights.

     “ Percentage Interest ” means as of any date of determination (a) as to the General Partner (in its capacity as General Partner without reference to any Limited Partner Interests held by it), 2.0%, (b) as to any Unitholder or Assignee holding Units, the product obtained by multiplying (i) 98% less the percentage applicable to paragraph (c) by (ii) the quotient obtained by dividing (A) the number of Units held by such Unitholder or Assignee by (B) the total number of all Outstanding Units, and (c) as to the holders of additional Partnership Securities issued by the Partnership in accordance with Section 5.6, the percentage established as a part of such issuance. The Percentage Interest with respect to an Incentive Distribution Right shall at all times be zero.

     “ Person ” means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

     “ Per Unit Capital Amount ” means, as of any date of determination, the Capital Account, stated on a per Unit basis, underlying any Unit held by a Person other than the General Partner or any Affiliate of the General Partner who holds Units.

     “ Pro Rata ” means (a) when modifying Units or any class thereof, apportioned equally among all designated Units in accordance with their relative Percentage Interests, (b) when modifying Partners and Assignees, apportioned among all Partners and Assignees in accordance with their relative Percentage Interests and (c) when modifying holders of Incentive Distribution Rights, apportioned equally among all holders of Incentive Distribution Rights in accordance with the relative number of Incentive Distribution Rights held by each such holder.

     “ Purchase Date ” means the date determined by the General Partner as the date for purchase of all Outstanding Units of a certain class (other than Units owned by the General Partner and its Affiliates) pursuant to Article XV.

     “ Quarter ” means, unless the context requires otherwise, a fiscal quarter, or, with respect to the first fiscal quarter after the Closing Date, the portion of such fiscal quarter after the Closing Date, of the Partnership.

     “ Recapture Income ” means any gain recognized by the Partnership (computed without regard to any adjustment required by Section 734 or Section 743 of the Code) upon the disposition of any property or asset of the Partnership, which gain is characterized as ordinary income because it represents the recapture of deductions previously taken with respect to such property or asset.

     “ Record Date ” means the date established by the General Partner for determining (a) the identity of the Record Holders entitled to notice of, or to vote at, any meeting of Limited Partners or entitled to vote by ballot or give approval of Partnership action in writing without a meeting or entitled to exercise rights in respect of any lawful action of Limited Partners or (b) the identity of Record Holders entitled to receive any report or distribution or to participate in any offer.

     “ Record Holder ” means the Person in whose name a Common Unit is registered on the books of the Transfer Agent as of the opening of business on a particular Business Day, or with respect to other Partnership Securities, the Person in whose name any such other Partnership Security is registered on the books which the General Partner has caused to be kept as of the opening of business on such Business Day.

     “ Redeemable Interests ” means any Partnership Interests for which a redemption notice has been given, and has not been withdrawn, pursuant to Section 4.10.

     “ Registration Statement ” means the Registration Statement on Form S-1 (Registration No. 333-91706) as it has been or as it may be amended or supplemented from time to time, filed by the Partnership with the Commission under the Securities Act to register the offering and sale of the Common Units in the Initial Offering.

     “ Remaining Net Positive Adjustments ” means as of the end of any taxable period, (i) with respect to the Unitholders holding Common Units, Subordinated Units or Subordinated Class B Units, the excess of (a) the Net Positive Adjustments of the Unitholders holding Common Units,

Subordinated Units or Subordinated Class B Units as of the end of such period over (b) the sum of those Partners’ Share of Additional Book Basis Derivative Items for each prior taxable period, (ii) with respect to the General Partner (as holder of the General Partner Interest), the excess of (a) the Net Positive Adjustments of the General Partner as of the end of such period over (b) the sum of the General Partner’s Share of Additional Book Basis Derivative Items with respect to the General Partner Interest for each prior taxable period, and (iii) with respect to the holders of Incentive Distribution Rights, the excess of (a) the Net Positive Adjustments of the holders of Incentive Distribution Rights as of the end of such period over (b) the sum of the Share of Additional Book Basis Derivative Items of the holders of the Incentive Distribution Rights for each prior taxable period.

     “ Required Allocations ” means (a) any limitation imposed on any allocation of Net Losses or Net Termination Losses under Section 6.1(b) or 6.1(c)(ii) and (b) any allocation of an item of income, gain, loss or deduction pursuant to Section 6.1(d)(i), 6.1(d)(ii), 6.1(d)(iv), 6.1(d)(vii) or 6.1(d)(ix).

     “ Residual Gain” or “Residual Loss ” means any item of gain or loss, as the case may be, of the Partnership recognized for federal income tax purposes resulting from a sale, exchange or other disposition of a Contributed Property or Adjusted Property, to the extent such item of gain or loss is not allocated pursuant to Section 6.2(b)(i)(A) or 6.2(b)(ii)(A), respectively, to eliminate Book-Tax Disparities.

     “ Second Liquidation Target Amount ” has the meaning assigned to such term in Section 6.1(c)(i)(E).

     “ Second Target Distribution ” means $0.625 per Unit per Quarter (or, with respect to the period commencing on the Closing Date and ending on December 31, 2002, it means the product of $0.625 multiplied by a fraction of which the numerator is equal to the number of days in such period and of which the denominator is 91), subject to adjustment in accordance with Sections 6.6 and 6.10.

     “ Securities Act ” means the Securities Act of 1933, as amended, supplemented or restated from time to time and any successor to such statute.

     “ Share of Additional Book Basis Derivative Items ” means in connection with any allocation of Additional Book Basis Derivative Items for any taxable period, (i) with respect to the Unitholders holding Common Units, Subordinated Units or Subordinated Class B Units, the amount that bears the same ratio to such Additional Book Basis Derivative Items as the Unitholders’ Remaining Net Positive Adjustments as of the end of such period bears to the Aggregate Remaining Net Positive Adjustments as of that time, (ii) with respect to the General Partner (as holder of the General Partner Interest), the amount that bears the same ratio to such additional Book Basis Derivative Items as the General Partner’s Remaining Net Positive Adjustments as of the end of such period bears to the Aggregate Remaining Net Positive Adjustment as of that time, and (iii) with respect to the Partners holding Incentive Distribution Rights, the amount that bears the same ratio to such Additional Book Basis Derivative Items as the Remaining Net Positive Adjustments of the Partners holding the Incentive Distribution

Rights as of the end of such period bears to the Aggregate Remaining Net Positive Adjustments as of that time.

     “ Special Approval ” means approval by a majority of the members of the Conflicts Committee.

     “ Subordinated Class B Unit ” means a Unit representing a fractional part of the Partnership Interests of all Limited Partners and Assignees and having the rights and obligations specified with respect to Subordinated Class B Units in this Agreement. The term “Subordinated Class B Unit” as used herein does not include a Common Unit, a Parity Unit or a Subordinated Unit. A Subordinated Class B Unit shall not constitute a Common Unit or Parity Unit until it converts into a Common Unit. For the avoidance of doubt, a Subordinated Class B Unit shall not be considered senior or equal in right of distribution to a Subordinated Unit for the purpose of clause (a) of the definition of Subordination Period until such time as the Subordinated Class B Unit is entitled by its terms to receive distributions of Available Cash from Operating Surplus.

     “ Subordinated Unit ” means a Unit representing a fractional part of the Partnership Interests of all Limited Partners and Assignees and having the rights and obligations specified with respect to Subordinated Units in this Agreement. The term “Subordinated Unit” as used herein does not include a Common Unit, Parity Unit or Subordinated Class B Unit. A Subordinated Unit that is convertible into a Common Unit or a Parity Unit shall not constitute a Common Unit or Parity Unit until such conversion occurs.

     “ Subordination Period ” means the period commencing on the Closing Date and ending on the first to occur of the following dates:

          (a) the first day of any Quarter beginning after September 30, 2009 in respect of which (i) (A) distributions of Available Cash from Operating Surplus on each of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution (or portion thereof for the first fiscal quarter after the Closing Date) on all Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such periods and (B) the Adjusted Operating Surplus generated during each of the three consecutive, non-overlapping four-quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Common Units and Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such periods on a Fully Diluted Basis, plus the related distribution on the General Partner Interest, during such periods and (ii) there are no Cumulative Common Unit Arrearages; and

          (b) the date on which the General Partner is removed as general partner of the Partnership upon the requisite vote by holders of Outstanding Units under circumstances where Cause does not exist and Units held by the General Partner and its Affiliates are not voted in favor of such removal.

     “ Subsidiary ” means, with respect to any Person, (a) a corporation of which more than 50% of the voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors or other governing body of such corporation is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person or a combination thereof, (b) a partnership (whether general or limited) in which such Person or a Subsidiary of such Person is, at the date of determination, a general or limited partner of such partnership, but only if more than 50% of the partnership interests of such partnership (considering all of the partnership interests of the partnership as a single class) is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person, or a combination thereof, or (c) any other Person (other than a corporation or a partnership) in which such Person, one or more Subsidiaries of such Person, or a combination thereof, directly or indirectly, at the date of determination, has (i) at least a majority ownership interest or (ii) the power to elect or direct the election of a majority of the directors or other governing body of such Person.

     “ Substituted Limited Partner ” means a Person who is admitted as a Limited Partner to the Partnership pursuant to Section 10.2 in place of and with all the rights of a Limited Partner and who is shown as a Limited Partner on the books and records of the Partnership.

     “ Surviving Business Entity ” has the meaning assigned to such term in Section 14.2(b).

     “ Third Liquidation Target Amount ” has the meaning assigned to such term in Section 6.1(c)(i)(F).

     “ Third Target Distribution ” means $0.75 per Unit per Quarter (or, with respect to the period commencing on the Closing Date and ending on December 31, 2002, it means the product of $0.75 multiplied by a fraction of which the numerator is equal to the number of days in such period and of which the denominator is 91), subject to adjustment in accordance with Sections 6.6 and 6.10.

     “ Trading Day ” has the meaning assigned to such term in Section 15.1(a).

     “ transfer ” has the meaning assigned to such term in Section 4.4(a).

     “ Transfer Agent ” means such bank, trust company or other Person (including the General Partner or one of its Affiliates) as shall be appointed from time to time by the Partnership to act as registrar and transfer agent for the Common Units; provided that if no Transfer Agent is specifically designated for any other Partnership Securities, the General Partner shall act in such capacity.

     “ Transfer Application ” means an application and agreement for transfer of Units in the form set forth on the back of a Certificate or in a form substantially to the same effect in a separate instrument.

     “ Underwriter ” means each Person named as an underwriter in Schedule I to the Underwriting Agreement who purchases Common Units pursuant thereto.

     “ Underwriting Agreement ” means the Underwriting Agreement dated October 31, 2002 among the Underwriters, the Partnership, the General Partner, the Operating Partnership and Martin Resource Management Corporation , providing for the purchase of Common Units by such Underwriters.

     “ Unit ” means a Partnership Security that is designated as a “Unit” and shall include Common Units, Subordinated Units and Subordinated Class B Units but shall not include (i) a General Partner Interest or (ii) Incentive Distribution Rights.

     “ Unitholders ” means the holders of Units.

     “ Unit Majority ” means, (a) during the Subordination Period, at least a majority of the Outstanding Common Units (excluding Common Units owned by the General Partner and its Affiliates) voting as a class and at least a majority of the Outstanding Subordinated Units and Outstanding Subordinated Class B Units voting as a single class, and, (b) after the Subordination Period and until the Subordinated Class B Units convert into Common Units as provided in Section 5.9, at least a majority of the Outstanding Common Units and and at least a majority of the Outstanding Subordinated Class B Units voting as a class, and thereafter, (c) at least a majority of the Outstanding Common Units.

     “ Unpaid MQD ” has the meaning assigned to such term in Section 6.1(c)(i)(B).

     “ Unrealized Gain ” attributable to any item of Partnership property means, as of any date of determination, the excess, if any, of (a) the fair market value of such property as of such date (as determined under Section 5.5(d)) over (b) the Carrying Value of such property as of such date (prior to any adjustment to be made pursuant to Section 5.5(d) as of such date).

     “ Unrealized Loss ” attributable to any item of Partnership property means, as of any date of determination, the excess, if any, of (a) the Carrying Value of such property as of such date (prior to any adjustment to be made pursuant to Section 5.5(d) as of such date) over (b) the fair market value of such property as of such date (as determined under Section 5.5(d)).

     “ Unrecovered Capital ” means at any time, with respect to a Unit, the Initial Unit Price less the sum of all distributions constituting Capital Surplus theretofore made in respect of an Initial Common Unit and any distributions of cash (or the Net Agreed Value of any distributions in kind) in connection with the dissolution and liquidation of the Partnership theretofore made in respect of an Initial Common Unit, adjusted as the General Partner determines to be appropriate to give effect to any distribution, subdivision or combination of such Units.

     “ U.S. GAAP ” means United States Generally Accepted Accounting Principles consistently applied.

      “U.S. Maritime Company” means any corporation or other entity which, directly or indirectly (1) owns or operates vessels in the United States coastwise trade, intercoastal trade or noncontiguous domestic trade; (2) owns or operates any vessel built with construction differential subsidies from the United States Government (or any agency thereof); (3) is a party to an operating differential subsidy agreement with the United States Government (or any agency thereof) on account of ships owned, chartered or operated by it; (4) owns any vessel on which

there is a preferred mortgage issued in connection with Title XI of the Merchant Marine Act, 1936, as amended; (5) operates vessels under agreement with the United States Government (or any agency thereof); (6) conducts any activity, takes any action or receives any benefit which would be adversely affected under any provision of the U.S. maritime, shipping or vessel documentation laws by virtue of Non-citizen ownership of its stock; or (7) maintains a Capital Construction Fund under the provisions of Section 607 of the Merchant Marine Act of 1936, as amended.

     “ Withdrawal Opinion of Counsel ” has the meaning assigned to such term in Section 11.1(b).

     “ Working Capital Borrowings ” means borrowings used solely for working capital purposes or to pay distributions to Partners made pursuant to a credit facility or other arrangement to the extent such borrowings are required to be reduced to a relatively small amount each year (or for the year in which the Initial Offering is consummated, the 12-month period beginning on the Closing Date) for an economically meaningful period of time.

     Section 1.2 Construction . Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (b) references to Articles and Sections refer to Articles and Sections of this Agreement; and (c) the term “include” or “includes” means includes, without limitation, and “including” means including, without limitation.

ARTICLE II
ORGANIZATION

     Section 2.1 Formation . The General Partner and the Organizational Limited Partner have previously formed the Partnership as a limited partnership pursuant to the provisions of the Delaware Act and hereby amend and restate the original Agreement of Limited Partnership of Martin Midstream Partners L.P. in its entirety. This amendment and restatement shall become effective on the date of this Agreement. Except as expressly provided to the contrary in this Agreement, the rights, duties (including fiduciary duties), liabilities and obligations of the Partners and the administration, dissolution and termination of the Partnership shall be governed by the Delaware Act. All Partnership Interests shall constitute personal property of the owner thereof for all purposes and a Partner has no interest in specific Partnership property. The purpose of this Second Amended and Restated Agreement of Limited Partnership is (i) to restate certain stand-alone amendments previously made to this Agreement, (ii) to establish the rights and obligations of the Subordinated Class B Units in connection with the issuance of such Partnership Agreement pursuant to this Agreement and (iii) to make other miscellaneous revisions.

     Section 2.2 Name . The name of the Partnership shall be “Martin Midstream Partners L.P.” The Partnership’s business may be conducted under any other name or names deemed necessary or appropriate by the General Partner in its sole discretion, including the name of the General Partner. The words “Limited Partnership,” “L.P.,” “Ltd.” or similar words or letters shall be included in the Partnership’s name where necessary for the purpose of complying with the

laws of any jurisdiction that so requires. The General Partner in its discretion may change the name of the Partnership at any time and from time to time and shall notify the Limited Partners of such change in the next regular communication to the Limited Partners.

     Section 2.3 Registered Office; Registered Agent; Principal Office; Other Offices . Unless and until changed by the General Partner, the registered office of the Partnership in the State of Delaware shall be located at 1209 Orange Street, Wilmington, Delaware 19801, and the registered agent for service of process on the Partnership in the State of Delaware at such registered office shall be The Corporation Trust Company. The principal office of the Partnership shall be located at 4200 Stone Road, Kilgore, Texas 75662 or such other place as the General Partner may from time to time designate by notice to the Limited Partners. The Partnership may maintain offices at such other place or places within or outside the State of Delaware as the General Partner deems necessary or appropriate. The address of the General Partner shall be 4200 Stone Road, Kilgore, Texas 75662 or such other place as the General Partner may from time to time designate by notice to the Limited Partners.

     Section 2.4 Purpose and Business . The purpose and nature of the business to be conducted by the Partnership shall be to (a) own the equity of the general partner of the Operating Partnership and to serve as a limited partner of the Operating Partnership and, in connection therewith, to exercise all the rights and powers conferred upon the Partnership as a partner of the Operating Partnership pursuant to the Operating Partnership Agreement or otherwise, (b) engage directly in, or enter into or form any corporation, partnership, joint venture, limited liability company or other arrangement to engage indirectly in, any business activity that the Operating Partnership is permitted to engage in by the Operating Partnership Agreement or that its subsidiaries are permitted to engage in by their limited liability company or partnership agreements and, in connection therewith, to exercise all of the rights and powers conferred upon the Partnership pursuant to the agreements relating to such business activity, (c) engage directly in, or enter into or form any corporation, partnership, joint venture, limited liability company or other arrangement to engage indirectly in, any business activity that is approved by the General Partner and which lawfully may be conducted by a limited partnership organized pursuant to the Delaware Act and, in connection therewith, to exercise all of the rights and powers conferred upon the Partnership pursuant to the agreements relating to such business activity; provided, however, that the General Partner reasonably determines, as of the date of the acquisition or commencement of such activity, that such activity (i) generates “qualifying income” (as such term is defined pursuant to Section 7704 of the Code) or a Subsidiary or a Partnership activity that generates qualifying income or (ii) enhances the operations of an activity of the Operating Partnership, and (d) do anything necessary or appropriate to the foregoing, including the making of capital contributions or loans to a Group Member. The General Partner has no obligation or duty to the Partnership, the Limited Partners or the Assignees to propose or approve, and in its discretion may decline to propose or approve, the conduct by the Partnership of any business.

     Section 2.5 Powers . The Partnership shall be empowered to do any and all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of the purposes and business described in Section 2.4 and for the protection and benefit of the Partnership.

     Section 2.6 Power of Attorney . Each Limited Partner and each Assignee hereby constitutes and appoints the General Partner and, if a Liquidator shall have been selected pursuant to Section 12.3, the Liquidator (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized officers and attorneys-in-fact, as the case may be, with full power of substitution, as his true and lawful agent and attorney-in-fact, with full power and authority in his name, place and stead, to:

     (i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) all certificates, documents and other instruments (including this Agreement and the Certificate of Limited Partnership and all amendments or restatements hereof or thereof) that the General Partner or the Liquidator deems necessary or appropriate to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (B) all certificates, documents and other instruments that the General Partner or the Liquidator deems necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement; (C) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the General Partner or the Liquidator deems necessary or appropriate to reflect the dissolution and liquidation of the Partnership pursuant to the terms of this Agreement; (D) all certificates, documents and other instruments relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, Article IV, X, XI or XII; (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class or series of Partnership Securities issued pursuant to Section 5.6; and (F) all certificates, documents and other instruments (including agreements and a certificate of merger) relating to a merger or consolidation of the Partnership pursuant to Article XIV; and

     (ii) execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments necessary or appropriate, in the discretion of the General Partner or the Liquidator, to make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Partners hereunder or is consistent with the terms of this Agreement or is necessary or appropriate, in the discretion of the General Partner or the Liquidator, to effectuate the terms or intent of this Agreement; provided, that when required by Section 13.3 or any other provision of this Agreement that establishes a percentage of the Limited Partners or of the Limited Partners of any class or series required to take any action, the General Partner and the Liquidator may exercise the power of attorney made in this Section 2.6(a)(ii) only after the necessary vote, consent or approval of the Limited Partners or of the Limited Partners of such class or series, as applicable.

Nothing contained in this Section 2.6(a) shall be construed as authorizing the General Partner to amend this Agreement except in accordance with Article XIII or as may be otherwise expressly provided for in this Agreement.

     (b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Limited Partner or Assignee and the transfer of all or any portion of such Limited Partner’s or Assignee’s Partnership Interest and shall extend to such Limited Partner’s or Assignee’s heirs, successors, assigns and personal representatives. Each Limited Partner or Assignee hereby agrees to be bound by any representation made by the General Partner or the Liquidator acting in good faith pursuant to such power of attorney; and each Limited Partner or Assignee hereby waives, to the maximum extent permitted by law, any and all defenses that may be available to contest, negate or disaffirm the action of the General Partner or the Liquidator taken in good faith under such power of attorney. Each Limited Partner or Assignee shall execute and deliver to the General Partner or the Liquidator, within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator deems necessary to effectuate this Agreement and the purposes of the Partnership.

     Section 2.7 Term . The term of the Partnership commenced upon the filing of the Certificate of Limited Partnership in accordance with the Delaware Act and shall continue in existence until the dissolution of the Partnership in accordance with the provisions of Article XII. The existence of the Partnership as a separate legal entity shall continue until the cancellation of the Certificate of Limited Partnership as provided in the Delaware Act.

     Section 2.8 Title to Partnership Assets . Title to Partnership assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Partnership as an entity, and no Partner or Assignee, individually or collectively, shall have any ownership interest in such Partnership assets or any portion thereof. Title to any or all of the Partnership assets may be held in the name of the Partnership, the General Partner, one or more of its Affiliates or one or more nominees, as the General Partner may determine. The General Partner hereby declares and warrants that any Partnership assets for which record title is held in the name of the General Partner or one or more of its Affiliates or one or more nominees shall be held by the General Partner or such Affiliate or nominee for the use and benefit of the Partnership in accordance with the provisions of this Agreement; provided, however, that the General Partner shall use reasonable efforts to cause record title to such assets (other than those assets in respect of which the General Partner determines that the expense and difficulty of conveyancing makes transfer of record title to the Partnership impracticable) to be vested in the Partnership as soon as reasonably practicable; provided, further, that, prior to the withdrawal or removal of the General Partner or as soon thereafter as practicable, the General Partner shall use reasonable efforts to effect the transfer of record title to the Partnership and, prior to any such transfer, will provide for the use of such assets in a manner satisfactory to the General Partner. All Partnership assets shall be recorded as the property of the Partnership in its books and records, irrespective of the name in which record title to such Partnership assets is held.

ARTICLE III
RIGHTS OF LIMITED PARTNERS

     Section 3.1 Limitation of Liability . The Limited Partners and the Assignees shall have no liability under this Agreement except as expressly provided in this Agreement or the Delaware Act.

     Section 3.2 Management of Business . No Limited Partner or Assignee, in its capacity as such, shall participate in the operation, management or control (within the meaning of the Delaware Act) of the Partnership’s business, transact any business in the Partnership’s name or have the power to sign documents for or otherwise bind the Partnership. Any action taken by any Affiliate of the General Partner or any officer, director, employee, manager, member, general partner, agent or trustee of the General Partner or any of its Affiliates, or any officer, director, employee, manager, member, general partner, agent or trustee of a Group Member, in its capacity as such, shall not be deemed to be participation in the control of the business of the Partnership by a limited partner of the Partnership (within the meaning of Section 17-303(a) of the Delaware Act) and shall not affect, impair or eliminate the limitations on the liability of the Limited Partners or Assignees under this Agreement.

     Section 3.3 Outside Activities of the Limited Partners . Subject to the provisions of Section 7.5 and the Omnibus Agreement, which shall continue to be applicable to the Persons referred to therein, regardless of whether such Persons shall also be Limited Partners or Assignees, any Limited Partner or Assignee shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities in direct competition with the Partnership Group. Neither the Partnership nor any of the other Partners or Assignees shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee.

