EXHIBIT 10.1

THIRD AMENDMENT TO THIRD AMENDED

AND RESTATED CREDIT AGREEMENT

This Third AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “ Third Amendment ”), dated as of June 27, 2014 (the “ Third Amendment Effective Date ”), is among MARTIN OPERATING PARTNERSHIP L.P., a Delaware limited partnership, as borrower (the “ Borrower ”), MARTIN MIDSTREAM PARTNERS L.P., a Delaware limited partnership (the “ MLP ”), the Lenders (as defined below) party hereto, and ROYAL BANK OF CANADA, as administrative agent (the “ Administrative Agent ”) and collateral agent for the Lenders and as L/C Issuer and a Lender.

WHEREAS, the Borrower, the MLP, the Administrative Agent, and the lenders party thereto (the “ Lenders ”) are parties to that certain Third Amended and Restated Credit Agreement dated as of March 28, 2013 (as amended by that certain First Amendment to Third Amended and Restated Credit Agreement dated as of July 12, 2013, that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of May 5, 2014, and as may be further renewed, extended, amended, restated or modified from time to time, the “ Credit Agreement ”);

WHEREAS, the Borrower and the Administrative Agent have requested that BNP Paribas, Goldman Sachs Bank USA, Société Générale, Morgan Stanley Bank, N.A. and PNC Bank, National Association (each a “ New Lender ” and collectively the “ New Lenders ”) become a Lender under the Credit Agreement with a Commitment in the amount as shown for each New Lender on Annex I attached hereto;

WHEREAS, the Borrower has notified the Administrative Agent that the Borrower desires to increase the aggregate commitments under the Credit Agreement to $900,000,000 (the “ Facility Increase ”);

WHEREAS, the Borrower has requested that the Administrative Agent and Lenders (as amended hereby) amend the Credit Agreement in connection with the Facility Increase to reflect the changes set forth below; and

WHEREAS, the Administrative Agent and Lenders have agreed to such request, subject to the terms and conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Definitions . Unless otherwise defined in this Third Amendment, terms used in this Third Amendment that are defined in the Credit Agreement shall have the meanings assigned to such terms in the Credit Agreement (as amended by this Third Amendment). The interpretive provisions set forth in Section 1.02 of the Credit Agreement shall apply to this Third Amendment.

SECTION 2. New Lenders . Each New Lender hereby joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the Credit Agreement as a Lender thereunder and under each and every other Loan Document to which any Lender is required to be bound by the Credit Agreement, to the same extent as if such New Lender were an original signatory thereto. Each New Lender hereby appoints and authorizes the Administrative Agent to take such action as the Administrative Agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. Each New Lender represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Third Amendment, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (b) it has received a copy of the Credit Agreement and copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Third Amendment and to become a Lender on the basis of which it has made such analysis and decision independently and without reliance on the Administrative

Agent or any other Lender, and (c) from and after the Third Amendment Effective Date, it shall be a party to and be bound by the provisions of the Credit Agreement and the other Loan Documents and have the rights and obligations of a Lender thereunder. Upon the Third Amendment Effective Date, (a) each Lender who holds Loans in an aggregate amount less than its Pro Rata Share (after giving effect to this Third Amendment) of all Loans shall advance new Loans which shall be disbursed to the Administrative Agent and used to repay Loans outstanding to each Lender who holds Loans in an aggregate amount greater than its Pro Rata Share of all Loans, (b) each Lender’s participation in each Letter of Credit shall be automatically adjusted to equal its Pro Rata Share (after giving effect to this Third Amendment), and (c) such other adjustments shall be made as the Administrative Agent shall specify so that each Lender’s Outstanding Amount of all Committed Loans and all L/C Obligations equals such Lender’s Pro Rata Share (after giving effect to this Third Amendment) of the aggregate Outstanding Amount of all Committed Loans and all L/C Obligations of all of the Lenders.

SECTION 3. Amendment to Credit Agreement . In reliance on the representations, warranties, covenants and agreements contained in this Third Amendment, but subject to the satisfaction of each condition precedent set forth in Section 4 hereof, the Credit Agreement shall be amended effective as of the Third Amendment Effective Date in the manner provided in this Section 3 .

