(5)	ACQUISITIONS

Redbird Gas Storage

On May 31, 2011, the Partnership acquired all of the Class B equity interests in Redbird for approximately $59,319. This amount was recorded as an investment in an unconsolidated entity. Redbird, a subsidiary of Martin Resource Management, is a natural gas storage joint venture formed to invest in Cardinal. Cardinal is a joint venture between Redbird and Energy Capital Partners that is focused on the development, construction, operation and management of natural gas storage facilities across North America. In addition to owning all of the Class B equity interests of Redbird, the Partnership also owns 2.07% of the Class A equity interests of Redbird at December 31, 2011. Redbird owns an unconsolidated 40.08% interest in Cardinal. Concurrent with the closing of this transaction, Cardinal acquired all of the outstanding equity interests in Monroe Gas Storage Company, LLC (“Monroe”) as well as an option on development rights to an adjacent depleted reservoir facility. This acquisition was funded by borrowings under the Partnership's revolving credit facility.

Terminalling Facilities

On January 31, 2011, the Partnership acquired 13 shore-based marine terminalling facilities, one specialty terminalling facility and certain terminalling related assets from Martin Resource Management for $36,500. These assets are located across the Louisiana Gulf Coast. This acquisition was funded by borrowings under the Partnership's revolving credit facility.

These terminalling assets were acquired by Martin Resource Management in its acquisition of L&L Holdings LLC (“L&L”) on January 31, 2011. During the second quarter, Martin Resource Management finalized the purchase price allocation for the acquisition of L&L, including the final determination of the fair value of the terminalling assets acquired by the Partnership. The Partnership recorded an adjustment in the amount of $19,685 to reduce property, plant and equipment and partners' capital for the difference between the purchase price and the fair value of the terminalling assets acquired based on Martin Resource Management's final purchase price allocation. The impact on first quarter depreciation expense as a result of the finalization of the purchase price allocation is accounted for retrospectively and was a reduction of $241.

On August 26, 2010, the Partnership acquired certain shore-based marine terminalling assets from Martin Resource Management for $11,700. The net book value of the acquired assets was $7,331 and was recorded in property, plant and equipment. The remaining $4,395 was recorded as a reduction of partners' capital. These assets are located in Theodore, Alabama and Pascagoula, Mississippi.

Marine Equipment

On December 22, 2010, the Partnership acquired a 60,000 bbl offshore tank barge from Martin Resource Management for a total purchase price of $17,000. The Partnership paid cash in the amount of $9,600 and assumed a note payable to a third party for $7,400. The net book value of the acquired assets was $16,805 and was recorded in property, plant, and equipment. The remaining $195 was recorded as a distribution to Martin Resource Management.

Darco Gathering System

On November 1, 2010, the Partnership, through its wholly owned subsidiary, Prism Gas, acquired approximately 20 miles of natural gas gathering pipeline and various equipment located in Harrison County, Texas. The final purchase price of approximately $25,015 was funded by borrowings under the Partnership's revolving credit facility.

The purchase price including other intangibles reflected as other assets was allocated as follows:

Property, plant and equipment		9,925
Other assets		15,090
	$	25,015

The identifiable intangible asset of $15,090 is a life of lease contract with an active producer in the Haynesville Shale and Cotton Valley sand. The contract is subject to amortization over an approximate useful life of 20 years.

Harrison Gathering System

On January 15, 2010, the Partnership, through Prism Gas Systems I, L.P. (“Prism Gas”), as 50% owner and the operator of Waskom Gas Processing Company (“Waskom”), through Waskom's wholly-owned subsidiary Waskom Midstream LLC, acquired from Crosstex North Texas Gathering, L.P., a 100% interest in approximately 62 miles of gathering pipeline, two 35 MMcfd dew point control plants and equipment referred to as the Harrison Gathering System. The Partnership's share of the acquisition cost was approximately $20,000 and was recorded as an investment in an unconsolidated entity.