     Section 3.4 Rights of Limited Partners . In addition to other rights provided by this Agreement or by applicable law, and except as limited by Section 3.4(b), each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon reasonable written demand and at such Limited Partner’s own expense:

     (i) to obtain true and full information regarding the status of the business and financial condition of the Partnership;

     (ii) promptly after becoming available, to obtain a copy of the Partnership’s federal, state and local income tax returns for each year;

     (iii) to have furnished to him a current list of the name and last known business, residence or mailing address of each Partner;

     (iv) to have furnished to him a copy of this Agreement and the Certificate of Limited Partnership and all amendments thereto, together with a copy of the executed copies of all powers of attorney pursuant to which this Agreement, the Certificate of Limited Partnership and all amendments thereto have been executed;

     (v) to obtain true and full information regarding the amount of cash and a description and statement of the Net Agreed Value of any other Capital Contribution by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner; and

     (vi) to obtain such other information regarding the affairs of the Partnership as is just and reasonable.

     (b) The General Partner may keep confidential from the Limited Partners and Assignees, for such period of time as the General Partner deems reasonable, (i) any information that the General Partner reasonably believes to be in the nature of trade secrets or (ii) other information the disclosure of which the General Partner in good faith believes (A) is not in the best interests of the Partnership Group, (B) could damage the Partnership Group or (C) that any Group Member is required by law or by agreement with any third party to keep confidential (other than agreements with Affiliates of the Partnership the primary purpose of which is to circumvent the obligations set forth in this Section 3.4).

ARTICLE IV
CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS;
REDEMPTION OF PARTNERSHIP INTERESTS

     Section 4.1 Certificates . Upon the Partnership’s issuance of Common Units, Subordinated Units or Subordinated Class B Units to any Person and upon such Person’s request, the Partnership may issue one or more Certificates in the name of such Person evidencing the number of such Units being so issued. In addition, (a) upon the General Partner’s request, the Partnership shall issue to it one or more Certificates in the name of the General Partner evidencing its interests in the Partnership and (b) upon the request of any Person owning Incentive Distribution Rights or any other Partnership Securities other than Common Units, Subordinated Units or Subordinated Class B Units, the Partnership shall issue to such Person one or more certificates evidencing such Incentive Distribution Rights or other Partnership Securities other than Common Units, Subordinated Units or Subordinated Class B Units. Certificates shall be executed on behalf of the Partnership by the Chairman of the Board, President or any Vice President and the Secretary or any Assistant Secretary of the General Partner. No Common Unit Certificate shall be valid for any purpose until it has been countersigned by the Transfer Agent; provided, however, that if the General Partner elects to issue Common Units in global form, the Common Unit Certificates shall be valid upon receipt of a certificate from the Transfer Agent certifying that the Common Units have been duly registered in accordance with the directions of the Partnership and the Underwriters. Subject to the requirements of Section 6.7(b) and 6.8(b), the Partners holding Certificates evidencing Subordinated Units or Subordinated Class B Units may exchange such Certificates for Certificates evidencing Common Units on or after the date on which such Subordinated Units or Subordinated Class B Units are converted into Common Units pursuant to the terms of Section 5.8 and 5.9. Notwithstanding the above provisions, Common Units may be uncertificated.

     Section 4.2 Mutilated, Destroyed, Lost or Stolen Certificates .

     (a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Securities as the Certificate so surrendered.

     (b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign a new Certificate in place of any Certificate previously issued or issue uncertificated Units if the Record Holder of the Certificate:

     (i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen;

     (ii) requests the issuance of a new Certificate or the issuance of uncertificated Units before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

     (iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may reasonably direct, in its sole discretion, to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent, against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and

     (iv) satisfies any other reasonable requirements imposed by the General Partner.

     If a Limited Partner or Assignee fails to notify the General Partner within a reasonable time after he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, the Limited Partner or Assignee shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate or uncertificated Unit.

     (c) As a condition to the issuance of any new Certificate or uncertificated Unit under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

     Section 4.3 Record Holders . The Partnership shall be entitled to recognize the Record Holder as the Partner or Assignee with respect to any Partnership Interest and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such Partnership Interest on the part of any other Person, regardless of whether the Partnership shall have actual or other notice thereof, except as otherwise provided by law or any applicable rule, regulation, guideline or requirement of any National Securities Exchange on which such Partnership Interests are listed for trading. Without limiting the foregoing, when a Person (such as a broker, dealer, bank, trust company or clearing corporation or an agent of any of the foregoing) is acting as nominee, agent or in some other representative capacity for another Person in acquiring and/or holding Partnership Interests, as between the Partnership on the one hand, and such other Persons on the

other, such representative Person (a) shall be the Partner or Assignee (as the case may be) of record and beneficially, (b) must execute and deliver a Transfer Application and (c) shall be bound by this Agreement and shall have the rights and obligations of a Partner or Assignee (as the case may be) hereunder and as, and to the extent, provided for herein.

     Section 4.4 Transfer Generally.

     (a) The term “transfer,” when used in this Agreement with respect to a Partnership Interest, shall be deemed to refer to a transaction by which the General Partner assigns its General Partner Interest to another Person who becomes the general partner of the Partnership, by which the holder of a Limited Partner Interest assigns such Limited Partner Interest to another Person who is or becomes a Limited Partner or an Assignee, and includes a sale, assignment, gift, pledge, encumbrance, hypothecation, mortgage, exchange or any other disposition by law or otherwise.

     (b) No Partnership Interest shall be transferred, in whole or in part, except in accordance with the terms and conditions set forth in this Article IV. Any transfer or purported transfer of a Partnership Interest not made in accordance with this Article IV shall be null and void.

     (c) Nothing contained in this Agreement shall be construed to prevent a disposition by any member of the General Partner of any or all of the membership interests of the General Partner.

     Section 4.5 Registration and Transfer of Limited Partner Interests .

     (a) The Partnership shall keep or cause to be kept on behalf of the Partnership a register in which, subject to such reasonable regulations as it may prescribe and subject to the provisions of Section 4.5(b), the Partnership will provide for the registration and transfer of Limited Partner Interests. The Transfer Agent is hereby appointed registrar and transfer agent for the purpose of registering Common Units and transfers of such Common Units as herein provided. The Partnership shall not recognize transfers of Certificates evidencing Limited Partner Interests unless such transfers are effected in the manner described in this Section 4.5. Upon surrender of a Certificate for registration of transfer of any Limited Partner Interests evidenced by a Certificate, and subject to the provisions of Section 4.5(b), the appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and in the case of Common Units, the Transfer Agent shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder’s instructions, one or more new Certificates, or evidence of the issuance of uncertificated Common Units, evidencing the same aggregate number and type of Limited Partner Interests as was evidenced by the Certificate so surrendered.

     (b) Except as otherwise provided in Section 4.9, the Partnership shall not recognize any transfer of Limited Partner Interests evidenced by a Certificate until the Certificates evidencing such Limited Partner Interests, or other evidence of the uncertificated Common Units, are surrendered for registration of transfer. No charge shall be imposed by the General Partner for such transfer; provided, that as a condition to the issuance of any new Certificate, or

uncertificated issuance of Common Units, under this Section 4.5, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed with respect thereto.

     (c) Upon receipt of proper transfer instructions from the registered owner of uncertificated Common Units, such uncertificated Common Units shall be cancelled, issuance of new equivalent uncertificated Common Units or Certificates shall be made to the holder of Common Units entitled thereto and the transaction shall be recorded upon the books of the Partnership.

     (d) Limited Partner Interests may be transferred only in the manner described in this Section 4.5. The transfer of any Limited Partner Interests and the admission of any new Limited Partner shall not constitute an amendment to this Agreement.

     (e) Until admitted as a Substituted Limited Partner pursuant to Section 10.2, the Record Holder of a Limited Partner Interest shall be an Assignee in respect of such Limited Partner Interest. Limited Partners may include custodians, nominees or any other individual or entity in its own or any representative capacity.

     (f) A transferee of a Limited Partner Interest who has completed and delivered a Transfer Application shall be deemed to have (i) requested admission as a Substituted Limited Partner, (ii) agreed to comply with and be bound by and to have executed this Agreement, (iii) represented and warranted that such transferee has the right, power and authority and, if an individual, the capacity to enter into this Agreement, (iv) granted the powers of attorney set forth in this Agreement and (v) given the consents and approvals and made the waivers contained in this Agreement.

     (g) The General Partner and its Affiliates shall have the right at any time to transfer their Subordinated Units, Subordinated Class B Units and Common Units (whether issued upon conversion of the Subordinated Units or Subordinated Class B Units or otherwise) to one or more Persons.

     Section 4.6 Transfer of the General Partner’s General Partner Interest .

     (a) Subject to Section 4.6(c) below, prior to September 30, 2012, the General Partner shall not transfer all or any part of its General Partner Interest to a Person unless such transfer (i) has been approved by the prior written consent or vote of the holders of at least a majority of the Outstanding Common Units (excluding Common Units held by the General Partner and its Affiliates) or (ii) is of all, but not less than all, of its General Partner Interest to (A) an Affiliate of the General Partner (other than an individual) or (B) another Person (other than an individual) in connection with the merger or consolidation of the General Partner with or into another Person (other than an individual) or the transfer by the General Partner of all or substantially all of its assets to another Person (other than an individual).

     (b) Subject to Section 4.6(c) below, on or after September 30, 2012, the General Partner may transfer all or any of its General Partner Interest without Unitholder approval.

     (c) Notwithstanding anything herein to the contrary, no transfer by the General Partner of all or any part of its General Partner Interest to another Person shall be permitted unless (i) the transferee agrees to assume the rights and duties of the General Partner under this Agreement and to be bound by the provisions of this Agreement, (ii) the Partnership receives an Opinion of Counsel that such transfer would not result in the loss of limited liability of any Limited Partner or of any limited partner of the Operating Partnership or cause the Partnership or the Operating Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not already so treated or taxed) and (iii) such transferee also agrees to purchase all (or the appropriate portion thereof, if applicable) of the partnership or membership interest of the General Partner as the general partner or managing member, if any, of each other Group Member. In the case of a transfer pursuant to and in compliance with this Section 4.6, the transferee or successor (as the case may be) shall, subject to compliance with the terms of Section 10.3, be admitted to the Partnership as the General Partner immediately prior to the transfer of the Partnership Interest, and the business of the Partnership shall continue without dissolution.

     Section 4.7 Transfer of Incentive Distribution Rights . Prior to September 30, 2012, a holder of Incentive Distribution Rights may transfer any or all of the Incentive Distribution Rights held by such holder without any consent of the Unitholders (a) to an Affiliate of such holder (other than an individual) or (b) to another Person (other than an individual) in connection with (i) the merger or consolidation of such holder of Incentive Distribution Rights with or into such other Person or (ii) the transfer by such holder of all or substantially all of its assets to such other Person or (iii) the sale of all or substantially all of the equity interests of such holder to such other Person. Any other transfer of the Incentive Distribution Rights prior to September 30, 2012, shall require the prior approval of holders of at least a majority of the Outstanding Common Units (excluding Common Units held by the General Partner and its Affiliates). On or after September 30, 2012, any holder of Incentive Distribution Rights may transfer any or all of its Incentive Distribution Rights without Unitholder approval. Notwithstanding anything herein to the contrary, no transfer of Incentive Distribution Rights to another Person shall be permitted unless the transferee agrees to be bound by the provisions of this Agreement.

     Section 4.8 Restrictions on Transfers .

     (a) Except as provided in Section 4.8(d) below, but notwithstanding the other provisions of this Article IV, no transfer of any Partnership Interests shall be made if such transfer would (i) violate the then applicable federal or state securities laws or rules and regulations of the Commission, any state securities commission or any other governmental authority with jurisdiction over such transfer, (ii) terminate the existence or qualification of the Partnership or the Operating Partnership under the laws of the jurisdiction of its formation, or (iii) cause the Partnership or the Operating Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not already so treated or taxed).

     (b) The General Partner may impose restrictions on the transfer of Partnership Interests if a subsequent Opinion of Counsel determines that such restrictions are necessary to avoid a significant risk of the Partnership or the Operating Partnership becoming an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes.

The restrictions may be imposed by making such amendments to this Agreement as the General Partner may determine to be necessary or appropriate to impose such restrictions; provided, however, that any amendment that the General Partner believes, in the exercise of its reasonable discretion, could result in the delisting or suspension of trading of any class of Limited Partner Interests on the principal National Securities Exchange on which such class of Limited Partner Interests is then traded must be approved, prior to such amendment being effected, by the holders of at least a majority of the Outstanding Limited Partner Interests of such class.

     (c) The transfer of a Subordinated Unit or Subordinated Class B Unit that has converted into a Common Unit shall be subject to the restrictions imposed by Section 6.7(b) and 6.8(b).

     (d) Nothing contained in this Article IV, or elsewhere in this Agreement, shall preclude the settlement of any transactions involving Partnership Interests entered into through the facilities of any National Securities Exchange on which such Partnership Interests are listed for trading.

     Section 4.9 Citizenship Certificates; Non-citizen Assignees .

     (a) If any Group Member is or becomes subject to any federal, state or local law or regulation that, in the reasonable determination of the General Partner, creates (i) a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest based on the nationality, citizenship or other related status of a Limited Partner or Assignee or (ii) a substantial risk that one or more Group Member or any Controlled Person of a Group Member will not be permitted to conduct business as a U.S. Maritime Company based on the status of a Limited Partner or Assignee as a Non-citizen, the General Partner may request any Limited Partner or Assignee to furnish to the General Partner, within 30 days after receipt of such request, an executed Citizenship Certification or such other information concerning his nationality, citizenship or other related status (or, if the Limited Partner or Assignee is a nominee holding for the account of another Person, the nationality, citizenship or other related status of such Person) as the General Partner may request. If a Limited Partner or Assignee fails to furnish to the General Partner within the aforementioned 30-day period such Citizenship Certification or other requested information or if upon receipt of such Citizenship Certification or other requested information the General Partner determines, with the advice of counsel, that a Limited Partner or Assignee is not an Eligible Citizen, the Partnership Interests owned by such Limited Partner or Assignee shall be subject to redemption in accordance with the provisions of Section 4.10. In addition, the General Partner may require that the status of any such Partner or Assignee be changed to that of a Non-citizen Assignee and, thereupon, the General Partner shall be substituted for such Non-citizen Assignee as the Limited Partner in respect of his Limited Partner Interests.

     (b) The General Partner shall, in exercising voting rights in respect of Limited Partner Interests held by it on behalf of Non-citizen Assignees, distribute the votes in the same ratios as the votes of Partners (including without limitation the General Partner) in respect of Limited Partner Interests other than those of Non-citizen Assignees are cast, either for, against or abstaining as to the matter.

     (c) Upon dissolution of the Partnership, a Non-citizen Assignee shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Non-citizen Assignee’s share of the distribution in kind. Such payment and assignment shall be treated for Partnership purposes as a purchase by the Partnership from the Non-citizen Assignee of his Limited Partner Interest (representing his right to receive his share of such distribution in kind).

     (d) At any time after he can and does certify that he has become an Eligible Citizen, a Non-citizen Assignee may, upon application to the General Partner, request admission as a Substituted Limited Partner with respect to any Limited Partner Interests of such Non-citizen Assignee not redeemed pursuant to Section 4.10, and upon his admission pursuant to Section 10.2, the General Partner shall cease to be deemed to be the Limited Partner in respect of the Non-citizen Assignee’s Limited Partner Interests.

     Section 4.10 Redemption of Partnership Interests of Non-citizen Assignees .

     (a) If at any time a Limited Partner or Assignee fails to furnish a Citizenship Certification or other information requested within the 30-day period specified in Section 4.9(a), or if upon receipt of such Citizenship Certification or other information the General Partner determines, with the advice of counsel, that a Limited Partner or Assignee is not an Eligible Citizen, the Partnership may, unless the Limited Partner or Assignee establishes to the satisfaction of the General Partner that such Limited Partner or Assignee is an Eligible Citizen or has transferred his Partnership Interests to a Person who is an Eligible Citizen and who furnishes a Citizenship Certification to the General Partner prior to the date fixed for redemption as provided below, redeem the Partnership Interest of such Limited Partner or Assignee as follows:

     (i) The General Partner shall, not later than the 30th day before the date fixed for redemption, give notice of redemption to the Limited Partner or Assignee, at his last address designated on the records of the Partnership or the Transfer Agent, by registered or certified mail, postage prepaid. The notice shall be deemed to have been given when so mailed. The notice shall specify the Redeemable Interests, the date fixed for redemption, the place of payment, that (if applicable) payment of the redemption price will be made upon surrender of the Certificate evidencing the Redeemable Interests or, if uncertificated, upon receipt of evidence satisfactory to the General Partner of the ownership of the Redeemable Interests, and that on and after the date fixed for redemption no further allocations or distributions to which the Limited Partner or Assignee would otherwise be entitled in respect of the Redeemable Interests will accrue or be made.

     (ii) The aggregate redemption price for Redeemable Interests shall be an amount equal to the Current Market Price (the date of determination of which shall be the date fixed for redemption) of Limited Partner Interests of the class to be so redeemed multiplied by the number of Limited Partner Interests of each such class included among the Redeemable Interests. The redemption price shall be paid, in the discretion of the General Partner, in cash or by delivery of a promissory note of the Partnership in the principal amount of the redemption price, bearing interest at the rate of 10% annually and

payable in three equal annual installments of principal together with accrued interest, commencing one year after the redemption date.

     (iii) Upon surrender by or on behalf of the Limited Partner or Assignee, at the place specified in the notice of redemption, of (x) if certificated, the Certificate evidencing the Redeemable Interests, duly endorsed in blank or accompanied by an assignment duly executed in blank, or (y) if uncertificated, upon receipt of evidence satisfactory to the General Partner of the ownership of the Redeemable Interests, the Limited Partner or Assignee or his duly authorized representative shall be entitled to receive the payment therefor.

     (iv) After the redemption date, Redeemable Interests shall no longer constitute issued and Outstanding Limited Partner Interests.

     (b) The provisions of this Section 4.10 shall also be applicable to Limited Partner Interests held by a Limited Partner or Assignee as nominee of a Person determined to be other than an Eligible Citizen.

     (c) Nothing in this Section 4.10 shall prevent the recipient of a notice of redemption from transferring his Limited Partner Interest before the redemption date if such transfer is otherwise permitted under this Agreement. Upon receipt of notice of such a transfer, the General Partner shall withdraw the notice of redemption, provided the transferee of such Limited Partner Interest certifies to the satisfaction of the General Partner in a Citizenship Certification delivered in connection with the Transfer Application that he is an Eligible Citizen. If the transferee fails to make such certification, such redemption shall be effected from the transferee on the original redemption date.

ARTICLE V
CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS

     Section 5.1 Organizational Contributions . In connection with the formation of the Partnership under the Delaware Act, the General Partner made an initial Capital Contribution to the Partnership in the amount of $20.00, for a 2% General Partner Interest in the Partnership and has been admitted as a General Partner of the Partnership, and the Organizational Limited Partner made an initial Capital Contribution to the Partnership in the amount of $980.00 for a 98% Limited Partner Interest in the Partnership and has been admitted as a Limited Partner of the Partnership. As of the Closing Date, the interest of the Organizational Limited Partner shall be redeemed as provided in the Contribution Agreement; the initial Capital Contributions of each Partner shall thereupon be refunded; and the Organizational Limited Partner shall cease to be a Limited Partner of the Partnership. Ninety-eight percent of any interest or other profit that may have resulted from the investment or other use of such initial Capital Contributions shall be allocated and distributed to the Organizational Limited Partner, and the balance thereof shall be allocated and distributed to the General Partner.

     Section 5.2 Contributions by the General Partner and its Affiliates .

     (a) On the Closing Date and pursuant to the Contribution Agreement, and in consideration of the assumption of the debt as set forth in Section 3.1(b) of the Contribution

Agreement, (i) the General Partner shall contribute to the Partnership, as a Capital Contribution, all of its interest in the Operating Partnership in exchange for (A) the continuation of its General Partner Interest, subject to all of the rights, privileges and duties of the General Partner under this Agreement, and (B) the Incentive Distribution Rights, (ii) the Organizational Limited Partner shall contribute to the Partnership its limited partner interest in the Operating Partnership and all of its interest in Martin Operating GP LLC, as a Capital Contribution, in exchange for 2,088,921 Subordinated Units, (iii) Midstream Fuel Service LLC shall contribute its limited partner interest in the Operating Partnership, as a Capital Contribution, in exchange for 620,644 Subordinated Units, and (iv) Martin Gas Sales LLC will contribute its limited partner interest in the Operating Partnership, as a Capital Contribution, in exchange for 1,543,797 Subordinated Units.

     (b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than the issuance of the Common Units issued in the Initial Offering and other than the issuance of the Common Units issued pursuant to the Over-Allotment Option and other than Common Units purchased by the General Partner to the extent the Over-Allotment Option is not exercised), the General Partner shall be required to make additional Capital Contributions equal to 2/98ths of any amount contributed to the Partnership by the Limited Partners in exchange for such additional Limited Partner Interests. Except as set forth in the immediately preceding sentence and Article XII, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership.

     Section 5.3 Contributions by Initial Limited Partners and Distributions to the General Partner .

     (a) On the Closing Date and pursuant to the Underwriting Agreement, each Underwriter shall contribute to the Partnership cash in an amount equal to the Issue Price per Initial Common Unit, multiplied by the number of Common Units specified in the Underwriting Agreement to be purchased by such Underwriter at the Closing Date. In exchange for such Capital Contributions by the Underwriters, the Partnership shall issue Common Units to each Underwriter on whose behalf such Capital Contribution is made in an amount equal to the quotient obtained by dividing (i) the cash contribution to the Partnership by or on behalf of such Underwriter by (ii) the Issue Price per Initial Common Unit.

     (b) Upon the exercise of the Over-Allotment Option and pursuant to the Underwriting Agreement, each Underwriter shall contribute to the Partnership cash in an amount equal to the Issue Price per Initial Common Unit, multiplied by the number of Common Units specified in the Underwriting Agreement to be purchased by such Underwriter at the Option Closing Date. In exchange for such Capital Contributions by the Underwriters, the Partnership shall issue Common Units to each Underwriter on whose behalf such Capital Contribution is made in an amount equal to the quotient obtained by dividing (i) the cash contributions to the Partnership by or on behalf of such Underwriter by (ii) the Issue Price per Initial Common Unit.

     (c) No Limited Partner Interests will be issued or issuable as of or at the Closing Date other than (i) the Common Units issuable pursuant to subparagraph (a) hereof in aggregate number equal to 2,900,000, (ii) the “Additional Units” as such term is used in the Underwriting Agreement in an aggregate number up to 435,000 issuable upon exercise of the Over-Allotment Option pursuant to subparagraph (b) hereof, (iii) the 4,253,362 Subordinated Units issuable to

the Martin Resource Management Corporation and its Affiliates pursuant to Section 5.2 hereof, and (iv) the Incentive Distribution Rights.

     Section 5.4 Interest and Withdrawal . No interest shall be paid by the Partnership on Capital Contributions. No Partner or Assignee shall be entitled to the withdrawal or return of its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon termination of the Partnership may be considered as such by law and then only to the extent provided for in this Agreement. Except to the extent expressly provided in this Agreement, no Partner or Assignee shall have priority over any other Partner or Assignee either as to the return of Capital Contributions or as to profits, losses or distributions. Any such return shall be a compromise to which all Partners and Assignees agree within the meaning of Section 17-502(b) of the Delaware Act.

     Section 5.5 Capital Accounts .

     (a) The Partnership shall maintain for each Partner (or a beneficial owner of Partnership Interests held by a nominee in any case in which the nominee has furnished the identity of such owner to the Partnership in accordance with Section 6031(c) of the Code or any other method acceptable to the General Partner in its sole discretion) owning a Partnership Interest a separate Capital Account with respect to such Partnership Interest in accordance with the rules of Treasury Regulation Section 1.704-1(b)(2)(iv). The initial Capital Account balance in respect of each Subordinated Class B Unit shall be the Issue Price for such Subordinated Class B Unit, and the initial Capital Account balance of each holder of Subordinated Class B Units in respect of all Subordinated Class B Units held shall be the product of such initial balance for a Subordinated Class B Unit multiplied by the number of Subordinated Class B Units held thereby. Such Capital Account shall be increased by (i) the amount of all Capital Contributions made to the Partnership with respect to such Partnership Interest pursuant to this Agreement and (ii) all items of Partnership income and gain (including, without limitation, income and gain exempt from tax) computed in accordance with Section 5.5(b) and allocated with respect to such Partnership Interest pursuant to Section 6.1, and decreased by (x) the amount of cash or Net Agreed Value of all actual and deemed distributions of cash or property made with respect to such Partnership Interest pursuant to this Agreement and (y) all items of Partnership deduction and loss computed in accordance with Section 5.5(b) and allocated with respect to such Partnership Interest pursuant to Section 6.1.