(i)      The definitions of “Aggregate Committed Sum”, “Consolidated Net Income” and “Loan Documents” shall be amended and restated in their entirety as follows:

“ Aggregate Committed Sum ” means, on any date of determination, the sum of all Committed Sums then in effect for all Lenders in respect of the Facility (as the same may have been increased, reduced or canceled as provided in the Loan Documents). The Aggregate Committed Sum on the Third Amendment Effective Date is $900,000,000.

“ Consolidated Net Income ” means, for any period, for the MLP, the Borrower and the Restricted Subsidiaries on a consolidated basis, the net income or net loss of the MLP, the Borrower and the Restricted Subsidiaries from continuing operations, provided, that there shall be excluded from such net income (to the extent otherwise included therein) (a) the income (or loss) of any entity other than a Restricted Subsidiary in which the MLP, the Borrower or any Restricted Subsidiary has an ownership interest, except to the extent that any such income has been actually received by the MLP, the Borrower or such Restricted Subsidiary in the form of cash dividends or similar cash distributions; provided that the total amount of such income (other than such income actually received from West Texas LPG) that shall be included in the calculation of Consolidated Net Income shall be limited to an amount equal to 25% of Consolidated EBITDA (determined without including Material Project EBITDA Adjustments) for such period, (b) net extraordinary gains and losses (other than, in the case of losses, losses resulting from charges against net income to establish or increase reserves for potential environmental liabilities and reserves for exposure under rate cases), (c) any gains or losses attributable to non-cash write-ups or write-downs of assets, (d) proceeds of any insurance on property, plant or equipment other than business interruption insurance, (e) any gain or loss, net of taxes, on the sale, retirement or other disposition of assets (including the capital stock or other equity ownership of any other person, but excluding the sale of inventories in the ordinary course of business), and (f) the cumulative effect of a change in accounting principles.

“ Loan Documents ” means this Agreement, the First Amendment, the Second Amendment, the Third Amendment, each Note, the Master Consent to Assignment, each of the Collateral Documents, the Agent/Arranger Fee Letters, the Engagement Letter, each Committed Loan Notice, each Compliance Certificate, the Guaranties, each Letter of Credit

Application and each other agreement, document or instrument executed and delivered by a Loan Party from time to time in connection with this Agreement and the Notes.

(ii)      Clause (y) of the definition of “Material Project EBITDA Adjustment” shall be amended and restated in its entirety to read as follows:

(y)      the aggregate amount of all Material Project EBITDA Adjustments during any period shall be limited to 20% of Consolidated EBITDA (determined without including Material Project EBITDA Adjustments) for such period.

“ Acquisition Step-up Election ” shall have the meaning set forth in Section 7.14(b) .

“ Consolidated Net Tangible Assets ” means, for any date of determination, the total amount of consolidated assets of the MLP, the Borrower and the Restricted Subsidiaries after deducting therefrom: (a) all current liabilities (excluding (i) any current liabilities that by their terms are extendable or renewable at the option of the obligor thereon to a time more than 12 months after the time as of which the amount thereof is being computed, and (ii) current maturities of long-term debt); and (b) the value (net of any applicable reserves) of all goodwill, trade names, trademarks, patents and other intangible assets, all as set forth, or on a pro forma basis would be set forth, on the consolidated balance sheet of the MLP, the Borrower and the Restricted Subsidiaries for the most recently completed fiscal quarter, prepared in accordance with GAAP.

“ OFAC ” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“ Sanctions ” means any economic or trade sanctions or restrictive measures enacted, administered, imposed or enforced by OFAC, the U.S. Department of State or the United Nations Security Council.

“ Third Amendment ” means that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of June 27, 2014 by and among the Borrower, MLP, the other Loan Parties party thereto, the Lenders party thereto, the Administrative Agent and the Collateral Agent.

“ Third Amendment Effective Date ” means June 27, 2014.

(a) No Loan Party, none of their respective Subsidiaries or, to the knowledge of the Borrower, any director, officer, controlled Affiliate, agent or employee of such Loan Party or any of its Subsidiaries that will act in any capacity in connection with or benefit from the credit facility established hereby, is an individual or entity that (i) is a person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of

September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) engages in any dealings or transactions prohibited by Section 2 of such executive order, or is otherwise associated with any such person in any manner violative of Section 2, (iii) is a person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other OFAC regulation or executive order or (iv) is, or is owned or controlled by Persons that are, the subject of any Sanctions or located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions broadly prohibiting dealings with such government, country, or territory.

