exv10w4





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



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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:



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          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.



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     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	 	 






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