     (b) For purposes of computing the amount of any item of income, gain, loss or deduction which is to be allocated pursuant to Article VI and is to be reflected in the Partners’ Capital Accounts, the determination, recognition and classification of any such item shall be the same as its determination, recognition and classification for federal income tax purposes (including, without limitation, any method of depreciation, cost recovery or amortization used for that purpose), provided, that:

     (i) Solely for purposes of this Section 5.5, the Partnership shall be treated as owning directly its proportionate share (as determined by the General Partner based upon the provisions of the Operating Partnership Agreement) of all property owned by the Operating Partnership or any other Subsidiary that is classified as a partnership for federal income tax purposes.

     (ii) All fees and other expenses incurred by the Partnership to promote the sale of (or to sell) a Partnership Interest that can neither be deducted nor amortized under Section 709 of the Code, if any, shall, for purposes of Capital Account maintenance, be treated as an item of deduction at the time such fees and other expenses are incurred and shall be allocated among the Partners pursuant to Section 6.1.

     (iii) Except as otherwise provided in Treasury Regulation Section 1.704-1(b)(2)(iv)(m), the computation of all items of income, gain, loss and deduction shall be made without regard to any election under Section 754 of the Code which may be made by the Partnership and, as to those items described in Section 705(a)(1)(B) or 705(a)(2)(B) of the Code, without regard to the fact that such items are not includable in gross income or are neither currently deductible nor capitalized for federal income tax purposes. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment in the Capital Accounts shall be treated as an item of gain or loss.

     (iv) Any income, gain or loss attributable to the taxable disposition of any Partnership property shall be determined as if the adjusted basis of such property as of such date of disposition were equal in amount to the Partnership’s Carrying Value with respect to such property as of such date.

     (v) In accordance with the requirements of Section 704(b) of the Code, any deductions for depreciation, cost recovery or amortization attributable to any Contributed Property shall be determined as if the adjusted basis of such property on the date it was acquired by the Partnership were equal to the Agreed Value of such property. Upon an adjustment pursuant to Section 5.5(d) to the Carrying Value of any Partnership property subject to depreciation, cost recovery or amortization, any further deductions for such depreciation, cost recovery or amortization attributable to such property shall be determined (A) as if the adjusted basis of such property were equal to the Carrying Value of such property immediately following such adjustment and (B) using a rate of depreciation, cost recovery or amortization derived from the same method and useful life (or, if applicable, the remaining useful life) as is applied for federal income tax purposes; provided, however, that, if the asset has a zero adjusted basis for federal income tax purposes, depreciation, cost recovery or amortization deductions shall be determined using any reasonable method that the General Partner may adopt.

     (vi) If the Partnership’s adjusted basis in a depreciable or cost recovery property is reduced for federal income tax purposes pursuant to Section 48(q)(1) or 48(q)(3) of the Code, the amount of such reduction shall, solely for purposes hereof, be deemed to be an additional depreciation or cost recovery deduction in the year such property is placed in service and shall be allocated among the Partners pursuant to Section 6.1. Any restoration of such basis pursuant to Section 48(q)(2) of the Code shall, to the extent possible, be allocated in the same manner to the Partners to whom such deemed deduction was allocated.

     (c) (i) A transferee of a Partnership Interest shall succeed to a pro rata portion of the Capital Account of the transferor relating to the Partnership Interest so transferred.

     (ii) Immediately prior to the transfer of a Subordinated Unit or a Subordinated Class B Unit or of a Subordinated Unit or Subordinated Class B Unit that has converted into a Common Unit pursuant to Section 5.8 or 5.9 by a holder thereof (other than a transfer to an Affiliate unless the General Partner elects to have this subparagraph 5.5(c)(ii) apply), the Capital Account maintained for such Person with respect to its Subordinated Units, Subordinated Class B Units, converted Subordinated Units or converted Subordinated Class B Units will (A) first, be allocated to such Units to be transferred in an amount equal to the product of (x) the number of such Units to be transferred and (y) the Per Unit Capital Amount for a Common Unit, and (B) second, any remaining balance in such Capital Account will be retained by the transferor, regardless of whether it has retained any Subordinated Units, Subordinated Class B Units, converted Subordinated Units or converted Subordinated Class B Units. Following any such allocation, the transferor’s Capital Account, if any, maintained with respect to the retained Subordinated Units, Subordinated Class B Units, converted Subordinated Units or converted Subordinated Class B Units, if any, will have a balance equal to the amount allocated under clause (B) hereinabove, and the transferee’s Capital Account established with respect to the transferred Subordinated Units, Subordinated Class B Units, converted Subordinated Units or converted Subordinated Class B Units will have a balance equal to the amount allocated under clause (A) hereinabove.

     (d) (i) In accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f), on an issuance of additional Partnership Interests for cash or Contributed Property, the issuance of Partnership Interests as consideration for the provision of services or the conversion of the General Partner’s Combined Interest to Common Units pursuant to Section 11.3(b), the Capital Accounts of all Partners (other than with respect to the Subordinated Class B Units prior to their conversion into Common Units pursuant to Section 6.8(b) and the Carrying Value of each Partnership property immediately prior to such issuance shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property, as if such Unrealized Gain or Unrealized Loss had been recognized on an actual sale of each such property for an amount equal to its fair market value immediately prior to such issuance and had been allocated to the Partners at such time pursuant to Section 6.1(c) in the same manner as any item of gain or loss actually recognized following an event giving rise to the dissolution of the Partnership would have been allocated. In determining such Unrealized Gain or Unrealized Loss, the aggregate cash amount and fair market value of all Partnership assets (including cash or cash equivalents) immediately prior to the issuance of additional Partnership Interests shall be determined by the General Partner using such method of valuation as it may adopt; provided, however, that the General Partner, in arriving at such valuation, must take fully into account the fair market value of the Partnership Interests of all Partners at such time. The General Partner shall allocate such aggregate value among the assets of the Partnership (in such manner as it determines) to arrive at a fair market value for individual properties.

     (ii) In accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f), immediately prior to any actual or deemed distribution to a Partner of any Partnership property (other than a distribution of cash that is not in redemption or retirement of a

Partnership Interest), the Capital Accounts of all Partners (other than with respect to the Subordinated Class B Units prior to their conversion into Common Units pursuant to Section 6.8(b) and the Carrying Value of all Partnership property shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property, as if such Unrealized Gain or Unrealized Loss had been recognized on an actual sale of each such property immediately prior to such distribution for an amount equal to its fair market value, and had been allocated to the Partners, at such time, pursuant to Section 6.1(c) in the same manner as any item of gain or loss actually recognized following an event giving rise to the dissolution of the Partnership would have been allocated. In determining such Unrealized Gain or Unrealized Loss the aggregate cash amount and fair market value of all Partnership assets (including cash or cash equivalents) immediately prior to a distribution shall (A) in the case of an actual distribution that is not made pursuant to Section 12.4 or in the case of a deemed distribution, be determined and allocated in the same manner as that provided in Section 5.5(d)(i) or (B) in the case of a liquidating distribution pursuant to Section 12.4, be determined and allocated by the Liquidator using such method of valuation as it may adopt.

     Section 5.6 Issuances of Additional Partnership Securities .

     (a) Subject to Section 5.7, the Partnership may issue additional Partnership Securities and options, rights, warrants and appreciation rights relating to the Partnership Securities for any Partnership purpose at any time and from time to time to such Persons for such consideration and on such terms and conditions as shall be established by the General Partner in its sole discretion, all without the approval of any Limited Partners.

     (b) Each additional Partnership Security authorized to be issued by the Partnership pursuant to Section 5.6(a) may be issued in one or more classes, or one or more series of any such classes, with such designations, preferences, rights, powers and duties (which may be senior to existing classes and series of Partnership Securities), as shall be fixed by the General Partner in the exercise of its sole discretion, including (i) the right to share Partnership profits and losses or items thereof; (ii) the right to share in Partnership distributions; (iii) rights upon dissolution and liquidation of the Partnership; (iv) whether, and the terms and conditions upon which, the Partnership may redeem the Partnership Security; (v) whether such Partnership Security is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Partnership Security will be issued, evidenced by certificates and assigned or transferred; and (vii) the right, if any, of each such Partnership Security to vote on Partnership matters, including matters relating to the relative rights, preferences and privileges of such Partnership Security.

     (c) The General Partner is hereby authorized and directed to take all actions that it deems necessary or appropriate in connection with (i) each issuance of Partnership Securities and options, rights, warrants and appreciation rights relating to Partnership Securities pursuant to this Section 5.6, (ii) the conversion of the General Partner Interest or any Incentive Distribution Rights into Units pursuant to the terms of this Agreement, (iii) the admission of Additional Limited Partners and (iv) all additional issuances of Partnership Securities. The General Partner is further authorized and directed to specify the relative rights, powers and duties of the holders

of the Units or other Partnership Securities being so issued. The General Partner shall do all things necessary to comply with the Delaware Act and is authorized and directed to do all things it deems to be necessary or advisable in connection with any future issuance of Partnership Securities or in connection with the conversion of the General Partner Interest or any Incentive Distribution Rights into Units pursuant to the terms of this Agreement, including compliance with any statute, rule, regulation or guideline of any federal, state or other governmental agency or any National Securities Exchange on which the Units or other Partnership Securities are listed for trading.

     Section 5.7 Limitations on Issuance of Additional Partnership Securities . Except as otherwise specified in this Section 5.7, the issuance of Partnership Securities pursuant to Section 5.6 shall be subject to the following restrictions and limitations:

     (a) During the Subordination Period, the Partnership shall not issue (and shall not issue any options, rights, warrants or appreciation rights relating to) an aggregate of more than 1,500,000 (plus an amount, if any, equal to one half of the number of Units issued pursuant to the Over-Allotment Option, if and to the extent exercised) additional Parity Units without the prior approval of the holders of a Unit Majority. In applying this limitation, there shall be excluded Common Units and other Parity Units issued (A) in connection with the Underwriting Agreement, (B) in accordance with Sections 5.7(b) and 5.7(c), (C) upon conversion of Subordinated Units pursuant to Section 5.8, (D) upon conversion of the General Partner Interest or any Incentive Distribution Rights pursuant to Section 11.3(b), (D) pursuant to the employee benefit plans of the General Partner, the Partnership or any other Group Member, (E) upon a conversion or exchange of Parity Units issued after the date hereof into Common Units or other Parity Units; provided that the total amount of Available Cash required to pay the aggregate Minimum Quarterly Distribution on all Common Units and all Parity Units does not increase as a result of this conversion or exchange and (F) in the event of a combination or subdivision of Common Units.

     (b) During the Subordination Period, the Partnership may also issue an unlimited number of Parity Units without the prior approval of the Unitholders, if such issuance occurs (i) in connection with an Acquisition or a Capital Improvement or (ii) within 365 days of, and the net proceeds from such issuance are used to repay debt incurred in connection with, an Acquisition or a Capital Improvement, in each case where such Acquisition or Capital Improvement involves assets that, if acquired by the Partnership as of the date that is one year prior to the first day of the Quarter in which such Acquisition is to be consummated or such Capital Improvement is to be completed, would have resulted, on a pro forma basis, in an increase in:

     (A) the amount of Adjusted Operating Surplus generated by the Partnership on a per-Unit basis (for all Outstanding Units) with respect to each of the four most recently completed Quarters (on a pro forma basis as described below) as compared to

     (B) the actual amount of Adjusted Operating Surplus generated by the Partnership on a per-Unit basis (for all Outstanding Units) (excluding Adjusted

Operating Surplus attributable to the Acquisition or Capital Improvement) with respect to each of such four most recently completed Quarters.

The General Partner’s good faith determination that such an increase would have resulted shall be conclusive. If the issuance of Parity Units with respect to an Acquisition or Capital Improvement occurs within the first four full Quarters after the Closing Date, then Adjusted Operating Surplus as used in clauses (A) (subject to the succeeding sentence) and (B) above shall be calculated (i) for each Quarter, if any, that commenced after the Closing Date for which actual results of operations are available, based on the actual Adjusted Operating Surplus of the Partnership generated with respect to such Quarter, and (ii) for each other Quarter, on a pro forma basis consistent with the procedures, as applicable, set forth in Appendix D to the Registration Statement. Furthermore, the amount in clause (A) shall be determined on a pro forma basis assuming that (1) all of the Parity Units to be issued in connection with or within 365 days of such Acquisition or Capital Improvement had been issued and outstanding, (2) all indebtedness for borrowed money to be incurred or assumed in connection with such Acquisition or Capital Improvement (other than any such indebtedness that is to be repaid with the proceeds of such issuance of Parity Units) had been incurred or assumed, in each case as of the commencement of such four-Quarter period, (3) the personnel expenses that would have been incurred by the Partnership in the operation of the acquired assets are the personnel expenses for employees to be retained by the Partnership in the operation of the acquired assets, and (4) the non-personnel costs and expenses are computed on the same basis as those incurred by the Partnership in the operation of the Partnership’s business at similarly situated Partnership facilities. For the purposes of this Section 5.7(b), the term “debt” shall be deemed to include indebtedness used to extend, refinance, renew, replace or defease any debt-originally incurred in connection with an Acquisition or Capital Improvement.

     (c) During the Subordination Period, without the prior approval of the holders of a Unit Majority, the Partnership shall not issue any additional Partnership Securities (or options, rights, warrants or appreciation rights related thereto) (i) that are entitled in any Quarter to receive in respect of the Subordination Period any distribution of Available Cash from Operating Surplus before the Common Units and any Parity Units have received (or amounts have been set aside for payment of) the Minimum Quarterly Distribution and any Cumulative Common Unit Arrearage for such Quarter or (ii) that are entitled to allocations in respect of the Subordination Period of Net Termination Gain before the Common Units and any Parity Units have been allocated Net Termination Gain pursuant to Section 6.1(c)(i)(B).

     (d) During the Subordination Period, without the prior approval of the Unitholders, the Partnership may issue additional Partnership Securities (or options, rights, warrants or appreciation rights related thereto) (i) that are not entitled in any Quarter during the Subordination Period to receive any distributions of Available Cash from Operating Surplus until after the Common Units and any Parity Units have received (or amounts have been set aside for payment of) the Minimum Quarterly Distribution and any Cumulative Common Unit Arrearage for such Quarter and (ii) that are not entitled to allocations in respect of the Subordination Period of Net Termination Gain before the Common Units and Parity Units have been allocated Net Termination Gain pursuant to Section 6.1(c)(i)(B), even if (A) the amount of Available Cash from Operating Surplus to which each such Partnership Security is entitled to receive after the Minimum Quarterly Distribution and any Cumulative Common Unit Arrearage have been paid

or set aside for payment on the Common Units exceeds the Minimum Quarterly Distribution, (B) the amount of Net Termination Gain to be allocated to such Partnership Security after Net Termination Gain has been allocated to any Common Units and Parity Units pursuant to Section 6.1(c)(i)(B) exceeds the amount of such Net Termination Gain to be allocated to each Common Unit or Parity Unit or (C) the holders of such additional Partnership Securities have the right to require the Partnership or its Affiliates to repurchase such Partnership Securities at a discount, par or a premium.

     (e) During the Subordination Period, the Partnership may also issue an unlimited number of Parity Units without the approval of the Unitholders, if the proceeds from such issuance are used exclusively to repay up to $15,000,000 of indebtedness of a Group Member where the aggregate amount of distributions that would have been paid with respect to such newly issued Units or Partnership Securities, plus the related distributions on the General Partner Interest in respect of the four-Quarter period ending prior to the first day of the Quarter in which the issuance is to be consummated (assuming such additional Units or Partnership Securities had been Outstanding throughout such period and that distributions equal to the distributions that were actually paid on the Outstanding Units during the period were paid on such additional Units or Partnership Securities) did not exceed the interest costs actually incurred during such period on the indebtedness that is to be repaid (or, if such indebtedness was not outstanding throughout the entire period, would have been incurred had such indebtedness been outstanding for the entire period). In the event that the Partnership is required to pay a prepayment penalty in connection with the repayment of such indebtedness, for purposes of the foregoing test the number of Parity Units issued to repay such indebtedness shall be deemed increased by the number of Parity Units that would need to be issued to pay such penalty.

     (f) No fractional Units shall be issued by the Partnership.

     Section 5.8 Conversion of Subordinated Units . A total of 850,672 of the Outstanding Subordinated Units will convert into Common Units on a one-for-one basis immediately after the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after September 30, 2005 in respect of which:

     (i) distributions under Section 6.4 in respect of all Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such periods;

     (ii) the Adjusted Operating Surplus generated during each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Common Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such periods on a Fully Diluted Basis, plus the related distribution on the General Partner Interest in the Partnership, during such periods; and

     (iii) the Cumulative Common Unit Arrearage on all of the Common Units is zero.

     (b) An additional 850,672 of the Outstanding Subordinated Units will convert into Common Units on a one-for-one basis immediately after the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after September 30, 2006, in respect of which:

     (i) distributions under Section 6.4 in respect of all Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such periods;

     (ii) the Adjusted Operating Surplus generated during each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Common Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such periods on a Fully Diluted Basis, plus the related distribution on the General Partner Interest during such periods; and

     (iii) the Cumulative Common Unit Arrearage on all of the Common Units is zero;

provided, however, that the conversion of Subordinated Units pursuant to this Section 5.8(b) may not occur until at least one year following the conversion of Subordinated Units pursuant to Section 5.8(a).

     (c) An additional 850,672 of the Outstanding Subordinated Units will convert into Common Units on a one-for-one basis immediately after the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after September 30, 2007, in respect of which:

     (i) distributions under Section 6.4 in respect of all Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such periods;

     (ii) the Adjusted Operating Surplus generated during each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Common Units, Subordinated Units and any other Units that are senior or equal in right

of distribution to the Subordinated Units that were Outstanding during such periods on a Fully Diluted Basis, plus the related distribution on the General Partner Interest during such periods; and

     (iii) the Cumulative Common Unit Arrearage on all of the Common Units is zero;

provided, however, that the conversion of Subordinated Units pursuant to this Section 5.8(c) may not occur until at least one year following the conversion of Subordinated Units pursuant to Section 5.8(b).

     (d) An additional 850,672 of the Outstanding Subordinated Units will convert into Common Units on a one-for-one basis immediately after the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after September 30, 2008, in respect of which:

     (i) distributions under Section 6.4 in respect of all Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such periods;

     (ii) the Adjusted Operating Surplus generated during each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the Common Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such periods on a Fully Diluted Basis, plus the related distribution on the General Partner Interest during such periods; and

     (iii) the Cumulative Common Unit Arrearage on all of the Common Units is zero;

provided, however, that the conversion of Subordinated Units pursuant to this Section 5.8(d) may not occur until at least one year following the conversion of Subordinated Units pursuant to Section 5.8(c).

     (e) An additional 850,672 of the Outstanding Subordinated Units will convert into Common Units on a one-for-one basis immediately after the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after September 30, 2005, in respect of which:

     (i) distributions under Section 6.4 in respect of all Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to each of the two consecutive, non-overlapping four-Quarter periods immediately preceding such date

equaled or exceeded the sum of the Second Target Distribution on all of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such periods;

     (ii) the Adjusted Operating Surplus generated during each of the two consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Second Target Distribution on all of the Common Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such periods on a Fully Diluted Basis, plus the related distribution on the General Partner Interest during such periods; and

     (iii) the Cumulative Common Unit Arrearage on all of the Common Units is zero;

     (f) An additional 850,672 of the Outstanding Subordinated Units will convert into Common Units on a one-for-one basis immediately after the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter ending on or after September 30, 2005, in respect of which:

     (i) distributions under Section 6.4 in respect of all Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units with respect to each of the two consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Third Target Distribution on all of the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units during such periods;

     (ii) the Adjusted Operating Surplus generated during each of the two consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Third Target Distribution on all of the Common Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units that were Outstanding during such periods on a Fully Diluted Basis, plus the related distribution on the General Partner Interest during such periods; and

     (iii) the Cumulative Common Unit Arrearage on all of the Common Units is zero.

     (g) In the event that less than all of the Outstanding Subordinated Units shall convert into Common Units pursuant to Section 5.8(a) - (f) at a time when there shall be more than one holder of Subordinated Units, then, unless all of the holders of Subordinated Units shall agree to a different allocation, the Subordinated Units that are to be converted into Common Units shall be allocated among the holders of Subordinated Units pro rata based on the number of Subordinated Units held by each such holder.

     (h) Any Subordinated Units that are not converted into Common Units pursuant to Section 5.8(a) - (f) shall convert into Common Units on a one-for-one basis immediately after the

distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of the final Quarter of the Subordination Period.

     (i) Notwithstanding any other provision of this Agreement, all the then Outstanding Subordinated Units will automatically convert into Common Units on a one-for-one basis as set forth in, and pursuant to the terms of, Section 11.4.

     (j) A Subordinated Unit that has converted into a Common Unit shall be subject to the provisions of Section 6.7(b).

     Section 5.9 Conversion of Subordinated Class B Units . A total of 894,134 Subordinated Class B Units will convert into Common Units on a one-for-one basis on the earlier of (a) November 25, 2011 or (b) the Liquidation Date. The Partnership shall not issue fractional Common Units to any Unitholder holding Subordinated Class B Units. If the conversion of Subordinated Class B Units would result in the issuance of a fractional Common Unit to a Unitholder, then each fractional Common Unit shall be rounded to the nearest whole Common Unit (and a 0.5 Common Unit shall be rounded to the next higher Common Unit). A Subordinated Class B Unit that has converted into a Common Unit shall be subject to the provisions of Section 6.8(c).

     Section 5.10 Limited Preemptive Right . Except as provided in this Section 5.10 and in Section 5.2, no Person shall have any preemptive, preferential or other similar right with respect to the issuance of any Partnership Security, whether unissued, held in the treasury or hereafter created. The General Partner shall have the right, which it may from time to time assign in whole or in part to any of its Affiliates, to purchase Partnership Securities from the Partnership whenever, and on the same terms that, the Partnership issues Partnership Securities to Persons other than the General Partner and its Affiliates, to the extent necessary to maintain the Percentage Interests of the General Partner and its Affiliates equal to that which existed immediately prior to the issuance of such Partnership Securities.

     Section 5.11 Splits and Combinations .

     (a) Subject to Sections 5.11(d), 6.6 and 6.10 (dealing with adjustments of distribution levels), the Partnership may make a Pro Rata distribution of Partnership Securities to all Record Holders or may effect a subdivision or combination of Partnership Securities so long as, after any such event, each Partner shall have the same Percentage Interest in the Partnership as before such event, and any amounts calculated on a per Unit basis (including any Common Unit Arrearage or Cumulative Common Unit Arrearage) or stated as a number of Units (including the number of Subordinated Units that may convert prior to the end of the Subordination Period, the number of Subordinated Class B Units that may convert pursuant to Section 5.9 and the number of additional Parity Units that may be issued pursuant to Section 5.7 without a Unitholder vote) are proportionately adjusted retroactive to the beginning of the Partnership.

     (b) Whenever such a distribution, subdivision or combination of Partnership Securities is declared, the General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of

such notice. The General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Securities to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.

     (c) Promptly following any such distribution, subdivision or combination, the Partnership may issue Certificates or uncertificated Partnership Securities to the Record Holders of Partnership Securities as of the applicable Record Date representing the new number of Partnership Securities held by such Record Holders, or the General Partner may adopt such other procedures as it may deem appropriate to reflect such changes.

     (d) The Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would result in the issuance of fractional Units but for the provisions of Section 5.7(e) and this Section 5.11(d), each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).