Use the proceeds of the Facility (a) to finance Investments, Acquisitions, Restricted Payments, Capital Expenditures and the prepayment of Indebtedness, in each case not otherwise prohibited by this Agreement and subject to compliance with this Agreement, including Section 7.02, Section 7.07 and Section 7.09 , (b) for working capital and other general partnership and corporate purposes of the Borrower, the MLP and the Borrower’s Restricted Subsidiaries, including without limitation, payments to Martin Resource pursuant to the Omnibus Agreement for reimbursement of expenses and corporate overhead, and (c) to pay fees, costs and expenses associated with this Agreement.

(viii) Investments by the Borrower and its Restricted Subsidiaries in Permitted Joint Ventures, provided, that:

(A) the Loan Parties shall be in pro forma compliance with the covenants set forth in this Section 7.02 and Section 7.14 at the time that such Investment is made and after giving effect thereto;

(B) after giving pro forma effect to such Investment and the Liens to be granted in connection therewith, the book value of Collateral in which the Collateral Agent has a Lien pursuant to the Loan Documents shall not be less than 50% of the book value of the total assets of the MLP, the Borrower and their Subsidiaries (calculated on a pro forma basis based on the book value as of the close of the most recent fiscal quarter and taking into account on a pro forma basis all Investments made since such quarter-end);

(C) the aggregate outstanding amount of Investments made on or after the Closing Date in Permitted Joint Ventures (other than Cardinal and West Texas LPG) shall not exceed the greater of (x) twenty percent (20%) of the Consolidated Net Tangible Assets of the MLP, the Borrower and their Subsidiaries and (y) $200,000,000 (as such amount may be increased on a dollar-for-dollar basis by Returned Capital with respect to any such Investment); provided that, (I) the Borrower or the applicable Loan Party shall have pledged its equity interests in West Texas LPG to the Collateral Agent in accordance with Section 6.16 ; and (II) with respect to any Investment in a Permitted Joint Venture (other than the Initial WTP Investment), at the time that such Investment is made and after giving effect thereto, the Aggregate Committed Sum then in effect less the aggregate Outstanding Amount of all Committed Loans and L/C Obligations shall be equal to or greater than $50,000,000; and

(D) with respect to any Investment in an amount in excess of $25,000,000, the Borrower shall deliver to the Administrative Agent at the time such Investment is made

a certificate demonstrating compliance with this Section 7.02(a)(viii) and Section 7.02(b) ; and

(a) Use the proceeds of any Loan for purposes other than those permitted by Section 6.12 , (b) use the proceeds of any Loan, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the Board) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose, or (c) use the proceeds of any Loan (i) to fund any activities or business of any Person that, at the time of such funding, is, the subject of Sanctions or located, organized or a resident in a country or territory that is, or whose government is, the subject of Sanctions or (ii) in any other manner that, to the Borrower’s knowledge, would result in a violation of Sanctions by any Lender, L/C Issuer, Arranger, Administrative Agent or Collateral Agent.

(b)      Leverage Ratio .      Permit the Leverage Ratio as of the end of any fiscal quarter to be greater than 5.25 to 1.00, except that the Borrower may elect a maximum Leverage Ratio of 5.50 to 1.00 for the last day of the fiscal quarter in which an Acquisition or an acquisition of the equity interests of one or more new Restricted Subsidiaries has occurred and for the two fiscal quarters immediately following such acquisition (the “ Acquisition Step-up Election ”); provided that (i) such acquisition shall have a purchase price of at least $50,000,000, (ii) any Restricted Subsidiary acquired in connection with such acquisition shall remain designated as a Restricted Subsidiary at all times during the effectiveness of the Acquisition Step-up Election and (iii) after the conclusion of the applicable time period for any Acquisition Step-up Election, the Borrower must wait at least one full fiscal quarter before making another Acquisition Step-up Election.

