exv10w3





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