     Section 5.12 Fully Paid and Non-Assessable Nature of Limited Partner Interests . All Limited Partner Interests issued pursuant to, and in accordance with the requirements of, this Article V shall be fully paid and non-assessable Limited Partner Interests in the Partnership, except as such non-accessibility may be affected by Section 17-607 of the Delaware Act.

ARTICLE VI
ALLOCATIONS AND DISTRIBUTIONS

     Section 6.1 Allocations for Capital Account Purposes . For purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership’s items of income, gain, loss and deduction (computed in accordance with Section 5.5(b)) shall be allocated among the Partners in each taxable year (or portion thereof) as provided herein below.

     ( a) Net Income . After giving effect to the special allocations set forth in Section 6.1(d), Net Income for each taxable year and all items of income, gain, loss and deduction taken into account in computing Net Income for such taxable year shall be allocated as follows:

     (i) First, 100% to the General Partner, in an amount equal to the aggregate Net Losses allocated to the General Partner pursuant to Section 6.1(b)(iii) for all previous taxable years until the aggregate Net Income allocated to the General Partner pursuant to this Section 6.1(a)(i) for the current taxable year and all previous taxable years is equal to the aggregate Net Losses allocated to the General Partner pursuant to Section 6.1(b)(iii) for all previous taxable years;

     (ii) Second, 2% to the General Partner, in an amount equal to the aggregate Net Losses allocated to the General Partner pursuant to Section 6.1(b)(ii) for all previous taxable years and 98% to the Unitholders, in accordance with their respective Percentage Interests, until the aggregate Net Income allocated to such Partners pursuant to this

Section 6.1(a)(ii) for the current taxable year and all previous taxable years is equal to the aggregate Net Losses allocated to such Partners pursuant to Section 6.1(b)(ii) for all previous taxable years; and

     (iii) Third, 2% to the General Partner, and 98% to the Unitholders, Pro Rata.

     ( b) Net Losses . After giving effect to the special allocations set forth in Section 6.1(d), Net Losses for each taxable period and all items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable period shall be allocated as follows:

     (i) First, 2% to the General Partner, and 98% to the Unitholders, Pro Rata, until the aggregate Net Losses allocated pursuant to this Section 6.1(b)(i) for the current taxable year and all previous taxable years is equal to the aggregate Net Income allocated to such Partners pursuant to Section 6.1(a)(iii) for all previous taxable years, provided that the Net Losses shall not be allocated pursuant to this Section 6.1(b)(i) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account);

     (ii) Second, 2% to the General Partner, and 98% to the Unitholders, Pro Rata; provided, that Net Losses shall not be allocated pursuant to this Section 6.1(b)(ii) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable year (or increase any existing deficit balance in its Adjusted Capital Account);

     (iii) Third, the balance, if any, 100% to the General Partner.

     ( c) Net Termination Gains and Losses . After giving effect to the special allocations set forth in Section 6.1(d), all items of income, gain, loss and deduction taken into account in computing Net Termination Gain or Net Termination Loss for such taxable period shall be allocated in the same manner as such Net Termination Gain or Net Termination Loss is allocated hereunder. All allocations under this Section 6.1(c) shall be made after Capital Account balances have been adjusted by all other allocations provided under this Section 6.1 and after all distributions of Available Cash provided under Sections 6.4 and 6.5 have been made; provided, however, that solely for purposes of this Section 6.1(c), Capital Accounts shall not be adjusted for distributions made pursuant to Section 12.4.

     (i) If a Net Termination Gain is recognized (or deemed recognized pursuant to Section 5.5(d)), such Net Termination Gain shall be allocated among the Partners in the following manner (and the Capital Accounts of the Partners shall be increased by the amount so allocated in each of the following subclauses, in the order listed, before an allocation is made pursuant to the next succeeding subclause):

     (A) First, to each Partner having a deficit balance in its Capital Account, in the proportion that such deficit balance bears to the total deficit balances in the Capital Accounts of all Partners, until each such Partner has been

allocated Net Termination Gain equal to any such deficit balance in its Capital Account;

     (B) Second, 98% to all Unitholders holding Common Units and Subordinated Class B Units, Pro Rata, and 2% to the General Partner, until the Capital Account in respect of each Common Unit then Outstanding is equal to the sum of (1) its Unrecovered Capital plus (2) the Minimum Quarterly Distribution for the Quarter during which the Liquidation Date occurs, reduced by any distribution pursuant to Section 6.4(a)(i) or (b)(i) with respect to such Common Unit for such Quarter (the amount determined pursuant to this clause (2) is hereinafter defined as the “Unpaid MQD”) plus (3) any then existing Cumulative Common Unit Arrearage;

     (C) Third, if such Net Termination Gain is recognized (or is deemed to be recognized) prior to the expiration of the Subordination Period, 98% to all Unitholders holding Subordinated Units, Pro Rata, and 2% to the General Partner, until the Capital Account in respect of each Subordinated Unit then Outstanding equals the sum of (1) its Unrecovered Capital, determined for the taxable year (or portion thereof) to which this allocation of gain relates, plus (2) the Minimum Quarterly Distribution for the Quarter during which the Liquidation Date occurs, reduced by any distribution pursuant to Section 6.4(a)(iii) with respect to such Subordinated Unit for such Quarter;

     (D) Fourth, 98% to all Unitholders, including Subordinated Class B Units, Pro Rata, and 2% to the General Partner, until the Capital Account in respect of each Common Unit then Outstanding is equal to the sum of (1) its Unrecovered Capital, plus (2) the Unpaid MQD, plus (3) any then existing Cumulative Common Unit Arrearage, plus (4) the excess of (aa) the First Target Distribution less the Minimum Quarterly Distribution for each Quarter of the Partnership’s existence over (bb) the cumulative per Unit amount of any distributions of Available Cash that is deemed to be Operating Surplus made pursuant to Sections 6.4(a)(iv) and 6.4(b)(ii) (the sum of (1) plus (2) plus (3) plus (4) is hereinafter defined as the “First Liquidation Target Amount”);

     (E) Fifth, 85% to all Unitholders, including Subordinated Class B Units, Pro Rata, 13% to the holders of the Incentive Distribution Rights, Pro Rata, and 2% to the General Partner, until the Capital Account in respect of each Common Unit then Outstanding is equal to the sum of (1) the First Liquidation Target Amount, plus (2) the excess of (aa) the Second Target Distribution less the First Target Distribution for each Quarter of the Partnership’s existence over (bb) the cumulative per Unit amount of any distributions of Available Cash that is deemed to be Operating Surplus made pursuant to Sections 6.4(a)(v) and 6.4(b)(iii) (the sum of (1) plus (2) is hereinafter defined as the “Second Liquidation Target Amount”);

     (F) Sixth, 75% to all Unitholders, including Subordinated Class B Units, Pro Rata, 23% to the holders of the Incentive Distribution Rights, Pro Rata,

and 2% to the General Partner, until the Capital Account in respect of each Common Unit then Outstanding is equal to the sum of (1) the Second Liquidation Target Amount, plus (2) the excess of (aa) the Third Target Distribution less the Second Target Distribution for each Quarter of the Partnership’s existence over (bb) the cumulative per Unit amount of any distributions of Available Cash that is deemed to be Operating Surplus made pursuant to Sections 6.4(a)(vi) and 6.4(b)(iv); and

     (G) Finally, any remaining amount 50% to all Unitholders, including Subordinated Class B Units, Pro Rata, 48% to the holders of the Incentive Distribution Rights, Pro Rata, and 2% to the General Partner.

     (ii) If a Net Termination Loss is recognized (or deemed recognized pursuant to Section 5.5(d)), such Net Termination Loss shall be allocated among the Partners in the following manner:

     (A) First, if such Net Termination Loss is recognized (or is deemed to be recognized) prior to the conversion of the last Outstanding Subordinated Unit, 98% to the Unitholders holding Subordinated Units, Pro Rata, and 2% to the General Partner, until the Capital Account in respect of each Subordinated Unit then Outstanding has been reduced to zero;

     (B) Second, 98% to all Unitholders holding Common Units and Subordinated Class B Units, Pro Rata, and 2% to the General Partner, until the Capital Account in respect of each Common Unit then Outstanding has been reduced to zero; and

     (C) Third, the balance, if any, 100% to the General Partner.

     (iii) If, immediately prior to the allocation of any Net Termination Gain or Net Termination Loss pursuant to Section 6.1(c)(i) and (ii), the cumulative amount of Capital Contributions by the General Partner to the Partnership described in Section 5.2(c) exceeds the cumulative amount of items allocated to the General Partner pursuant to Section 6.1(d)(xiii), items of loss and deduction shall be allocated to the General Partner, immediately prior to any allocation pursuant to Section 6.1(c)(i) and (ii), in an amount equal to such excess. In the event the amount of Partnership losses and deductions available to make the allocation described in the previous sentence is less than the amount required to satisfy such allocation, Net Termination Gain that would otherwise be allocated to the General Partner pursuant to Sections 6.1(c)(i)(B), (D), (E), (F) or (G), in an amount equal to such shortfall, shall be allocated to the Unitholders holding Common Units instead.

     ( d) Special Allocations . Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made for such taxable period:

     ( i) Partnership Minimum Gain Chargeback . Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of

Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Sections 6.1(d)(vi) and 6.1(d)(vii)). This Section 6.1(d)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.

     ( ii) Chargeback of Partner Nonrecourse Debt Minimum Gain . Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Sections 6.1(d)(vi) and 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

     ( iii) Priority Allocations .

     (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) to any Unitholder with respect to its Units for a taxable year is greater (on a per Unit basis) than the amount of cash or the Net Agreed Value of property distributed to the other Unitholders (other than the class of Unitholders holding Subordinated Class B Units, but only in cases where allocations have not previously been made under Section 6.1(d)(x)(B)) with respect to their Units (on a per Unit basis), then (1) each Unitholder receiving such greater cash or property distribution shall be allocated gross income in an amount equal to the product of (aa) the amount by which the distribution (on a per Unit basis) to such Unitholder exceeds the distribution (on a per Unit basis) to the Unitholders (other than the class of Unitholders holding Subordinated Class B Units, but only in cases where allocations have not previously been made under Section 6.1(d)(x)(B)) receiving the smallest distribution and (bb) the number of Units owned by the Unitholder receiving the greater distribution; and (2) the General Partner shall be allocated gross income in an aggregate amount equal to 2/98ths of the sum of the amounts allocated in clause (1) above.

     (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated 100% to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this paragraph 6.1(d)(iii)(B) for the current taxable year and all previous taxable years is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable year.

     ( iv) Qualified Income Offset . In the event any Partner unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations promulgated under Section 704(b) of the Code, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible unless such deficit balance is otherwise eliminated pursuant to Section 6.1(d)(i) or (ii).

     ( v) Gross Income Allocations . In the event any Partner has a deficit balance in its Capital Account at the end of any Partnership taxable period in excess of the sum of (A) the amount such Partner is required to restore pursuant to the provisions of this Agreement and (B) the amount such Partner is deemed obligated to restore pursuant to Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5), such Partner shall be specially allocated items of Partnership gross income and gain in the amount of such excess as quickly as possible; provided, that an allocation pursuant to this Section 6.1(d)(v) shall be made only if and to the extent that such Partner would have a deficit balance in its Capital Account as adjusted after all other allocations provided for in this Section 6.1 have been tentatively made as if this Section 6.1(d)(v) were not in this Agreement.

     ( vi) Nonrecourse Deductions . Nonrecourse Deductions for any taxable period shall be allocated to the Partners in accordance with their respective Percentage Interests. If the General Partner determines in its good faith discretion that the Partnership’s Nonrecourse Deductions must be allocated in a different ratio to satisfy the safe harbor requirements of the Treasury Regulations promulgated under Section 704(b) of the Code, the General Partner is authorized, upon notice to the other Partners, to revise the prescribed ratio to the numerically closest ratio that does satisfy such requirements.

     ( vii) Partner Nonrecourse Deductions . Partner Nonrecourse Deductions for any taxable period shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704-2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, such Partner Nonrecourse Deductions attributable thereto shall be

allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss.

     ( viii) Nonrecourse Liabilities . For purposes of Treasury Regulation Section 1.752-3(a)(3), the Partners agree that Nonrecourse Liabilities of the Partnership in excess of the sum of (A) the amount of Partnership Minimum Gain and (B) the total amount of Nonrecourse Built-in Gain shall be allocated among the Partners in accordance with their respective Percentage Interests.

     ( ix) Code Section 754 Adjustments . To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or 743(c) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Treasury Regulations.

     ( x) Economic Uniformity .

     (A) At the election of the General Partner with respect to any taxable period ending upon, or after, the termination of the Subordination Period, all or a portion of the remaining items of Partnership gross income or gain for such taxable period, after taking into account allocations pursuant to Section 6.1(d)(iii), shall be allocated 100% to each Partner holding Subordinated Units that are Outstanding as of the termination of the Subordination Period (“Final Subordinated Units”) in the proportion of the number of Final Subordinated Units held by such Partner to the total number of Final Subordinated Units then Outstanding, until each such Partner has been allocated an amount of gross income or gain which increases the Capital Account maintained with respect to such Final Subordinated Units to an amount equal to the product of (A) the number of Final Subordinated Units held by such Partner and (B) the Per Unit Capital Amount for a Common Unit. The purpose of this allocation is to establish uniformity between the Capital Accounts underlying Final Subordinated Units and the Capital Accounts underlying Common Units held by Persons other than the General Partner and its Affiliates immediately prior to the conversion of such Final Subordinated Units into Common Units. This allocation method for establishing such economic uniformity will only be available to the General Partner if the method for allocating the Capital Account maintained with respect to the Subordinated Units between the transferred and retained Subordinated Units pursuant to Section 5.5(c)(ii) does not otherwise provide such economic uniformity to the Final Subordinated Units.

     (B) Upon conversion of the Subordinated Class B Units pursuant to Section 5.9, a Book-Up Event or Book-Down Event shall be deemed to have occurred, and all or a portion of the remaining items of income, gain, loss and

deduction for such taxable period shall be allocated 100% to Partners holding converted Subordinated Class B Units that are Outstanding as of the time of such conversion in the proportion of the number of converted Subordinated Class B Units held by such Partners, until each such Partner has been allocated the minimum amount to increase or reduce, as the case may be, the Capital Account of each Common Unit received as a result of the conversion of each such converted Subordinated Class B Unit to the Per Unit Capital Amount for all other Outstanding Common Units.

     (C) Immediately prior to making any allocation of Net Termination Gain or Net Termination Loss under Section 6.1(c), but after applying Section 6.1(d)(x)(B), all or a portion of the remaining items of income, gain, loss and deduction, for such taxable period shall be allocated 100% to Partners holding Subordinated Class B Units in the proportion of the number of Subordinated Class B Units held by such Partners, until each such Partner has been allocated the minimum amount necessary to increase or reduce, as the case may be, the Capital Account of each Subordinated Class B Unit to the Per Unit Capital Amount for the Outstanding Common Units.

     ( xi) Curative Allocation .

     (A) Notwithstanding any other provision of this Section 6.1, other than the Required Allocations, the Required Allocations shall be taken into account in making the Agreed Allocations so that, to the extent possible, the net amount of items of income, gain, loss and deduction allocated to each Partner pursuant to the Required Allocations and the Agreed Allocations, together, shall be equal to the net amount of such items that would have been allocated to each such Partner under the Agreed Allocations had the Required Allocations and the related Curative Allocation not otherwise been provided in this Section 6.1. Notwithstanding the preceding sentence, Required Allocations relating to (1) Nonrecourse Deductions shall not be taken into account except to the extent that there has been a decrease in Partnership Minimum Gain and (2) Partner Nonrecourse Deductions shall not be taken into account except to the extent that there has been a decrease in Partner Nonrecourse Debt Minimum Gain. Allocations pursuant to this Section 6.1(d)(xi)(A) shall only be made with respect to Required Allocations to the extent the General Partner reasonably determines that such allocations will otherwise be inconsistent with the economic agreement among the Partners. Further, allocations pursuant to this Section 6.1(d)(xi)(A) shall be deferred with respect to allocations pursuant to clauses (1) and (2) hereof to the extent the General Partner reasonably determines that such allocations are likely to be offset by subsequent Required Allocations.

     (B) The General Partner shall have reasonable discretion, with respect to each taxable period, to (1) apply the provisions of Section 6.1(d)(xi)(A) in whatever order is most likely to minimize the economic distortions that might otherwise result from the Required Allocations, and (2) divide all allocations

pursuant to Section 6.1(d)(xi)(A) among the Partners in a manner that is likely to minimize such economic distortions.

     ( xii) Corrective and Other Allocations . In the event of any allocation of Additional Book Basis Derivative Items or any Book-Down Event or any recognition of a Net Termination Loss, the following rules shall apply:

     (A) Except as provided in Section 6.1(d)(xii)(B), in the case of any allocation of Additional Book Basis Derivative Items (other than an allocation of Unrealized Gain or Unrealized Loss under Section 5.5(d) hereof) with respect to any Partnership property, the General Partner shall allocate such Additional Book Basis Derivative Items (1) to (aa) the holders of Incentive Distribution Rights and (bb) the General Partner in the same manner that the Unrealized Gain or Unrealized Loss attributable to such property is allocated pursuant to Section 5.5(d)(i) or Section 5.5(d)(ii) and (2) to all Unitholders, Pro Rata, to the extent that the Unrealized Gain or Unrealized Loss attributable to such property is allocated to any Unitholders pursuant to Section 5.5(d)(i) or Section 5.5(d)(ii).

     (B) In the case of any allocation of Additional Book Basis Derivative Items (other than an allocation of Unrealized Gain or Unrealized Loss under Section 5.5(d) hereof or an allocation of Net Termination Gain or Net Termination Loss pursuant to Section 6.1(c) hereof) as a result of a sale or other taxable disposition of any Partnership asset that is an Adjusted Property (“Disposed of Adjusted Property”), the General Partner shall allocate (1) additional items of income and gain (aa) away from the holders of Incentive Distribution Rights and the General Partner and (bb) to the Unitholders, or (2) additional items of deduction and loss (aa) away from the Unitholders and (bb) to the holders of Incentive Distribution Rights and the General Partner, to the extent that the Additional Book Basis Derivative Items allocated to the Unitholders exceed their Share of Additional Book Basis Derivative Items with respect to such Disposed of Adjusted Property. For this purpose, the Unitholders shall be treated as being allocated Additional Book Basis Derivative Items to the extent that such Additional Book Basis Derivative Items have reduced the amount of income that would otherwise have been allocated to the Unitholders under this Agreement (e.g., Additional Book Basis Derivative Items taken into account in computing cost of goods sold would reduce the amount of book income otherwise available for allocation among the Partners). Any allocation made pursuant to this Section 6.1(d)(xii)(B) shall be made after all of the other Agreed Allocations have been made as if this Section 6.1(d)(xii) were not in this Agreement and, to the extent necessary, shall require the reallocation of items that have been allocated pursuant to such other Agreed Allocations.

     (C) In the case of any negative adjustments to the Capital Accounts of the Partners resulting from a Book-Down Event or from the recognition of a Net Termination Loss, such negative adjustment (1) shall first be allocated, to the extent of the Aggregate Remaining Net Positive Adjustments, in such a manner, as determined by the General Partner, that to the extent possible the aggregate

Capital Accounts of the Partners will equal the amount that would have been the Capital Account balance of the Partners if no prior Book-Up Events had occurred, and (2) any negative adjustment in excess of the Aggregate Remaining Net Positive Adjustments shall be allocated pursuant to Section 6.1(c) hereof.

     (D) In making the allocations required under this Section 6.1(d)(xii), the General Partner may apply whatever conventions or other methodology it determines will satisfy the purpose of this Section 6.1(d)(xii).

     Section 6.2 Allocations for Tax Purposes .

     (a) Except as otherwise provided herein, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Section 6.1.

     (b) In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, depreciation, amortization and cost recovery deductions shall be allocated for federal income tax purposes among the Partners as follows:

     (i) (A) In the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners in the manner provided under Section 704(c) of the Code that takes into account the variation between the Agreed Value of such property and its adjusted basis at the time of contribution; and (B) any item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1.

     (ii) (A) In the case of an Adjusted Property, such items shall (1) first, be allocated among the Partners in a manner consistent with the principles of Section 704(c) of the Code to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Section 5.5(d)(i) or 5.5(d)(ii), and (2) second, in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 6.2(b)(i)(A); and (B) any item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1.

     (iii) The General Partner shall apply the principles of Treasury Regulation Section 1.704-3(d) to eliminate Book-Tax Disparities.

     (c) For the proper administration of the Partnership and for the preservation of uniformity of the Limited Partner Interests (or any class or classes thereof), the General Partner shall have sole discretion to (i) adopt such conventions as it deems appropriate in determining the amount of depreciation, amortization and cost recovery deductions; (ii) make special allocations for federal income tax purposes of income (including, without limitation, gross income) or deductions; and (iii) amend the provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or

Section 704(c) of the Code or (y) otherwise to preserve or achieve uniformity of the Limited Partner Interests (or any class or classes thereof). The General Partner may adopt such conventions, make such allocations and make such amendments to this Agreement as provided in this Section 6.2(c) only if such conventions, allocations or amendments would not have a material adverse effect on the Partners, the holders of any class or classes of Limited Partner Interests issued and Outstanding or the Partnership, and if such allocations are consistent with the principles of Section 704 of the Code.

     (d) The General Partner in its discretion may determine to depreciate or amortize the portion of an adjustment under Section 743(b) of the Code attributable to unrealized appreciation in any Adjusted Property (to the extent of the unamortized Book-Tax Disparity) using a predetermined rate derived from the depreciation or amortization method and useful life applied to the Partnership’s common basis of such property, despite any inconsistency of such approach with Treasury Regulation Section 1.167(c)-1(a)(6) or any successor regulations thereto. If the General Partner determines that such reporting position cannot reasonably be taken, the General Partner may adopt depreciation and amortization conventions under which all purchasers acquiring Limited Partner Interests in the same month would receive depreciation and amortization deductions, based upon the same applicable rate as if they had purchased a direct interest in the Partnership’s property. If the General Partner chooses not to utilize such aggregate method, the General Partner may use any other reasonable depreciation and amortization conventions to preserve the uniformity of the intrinsic tax characteristics of any Limited Partner Interests that would not have a material adverse effect on the Limited Partners or the Record Holders of any class or classes of Limited Partner Interests.

     (e) Any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 6.2, be characterized as Recapture Income in the same proportions and to the same extent as such Partners (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture Income.

     (f) All items of income, gain, loss, deduction and credit recognized by the Partnership for federal income tax purposes and allocated to the Partners in accordance with the provisions hereof shall be determined without regard to any election under Section 754 of the Code which may be made by the Partnership; provided, however, that such allocations, once made, shall be adjusted as necessary or appropriate to take into account those adjustments permitted or required by Sections 734 and 743 of the Code.

     (g) Each item of Partnership income, gain, loss and deduction shall for federal income tax purposes, be determined on an annual basis and prorated on a monthly basis and shall be allocated to the Partners as of the opening of the Nasdaq National Market on the first Business Day of each month; provided, however, that (i) such items for the period beginning on the Closing Date and ending on the last day of the month in which the Option Closing Date or the expiration of the Over-allotment Option occurs shall be allocated to the Partners as of the opening of the Nasdaq National Market on the first Business Day of the next succeeding month; and provided, further, that gain or loss on a sale or other disposition of any assets of the Partnership or any other extraordinary item of income or loss realized and recognized other than

in the ordinary course of business, as determined by the General Partner in its sole discretion, shall be allocated to the Partners as of the opening of the Nasdaq National Market on the first Business Day of the month in which such gain or loss is recognized for federal income tax purposes. The General Partner may revise, alter or otherwise modify such methods of allocation as it determines necessary or appropriate in its sole discretion, to the extent permitted or required by Section 706 of the Code and the regulations or rulings promulgated thereunder.

     (h) Allocations that would otherwise be made to a Limited Partner under the provisions of this Article VI shall instead be made to the beneficial owner of Limited Partner Interests held by a nominee in any case in which the nominee has furnished the identity of such owner to the Partnership in accordance with Section 6031(c) of the Code or any other method acceptable to the General Partner in its sole discretion.

     Section 6.3 Requirement and Characterization of Distributions; Distributions to Record Holders .