Section 7.16 Certain Payments of Indebtedness. Voluntarily prepay (whether by redemption, purchase, retirement, defeasance, set-off or otherwise), prior to the stated maturity thereof, the principal amount of any Indebtedness permitted by Section 7.04(d) unless (a) no Default shall exist or would occur immediately after giving effect to such payment and (b) such Indebtedness is repaid solely with funds attributable to the proceeds of other Indebtedness permitted by such Section 7.04(d) or an equity issuance by the MLP, in either case received by a Loan Party no earlier than 90 days prior to the date of such repayment.

(iii)      reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, provided, however , that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate, and provided, further , that any amendment to the financial covenant definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (iii) .

(v)      change Section 2.03(e) , Section 2.05 , Section 2.11 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;

(g)      Notwithstanding the foregoing, the Administrative Agent and the Borrower may amend this Agreement or any other Loan Document without the consent of the Lenders in order to correct, amend or cure any ambiguity, inconsistency or defect or correct any typographical error or other manifest error in any Loan Document.

SECTION 4. Conditions of Effectiveness . This Third Amendment shall not be effective until the date each of the following conditions precedent has been satisfied:

(i) the Administrative Agent has received a certificate signed by a Responsible Officer of the Borrower certifying that (i) the representations and warranties contained in Article V of the Credit Agreement are true and correct in all material respects on and as of such date (unless such representations and warranties specifically refer to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (ii) no Default or Event of Default has occurred and is continuing under the Credit Agreement as of such date, (iii) since December 31, 2013, there

has been no event or circumstance that has or could reasonably be expected to have a Material Adverse Effect, (iv) there is no litigation, investigation or proceeding known to and affecting the Borrower or any affiliate for which the Borrower is required to give notice under the Credit Agreement, and (v) no action, suit, investigation or proceeding is pending or, to the knowledge of such officer, threatened in any court or before any arbitrator or Governmental Authority by or against the Borrower, any Guarantor, the MLP’s general partner, or any of their respective properties that could reasonably be expected to have a Material Adverse Effect;

SECTION 5. Representations and Warranties . In order to induce the Administrative Agent and the Lenders to enter into this Third Amendment, each Loan Party represents and warrants to the Administrative Agent and to each Lender that:

SECTION 6. Effect of Amendment .

SECTION 7. Post-Closing Deliverables . On or prior to the date that is sixty (60) days following the Third Amendment Effective Date (as such date may be extended by the Administrative Agent in writing in its sole discretion), the Borrower shall deliver to the administrative agent (a) title endorsements with respect to the mortgaged properties subject to existing title policies as of the Third Amendment Effective Date and (b) new title policies for any new properties mortgaged on the Third Amendment Effective Date, in each case to the extent such title endorsements or new title policies are reasonably requested by the Administrative Agent.

SECTION 8. Miscellaneous . This Third Amendment shall for all purposes be construed in accordance with and governed by the laws of the State of New York and applicable federal law. The captions in this Third Amendment are for convenience of reference only and shall not define or limit the provisions hereof. This Third Amendment may be executed in separate counterparts, each of which when so executed and delivered shall be an original, but all of which together shall constitute one instrument. In proving this Third Amendment, it shall not be necessary to produce or account for more than one such counterpart. Delivery of an executed counterpart of this Third Amendment by telecopier or other electronic means shall be effective as delivery of a manually executed counterpart of this Third Amendment.

SECTION 9. Entire Agreement . THE CREDIT AGREEMENT (AS AMENDED BY THIS THIRD AMENDMENT) AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Remainder of Page Intentionally Blank.

Signature Pages to Follow.

IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed and delivered by their proper and duly authorized officers as of the date and year first above written.

MARTIN OPERATING PARTNERSHIP L.P.,

a Delaware limited partnership,

as Borrower

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/ Robert D. Bondurant                 

Robert D. Bondurant

Executive Vice President and Chief

Financial Officer

MARTIN MIDSTREAM PARTNERS L.P.,

a Delaware limited partnership,

as a Guarantor

By:      MARTIN MIDSTREAM GP LLC,

its General Partner

By:      /s/ Robert D. Bondurant             

Robert D. Bondurant

Executive Vice President and Chief

Financial Officer

MARTIN OPERATING GP LLC,

a Delaware limited liability company,

as a Guarantor

By:      MARTIN MIDSTREAM PARTNERS L.P.,

its Sole Member

By:      MARTIN MIDSTREAM GP LLC,

its General Partner

By:      /s/ Robert D. Bondurant             

Robert D. Bondurant

Executive Vice President and Chief

Financial Officer

MARTIN MIDSTREAM FINANCE CORP.,

a Delaware corporation,

as a Guarantor

By:      /s/ Robert D. Bondurant             

Robert D. Bondurant

Executive Vice President and Chief Financial Officer

REDBIRD GAS STORAGE LLC,

a Delaware limited liability company,

as a Guarantor

    

By:      /s/ Robert D. Bondurant             

Robert D. Bondurant

Executive Vice President and Chief Financial Officer

MOP MIDSTREAM HOLDINGS LLC,

a Delaware limited liability company,

as a Guarantor

    

By:      /s/ Robert D. Bondurant             

Robert D. Bondurant

Executive Vice President and Chief Financial Officer

TALEN’S MARINE & FUEL, LLC,

a Louisiana limited liability company,

as a Guarantor

By:      /s/ Robert D. Bondurant             

Robert D. Bondurant

Executive Vice President and Chief Financial Officer

ROYAL BANK OF CANADA,

as Administrative Agent and Collateral Agent

By:      /s/ Rodica Dutka             

Name: Rodica Dutka

Title: Manager, Agency

ROYAL BANK OF CANADA,

as a Lender and as L/C Issuer

By:      /s/ Jason S. York             

Jason S. York

Authorized Signatory

Wells Fargo Bank, N.A.,

as a Lender

By:      /s/ Andrew Ostrov             

Name: Andrew Ostrov

Title: Director

REGIONS BANK,

as a Lender

By:      /s/ David Valentine             

Name: David Valentine

Title: Vice President

 

ABN AMRO CAPITAL USA LLC,

as a Lender

    

By:      /s/ Darrell Holley             

Name: Darrell Holley

Title: Managing Director

By:      /s/ Casey Lowary             

Name: Casey Lowary

Title: Executive Director

BANK OF AMERICA, N.A.,

as a Lender

By:      /s/ Julie Castano             

Name: Julie Castano

Title: Senior Vice President

COMPASS BANK,

as a Lender

By:      /s/ Jay S. Tweed         

Name: Jay S. Tweed

Title: Senior Vice President

SUNTRUST BANK,

as a Lender

By:      /s/ Carmen Malizia             

Name: Carmen Malizia

Title: Director

CADENCE BANK, N.A.,

as a Lender

By:      /s/ David Anderson             

Name: David Anderson

Title: Vice President

CITIBANK, N.A.,

as a Lender

By:      /s/ Daniel A. Davis             

Name: Daniel A. Davis

Title: SVP

COMERICA BANK,

as a Lender

By:      /s/ Brian Enzler             

Name: Brian Enzler

Title: Senior Vice President

NATIXIS,

as a Lender

By:      /s/ Jarrett Price         

Name: Jarrett Price

Title: Vice President

By:      /s/ Stuart Murray         

Name: Stuart Murray

Title: Managing Director

SUMITOMO MITSUI BANKING CORPORATION ,

as a Lender

By:      /s/ James D. Weinstein         

Name: James D. Weinstein

Title: Managing Director

BRANCH BANKING AND TRUST COMPANY,

as a Lender

By:      /s/ Devon J. Lane             

Name: Devon J. Lane

Title: Vice President

CAPITAL ONE, NATIONAL ASSOCIATION

as a Lender

By:      /s/ Juan Trejo                 

Name:      Juan Trejo

Title:      Vice President

CIT FINANCE LLC,

as a Lender

By:      /s/ Stewart McLeod             

Name: Stewart McLeod

Title: Director

ONEWEST BANK, N.A.,

as a Lender

By:      /s/ Sean Murphy             

Name: Sean Murphy

Title: Executive Vice President

RAYMOND JAMES BANK, N.A.,

as a Lender

By:      /s/ Scott G. Axelrod             

Name: Scott G. Axelrod

Title: Vice President

SANTANDER bank, N.A.,

as a Lender

By:      /s/ Aidan Lanigan             

Name: Aidan Lanigan

Title: Senior Vice President

By:      /s/ Puiki Lok                 

Name: Puiki Lok

Title: Vice President

WHITNEY BANK,

as a Lender

By:      /s/ Parker U. Mears             

Name: Parker U. Mears

Title: Vice President

DEUTSCHE BANK AG NEW YORK BRANCH,

as a Lender

By:      /s/ Chris Chapman             

Name: Chris Chapman

Title: Director

By:      /s/ Vanuza Pereira-Bravo         

Name: Vanuza Pereira-Bravo

Title: AVP

BNP PARIBAS,

as a Lender

By:      /s/ Keith Cox                 

Name: Keith Cox

Title: Managing Director

By:      /s/ Christine Dirringer             

Name: Christine Dirringer

Title: Managing Director

GOLDMAN SACHS Bank USA,

as a Lender

By:      /s/ Mark Walton             

Name: Mark Walton

Title: Authorized Signatory

Société Générale ,

as a Lender

By:      /s/ Michiel van der Voort         

Name: Michiel van der Voort

Title: Managing Director

MORGAN STANLEY BANK, N.A.,

as a Lender