     (a) Within 45 days following the end of each Quarter commencing with the Quarter ending on December 31, 2002, an amount equal to 100% of Available Cash with respect to such Quarter shall, subject to Section 17-607 of the Delaware Act, be distributed in accordance with this Article VI by the Partnership to the Partners as of the Record Date selected by the General Partner in its reasonable discretion. All amounts of Available Cash distributed by the Partnership on any date from any source shall be deemed to be Operating Surplus until the sum of all amounts of Available Cash theretofore distributed by the Partnership to the Partners pursuant to Section 6.4 equals the Operating Surplus from the Closing Date through the close of the immediately preceding Quarter. Any remaining amounts of Available Cash distributed by the Partnership on such date shall, except as otherwise provided in Section 6.5, be deemed to be “Capital Surplus.” All distributions required to be made under this Agreement shall be made subject to Section 17-607 of the Delaware Act.

     (b) Notwithstanding Section 6.3(a), in the event of the dissolution and liquidation of the Partnership, all receipts received during or after the Quarter in which the Liquidation Date occurs, other than from borrowings described in (a)(ii) of the definition of Available Cash, shall be applied and distributed solely in accordance with, and subject to the terms and conditions of, Section 12.4.

     (c) The General Partner shall have the discretion to treat taxes paid by the Partnership on behalf of, or amounts withheld with respect to, all or less than all of the Partners, as a distribution of Available Cash to such Partners.

     (d) Each distribution in respect of a Partnership Interest shall be paid by the Partnership, directly or through the Transfer Agent or through any other Person or agent, only to the Record Holder of such Partnership Interest as of the Record Date set for such distribution. Such payment shall constitute full payment and satisfaction of the Partnership’s liability in respect of such payment, regardless of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise.

     Section 6.4 Distributions of Available Cash from Operating Surplus .

     (a) During the Subordination Period. Available Cash with respect to any Quarter within the Subordination Period that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5 shall, subject to Section 17-607 of the Delaware Act, be distributed as follows, except as otherwise required by Section 5.6(b) in respect of additional Partnership Securities issued pursuant thereto:

     (i) First, 98% to the Unitholders holding Common Units, Pro Rata, and 2% to the General Partner, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter;

     (ii) Second, 98% to the Unitholders holding Common Units, Pro Rata, and 2% to the General Partner, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Cumulative Common Unit Arrearage existing with respect to such Quarter;

     (iii) Third, 98% to the Unitholders holding Subordinated Units, Pro Rata, and 2% to the General Partner, until there has been distributed in respect of each Subordinated Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter;

     (iv) Fourth, 98% to all Unitholders, Pro Rata, and 2% to the General Partner, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter;

     (v) Fifth, 85% to all Unitholders, Pro Rata, 13% to the holders of the Incentive Distribution Rights, Pro Rata, and 2% to the General Partner, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter;

     (vi) Sixth, 75% to all Unitholders, Pro Rata, 23% to the holders of the Incentive Distribution Rights, Pro Rata, and 2% to the General Partner, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and

     (vii) Thereafter, 50% to all Unitholders, Pro Rata, 48% to the holders of the Incentive Distribution Rights, Pro Rata, and 2% to the General Partner;

provided, however , if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(a)(vii).

     (b) After the Subordination Period. Available Cash with respect to any Quarter after the Subordination Period that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5, subject to Section 17-607 of the Delaware Act, shall be distributed as follows, except as otherwise required by Section 5.6(b) in respect of additional Partnership Securities issued pursuant thereto:

     (i) First, 98% to all Unitholders, Pro Rata, and 2% to the General Partner, until there has been distributed in respect of each Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter;

     (ii) Second, 98% to all Unitholders, Pro Rata, and 2% to the General Partner, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter;

     (iii) Third, 85% to all Unitholders, Pro Rata, 13% to the holders of the Incentive Distribution Rights, Pro Rata, and 2% to the General Partner, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter;

     (iv) Fourth, 75% to all Unitholders, Pro Rata, 23% to the holders of the Incentive Distribution Rights, Pro Rata, and 2% to the General Partner, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and

     (v) Thereafter, 50% to all Unitholders, Pro Rata, 48% to the holders of the Incentive Distribution Rights, Pro Rata, and 2% to the General Partner;

provided, however , if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(b)(v).

     Section 6.5 Distributions of Available Cash from Capital Surplus . Available Cash that is deemed to be Capital Surplus pursuant to the provisions of Section 6.3(a) shall, subject to Section 17-607 of the Delaware Act, be distributed, unless the provisions of Section 6.3 require otherwise, 98% to all Unitholders, Pro Rata, and 2% to the General Partner, until a hypothetical holder of an Initial Common Unit has received with respect to such Common Unit, during the period since the Closing Date through such date, distributions of Available Cash that are deemed to be Capital Surplus in an aggregate amount equal to the Initial Unit Price. Available Cash that is deemed to be Capital Surplus shall then be distributed 98% to all Unitholders holding Common Units, Pro Rata, and 2% to the General Partner, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Cumulative Common Unit Arrearage. Thereafter, all Available Cash shall be distributed as if it were Operating Surplus and shall be distributed in accordance with Section 6.4.

     Section 6.6 Adjustment of Minimum Quarterly Distribution and Target Distribution Levels .

     (a) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution, Third Target Distribution, Common Unit Arrearages and Cumulative Common Unit Arrearages shall be proportionately adjusted in the event of any distribution, combination or subdivision (whether effected by a distribution payable in Units or otherwise) of Units or other Partnership Securities in accordance with Section 5.11. In the event of a distribution of Available Cash that is deemed to be from Capital Surplus, the then applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall be adjusted proportionately downward to equal the product obtained by multiplying the otherwise applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, as the case may be, by a fraction of which the numerator is the Unrecovered Capital of the Common Units immediately after giving effect to such distribution and of which the denominator is the Unrecovered Capital of the Common Units immediately prior to giving effect to such distribution.

     (b) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall also be subject to adjustment pursuant to Section 6.10.

     Section 6.7 Special Provisions Relating to the Holders of Subordinated Units .

     (a) Except with respect to the right to vote on or approve matters requiring the vote or approval of a percentage of the holders of Outstanding Common Units and the right to participate in allocations of income, gain, loss and deduction and distributions made with respect to Common Units, the holder of a Subordinated Unit shall have all of the rights and obligations of a Unitholder holding Common Units hereunder; provided, however, that immediately upon the conversion of Subordinated Units into Common Units pursuant to Section 5.8, the Unitholder holding a Subordinated Unit shall possess all of the rights and obligations of a Unitholder holding Common Units hereunder, including the right to vote as a Common Unitholder and the right to participate in allocations of income, gain, loss and deduction and distributions made with respect to Common Units; provided, however, that such converted Subordinated Units shall remain subject to the provisions of Sections 5.5(c)(ii), 6.1(d)(x) and 6.7(b).

     (b) The Unitholder holding a Subordinated Unit which has converted into a Common Unit pursuant to Section 5.8 shall not be issued a Common Unit Certificate pursuant to Section 4.1, and shall not be permitted to transfer its converted Subordinated Units to a Person which is not an Affiliate of the holder until such time as the General Partner determines, based on advice of counsel, that a converted Subordinated Unit should have, as a substantive matter, like intrinsic economic and federal income tax characteristics, in all material respects, to the intrinsic economic and federal income tax characteristics of an Initial Common Unit. In connection with the condition imposed by this Section 6.7(b), the General Partner may take whatever reasonable steps are required to provide economic uniformity to the converted Subordinated Units in preparation for a transfer of such converted Subordinated Units, including the application of Sections 5.5(c)(ii) and 6.1(d)(x); provided, however, that no such steps may be

taken that would have a material adverse effect on the Unitholders holding Common Units represented by Common Unit Certificates.

     Section 6.8 Special Provisions Relating to the Holders of Subordinated Class B Units .

     (a) The Unitholders holding Subordinated Class B Units shall have no right to the distribution of Available Cash pursuant to this Article VI until the conversion of the Subordinated Class B Units into Common Units pursuant to Section 5.9. Except as provided in Sections 6.1(c) and 6.1(d)(x), prior to conversion of Subordinated Class B Units into Common Units pursuant to Section 5.9, a Limited Partner holding a Subordinated Class B Unit shall receive no allocations of income, gain, loss or deduction.

     (b) Except with respect to the right to receive distributions of Available Cash, the right to vote on or approve, as a Common Unitholder, matters requiring the vote or approval of a percentage of the holders of Outstanding Common Units and the right to participate in allocations of income, gain, loss and deduction and distributions made with respect to Common Units, other than as set forth in Sections 6.1(c), the holder of a Subordinated Class B Unit shall have all of the rights and obligations of a Unitholder holding Common Units hereunder; provided, however, that immediately upon the conversion of Subordinated Class B Units into Common Units pursuant to Section 5.9, the Unitholder holding a Subordinated Class B Unit shall possess all of the rights and obligations of a Unitholder holding Common Units hereunder, including the right to receive distributions of Available Cash, the right to vote as a Common Unitholder and the right to participate in allocations of income, gain, loss and deduction and distributions made with respect to Common Units; provided, however, that such converted Subordinated Class B Units shall remain subject to the provisions of Sections 5.5(c)(ii) and 6.1(d)(x).

     (c) A Unitholder holding a Subordinated Class B Unit which has converted into a Common Unit pursuant to Section 5.9 shall not be issued a Common Unit Certificate pursuant to Section 4.1, and shall not be permitted to transfer its converted Subordinated Class B Units to a Person which is not an Affiliate of the holder until such time as the General Partner determines, based on advice of counsel, that a converted Subordinated Class B Unit should have, as a substantive matter, like intrinsic economic and federal income tax characteristics, in all material respects, to the intrinsic economic and federal income tax characteristics of an Initial Common Unit; provided, however, that the comparison of such federal income tax characteristics shall be made by comparing the federal income tax characteristics of an Initial Common Unit and the converted Subordinated Class B Unit in the hands of a purchaser for cash of such converted Subordinated Class B Unit for its fair market value. In connection with the condition imposed by this Section 6.8(c), the General Partner may take whatever reasonable steps are required to provide economic uniformity to the converted Subordinated Class B Units that are transferred, including the application of Sections 5.5(c)(ii) and 6.1(d)(x).

     Section 6.9 Special Provisions Relating to the Holders of Incentive Distribution Rights . Notwithstanding anything to the contrary set forth in this Agreement, the holders of the Incentive Distribution Rights (a) shall (i) possess the rights and obligations provided in this Agreement with respect to a Limited Partner pursuant to Articles III and VII and (ii) have a Capital Account as a Partner pursuant to Section 5.5 and all other provisions related thereto and

(b) shall not (i) be entitled to vote on any matters requiring the approval or vote of the holders of Outstanding Units, (ii) be entitled to any distributions other than as provided in Sections 6.4(a)(v), (vi) and (vii), 6.4(b)(iii), (iv) and (v), and 12.4 or (iii) be allocated items of income, gain, loss or deduction other than as specified in this Article VI.

     Section 6.10 Entity-Level Taxation . If legislation is enacted or the interpretation of existing language is modified by the relevant governmental authority which causes a Group Member to be treated as an association taxable as a corporation or otherwise subjects a Group Member to entity-level taxation for federal, state or local income tax purposes, the then applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall be adjusted to equal the product obtained by multiplying (a) the amount thereof by (b) one minus the sum of (i) the highest marginal federal corporate (or other entity, as applicable) income tax rate of the Group Member for the taxable year of the Group Member in which such Quarter occurs (expressed as a percentage) plus (ii) the effective overall state and local income tax rate (expressed as a percentage) applicable to the Group Member for the calendar year next preceding the calendar year in which such Quarter occurs (after taking into account the benefit of any deduction allowable for federal income tax purposes with respect to the payment of state and local income taxes), but only to the extent of the increase in such rates resulting from such legislation or interpretation. Such effective overall state and local income tax rate shall be determined for the taxable year next preceding the first taxable year during which the Group Member is taxable for federal income tax purposes as an association taxable as a corporation or is otherwise subject to entity-level taxation by determining such rate as if the Group Member had been subject to such state and local taxes during such preceding taxable year.

ARTICLE VII
MANAGEMENT AND OPERATION OF BUSINESS

     Section 7.1 Management .

     (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no Limited Partner or Assignee shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it, in its sole discretion, may deem necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:

     (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into Partnership Securities, and the incurring of any other obligations;

     (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership;

     (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3);

     (iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members), the repayment or guarantee of obligations of the Partnership Group and the making of capital contributions to any member of the Partnership Group;

     (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case);

     (vi) the distribution of Partnership cash;

     (vii) the selection and dismissal of employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;

     (viii) the maintenance of such insurance for the benefit of the Partnership Group and the Partners as it deems necessary or appropriate;

     (ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any other limited or general partnerships, joint ventures, corporations, limited liability companies or other relationships (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4;

     (x) the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation and the incurring of legal expense and the settlement of claims and litigation;

     (xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;

     (xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.8);

     (xiii) unless restricted or prohibited by Section 5.7, the purchase, sale or other acquisition or disposition of Partnership Securities, or the issuance of additional options, rights, warrants and appreciation rights relating to Partnership Securities; and

     (xiv) the undertaking of any action in connection with the Partnership’s participation in the Operating Partnership or any other subsidiary of the Partnership as a member or partner.

     (b) Notwithstanding any other provision of this Agreement, the Operating Partnership Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners and the Assignees and each other Person who may acquire an interest in Partnership Securities hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of the Operating Partnership Agreement, the Underwriting Agreement, the Omnibus Agreement, the Contribution Agreement and the other agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement; (ii) agrees that the General Partner (on its own or through any officer of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners or the Assignees or the other Persons who may acquire an interest in Partnership Securities; and (iii) agrees that the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them, of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV), shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty stated or implied by law or equity.

     Section 7.2 Certificate of Limited Partnership . The General Partner has caused the Certificate of Limited Partnership to be filed with the Secretary of State of the State of Delaware as required by the Delaware Act. The General Partner shall use all reasonable efforts to cause to be filed such other certificates or documents as may be determined by the General Partner in its sole discretion to be reasonable and necessary or appropriate for the formation, continuation, qualification and operation of a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware or any other state in which the Partnership may elect to do business or own property. To the extent that such action is determined by the General Partner in its sole discretion to be reasonable and necessary or appropriate, the General Partner shall file amendments to and restatements of the Certificate of Limited Partnership and do all things to maintain the Partnership as a limited partnership (or a partnership or other entity in which the limited partners have limited liability) under the laws of the State of Delaware or of any other state in which the Partnership may elect to do business or own property. Subject to the terms of Section 3.4(a), the General Partner shall not be required, before or after filing, to deliver

or mail a copy of the Certificate of Limited Partnership, any qualification document or any amendment thereto to any Limited Partner.

     Section 7.3 Restrictions on the General Partner’s Authority .

     (a) The General Partner may not, without written approval of the specific act by holders of all of the Outstanding Limited Partner Interests or by other written instrument executed and delivered by holders of all of the Outstanding Limited Partner Interests subsequent to the date of this Agreement, take any action in contravention of this Agreement, including, except as otherwise provided in this Agreement, (i) committing any act that would make it impossible to carry on the ordinary business of the Partnership; (ii) possessing Partnership property, or assigning any rights in specific Partnership property, for other than a Partnership purpose; (iii) admitting a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring its interest as a general partner of the Partnership.

     (b) Except as provided in Articles XII and XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the Partnership’s assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination) or approve on behalf of the Partnership the sale, exchange or other disposition of all or substantially all of the assets of the Operating Partnership without the approval of holders of a Unit Majority; provided however that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership or the Operating Partnership and shall not apply to any forced sale of any or all of the assets of the Partnership or the Operating Partnership pursuant to the foreclosure of, or other realization upon, any such encumbrance. Without the approval of holders of a Unit Majority, the General Partner shall not, on behalf of the Partnership, (i) consent to any amendment to the Operating Partnership Agreement or (ii) except as expressly permitted by Section 7.9(d), take any action permitted to be taken by a partner of the Operating Partnership, in either case, that would adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to any other class of Partnership Interests) in any material respect, except, in either case, as permitted under Sections 4.6, 11.1 and 11.2 with respect to the election of a successor general partner or managing member of any Group Member.

     Section 7.4 Reimbursement of the General Partner .

     (a) Except as provided in this Section 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member.

     (b) The General Partner shall be reimbursed on a monthly basis, or such other reasonable basis as the General Partner may determine in its sole discretion, for (i) all direct and indirect expenses it incurs or payments it makes on behalf of the Partnership (including salary, bonus, incentive compensation and other amounts paid to any Person including Affiliates of the General Partner to perform services for the Partnership or for the General Partner in the discharge of its duties to the Partnership), and (ii) all other necessary or appropriate expenses allocable to the Partnership or otherwise reasonably incurred by the General Partner in

connection with operating the Partnership’s business (including expenses allocated to the General Partner by its Affiliates). The General Partner shall determine the expenses that are allocable to the Partnership in any reasonable manner determined by the General Partner in its sole discretion. Reimbursements pursuant to this Section 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.7.

     (c) Subject to Section 5.7, the General Partner, in its sole discretion and without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership employee benefit plans, employee programs and employee practices (including plans, programs and practices involving the issuance of Partnership Securities or options to purchase Partnership Securities), or cause the Partnership to issue Partnership Securities in connection with, or pursuant to, any employee benefit plan, employee program or employee practice maintained or sponsored by the General Partner or any of its Affiliates, in each case for the benefit of employees of the General Partner, any Group Member or any Affiliate, or any of them, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Securities that the General Partner or such Affiliates are obligated to provide to any employees pursuant to any such employee benefit plans, employee programs or employee practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Securities purchased by the General Partner or such Affiliates from the Partnership to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.4(b). Any and all obligations of the General Partner under any employee benefit plans, employee programs or employee practices adopted by the General Partner as permitted by this Section 7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Section 11.1 or 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6.

     Section 7.5 Outside Activities .

     (a) After the Closing Date, the General Partner, for so long as it is the General Partner of the Partnership agrees that its sole business will be to act as a general partner or managing member, as the case may be, of the Partnership and any other partnership or limited liability company of which the Partnership or the Operating Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a limited partner in the Partnership).

     (b) Martin Resource Management Corporation has entered into the Omnibus Agreement with the General Partner, and the Partnership, which agreement sets forth certain restrictions on the ability of Martin Resource Management Corporation and its Affiliates to engage in the Business.

     (c) Except as specifically restricted by Section 7.5(a) and the Omnibus Agreement, each Indemnitee (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in

or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty express or implied by law to any Group Member or any Partner or Assignee. Neither any Group Member, any Limited Partner nor any other Person shall have any rights by virtue of this Agreement, the Operating Partnership Agreement, the limited liability company or partnership agreement of any other Group Member or the partnership relationship established hereby or thereby in any business ventures of any Indemnitee.

     (d) Subject to the terms of Section 7.5(a), Section 7.5(b), Section 7.5(c) and the Omnibus Agreement, but otherwise notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Indemnitees (other than the General Partner) in accordance with the provisions of this Section 7.5 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of the General Partner’s fiduciary duty or any other obligation of any type whatsoever of the General Partner for the Indemnitees (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and (iii) except as set forth in the Omnibus Agreement, Martin Resource Management Corporation, the General Partner and the Indemnitees shall have no obligation to present business opportunities to the Partnership.

     (e) The General Partner and any of its Affiliates may acquire Units or other Partnership Securities in addition to those acquired on the Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exercise all rights of the General Partner or Limited Partner, as applicable, relating to such Units or Partnership Securities.

     (f) The term “Affiliates” when used in Section 7.5(a) and Section 7.5(e) with respect to the General Partner shall not include any Group Member or any Subsidiary of the Group Member.

     (g) Anything in this Agreement to the contrary notwithstanding, to the extent that provisions of Sections 7.7, 7.8, 7.9, 7.10 or other Sections of this Agreement purport or are interpreted to have the effect of restricting the fiduciary duties that might otherwise, as a result of Delaware or other applicable law, be owed by the General Partner to the Partnership and its Limited Partners, or to constitute a waiver or consent by the Limited Partners to any such restriction, such provisions shall be inapplicable and have no effect in determining whether the General Partner has complied with its fiduciary duties in connection with determinations made by it under this Section 7.5.

     Section 7.6 Loans from the General Partner; Loans or Contributions from the Partnership; Contracts with Affiliates; Certain Restrictions on the General Partner .

     (a) The General Partner or any of its Affiliates may lend to any Group Member, and any Group Member may borrow from the General Partner or any of its Affiliates, funds needed or desired by the Group Member for such periods of time and in such amounts as the General Partner may determine; provided, however, that in any such case the lending party may not charge the borrowing party interest at a rate greater than the rate that would be charged the borrowing party or impose terms less favorable to the borrowing party than would be charged or

imposed on the borrowing party by unrelated lenders on comparable loans made on an arm’s-length basis (without reference to the lending party’s financial abilities or guarantees). The borrowing party shall reimburse the lending party for any costs (other than any additional interest costs) incurred by the lending party in connection with the borrowing of such funds. For purposes of this Section 7.6(a) and Section 7.6(b), the term “Group Member” shall include any Affiliate of a Group Member that is controlled by the Group Member. No Group Member may lend funds to the General Partner or any of its Affiliates (other than another Group Member).

     (b) The Partnership may lend or contribute to any Group Member, and any Group Member may borrow from the Partnership, funds on terms and conditions established in the sole discretion of the General Partner; provided, however, that the Partnership may not charge the Group Member interest at a rate less than the rate that would be charged to the Group Member (without reference to the General Partner’s financial abilities or guarantees) by unrelated lenders on comparable loans. The foregoing authority shall be exercised by the General Partner in its sole discretion and shall not create any right or benefit in favor of any Group Member or any other Person.

     (c) The General Partner may itself, or may enter into an agreement with any of its Affiliates to, render services to a Group Member or to the General Partner in the discharge of its duties as General Partner of the Partnership. Any services rendered to a Group Member by the General Partner or any of its Affiliates shall be on terms that are fair and reasonable to the Partnership; provided, however, that the requirements of this Section 7.6(c) shall be deemed satisfied as to (i) any transaction approved by Special Approval, (ii) any transaction, the terms of which are no less favorable to the Partnership Group than those generally being provided to or available from unrelated third parties or (iii) any transaction that, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Partnership Group), is equitable to the Partnership Group. The provisions of Section 7.4 shall apply to the rendering of services described in this Section 7.6(c).

     (d) The Partnership Group may transfer assets to joint ventures, other partnerships, corporations, limited liability companies or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions as are consistent with this Agreement and applicable law.

     (e) Neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are fair and reasonable to the Partnership; provided, however, that the requirements of this Section 7.6(e) shall be deemed to be satisfied as to (i) the transactions effected pursuant to Sections 5.2 and 5.3, the Contribution Agreement and any other transactions described in or contemplated by the Registration Statement, (ii) any transaction approved by Special Approval, (iii) any transaction, the terms of which are no less favorable to the Partnership than those generally being provided to or available from unrelated third parties, or (iv) any transaction that, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Partnership), is equitable to the Partnership. With respect to any contribution of assets to the Partnership in exchange for Partnership Securities, the Conflicts Committee, in determining

whether the appropriate number of Partnership Securities are being issued, may take into account, among other things, the fair market value of the assets, the liquidated and contingent liabilities assumed, the tax basis in the assets, the extent to which tax-only allocations to the transferor will protect the existing partners of the Partnership against a low tax basis, and such other factors as the Conflicts Committee deems relevant under the circumstances.

     (f) The General Partner and its Affiliates will have no obligation to permit any Group Member to use any facilities or assets of the General Partner and its Affiliates, except as may be provided in contracts entered into from time to time specifically dealing with such use, nor shall there be any obligation on the part of the General Partner or its Affiliates to enter into such contracts.

     (g) Without limitation of Sections 7.6(a) through 7.6(f), and notwithstanding anything to the contrary in this Agreement, the existence of the conflicts of interest described in the Registration Statement are hereby approved by all Partners.

     Section 7.7 Indemnification .

     (a) To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, all Indemnitees shall be indemnified and held harmless by the Partnership from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee; provided, that in each case the Indemnitee acted in good faith and in a manner that such Indemnitee reasonably believed to be in, or (in the case of a Person other than the General Partner) not opposed to, the best interests of the Partnership and, with respect to any criminal proceeding, had no reasonable cause to believe its conduct was unlawful; provided, further, no indemnification pursuant to this Section 7.7 shall be available to the General Partner with respect to its obligations incurred pursuant to the Underwriting Agreement, the Omnibus Agreement or the Contribution Agreement (other than obligations incurred by the General Partner on behalf of the Partnership). The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that the Indemnitee acted in a manner contrary to that specified above. Any indemnification pursuant to this Section 7.7 shall be made only out of the assets of the Partnership, it being agreed that the General Partner shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Partnership to enable it to effectuate such indemnification.

     (b) To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7.7(a) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Partnership prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Partnership of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 7.7.

     (c) The indemnification provided by this Section 7.7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to any vote of the holders of Outstanding Limited Partner Interests, as a matter of law or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity (including any capacity under the Underwriting Agreement), and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

     (d) The Partnership may purchase and maintain (or reimburse the General Partner or its Affiliates for the cost of) insurance, on behalf of the General Partner, its Affiliates and such other Persons as the General Partner shall determine, against any liability that may be asserted against or expense that may be incurred by such Person in connection with the Partnership’s activities or such Person’s activities on behalf of the Partnership, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement.

     (e) For purposes of this Section 7.7, the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Partnership also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7.7(a); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is in, or not opposed to, the best interests of the Partnership.

     (f) In no event may an Indemnitee subject the Limited Partners to personal liability by reason of the indemnification provisions set forth in this Agreement.

     (g) An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

     (h) The provisions of this Section 7.7 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons.

     (i) No amendment, modification or repeal of this Section 7.7 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Partnership, nor the obligations of the Partnership to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7.7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

     Section 7.8 Liability of Indemnitees .

     (a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Partnership, the Limited Partners, the Assignees or any other Persons who have acquired interests in the Partnership Securities, for losses sustained or liabilities incurred as a result of any act or omission if such Indemnitee acted in good faith.

     (b) Subject to its obligations and duties as General Partner set forth in Section 7.1(a), the General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the General Partner in good faith.

     (c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to the Partners, the General Partner and any other Indemnitee acting in connection with the Partnership’s business or affairs shall not be liable to the Partnership or to any Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or otherwise modify the duties and liabilities of an Indemnitee otherwise existing at law or in equity, are agreed by the Partners to replace such other duties and liabilities of such Indemnitee.

     (d) Any amendment, modification or repeal of this Section 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability to the Partnership, the Limited Partners, the General Partner, and the Partnership’s and General Partner’s directors, officers and employees under this Section 7.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

     Section 7.9 Resolution of Conflicts of Interest .

     (a) Unless otherwise expressly provided in this Agreement, the Operating Partnership Agreement or the limited liability company agreement or partnership agreement of any other Group Member, whenever a potential conflict of interest exists or arises between the General Partner or any of its Affiliates, on the one hand, and the Partnership, the Operating Partnership, any other Group Member, any Partner or any Assignee, on the other, any resolution or course of action by the General Partner or its Affiliates in respect of such conflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement, of the Operating Partnership Agreement, of any agreement contemplated herein or therein, or of any duty stated or implied by law or equity, if the resolution or course of action is, or by operation of this Agreement is deemed to be, fair and reasonable to the Partnership. The General Partner shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of such resolution, and the General Partner may also adopt a resolution or course of action that has not received Special Approval. Any such approval by the Conflicts Committee shall be subject to the presumption that, in making its decision, the Conflicts Committee acted on an informed basis, in good faith, and in the honest belief that the

action taken was in the best interests of the Partnership, and in any proceeding brought by any Unitholder or by or on behalf of such Unitholder or any other Unitholders or the Partnership challenging such approval, the Person bringing or prosecuting such proceeding shall have the burden of overcoming such presumption. Any conflict of interest and any resolution of such conflict of interest shall be conclusively deemed fair and reasonable to the Partnership if such conflict of interest or resolution is (i) approved by Special Approval, (ii) on terms no less favorable to the Partnership than those generally being provided to or available from unrelated third parties or (iii) fair to the Partnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Partnership). The General Partner (including the Conflicts Committee in connection with Special Approval) shall be authorized in connection with its determination of what is “fair and reasonable” to the Partnership and in connection with its resolution of any conflict of interest to consider (A) the relative interests of any party to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interest; (B) any customary or accepted industry practices and any customary or historical dealings with a particular Person; (C) any applicable generally accepted accounting practices or principles; and (D) such additional factors as the General Partner (including the Conflicts Committee) determines in its sole discretion to be relevant, reasonable or appropriate under the circumstances. In any proceeding brought by any Unitholder by or on behalf of such Unitholder or any other Unitholders or the Partnership alleging that such a resolution by the General Partner (and not by the Conflicts Committee, whose resolution shall be conclusive as provided above) is not fair to the Partnership, such Unitholder shall have the burden of proof of overcoming such conclusion. Nothing contained in this Agreement, however, is intended to nor shall it be construed to require the General Partner (including the Conflicts Committee) to consider the interests of any Person other than the Partnership. In the absence of bad faith by the General Partner, the resolution, action or terms so made, taken or provided by the General Partner with respect to such matter shall not constitute a breach of this Agreement or any other agreement contemplated herein or a breach of any standard of care or duty imposed herein or therein or, to the extent permitted by law, under the Delaware Act or any other law, rule or regulation.

     (b) Whenever this Agreement or any other agreement contemplated hereby provides that the General Partner or any of its Affiliates is permitted or required to make a decision (i) in its “sole discretion” or “discretion,” that it deems “necessary or appropriate” or “necessary or advisable” or under a grant of similar authority or latitude, except as otherwise provided herein, the General Partner or such Affiliate shall be entitled to consider only such interests and factors as it desires and shall have no duty or obligation to give any consideration to any interest of, or factors affecting, the Partnership, the Operating Partnership, any Group Member, any Limited Partner or any Assignee, (ii) it may make such decision in its sole discretion (regardless of whether there is a reference to “sole discretion” or “discretion”) unless another express standard is provided for, or (iii) in “good faith” or under another express standard, the General Partner or such Affiliate shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement, the Operating Partnership Agreement, the limited liability company agreement or partnership agreement of any Group Member any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation. In addition, any actions taken by the General Partner or such Affiliate consistent with the standards of “reasonable discretion” set forth in the definitions of Available Cash or Operating Surplus shall not constitute a breach of any duty of the General Partner to the Partnership or the

Limited Partners. The General Partner shall have no duty, express or implied, to sell or otherwise dispose of any asset of the Partnership Group other than in the ordinary course of business. No borrowing by any Group Member or the approval thereof by the General Partner shall be deemed to constitute a breach of any duty of the General Partner to the Partnership or the Limited Partners by reason of the fact that the purpose or effect of such borrowing is directly or indirectly to (A) enable distributions to the General Partner or its Affiliates (including in their capacities as Limited Partners) to exceed 2% of the total amount distributed to all partners or (B) hasten the expiration of the Subordination Period or the conversion of any Subordinated Units into Common Units.

     (c) Whenever a particular transaction, arrangement or resolution of a conflict of interest is required under this Agreement to be “fair and reasonable” to any Person, the fair and reasonable nature of such transaction, arrangement or resolution shall be considered in the context of all similar or related transactions.

     (d) The Unitholders hereby authorize the General Partner, on behalf of the Partnership as a partner or member of a Group Member, to approve of actions by the general partner or managing member of such Group Member similar to those actions permitted to be taken by the General Partner pursuant to this Section 7.9.

     Section 7.10 Other Matters Concerning the General Partner .

     (a) The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

     (b) The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including an Opinion of Counsel) of such Persons as to matters that the General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.

     (c) The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers, a duly appointed attorney or attorneys-in-fact or the duly authorized officers of the Partnership.

     (d) Any standard of care and duty imposed by this Agreement or under the Delaware Act or any applicable law, rule or regulation shall be modified, waived or limited, to the extent permitted by law, as required to permit the General Partner to act under this Agreement or any other agreement contemplated by this Agreement and to make any decision pursuant to the authority prescribed in this Agreement, so long as such action is reasonably believed by the General Partner to be in, or not inconsistent with, the best interests of the Partnership.

     Section 7.11 Purchase or Sale of Partnership Securities . The General Partner may cause the Partnership to purchase or otherwise acquire Partnership Securities; provided that, except as permitted pursuant to Section 4.10, the General Partner may not cause any Group

Member to purchase Subordinated Units during the Subordination Period. As long as Partnership Securities are held by any Group Member, such Partnership Securities shall not be considered Outstanding for any purpose, except as otherwise provided herein. The General Partner or any Affiliate of the General Partner may also purchase or otherwise acquire and sell or otherwise dispose of Partnership Securities for its own account, subject to the provisions of Articles IV and X.

     Section 7.12 Registration Rights of the General Partner and its Affiliates .

     (a) If (i) the General Partner or any Affiliate of the General Partner (including for purposes of this Section 7.12, any Person that is an Affiliate of the General Partner at the date of this Agreement notwithstanding that it may later cease to be an Affiliate of the General Partner) holds Partnership Securities that it desires to sell and (ii) Rule 144 of the Securities Act (or any successor rule or regulation to Rule 144) or another exemption from registration is not available to enable such holder of Partnership Securities (the “Holder”) to dispose of the number of Partnership Securities it desires to sell at the time it desires to do so without registration under the Securities Act, then upon the request of any such Holder, the Partnership shall file with the Commission as promptly as practicable after receiving such request, and use all reasonable efforts to cause to become effective and remain effective for a period of not less than six months following its effective date or such shorter period as shall terminate when all Partnership Securities covered by such registration statement have been sold, a registration statement under the Securities Act registering the offering and sale of the number of Partnership Securities specified by the Holder; provided, however, that the Partnership shall not be required to effect more than three registrations pursuant to this Section 7.12(a); and provided further, however, that if the Conflicts Committee determines in its good faith judgment that a postponement of the requested registration for up to six months would be in the best interests of the Partnership and its Partners due to a pending transaction, investigation or other event, the filing of such registration statement or the effectiveness thereof may be deferred for up to six months, but not thereafter. In connection with any registration pursuant to the immediately preceding sentence, the Partnership shall promptly prepare and file (x) such documents as may be necessary to register or qualify the securities subject to such registration under the securities laws of such states as the Holder shall reasonably request; provided, however, that no such qualification shall be required in any jurisdiction where, as a result thereof, the Partnership would become subject to general service of process or to taxation or qualification to do business as a foreign corporation or partnership doing business in such jurisdiction solely as a result of such registration, and (y) such documents as may be necessary to apply for listing or to list the Partnership Securities subject to such registration on such National Securities Exchange as the Holder shall reasonably request, and do any and all other acts and things that may reasonably be necessary or advisable to enable the Holder to consummate a public sale of such Partnership Securities in such states. Except as set forth in Section 7.12(c), all costs and expenses of any such registration and offering (other than the underwriting discounts and commissions) shall be paid by the Partnership, without reimbursement by the Holder.

     (b) If the Partnership shall at any time propose to file a registration statement under the Securities Act for an offering of equity securities of the Partnership for cash (other than an offering relating solely to an employee benefit plan), the Partnership shall use all reasonable efforts to include such number or amount of securities held by the Holder in such registration

statement as the Holder shall request. If the proposed offering pursuant to this Section 7.12(b) shall be an underwritten offering, then, in the event that the managing underwriter or managing underwriters of such offering advise the Partnership and the Holder in writing that in their opinion the inclusion of all or some of the Holder’s Partnership Securities would adversely and materially affect the success of the offering, the Partnership shall include in such offering only that number or amount, if any, of securities held by the Holder which, in the opinion of the managing underwriter or managing underwriters, will not so adversely and materially affect the offering. Except as set forth in Section 7.12(c), all costs and expenses of any such registration and offering (other than the underwriting discounts and commissions) shall be paid by the Partnership, without reimbursement by the Holder.

     (c) If underwriters are engaged in connection with any registration referred to in this Section 7.12, the Partnership shall provide indemnification, representations, covenants, opinions and other assurance to the underwriters in form and substance reasonably satisfactory to such underwriters. Further, in addition to and not in limitation of the Partnership’s obligation under Section 7.7, the Partnership shall, to the fullest extent permitted by law, indemnify and hold harmless the Holder, its officers, directors and each Person who controls the Holder (within the meaning of the Securities Act) and any agent thereof (collectively, “Indemnified Persons”) against any losses, claims, demands, actions, causes of action, assessments, damages, liabilities (joint or several), costs and expenses (including interest, penalties and reasonable attorneys’ fees and disbursements), resulting to, imposed upon, or incurred by the Indemnified Persons, directly or indirectly, under the Securities Act or otherwise (hereinafter referred to in this Section 7.12(c) as a “claim” and in the plural as “claims”) based upon, arising out of or resulting from any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which any Partnership Securities were registered under the Securities Act or any state securities or Blue Sky laws, in any preliminary prospectus (if used prior to the effective date of such registration statement), or in any summary or final prospectus or in any amendment or supplement thereto (if used during the period the Partnership is required to keep the registration statement current), or arising out of, based upon or resulting from the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading; provided, however, that the Partnership shall not be liable to any Indemnified Person to the extent that any such claim arises out of, is based upon or results from an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, such preliminary, summary or final prospectus or such amendment or supplement, in reliance upon and in conformity with written information furnished to the Partnership by or on behalf of such Indemnified Person specifically for use in the preparation thereof.

     (d) The provisions of Section 7.12(a) and 7.12(b) shall continue to be applicable with respect to the General Partner (and any of the General Partner’s Affiliates) after it ceases to be a Partner of the Partnership, during a period of two years subsequent to the effective date of such cessation and for so long thereafter as is required for the Holder to sell all of the Partnership Securities with respect to which, during such two-year period, it has requested inclusion in a registration statement pursuant to Section 7.12(b) or requested that a registration statement be filed pursuant to Section 7.12(a); provided, however, that the Partnership shall not be required to file successive registration statements covering the same Partnership Securities for which

registration was demanded during such two-year period. The provisions of Section 7.12(c) shall continue in effect thereafter.

     (e) Any request to register Partnership Securities pursuant to this Section 7.12 shall (i) specify the Partnership Securities intended to be offered and sold by the Person making the request, (ii) express such Person’s present intent to offer such Partnership Securities for distribution, (iii) describe the nature or method of the proposed offer and sale of Partnership Securities, and (iv) contain the undertaking of such Person to provide all such information and materials and take all action as may be required in order to permit the Partnership to comply with all applicable requirements in connection with the registration of such Partnership Securities.

     Section 7.13 Reliance by Third Parties . Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner and any officer of the General Partner authorized by the General Partner to act on behalf of and in the name of the Partnership has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership and to enter into any authorized contracts on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer as if it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the General Partner or any such officer in connection with any such dealing. In no event shall any Person dealing with the General Partner or any such officer or its representatives be obligated to ascertain that the terms of the Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership.

ARTICLE VIII
BOOKS, RECORDS, ACCOUNTING AND REPORTS

     Section 8.1 Records and Accounting . The General Partner shall keep or cause to be kept at the principal office of the Partnership appropriate books and records with respect to the Partnership’s business, including all books and records necessary to provide to the Limited Partners any information required to be provided pursuant to Section 3.4(a). Any books and records maintained by or on behalf of the Partnership in the regular course of its business, including the record of the Record Holders and Assignees of Units or other Partnership Securities, books of account and records of Partnership proceedings, may be kept on, or be in the form of, computer disks, hard drives, punch cards, magnetic tape, photographs, micrographics or any other information storage device; provided, that the books and records so maintained are convertible into clearly legible written form within a reasonable period of time. The books of the

Partnership shall be maintained, for financial reporting purposes, on an accrual basis in accordance with U.S. GAAP.

     Section 8.2 Fiscal Year . The fiscal year of the Partnership shall be a fiscal year ending December 31.

     Section 8.3 Reports .

     (a) As soon as practicable, but in no event later than 120 days after the close of each fiscal year of the Partnership, the General Partner shall cause to be mailed or made available to each Record Holder of a Unit as of a date selected by the General Partner in its discretion, an annual report containing financial statements of the Partnership for such fiscal year of the Partnership, presented in accordance with U.S. GAAP, including a balance sheet and statements of operations, Partnership equity and cash flows, such statements to be audited by a firm of independent public accountants selected by the General Partner.

     (b) As soon as practicable, but in no event later than 90 days after the close of each Quarter except the last Quarter of each fiscal year, the General Partner shall cause to be mailed or made available to each Record Holder of a Unit, as of a date selected by the General Partner in its discretion, a report containing unaudited financial statements of the Partnership and such other information as may be required by applicable law, regulation or rule of any National Securities Exchange on which the Units are listed for trading, or as the General Partner determines to be necessary or appropriate.

ARTICLE IX
TAX MATTERS

     Section 9.1 Tax Returns and Information . The Partnership shall timely file all returns of the Partnership that are required for federal, state and local income tax purposes on the basis of the accrual method and a taxable year ending on December 31. The tax information reasonably required by Record Holders for federal and state income tax reporting purposes with respect to a taxable year shall be furnished to them within 90 days of the close of the calendar year in which the Partnership’s taxable year ends. The classification, realization and recognition of income, gain, losses and deductions and other items shall be on the accrual method of accounting for federal income tax purposes.

     Section 9.2 Tax Elections .

     (a) The Partnership shall make the election under Section 754 of the Code in accordance with applicable regulations thereunder, subject to the reservation of the right to seek to revoke any such election upon the General Partner’s determination that such revocation is in the best interests of the Limited Partners. Notwithstanding any other provision herein contained, for the purposes of computing the adjustments under Section 743(b) of the Code, the General Partner shall be authorized (but not required) to adopt a convention whereby the price paid by a transferee of a Limited Partner Interest will be deemed to be the lowest quoted closing price of the Limited Partner Interests on any National Securities Exchange on which such Limited Partner Interests are traded during the calendar month in which such transfer is deemed to occur pursuant to Section 6.2(g) without regard to the actual price paid by such transferee.

     (b) The Partnership shall elect to deduct expenses incurred in organizing the Partnership ratably over a sixty-month period as provided in Section 709 of the Code.

     (c) Except as otherwise provided herein, the General Partner shall determine whether the Partnership should make any other elections permitted by the Code.

     Section 9.3 Tax Controversies . Subject to the provisions hereof, the General Partner is designated as the Tax Matters Partner (as defined in the Code) and is authorized and required to represent the Partnership (at the Partnership’s expense) in connection with all examinations of the Partnership’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Partnership funds for professional services and costs associated therewith. Each Partner agrees to cooperate with the General Partner and to do or refrain from doing any or all things reasonably required by the General Partner to conduct such proceedings.

     Section 9.4 Withholding . Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines in its discretion to be necessary or appropriate to cause the Partnership and other Group Members to comply with any withholding requirements established under the Code or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that the Partnership is required or elects to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Partner or Assignee (including, without limitation, by reason of Section 1446 of the Code), the amount withheld may at the discretion of the General Partner be treated by the Partnership as a distribution of cash pursuant to Section 6.3 in the amount of such withholding from such Partner.

ARTICLE X
ADMISSION OF PARTNERS

     Section 10.1 Admission of Initial Limited Partners . Upon the issuance by the Partnership of Common Units, Subordinated Units and Incentive Distribution Rights to the Partners as described in Section 5.3 in connection with the Initial Offering, the General Partner shall admit such parties to the Partnership as Initial Limited Partners in respect of the Common Units, Subordinated Units or Incentive Distribution Rights issued to them.

     Section 10.2 Admission of Substituted Limited Partner . By transfer of a Limited Partner Interest in accordance with Article IV, the transferor shall be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Certificate representing a Limited Partner Interest shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (a) the right to negotiate such Certificate to a purchaser or other transferee and (b) the right to transfer the right to request admission as a Substituted Limited Partner to such purchaser or other transferee in respect of the transferred Limited Partner Interests. Each transferee of a Limited Partner Interest (including any nominee holder or an agent acquiring such Limited Partner Interest for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee and be deemed to have applied to become a Substituted Limited Partner with respect to the Limited Partner Interests so transferred to such

Person. Such Assignee shall become a Substituted Limited Partner (x) at such time as the General Partner consents thereto, which consent may be given or withheld in the General Partner’s discretion, and (y) when any such admission is shown on the books and records of the Partnership. If such consent is withheld, such transferee shall be an Assignee. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including liquidating distributions, of the Partnership. With respect to voting rights attributable to Limited Partner Interests that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Limited Partner Interests on any matter, vote such Limited Partner Interests at the written direction of the Assignee who is the Record Holder of such Limited Partner Interests. If no such written direction is received, such Limited Partner Interests will not be voted. An Assignee shall have no other rights of a Limited Partner.

     Section 10.3 Admission of Successor General Partner . A successor General Partner approved pursuant to Section 11.1 or 11.2 or the transferee of or successor to all of the General Partner Interest pursuant to Section 4.6 who is proposed to be admitted as a successor General Partner shall be admitted to the Partnership as the General Partner, effective immediately prior to the withdrawal or removal of the predecessor or transferring General Partner, pursuant to Section 11.1 or 11.2 or the transfer of the General Partner Interest pursuant to Section 4.6; provided, however, that no such successor shall be admitted to the Partnership until compliance with the terms of Section 4.6 has occurred and such successor has executed and delivered such other documents or instruments as may be required to effect such admission. Any such successor shall, subject to the terms hereof, carry on the business of the members of the Partnership Group without dissolution.

     Section 10.4 Admission of Additional Limited Partners .

     (a) A Person (other than the General Partner, an Initial Limited Partner or a Substituted Limited Partner) who makes a Capital Contribution to the Partnership in accordance with this Agreement shall be admitted to the Partnership as an Additional Limited Partner only upon furnishing to the General Partner

     (i) evidence of acceptance in form satisfactory to the General Partner of all of the terms and conditions of this Agreement, including the power of attorney granted in Section 2.6, and

     (ii) such other documents or instruments as may be required in the discretion of the General Partner to effect such Person’s admission as an Additional Limited Partner.

     (b) Notwithstanding anything to the contrary in this Section 10.4, no Person shall be admitted as an Additional Limited Partner without the consent of the General Partner, which consent may be given or withheld in the General Partner’s discretion. The admission of any Person as an Additional Limited Partner shall become effective on the date upon which the name of such Person is recorded as such in the books and records of the Partnership, following the consent of the General Partner to such admission.

     Section 10.5 Amendment of Agreement and Certificate of Limited Partnership . To effect the admission to the Partnership of any Partner, the General Partner shall take all steps necessary and appropriate under the Delaware Act to amend the records of the Partnership to reflect such admission and, if necessary, to prepare as soon as practicable an amendment to this Agreement and, if required by law, the General Partner shall prepare and file an amendment to the Certificate of Limited Partnership, and the General Partner may for this purpose, among others, exercise the power of attorney granted pursuant to Section 2.6.

ARTICLE XI
WITHDRAWAL OR REMOVAL OF PARTNERS

     Section 11.1 Withdrawal of the General Partner .

     (a) The General Partner shall be deemed to have withdrawn from the Partnership upon the occurrence of any one of the following events (each such event herein referred to as an “Event of Withdrawal”);

     (i) The General Partner voluntarily withdraws from the Partnership by giving written notice to the other Partners;

     (ii) The General Partner transfers all of its rights as General Partner pursuant to Section 4.6;

     (iii) The General Partner is removed pursuant to Section 11.2;

     (iv) The General Partner (A) makes a general assignment for the benefit of creditors; (B) files a voluntary bankruptcy petition for relief under Chapter 7 of the United States Bankruptcy Code; (C) files a petition or answer seeking for itself a liquidation, dissolution or similar relief (but not a reorganization) under any law; (D) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the General Partner in a proceeding of the type described in clauses (A)-(C) of this Section 11.1(a)(iv); or (E) seeks, consents to or acquiesces in the appointment of a trustee (but not a debtor-in-possession), receiver or liquidator of the General Partner or of all or any substantial part of its properties;

     (v) A final and non-appealable order of relief under Chapter 7 of the United States Bankruptcy Code is entered by a court with appropriate jurisdiction pursuant to a voluntary or involuntary petition by or against the General Partner; or

     (vi) (A) in the event the General Partner is a corporation, a certificate of dissolution or its equivalent is filed for the General Partner, or 90 days expire after the date of notice to the General Partner of revocation of its charter without a reinstatement of its charter, under the laws of its state of incorporation; (B) in the event the General Partner is a partnership or a limited liability company, the dissolution and commencement of winding up of the General Partner; (C) in the event the General Partner is acting in such capacity by virtue of being a trustee of a trust, the termination of the trust; (D) in the event the General Partner is a natural person, his death or

adjudication of incompetency; and (E) otherwise in the event of the termination of the General Partner.

If an Event of Withdrawal specified in Section 11.1(a)(iv), (v) or (vi)(A), (B), (C) or (E) occurs, the withdrawing General Partner shall give notice to the Limited Partners within 30 days after such occurrence. The Partners hereby agree that only the Events of Withdrawal described in this Section 11.1 shall result in the withdrawal of the General Partner from the Partnership.

     (b) Withdrawal of the General Partner from the Partnership upon the occurrence of an Event of Withdrawal shall not constitute a breach of this Agreement under the following circumstances: (i) at any time during the period beginning on the Closing Date and ending at 12:00 midnight, Eastern Standard Time, on September 30, 2012, the General Partner voluntarily withdraws by giving at least 90 days’ advance notice of its intention to withdraw to the Limited Partners; provided that prior to the effective date of such withdrawal, the withdrawal is approved by Unitholders holding at least a majority of the Outstanding Common Units (excluding Common Units held by the General Partner and its Affiliates) and the General Partner delivers to the Partnership an Opinion of Counsel (“Withdrawal Opinion of Counsel”) that such withdrawal (following the selection of the successor General Partner) would not result in the loss of the limited liability of any Limited Partner or any Group Member or cause any Group Member to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not previously treated as such); (ii) at any time after 12:00 midnight, Eastern Standard Time, on September 30, 2012, the General Partner voluntarily withdraws by giving at least 90 days’ advance notice to the Unitholders, such withdrawal to take effect on the date specified in such notice; (iii) at any time that the General Partner ceases to be the General Partner pursuant to Section 11.1(a)(ii) or is removed pursuant to Section 11.2; or (iv) notwithstanding clause (i) of this sentence, at any time that the General Partner voluntarily withdraws by giving at least 90 days’ advance notice of its intention to withdraw to the Limited Partners, such withdrawal to take effect on the date specified in the notice, if at the time such notice is given one Person and its Affiliates (other than the General Partner and its Affiliates) own beneficially or of record or control at least 50% of the Outstanding Units. The withdrawal of the General Partner from the Partnership upon the occurrence of an Event of Withdrawal shall also constitute the withdrawal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members. If the General Partner gives a notice of withdrawal pursuant to Section 11.1(a)(i), the holders of a Unit Majority, may, prior to the effective date of such withdrawal, elect a successor General Partner. The Person so elected as successor General Partner shall automatically become the successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If, prior to the effective date of the General Partner’s withdrawal, a successor is not selected by the Unitholders as provided herein or the Partnership does not receive a Withdrawal Opinion of Counsel, the Partnership shall be dissolved in accordance with Section 12.1. Any successor General Partner elected in accordance with the terms of this Section 11.1 shall be subject to the provisions of Section 10.3.

     Section 11.2 Removal of the General Partner . The General Partner may be removed if such removal is approved by the Unitholders holding at least 66 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates). Any such action by such holders for removal of the General Partner must also provide for the election of a successor General

Partner by the Unitholders holding a majority of the outstanding Common Units voting as a class and a majority of the outstanding Subordinated Units and Subordinated Class B Units voting as a single class (including Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.3. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.3, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.3. The percentage of the Outstanding Units required to remove the General Partner may be amended by the General Partner as described in Section 13.1 hereof.

     Section 11.3 Interest of Departing Partner and Successor General Partner .

     (a) In the event of (i) withdrawal of the General Partner under circumstances where such withdrawal does not violate this Agreement or (ii) removal of the General Partner by the holders of Outstanding Units under circumstances where Cause does not exist, if the successor General Partner is elected in accordance with the terms of Section 11.1 or 11.2, the Departing Partner shall have the option, exercisable prior to the effective date of the departure of such Departing Partner, to require its successor to purchase its General Partner Interest and its general partner interest (or equivalent interest, if any) in the other Group Members and all of its Incentive Distribution Rights (collectively, the “Combined Interest”) in exchange for an amount in cash equal to the fair market value of such Combined Interest, such amount to be determined and payable as of the effective date of its departure. If the General Partner is removed by the Unitholders under circumstances where Cause exists or if the General Partner withdraws under circumstances where such withdrawal violates this Agreement, and if a successor General Partner is elected in accordance with the terms of Section 11.1 or 11.2, such successor shall have the option, exercisable prior to the effective date of the departure of such Departing Partner, to purchase the Combined Interest for such fair market value of such Combined Interest of the Departing Partner. In either event, the Departing Partner shall be entitled to receive all reimbursements due such Departing Partner pursuant to Section 7.4, including any employee-related liabilities (including severance liabilities), incurred in connection with the termination of any employees employed by the Departing Partner for the benefit of the Partnership or the other Group Members.

     For purposes of this Section 11.3(a), the fair market value of the Departing Partner’s Combined Interest shall be determined by agreement between the Departing Partner and its successor or, failing agreement within 30 days after the effective date of such Departing Partner’s departure, by an independent investment banking firm or other independent expert selected by the Departing Partner and its successor, which, in turn, may rely on other experts, and the determination of which shall be conclusive as to such matter. If such parties cannot agree

upon one independent investment banking firm or other independent expert within 45 days after the effective date of such departure, then the Departing Partner shall designate an independent investment banking firm or other independent expert, the Departing Partner’s successor shall designate an independent investment banking firm or other independent expert, and such firms or experts shall mutually select a third independent investment banking firm or independent expert, which third independent investment banking firm or other independent expert shall determine the fair market value of the Combined Interest of the Departing Partner. In making its determination, such third independent investment banking firm or other independent expert may consider the then current trading price of Units on any National Securities Exchange on which Units are then listed, the value of the Partnership’s assets, the rights and obligations of the Departing Partner and other factors it may deem relevant.

     (b) If the Combined Interest is not purchased in the manner set forth in Section 11.3(a), the Departing Partner (or its transferee) shall become a Limited Partner and its Combined Interest shall be converted into Common Units pursuant to a valuation made by an investment banking firm or other independent expert selected pursuant to Section 11.3(a), without reduction in such Partnership Interest (but subject to proportionate dilution by reason of the admission of its successor). Any successor General Partner shall indemnify the Departing Partner (or its transferee) as to all debts and liabilities of the Partnership arising on or after the date on which the Departing Partner (or its transferee) becomes a Limited Partner. For purposes of this Agreement, conversion of the Combined Interest of the Departing Partner to Common Units will be characterized as if the Departing Partner (or its transferee) contributed its Combined Interest to the Partnership in exchange for the newly issued Common Units.

     (c) If a successor General Partner is elected in accordance with the terms of Section 11.1 or 11.2 and the option described in Section 11.3(a) is not exercised by the party entitled to do so, the successor General Partner shall, at the effective date of its admission to the Partnership, contribute to the Partnership cash in the amount equal to 2/98ths of the Net Agreed Value of the Partnership’s assets on such date. In such event, such successor General Partner shall, subject to the following sentence, be entitled to 2% of all Partnership allocations and distributions to which the Departing Partner was entitled. In addition, the successor General Partner shall cause this Agreement to be amended to reflect that, from and after the date of such successor General Partner’s admission, the successor General Partner’s interest in all Partnership distributions and allocations shall be 2%.

     Section 11.4 Termination of Subordination Period, Conversion of Subordinated Units and Extinguishment of Cumulative Common Unit Arrearages . Notwithstanding any provision of this Agreement, if the General Partner is removed as general partner of the Partnership under circumstances where Cause does not exist and Units held by the General Partner and its Affiliates are not voted in favor of such removal, (i) the Subordination Period will end and all Outstanding Subordinated Units will immediately and automatically convert into Common Units on a one-for-one basis and (ii) all Cumulative Common Unit Arrearages on the Common Units will be extinguished.

     Section 11.5 Withdrawal of Limited Partners . No Limited Partner shall have any right to withdraw from the Partnership; provided, however, that when a transferee of a Limited Partner’s Limited Partner Interest becomes a Record Holder of the Limited Partner Interest so

transferred, such transferring Limited Partner shall cease to be a Limited Partner with respect to the Limited Partner Interest so transferred.

ARTICLE XII
DISSOLUTION AND LIQUIDATION

     Section 12.1 Dissolution . The Partnership shall not be dissolved by the admission of Substituted Limited Partners or Additional Limited Partners or by the admission of a successor General Partner in accordance with the terms of this Agreement. Upon the removal or withdrawal of the General Partner, if a successor General Partner is elected pursuant to Section 11.1 or 11.2, the Partnership shall not be dissolved and such successor General Partner shall continue the business of the Partnership. The Partnership shall dissolve, and (subject to Section 12.2) its affairs shall be wound up, upon:

     (a) an Event of Withdrawal of the General Partner as provided in Section 11.1(a) (other than Section 11.1(a)(ii)), unless a successor is elected and an Opinion of Counsel is received as provided in Section 11.1(b) or 11.2 and such successor is admitted to the Partnership pursuant to Section 10.3;

     (b) an election to dissolve the Partnership by the General Partner that is approved by the holders of a Unit Majority;

     (c) the entry of a decree of judicial dissolution of the Partnership pursuant to the provisions of the Delaware Act; or

     (d) the sale of all or substantially all of the assets and properties of the Partnership Group.

     Section 12.2 Continuation of the Business of the Partnership After Dissolution . Upon (a) dissolution of the Partnership following an Event of Withdrawal caused by the withdrawal or removal of the General Partner as provided in Section 11.1(a)(i) or (iii) and the failure of the Partners to select a successor to such Departing Partner pursuant to Section 11.1 or 11.2, then within 90 days thereafter, or (b) dissolution of the Partnership upon an event constituting an Event of Withdrawal as defined in Section 11.1(a)(iv), (v) or (vi), then, to the maximum extent permitted by law, within 180 days thereafter, the holders of a Unit Majority may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as the successor General Partner a Person approved by the holders of a Unit Majority. Unless such an election is made within the applicable time period as set forth above, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is so made, then:

     (i) the reconstituted Partnership shall continue unless earlier dissolved in accordance with this Article XII;

     (ii) if the successor General Partner is not the former General Partner, then the interest of the former General Partner shall be treated in the manner provided in Section 11.3; and

     (iii) all necessary steps shall be taken to cancel this Agreement and the Certificate of Limited Partnership and to enter into and, as necessary, to file a new partnership agreement and certificate of limited partnership, and the successor General Partner may for this purpose exercise the powers of attorney granted the General Partner pursuant to Section 2.6; provided, that the right of the holders of a Unit Majority to approve a successor General Partner and to reconstitute and to continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an Opinion of Counsel that (x) the exercise of the right would not result in the loss of limited liability of any Limited Partner and (y) neither the Partnership, the reconstituted limited partnership nor the Operating Partnership or any other Group Member would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of such right to continue.

     Section 12.3 Liquidator . Upon dissolution of the Partnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 12.2, the General Partner shall select one or more Persons to act as Liquidator, which may be the General Partner. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by holders of at least a majority of the Outstanding Common Units, Subordinated Units and Subordinated Class B Units voting as a single class. The Liquidator (if other than the General Partner) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal approved by holders of at least a majority of the Outstanding Common Units, Subordinated Units and Subordinated Class B Units voting as a single class. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by holders of at least a majority of the Outstanding Common Units, Subordinated Units and Subordinated Class B Units voting as a single class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3(b)) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Partnership as provided for herein.

     Section 12.4 Liquidation . The Liquidator shall proceed to dispose of the assets of the Partnership, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as the Liquidator determines to be in the best interest of the Partners, subject to Section 17-804 of the Delaware Act and the following:

     (a) The assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidator and such Partner or Partners may agree.

If any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 12.4(c) to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners. The Liquidator may, in its absolute discretion, defer liquidation or distribution of the Partnership’s assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Partnership’s assets would be impractical or would cause undue loss to the Partners. The Liquidator may, in its absolute discretion, distribute the Partnership’s assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners.

     (b) Liabilities of the Partnership include amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 12.3) and amounts to Partners otherwise than in respect of their distribution rights under Article VI. With respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment. When paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds.

     (c) All property and all cash in excess of that required to discharge liabilities as provided in Section 12.4(b) shall be distributed to the Partners in accordance with, and to the extent of, the positive balances in their respective Capital Accounts, as determined after taking into account all Capital Account adjustments (other than those made by reason of distributions pursuant to this Section 12.4(c)) for the taxable year of the Partnership during which the liquidation of the Partnership occurs (with such date of occurrence being determined pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(g)), and such distribution shall be made by the end of such taxable year (or, if later, within 90 days after said date of such occurrence).

     Section 12.5 Cancellation of Certificate of Limited Partnership . Upon the completion of the distribution of Partnership cash and property as provided in Section 12.4 in connection with the liquidation of the Partnership, the Partnership shall be terminated and the Certificate of Limited Partnership and all qualifications of the Partnership as a foreign limited partnership in jurisdictions other than the State of Delaware shall be canceled and such other actions as may be necessary to terminate the Partnership shall be taken.

     Section 12.6 Return of Contributions . The General Partner shall not be personally liable for, and shall have no obligation to contribute or loan any monies or property to the Partnership to enable it to effectuate, the return of the Capital Contributions of the Limited Partners or Unitholders, or any portion thereof, it being expressly understood that any such return shall be made solely from Partnership assets.

     Section 12.7 Waiver of Partition . To the maximum extent permitted by law, each Partner hereby waives any right to partition of the Partnership property.

     Section 12.8 Capital Account Restoration . No Limited Partner shall have any obligation to restore any negative balance in its Capital Account upon liquidation of the Partnership. The General Partner shall be obligated to restore any negative balance in its Capital Account upon liquidation of its interest in the Partnership by the end of the taxable year of the

Partnership during which such liquidation occurs, or, if later, within 90 days after the date of such liquidation.

ARTICLE XIII
AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE

     Section 13.1 Amendment to be Adopted Solely by the General Partner . Each Partner agrees that the General Partner, without the approval of any Partner or Assignee, may amend any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect:

     (a) a change in the name of the Partnership, the location of the principal place of business of the Partnership, the registered agent of the Partnership or the registered office of the Partnership;

     (b) admission, substitution, withdrawal or removal of Partners in accordance with this Agreement;

     (c) a change that, in the sole discretion of the General Partner, is necessary or advisable to qualify or continue the qualification of the Partnership as a limited partnership or a partnership in which the Limited Partners have limited liability under the laws of any state or to ensure that the Group Members will not be treated as associations taxable as corporations or otherwise taxed as entities for federal income tax purposes;

     (d) a change that, in the discretion of the General Partner, (i) does not adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect, (ii) is necessary or advisable to (A) satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute (including the Delaware Act) or (B) facilitate the trading of the Units (including the division of any class or classes of Outstanding Units into different classes to facilitate uniformity of tax consequences within such classes of Units) or comply with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Units are or will be listed for trading, compliance with any of which the General Partner determines in its discretion to be in the best interests of the Partnership and the Limited Partners, (iii) is necessary or advisable in connection with action taken by the General Partner pursuant to Section 5.11 or (iv) is required to effect the intent expressed in the Registration Statement or the intent of the provisions of this Agreement or is otherwise contemplated by this Agreement;

     (e) a change in the fiscal year or taxable year of the Partnership and any changes that, in the discretion of the General Partner, are necessary or advisable as a result of a change in the fiscal year or taxable year of the Partnership including, if the General Partner shall so determine, a change in the definition of “Quarter” and the dates on which distributions are to be made by the Partnership;

     (f) an amendment that is necessary, in the Opinion of Counsel, to prevent the Partnership, or the General Partner or its directors, officers, trustees or agents from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended,

the Investment Advisers Act of 1940, as amended, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor;

     (g) subject to the terms of Section 5.7, an amendment that, in the discretion of the General Partner, is necessary or advisable in connection with the authorization of issuance of any class or series of Partnership Securities pursuant to Section 5.6;

     (h) any amendment expressly permitted in this Agreement to be made by the General Partner acting alone;

     (i) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 14.3;

     (j) an amendment that, in the discretion of the General Partner, is necessary or advisable to reflect, account for and deal with appropriately the formation by the Partnership of, or investment by the Partnership in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct by the Partnership of activities permitted by the terms of Section 2.4;

     (k) a merger or conveyance pursuant to Section 14.3(d);

     (l) an amendment to Section 11.2 that would reduce the percentage of the Outstanding Units required for the Unitholders to remove the General Partner; provided, however, that once such required percentage has been reduced, it may be further reduced by the General Partner but such required percentage may not be increased without a vote of the Unitholders; provided further, however, that no such amendment may provide that any class Units may vote separately as a class to remove the General Partner;

     (m) an amendment to the definition of “Outstanding” contained in Section 1.1 hereof to increase from 20% or more the percentage of Outstanding Partnership Securities, that if at any time acquired by any Person or Group, shall not be voted on any matter and shall not be considered to be Outstanding for the other purposes described in such definition; provided, however, that once such percentage has been increased, it may be further increased by the General Partner, but such required percentage may not be reduced without a vote of the Unitholders; or

     (n) any other amendments substantially similar to the foregoing.

     Section 13.2 Amendment Procedures . Except as provided in Sections 13.1 and 13.3, all amendments to this Agreement shall be made in accordance with the following requirements. Amendments to this Agreement may be proposed only by or with the consent of the General Partner which consent may be given or withheld in its sole discretion. A proposed amendment shall be effective upon its approval by the holders of a Unit Majority, unless a greater or different percentage is required under this Agreement or by Delaware law. Each proposed amendment that requires the approval of the holders of a specified percentage of Outstanding Units shall be set forth in a writing that contains the text of the proposed amendment. If such an amendment is

proposed, the General Partner shall seek the written approval of the requisite percentage of Outstanding Units or call a meeting of the Unitholders to consider and vote on such proposed amendment. The General Partner shall notify all Record Holders upon final adoption of any such proposed amendments.

     Section 13.3 Amendment Requirements .

     (a) Notwithstanding the provisions of Sections 13.1 and 13.2, no provision of this Agreement that establishes a percentage of Outstanding Units (including Units deemed owned by the General Partner) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting percentage unless such amendment is approved by the written consent or the affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reduced.

     (b) Notwithstanding the provisions of Sections 13.1 and 13.2, no amendment to this Agreement may (i) enlarge the obligations of any Limited Partner without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 13.3(c), (ii) enlarge the obligations of, restrict in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable or otherwise payable to, the General Partner or any of its Affiliates without its consent, which consent may be given or withheld in its sole discretion, (iii) change Section 12.1(b), or (iv) change the term of the Partnership or, except as set forth in Section 12.1(b), give any Person the right to dissolve the Partnership.

     (c) Except as provided in Section 14.3, and without limitation of the General Partner’s authority to adopt amendments to this Agreement without the approval of any Partners or Assignees as contemplated in Section 13.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Partnership Interests in relation to other classes of Partnership Interests must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected.

     (d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 13.1 and except as otherwise provided by Section 14.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units voting as a single class unless the Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Limited Partner under applicable law.

     (e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the holders of at least 90% of the Outstanding Units.

     Section 13.4 Special Meetings . All acts of Limited Partners to be taken pursuant to this Agreement shall be taken in the manner provided in this Article XIII. Special meetings of the Limited Partners may be called by the General Partner or by Limited Partners owning 20% or more of the Outstanding Units of the class or classes for which a meeting is proposed. Limited Partners shall call a special meeting by delivering to the General Partner one or more requests in writing stating that the signing Limited Partners wish to call a special meeting and indicating the

general or specific purposes for which the special meeting is to be called. Within 60 days after receipt of such a call from Limited Partners or within such greater time as may be reasonably necessary for the Partnership to comply with any statutes, rules, regulations, listing agreements or similar requirements governing the holding of a meeting or the solicitation of proxies for use at such a meeting, the General Partner shall send a notice of the meeting to the Limited Partners either directly or indirectly through the Transfer Agent. A meeting shall be held at a time and place determined by the General Partner on a date not less than 10 days nor more than 60 days after the mailing of notice of the meeting. Limited Partners shall not vote on matters that would cause the Limited Partners to be deemed to be taking part in the management and control of the business and affairs of the Partnership so as to jeopardize the Limited Partners’ limited liability under the Delaware Act or the law of any other state in which the Partnership is qualified to do business.

     Section 13.5 Notice of a Meeting . Notice of a meeting called pursuant to Section 13.4 shall be given to the Record Holders of the class or classes of Units for which a meeting is proposed in writing by mail or other means of written communication in accordance with Section 16.1. The notice shall be deemed to have been given at the time when deposited in the mail or sent by other means of written communication.

     Section 13.6 Record Date . For purposes of determining the Limited Partners entitled to notice of or to vote at a meeting of the Limited Partners or to give approvals without a meeting as provided in Section 13.11 the General Partner may set a Record Date, which shall not be less than 10 nor more than 60 days before (a) the date of the meeting (unless such requirement conflicts with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Units are listed for trading, in which case the rule, regulation, guideline or requirement of such exchange shall govern) or (b) in the event that approvals are sought without a meeting, the date by which Limited Partners are requested in writing by the General Partner to give such approvals.

     Section 13.7 Adjournment . When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting and a new Record Date need not be fixed, if the time and place thereof are announced at the meeting at which the adjournment is taken, unless such adjournment shall be for more than 45 days. At the adjourned meeting, the Partnership may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 45 days or if a new Record Date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given in accordance with this Article XIII.

     Section 13.8 Waiver of Notice; Approval of Meeting; Approval of Minutes . The transactions of any meeting of Limited Partners, however called and noticed, and whenever held, shall be as valid as if it had occurred at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, Limited Partners representing such quorum who were present in person or by proxy and entitled to vote, sign a written waiver of notice or an approval of the holding of the meeting or an approval of the minutes thereof. All waivers and approvals shall be filed with the Partnership records or made a part of the minutes of the meeting. Attendance of a Limited Partner at a meeting shall constitute a waiver of notice of the meeting, except when the Limited Partner does not approve, at the beginning of the meeting, of the transaction of any business because the meeting is not lawfully

called or convened; and except that attendance at a meeting is not a waiver of any right to disapprove the consideration of matters required to be included in the notice of the meeting, but not so included, if the disapproval is expressly made at the meeting.

     Section 13.9 Quorum . The holders of a majority of the Outstanding Units of the class or classes for which a meeting has been called (including Outstanding Units deemed owned by the General Partner) represented in person or by proxy shall constitute a quorum at a meeting of Limited Partners of such class or classes unless any such action by the Limited Partners requires approval by holders of a greater percentage of such Units, in which case the quorum shall be such greater percentage. At any meeting of the Limited Partners duly called and held in accordance with this Agreement at which a quorum is present, the act of Limited Partners holding Outstanding Units that in the aggregate represent a majority of the Outstanding Units entitled to vote and be present in person or by proxy at such meeting shall be deemed to constitute the act of all Limited Partners, unless a greater or different percentage is required with respect to such action under the provisions of this Agreement, in which case the act of the Limited Partners holding Outstanding Units that in the aggregate represent at least such greater or different percentage shall be required. The Limited Partners present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Limited Partners to leave less than a quorum, if any action taken (other than adjournment) is approved by the required percentage of Outstanding Units specified in this Agreement (including Outstanding Units deemed owned by the General Partner). In the absence of a quorum any meeting of Limited Partners may be adjourned from time to time by the affirmative vote of holders of at least a majority of the Outstanding Units entitled to vote at such meeting (including Outstanding Units deemed owned by the General Partner) represented either in person or by proxy, but no other business may be transacted, except as provided in Section 13.7.

     Section 13.10 Conduct of a Meeting . The General Partner shall have full power and authority concerning the manner of conducting any meeting of the Limited Partners or solicitation of approvals in writing, including the determination of Persons entitled to vote, the existence of a quorum, the satisfaction of the requirements of Section 13.4, the conduct of voting, the validity and effect of any proxies and the determination of any controversies, votes or challenges arising in connection with or during the meeting or voting. The General Partner shall designate a Person to serve as chairman of any meeting and shall further designate a Person to take the minutes of any meeting. All minutes shall be kept with the records of the Partnership maintained by the General Partner. The General Partner may make such other regulations consistent with applicable law and this Agreement as it may deem advisable concerning the conduct of any meeting of the Limited Partners or solicitation of approvals in writing, including regulations in regard to the appointment of proxies, the appointment and duties of inspectors of votes and approvals, the submission and examination of proxies and other evidence of the right to vote, and the revocation of approvals in writing.

     Section 13.11 Action Without a Meeting . If authorized by the General Partner, any action that may be taken at a meeting of the Limited Partners may be taken without a meeting if an approval in writing setting forth the action so taken is signed by Limited Partners owning not less than the minimum percentage of the Outstanding Units (including Units deemed owned by the General Partner) that would be necessary to authorize or take such action at a meeting at

which all the Limited Partners were present and voted (unless such provision conflicts with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Units are listed for trading, in which case the rule, regulation, guideline or requirement of such exchange shall govern). Prompt notice of the taking of action without a meeting shall be given to the Limited Partners who have not approved in writing. The General Partner may specify that any written ballot submitted to Limited Partners for the purpose of taking any action without a meeting shall be returned to the Partnership within the time period, which shall be not less than 20 days, specified by the General Partner. If a ballot returned to the Partnership does not vote all of the Units held by the Limited Partners, the Partnership shall be deemed to have failed to receive a ballot for the Units that were not voted. If approval of the taking of any action by the Limited Partners is solicited by any Person other than by or on behalf of the General Partner, the written approvals shall have no force and effect unless and until (a) they are deposited with the Partnership in care of the General Partner, (b) approvals sufficient to take the action proposed are dated as of a date not more than 90 days prior to the date sufficient approvals are deposited with the Partnership and (c) an Opinion of Counsel is delivered to the General Partner to the effect that the exercise of such right and the action proposed to be taken with respect to any particular matter (i) will not cause the Limited Partners to be deemed to be taking part in the management and control of the business and affairs of the Partnership so as to jeopardize the Limited Partners’ limited liability, and (ii) is otherwise permissible under the state statutes then governing the rights, duties and liabilities of the Partnership and the Partners.

     Section 13.12 Voting and Other Rights .

     (a) Only those Record Holders of the Units on the Record Date set pursuant to Section 13.6 (and also subject to the limitations contained in the definition of “Outstanding”) shall be entitled to notice of, and to vote at, a meeting of Limited Partners or to act with respect to matters as to which the holders of the Outstanding Units have the right to vote or to act. All references in this Agreement to votes of, or other acts that may be taken by, the Outstanding Units shall be deemed to be references to the votes or acts of the Record Holders of such Outstanding Units.

     (b) With respect to Units that are held for a Person’s account by another Person (such as a broker, dealer, bank, trust company or clearing corporation, or an agent of any of the foregoing), in whose name such Units are registered, such other Person shall, in exercising the voting rights in respect of such Units on any matter, and unless the arrangement between such Persons provides otherwise, vote such Units in favor of, and at the direction of, the Person who is the beneficial owner, and the Partnership shall be entitled to assume it is so acting without further inquiry. The provisions of this Section 13.12(b) (as well as all other provisions of this Agreement) are subject to the provisions of Section 4.3.

ARTICLE XIV
MERGER

     Section 14.1 Authority . The Partnership may merge or consolidate with one or more corporations, limited liability companies, business trusts or associations, real estate investment trusts, common law trusts or unincorporated businesses, including a general partnership or limited partnership, formed under the laws of any state of the United States of America, pursuant

to a written agreement of merger or consolidation (“Merger Agreement”) in accordance with this Article XIV.

     Section 14.2 Procedure for Merger or Consolidation . Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval of the General Partner. If the General Partner shall determine, in the exercise of its discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:

     (a) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;

     (b) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);

     (c) the terms and conditions of the proposed merger or consolidation;

     (d) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or rights of any constituent business entity are not to be exchanged or converted solely for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, securities or rights are to receive in exchange for, or upon conversion of their general or limited partner interests, securities or rights, and (ii) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;

     (e) a statement of any changes in the constituent documents or the adoption of new constituent documents (the articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;

     (f) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and

     (g) such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.

     Section 14.3 Approval by Limited Partners of Merger or Consolidation .

     (a) Except as provided in Section 14.3(d), the General Partner, upon its approval of the Merger Agreement, shall direct that the Merger Agreement be submitted to a vote of Limited Partners, whether at a special meeting or by written consent, in either case in accordance with the requirements of Article XIII. A copy or a summary of the Merger Agreement shall be included in or enclosed with the notice of a special meeting or the written consent.

     (b) Except as provided in Section 14.3(d), the Merger Agreement shall be approved upon receiving the affirmative vote or consent of the holders of a Unit Majority unless the Merger Agreement contains any provision that, if contained in an amendment to this Agreement, the provisions of this Agreement or the Delaware Act would require for its approval the vote or consent of a greater percentage of the Outstanding Units or of any class of Limited Partners, in which case such greater percentage vote or consent shall be required for approval of the Merger Agreement.

     (c) Except as provided in Section 14.3(d), after such approval by vote or consent of the Limited Partners, and at any time prior to the filing of the certificate of merger pursuant to Section 14.4, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the Merger Agreement.

     (d) Notwithstanding anything else contained in this Article XIV or in this Agreement, the General Partner is permitted, in its discretion, without Limited Partner approval, to merge the Partnership or any Group Member into, or convey all of the Partnership’s assets to, another limited liability entity which shall be newly formed and shall have no assets, liabilities or operations at the time of such Merger other than those it receives from the Partnership or other Group Member if (i) the General Partner has received an Opinion of Counsel that the merger or conveyance, as the case may be, would not result in the loss of the limited liability of any Limited Partner or any Group Member or cause the Partnership or any Group Member to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not previously treated as such), (ii) the sole purpose of such merger or conveyance is to effect a mere change in the legal form of the Partnership into another limited liability entity and (iii) the governing instruments of the new entity provide the Limited Partners and the General Partner with the same rights and obligations as are herein contained.

     Section 14.4 Certificate of Merger . Upon the required approval by the General Partner and the Unitholders of a Merger Agreement, a certificate of merger shall be executed and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Delaware Act.

     Section 14.5 Effect of Merger .

     (a) At the effective time of the certificate of merger:

     (i) all of the rights, privileges and powers of each of the business entities that has merged or consolidated, and all property, real, personal and mixed, and all debts due to any of those business entities and all other things and causes of action belonging to each of those business entities, shall be vested in the Surviving Business Entity and after

the merger or consolidation shall be the property of the Surviving Business Entity to the extent they were of each constituent business entity;

     (ii) the title to any real property vested by deed or otherwise in any of those constituent business entities shall not revert and is not in any way impaired because of the merger or consolidation;

     (iii) all rights of creditors and all liens on or security interests in property of any of those constituent business entities shall be preserved unimpaired; and

     (iv) all debts, liabilities and duties of those constituent business entities shall attach to the Surviving Business Entity and may be enforced against it to the same extent as if the debts, liabilities and duties had been incurred or contracted by it.

     (b) A merger or consolidation effected pursuant to this Article shall not be deemed to result in a transfer or assignment of assets or liabilities from one entity to another.

ARTICLE XV
RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS

     Section 15.1 Right to Acquire Limited Partner Interests .

     (a) Notwithstanding any other provision of this Agreement, if at any time the General Partner and its Affiliates hold more than 80% of the total Limited Partner Interests of any class then Outstanding, the General Partner shall then have the right, which right it may assign and transfer in whole or in part to the Partnership or any Affiliate of the General Partner, exercisable in its sole discretion, to purchase all, but not less than all, of such Limited Partner Interests of such class then Outstanding held by Persons other than the General Partner and its Affiliates, at the greater of (x) the Current Market Price as of the date three days prior to the date that the notice described in Section 15.1(b) is mailed and (y) the highest price paid by the General Partner or any of its Affiliates for any such Limited Partner Interest of such class purchased during the 90-day period preceding the date that the notice described in Section 15.1(b) is mailed. As used in this Agreement, (i) “Current Market Price” as of any date of any class of Limited Partner Interests means the average of the daily Closing Prices (as hereinafter defined) per Limited Partner Interest of such class for the 20 consecutive Trading Days (as hereinafter defined) immediately prior to such date; (ii) “Closing Price” for any day means the last sale price on such day, regular way, or in case no such sale takes place on such day, the average of the closing bid and asked prices on such day, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted for trading on the principal National Securities Exchange (other than the Nasdaq Stock Market) on which such Limited Partner Interests of such class are listed or admitted to trading or, if such Limited Partner Interests of such class are not listed or admitted to trading on any National Securities Exchange (other than the Nasdaq Stock Market), the last quoted price on such day or, if not so quoted, the average of the high bid and low asked prices on such day in the over-the-counter market, as reported by the Nasdaq Stock Market or such other system then in use, or, if on any such day such Limited Partner Interests of such class are not quoted by any such organization, the average of the closing bid and asked prices on such day as furnished by a professional market

maker making a market in such Limited Partner Interests of such class selected by the General Partner, or if on any such day no market maker is making a market in such Limited Partner Interests of such class, the fair value of such Limited Partner Interests on such day as determined reasonably and in good faith by the General Partner; and (iii) “Trading Day” means a day on which the principal National Securities Exchange on which such Limited Partner Interests of any class are listed or admitted to trading is open for the transaction of business or, if Limited Partner Interests of a class are not listed or admitted to trading on any National Securities Exchange, a day on which banking institutions in New York City generally are open.

     (b) If the General Partner, any Affiliate of the General Partner or the Partnership elects to exercise the right to purchase Limited Partner Interests granted pursuant to Section 15.1(a), the General Partner shall deliver to the Transfer Agent notice of such election to purchase (the “Notice of Election to Purchase”) and shall cause the Transfer Agent to mail a copy of such Notice of Election to Purchase to the Record Holders of Limited Partner Interests of such class (as of a Record Date selected by the General Partner) at least 10, but not more than 60, days prior to the Purchase Date. Such Notice of Election to Purchase shall also be published for a period of at least three consecutive days in at least two daily newspapers of general circulation printed in the English language and published in the Borough of Manhattan, New York. The Notice of Election to Purchase shall specify the Purchase Date and the price (determined in accordance with Section 15.1(a)) at which Limited Partner Interests will be purchased and state that the General Partner, its Affiliate or the Partnership, as the case may be, elects to purchase such Limited Partner Interests (upon surrender of Certificates representing such Limited Partner Interests in exchange for payment, if applicable) at such office or offices of the Transfer Agent as the Transfer Agent may specify, or as may be required by any National Securities Exchange on which such Limited Partner Interests are listed or admitted to trading. Any such Notice of Election to Purchase mailed to a Record Holder of Limited Partner Interests at his address as reflected in the records of the Transfer Agent shall be conclusively presumed to have been given regardless of whether the owner receives such notice. On or prior to the Purchase Date, the General Partner, its Affiliate or the Partnership, as the case may be, shall deposit with the Transfer Agent cash in an amount sufficient to pay the aggregate purchase price of all of such Limited Partner Interests to be purchased in accordance with this Section 15.1. If the Notice of Election to Purchase shall have been duly given as aforesaid at least 10 days prior to the Purchase Date, and if on or prior to the Purchase Date the deposit described in the preceding sentence has been made for the benefit of the holders of Limited Partner Interests subject to purchase as provided herein, then from and after the Purchase Date, notwithstanding that any Certificate shall not have been surrendered for purchase, all rights of the holders of such Limited Partner Interests (including any rights pursuant to Articles IV, V, VI, and XII) shall thereupon cease, except the right to receive the purchase price (determined in accordance with Section 15.1(a)) for Limited Partner Interests therefor, without interest, upon surrender to the Transfer Agent of the Certificates representing such Limited Partner Interests, and such Limited Partner Interests shall thereupon be deemed to be transferred to the General Partner, its Affiliate or the Partnership, as the case may be, on the record books of the Transfer Agent and the Partnership, and the General Partner or any Affiliate of the General Partner, or the Partnership, as the case may be, shall be deemed to be the owner of all such Limited Partner Interests from and after the Purchase Date and shall have all rights as the owner of such Limited Partner Interests (including all rights as owner of such Limited Partner Interests pursuant to Articles IV, V, VI and XII).

     (c) At any time from and after the Purchase Date, a holder of an Outstanding Limited Partner Interest subject to purchase as provided in this Section 15.1 may surrender his Certificate evidencing such Limited Partner Interest to the Transfer Agent in exchange for payment of the amount described in Section 15.1(a), therefor, without interest thereon.

ARTICLE XVI
GENERAL PROVISIONS

     Section 16.1 Addresses and Notices . Any notice, demand, request, report or proxy materials required or permitted to be given or made to a Partner or Assignee under this Agreement shall be in writing and shall be deemed given or made when delivered in person or when sent by first class United States mail or by other means of written communication to the Partner or Assignee at the address described below. Any notice, payment or report to be given or made to a Partner or Assignee hereunder shall be deemed conclusively to have been given or made, and the obligation to give such notice or report or to make such payment shall be deemed conclusively to have been fully satisfied, upon sending of such notice, payment or report to the Record Holder of such Partnership Securities at his address as shown on the records of the Transfer Agent or as otherwise shown on the records of the Partnership, regardless of any claim of any Person who may have an interest in such Partnership Securities by reason of any assignment or otherwise. An affidavit or certificate of making of any notice, payment or report in accordance with the provisions of this Section 16.1 executed by the General Partner, the Transfer Agent or the mailing organization shall be prima facie evidence of the giving or making of such notice, payment or report. If any notice, payment or report addressed to a Record Holder at the address of such Record Holder appearing on the books and records of the Transfer Agent or the Partnership is returned by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver it, such notice, payment or report and any subsequent notices, payments and reports shall be deemed to have been duly given or made without further mailing (until such time as such Record Holder or another Person notifies the Transfer Agent or the Partnership of a change in his address) if they are available for the Partner or Assignee at the principal office of the Partnership for a period of one year from the date of the giving or making of such notice, payment or report to the other Partners and Assignees. Any notice to the Partnership shall be deemed given if received by the General Partner at the principal office of the Partnership designated pursuant to Section 2.3. The General Partner may rely and shall be protected in relying on any notice or other document from a Partner, Assignee or other Person if believed by it to be genuine.

     Section 16.2 Further Action . The parties shall execute and deliver all documents, provide all information and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement.

     Section 16.3 Binding Effect . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives and permitted assigns.

     Section 16.4 Integration . This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

     Section 16.5 Creditors . None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Partnership.

     Section 16.6 Waiver . No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach of any other covenant, duty, agreement or condition.

     Section 16.7 Counterparts . This Agreement may be executed in counterparts, all of which together shall constitute an agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. Each party shall become bound by this Agreement immediately upon affixing its signature hereto or, in the case of a Person acquiring a Unit, upon accepting the certificate evidencing such Unit, or executing and delivering either a Transfer Application as herein described or any other document satisfactory to the General Partner evidencing such party’s agreement to comply with and be bound by this Agreement, independently of the signature of any other party.

     Section 16.8 Applicable Law . This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law.

     Section 16.9 Invalidity of Provisions . If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.

     Section 16.10 Consent of Partners . Each Partner hereby expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote or consent of less than all of the Partners, such action may be so taken upon the concurrence of less than all of the Partners and each Partner shall be bound by the results of such action.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

EXHIBIT A
to the Second Amended and
Restated Agreement of Limited Partnership of
Martin Midstream Partners L.P.
Certificate Evidencing Common Units
Representing Limited Partner Interests in
Martin Midstream Partners L.P.

No.		Common Units

     In accordance with Section 4.1 of the Second Amended and Restated Agreement of Limited Partnership of Martin Midstream Partners L.P., as amended, supplemented or restated from time to time (the “ Partnership Agreement ”), Martin Midstream Partners L.P., a Delaware limited partnership (the “ Partnership ”), hereby certifies that                                           (the “ Holder ”) is the registered owner of Common Units representing limited partner interests in the Partnership (the “ Common Units ”) transferable on the books of the Partnership, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed and accompanied by a properly executed application for transfer of the Common Units represented by this Certificate. The rights, preferences and limitations of the Common Units are set forth in, and this Certificate and the Common Units represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Partnership Agreement. Copies of the Partnership Agreement are on file at, and will be furnished without charge on delivery of written request to the Partnership at, the principal office of the Partnership located at 4200 Stone Road, Kilgore, Texas 75662. Capitalized terms used herein but not defined shall have the meanings given them in the Partnership Agreement.

     The Holder, by accepting this Certificate, is deemed to have (i) requested admission as, and agreed to become, a Limited Partner and to have agreed to comply with and be bound by and to have executed the Partnership Agreement, (ii) represented and warranted that the Holder has all right, power and authority and, if an individual, the capacity necessary to enter into the Partnership Agreement, (iii) granted the powers of attorney provided for in the Partnership Agreement and (iv) made the waivers and given the consents and approvals contained in the Partnership Agreement.

     This Certificate shall not be valid for any purpose unless it has been countersigned and registered by the Transfer Agent and Registrar.

Dated:						Martin Midstream Partners L.P.
Countersigned and Registered by:						By:		Martin Midstream GP LLC, its General Partner
						By:
as Transfer Agent and Registrar						Name:
By:						By:
		Authorized Signature						Secretary

[Reverse of Certificate]

ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as follows according to applicable laws or regulations:

TEN COM -		as tenants in common		UNIF GIFT/TRANSFERS MIN ACT
TEN ENT -		as tenants by the entireties		Custodian
				(Cust)                                       (Minor)
JT TEN -		as joint tenants with right of survivorship and not as tenants in common		under Uniform Gifts/Transfers to CD Minors Act (State)

     Additional abbreviations, though not in the above list, may also be used.

ASSIGNMENT OF COMMON UNITS
in
MARTIN MIDSTREAM PARTNERS L.P.
IMPORTANT NOTICE REGARDING INVESTOR RESPONSIBILITIES
DUE TO TAX SHELTER STATUS OF
MARTIN MIDSTREAM PARTNERS L.P.

     You have acquired an interest in Martin Midstream Partners L.P., 4200 Stone Road, Kilgore, Texas 75662, whose taxpayer identification number is 05-0527861. The Internal Revenue Service has issued Martin Midstream Partners L.P. the following tax shelter registration number:                                           .

     YOU MUST REPORT THIS REGISTRATION NUMBER TO THE INTERNAL REVENUE SERVICE IF YOU CLAIM ANY DEDUCTION, LOSS, CREDIT OR OTHER TAX BENEFIT OR REPORT ANY INCOME BY REASON OF YOUR INVESTMENT IN MARTIN MIDSTREAM PARTNERS L.P.

     You must report the registration number as well as the name and taxpayer identification number of Martin Midstream Partners L.P. on Form 8271. FORM 8271 MUST BE ATTACHED TO THE RETURN ON WHICH YOU CLAIM THE DEDUCTION, LOSS, CREDIT OR OTHER TAX BENEFIT OR REPORT ANY INCOME BY REASON OF YOUR INVESTMENT IN MARTIN MIDSTREAM PARTNERS L.P.

     If you transfer your interest in Martin Midstream Partners L.P. to another person, you are required by the Internal Revenue Service to keep a list containing (a) that person’s name, address and taxpayer identification number, (b) the date on which you transferred the interest and (c) the name, address and tax shelter registration number of Martin Midstream Partners L.P. If you do not want to keep such a list, you must (1) send the information specified above to the Partnership, which will keep the list for this tax shelter, and (2) give a copy of this notice to the person to whom you transfer your interest. Your failure to comply with any of the above-described responsibilities could result in the imposition of a penalty under Section 6707(b) or

6708(a) of the Internal Revenue Code of 1986, as amended, unless such failure is shown to be due to reasonable cause.

                     Common Units representing limited partner interests evidenced by this Certificate, subject to the Partnership Agreement, and does hereby irrevocably constitute and appoint                      as its attorney-in-fact with full power of substitution to transfer the same on the books of Martin Midstream Partners L.P.

     No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer and an Application for Transfer of Common Units has been executed by a transferee either (a) on the form set forth below or (b) on a separate application that the Partnership will furnish on request without charge. A transferor of the Common Units shall have no duty to the transferee with respect to execution of the transfer application in order for such transferee to obtain registration of the transfer of the Common Units.

APPLICATION FOR TRANSFER OF COMMON UNITS

     The undersigned (“ Assignee ”) hereby applies for transfer to the name of the Assignee of the Common Units evidenced hereby.

     The Assignee (a) requests admission as a Substituted Limited Partner and agrees to comply with and be bound by, and hereby executes, the First Amended and Restated Agreement of Limited Partnership of Martin Midstream Partners L.P. (the “ Partnership ”), as amended, supplemented or restated to the date hereof (the “ Partnership Agreement ”), (b) represents and warrants that the Assignee has all right, power and authority and, if an individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints the General Partner of the Partnership and, if a Liquidator shall be appointed, the Liquidator of the Partnership as the Assignee’s attorney-in-fact to execute, swear to, acknowledge and file any document, including, without limitation, the Partnership Agreement and any amendment thereto and the Certificate of Limited Partnership of the Partnership and any amendment thereto, necessary or appropriate for the Assignee’s admission as a Substituted Limited Partner and as a party to the Partnership Agreement, (d) gives the powers of attorney provided for in the Partnership Agreement, and (e) makes the waivers and gives the consents and approvals contained in the Partnership Agreement. Capitalized terms not defined herein have the meanings assigned to such terms in the Partnership Agreement.

Date:                     

Social Security or other identifying number		Signature of Assignee
Purchase Price including commissions, if any		Name and Address of Assignee

Type of Entity (check one):

o

Individual

o

Partnership

o

Corporation

o

Trust

o

Other (specify)

Nationality (check one):

		o		U.S. Citizen, Resident or Domestic Entity
		o		Foreign Corporation		o		Non-resident Alien

     If the U.S. Citizen, Resident or Domestic Entity box is checked, the following certification must be completed.

     Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the “ Code ”), the Partnership must withhold tax with respect to certain transfers of property if a holder of an interest in the Partnership is a foreign person. To inform the Partnership that no withholding is

required with respect to the undersigned interestholder’s interest in it, the undersigned hereby certifies the following (or, if applicable, certifies the following on behalf of the interestholder).

Complete Either A or B:

A.

Individual Interestholder

	1.		I am not a non-resident alien for purposes of U.S. income taxation.
	2.		My U.S. taxpayer identification number (Social Security Number) is                      .
	3.		My home address is                                                                                                            .

B.

Partnership, Corporation or Other Interestholder

	1.		(Name of Interestholder) is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Code and Treasury Regulations).
	2.		The interestholder’s U.S. employer identification number is                      .
	3.		The interestholder’s office address and place of incorporation (if applicable) is                      .

     The interestholder agrees to notify the Partnership within sixty (60) days of the date the interestholder becomes a foreign person.

     The interestholder understands that this certificate may be disclosed to the Internal Revenue Service by the Partnership and that any false statement contained herein could be punishable by fine, imprisonment or both.

     Under penalties of perjury, I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete and, if applicable, I further declare that I have authority to sign this document on behalf of:

Name of Interestholder

Signature and Date

Title (if applicable)

     Note: If the Assignee is a broker, dealer, bank, trust company, clearing corporation, other nominee holder or an agent of any of the foregoing, and is holding for the account of any other person, this application should be completed by an officer thereof or, in the case of a broker or dealer, by a registered representative who is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc., or, in the case of any other nominee holder, a person performing a similar function. If the Assignee is a broker,

dealer, bank, trust company, clearing corporation, other nominee owner or an agent of any of the foregoing, the above certification as to any person for whom the Assignee will hold the Common Units shall be made to the best of the Assignee’s knowledge.