By:      /s/ Sherrese Clarke             

Name: Sherrese Clarke

Title: Authorized Signatory

PNC BANK, NATIONAL ASSOCIATION,

as a Lender

By:      /s/ Jonathan Luchansky         

Name: Jonathan Luchansky

Title: Assistant Vice President

Annex II

Form of Compliance Certificate

[See attached]

COMPLIANCE CERTIFICATE

(Pursuant to Section 6.02 of the Credit Agreement)

Financial Statement Date: ___________, ____

To:      Royal Bank of Canada, as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Third Amended and Restated Credit Agreement dated as of March 28, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “ Credit Agreement ”; the terms defined therein being used herein as therein defined), among Martin Operating Partnership L.P., a Delaware limited partnership (the “ Borrower ”), Martin Midstream Partners L.P., a Delaware limited partnership (the “ MLP ”), Royal Bank of Canada, as Administrative Agent and Collateral Agent, and the Lenders from time to time party thereto. Capitalized terms used herein but not defined herein shall have the meanings set forth in the Credit Agreement.

The undersigned Responsible Officer hereby certifies as of the date hereof that he is the __________________________ of the MLP General Partner, and that, as such, he is authorized to execute and deliver this Compliance Certificate (this “ Certificate ”) to the Administrative Agent on the behalf of the MLP and the Borrower, and that:

[Use the following for fiscal year-end financial statements]

Attached hereto as Schedule 1 are the year-end audited consolidated financial statements of the MLP and its Subsidiaries required by Section 6.01(a) of the Credit Agreement for the fiscal year of the MLP ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.

[Use the following for fiscal quarter-end financial statements]

Attached hereto as Schedule 1 are the unaudited consolidated financial statements of the MLP and its Subsidiaries required by Section 6.01(b) of the Credit Agreement for the fiscal quarter of the MLP ended as of the above date, together with a certificate of a Responsible Officer of the MLP stating that such financial statements fairly present the financial condition, results of operations and cash flows of the MLP and each of its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.

[Use the following for both fiscal year-end and quarter-end financial statements]

1.      The undersigned has reviewed and is familiar with the terms of the Credit Agreement and has made, or has caused to be made under his supervision, a detailed review of the transactions and condition (financial or otherwise) of the MLP and the Borrower during the accounting period covered by the attached financial statements.

2.      A review of the activities of the MLP and the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the MLP and the Borrower performed and observed all of their respective Obligations under the Loan Documents, and no Default or Event of Default has occurred and is continuing, except as follows (list of each such Default or Event of Default and include the information required by Section 6.03 of the Credit Agreement):

3.      The covenant analyses and information set forth on Schedule 2 attached hereto are true and accurate on and as of the date of this Certificate.

4.      Each of the MLP, the Borrower and the Restricted Subsidiaries are in compliance with the notice and reporting obligations under Section 6(d) of the Security Agreements executed by each of the MLP, the Borrower and the Restricted Subsidiaries.

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of ______________, ________.

MARTIN OPERATING PARTNERSHIP L.P.,

a Delaware limited partnership, as Borrower

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:                     

Name:                 

Title:                 

MARTIN MIDSTREAM PARTNERS L.P.,

a Delaware limited partnership

    

By:      MARTIN MIDSTREAM GP LLC,

its General Partner

By:                     

Name:                 

Title: