EXHIBIT 10.1

EXECUTION COPY

MARTIN OPERATING PARTNERSHIP L.P.,
as the Borrower,

MARTIN MIDSTREAM PARTNERS L.P.,
as a Guarantor

ROYAL BANK OF CANADA,
as Administrative Agent and Collateral Agent

COMERICA BANK-TEXAS,
as Co-Agent

and

The Lenders Party Hereto

$60,000,000
CREDIT AGREEMENT

DATED AS OF NOVEMBER 6, 2002

ROYAL BANK OF CANADA,
as Lead Arranger and Book Runner

[MARTIN MIDSTREAM PARTNERS LOGO] [ROYAL BANK OF CANADA LOGO]

TABLE OF CONTENTS

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ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS.......................................................................1
         Section 1.01 Defined Terms...............................................................................1
         Section 1.02 Other Interpretive Provisions..............................................................30
         Section 1.03 Accounting Terms...........................................................................31
         Section 1.04 Rounding...................................................................................31
         Section 1.05 References to Agreements and Laws..........................................................31

ARTICLE II. THE COMMITMENTS AND BORROWINGS.......................................................................31
         Section 2.01 Revolver Loans.............................................................................31
         Section 2.02 Term Loan Facility.........................................................................32
         Section 2.03 Borrowings, Conversions and Continuations of Loans.........................................32
         Section 2.04 Prepayments................................................................................33
         Section 2.05 Reduction or Termination of Commitments....................................................36
         Section 2.06 Repayment of Loans.........................................................................37
         Section 2.07 Interest...................................................................................37
         Section 2.08 Fees.......................................................................................37
         Section 2.09 Computation of Interest and Fees...........................................................38
         Section 2.10 Evidence of Debt...........................................................................38
         Section 2.11 Payments Generally.........................................................................39
         Section 2.12 Sharing of Payments........................................................................40
         Section 2.13 Priority of Hedging Obligations............................................................41
         Section 2.14 Letters of Credit..........................................................................41
         Section 2.15 Swing Line Loans...........................................................................47

ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY..............................................................49
         Section 3.01 Taxes......................................................................................49
         Section 3.02 Illegality.................................................................................50
         Section 3.03 Inability to Determine Rates...............................................................51
         Section 3.04 Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans.....51
         Section 3.05 Funding Losses.............................................................................52
         Section 3.06 Matters Applicable to all Requests for Compensation........................................52
         Section 3.07 Survival...................................................................................52

ARTICLE IV. CONDITIONS PRECEDENT TO BORROWINGS...................................................................52
         Section 4.01 Conditions to Initial Credit Extension.....................................................52
         Section 4.02 Deadline for Conditions Effective Date.....................................................55
         Section 4.03 Conditions to all Loans and L/C Credit Extension...........................................55

ARTICLE V. REPRESENTATIONS AND WARRANTIES........................................................................56
         Section 5.01 Existence; Qualification and Power; Compliance with Laws...................................56
         Section 5.02 Authorization; No Contravention............................................................56
         Section 5.03 Governmental Authorization.................................................................57
         Section 5.04 Binding Effect.............................................................................57
         Section 5.05 Financial Statements; No Material Adverse Effect...........................................57

         Section 5.06 Litigation.................................................................................57
         Section 5.07 No Default.................................................................................57
         Section 5.08 Ownership of Property; Liens...............................................................57
         Section 5.09 Environmental Compliance...................................................................58
         Section 5.10 Insurance..................................................................................58
         Section 5.11 Taxes......................................................................................58
         Section 5.12 ERISA Compliance...........................................................................58
         Section 5.13 Subsidiaries and other Investments.........................................................59
         Section 5.14 Margin Regulations; Investment Company Act; Public Utility Holding Company Act;
                      Use of Proceeds............................................................................59
         Section 5.15 Disclosure.................................................................................59
         Section 5.16 Labor Matters..............................................................................59
         Section 5.17 Compliance with Laws.......................................................................59
         Section 5.18 Third Party Approvals......................................................................60
         Section 5.19 Solvency...................................................................................60
         Section 5.20 Collateral.................................................................................60
         Section 5.21 Concerning the Vessels.....................................................................60
         Section 5.22 Intellectual Property; Licenses, etc.......................................................61

ARTICLE VI. AFFIRMATIVE COVENANTS................................................................................61
         Section 6.01 Financial Statements.......................................................................61
         Section 6.02 Certificates; Other Information............................................................62
         Section 6.03 Notices....................................................................................63
         Section 6.04 Payment of Obligations.....................................................................63
         Section 6.05 Preservation of Existence, Etc.............................................................63
         Section 6.06 Maintenance of Assets and Business.........................................................64
         Section 6.07 Maintenance of Insurance...................................................................64
         Section 6.08 Compliance with Laws and Contractual Obligations...........................................64
         Section 6.09 Books and Records..........................................................................64
         Section 6.10 Inspection Rights..........................................................................64
         Section 6.11 Compliance with ERISA......................................................................65
         Section 6.12 Use of Proceeds............................................................................65
         Section 6.13 Material Agreements........................................................................65
         Section 6.14 Concerning the Vessels.....................................................................65
         Section 6.15 Guaranties.................................................................................66
         Section 6.16 Company Identity...........................................................................66
         Section 6.17 Vessel Mortgages...........................................................................66
         Section 6.18 Further Assurances; Additional Collateral..................................................66

ARTICLE VII. NEGATIVE COVENANTS..................................................................................67
         Section 7.01 Liens......................................................................................67
         Section 7.02 Investments and Acquisitions...............................................................69
         Section 7.03 Hedging Agreements.........................................................................70
         Section 7.04 Indebtedness...............................................................................70
         Section 7.05 Lease Obligations..........................................................................70
         Section 7.06 Fundamental Changes........................................................................70
         Section 7.07 Dispositions...............................................................................71
         Section 7.08 Restricted Payments; Distributions and Redemptions.........................................71
         Section 7.09 ERISA......................................................................................72
         Section 7.10 Nature of Business; Capital Expenditures...................................................72
         Section 7.11 Transactions with Affiliates...............................................................72

         Section 7.12 Burdensome Agreements......................................................................72
         Section 7.13 Use of Proceeds............................................................................72
         Section 7.14 Amendments to Material Agreements; Amendment to Omnibus Agreement Administrative Fee.......72
         Section 7.15 Financial Covenants........................................................................73
         Section 7.16 Capital Expenditures.......................................................................73
         Section 7.17 Subordinated Indebtedness..................................................................74

ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES.....................................................................74
         Section 8.01 Events of Default..........................................................................74
         Section 8.02 Remedies Upon Event of Default.............................................................76

ARTICLE IX. AGENTS...............................................................................................77
         Section 9.01 Appointment and Authorization of Administrative Agent and Collateral Agent;
                      Lender Hedging Agreements..................................................................77
         Section 9.02 Delegation of Duties.......................................................................78
         Section 9.03 Default; Master Consent to Assignment......................................................78
         Section 9.04 Liability of Administrative Agent..........................................................80
         Section 9.05 Reliance by Administrative Agent...........................................................80
         Section 9.06 Notice of Default..........................................................................81
         Section 9.07 Credit Decision; Disclosure of Information by Administrative Agent.........................81
         Section 9.08 Indemnification of Administrative Agent and the Collateral Agent...........................81
         Section 9.09 Administrative Agent and Collateral Agent in their Individual Capacities...................82
         Section 9.10 Successor Agents...........................................................................82
         Section 9.11 Other Agents; Lead Managers................................................................83

ARTICLE X. MISCELLANEOUS.........................................................................................83
         Section 10.01     Amendments, Release of Collateral, Etc................................................83
         Section 10.02     Notices and Other Communications; Facsimile Copies....................................85
         Section 10.03     No Waiver; Cumulative Remedies........................................................86
         Section 10.04     Attorney Costs; Expenses and Taxes....................................................86
         Section 10.05     Indemnification.......................................................................87
         Section 10.06     Payments Set Aside....................................................................88
         Section 10.07     Successors and Assigns................................................................88
         Section 10.08     Confidentiality.......................................................................90
         Section 10.09     Set-off...............................................................................91
         Section 10.10     Interest Rate Limitation..............................................................91
         Section 10.11     Counterparts..........................................................................92
         Section 10.12     Integration...........................................................................92
         Section 10.13     Survival of Representations and Warranties............................................92
         Section 10.14     Severability..........................................................................92
         Section 10.15     Foreign Lenders.......................................................................92
         Section 10.16     Governing Law.........................................................................93
         Section 10.17     Waiver of Right to Trial by Jury, Etc.................................................94
         Section 10.18     Master Consent to Assignment..........................................................94
         Section 10.19     Entire Agreement......................................................................94

         SIGNATURES.............................................................................................S-1

          1.01(a)     Description of Assumed Indebtedness
          1.01(b)     Designated Martin Shareholders
          1.01(c)     Stanolind Terminal Agreements
          2.01        Commitments
          5.13        Subsidiaries and other Equity Investments
          5.21        Vessels
          7.01        Existing Liens
          10.02       Addresses for Notices to Borrower, Guarantors,
                      Administrative Agent, and Collateral Agent

EXHIBITS

         Exhibit:     Form of:

         A-1          Committed Loan Notice
         A-2          Conversion/Continuation Notice
         B-1          Revolver Note
         B-2          Term Note
         C            Compliance Certificate pursuant to Section 6.02(a)
         D            Assignment and Assumption
         E-1          Subsidiary Guaranty
         E-2          Guaranty (MLP)
         F-1          Legal Opinion of Baker Botts L.L.P.
         F-2          Post-Closing Legal Opinion of Baker Botts L.L.P.
         G-1          Borrower Pledge and Security Agreement
         G-2          Subsidiary Pledge and Security Agreement
         G-3          MLP Pledge and Security Agreement
         H            Master Consent to Assignment
         I            Borrowing Base Certificate
         J            Swing Line Loan Notice
         K            Fleet Mortgage
         L            Leasehold Mortgage (Tampa Facility)
         M            Deed of Trust (Stanolind Terminal)

CREDIT AGREEMENT

This CREDIT AGREEMENT ("Agreement") is entered into as of November 6, 2002, among MARTIN OPERATING PARTNERSHIP L.P., a Delaware limited partnership (the "Borrower"), MARTIN MIDSTREAM PARTNERS L.P., a Delaware limited partnership (the "MLP"), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), ROYAL BANK OF CANADA, a Canadian chartered bank under and governed by the provisions of the Bank Act, being S.C. 1991, c.46, as Administrative Agent and Collateral Agent, and COMERICA BANK-TEXAS, a Texas State Bank, as Co-Agent.

The Borrower has requested that the Lenders provide a secured term loan facility and a secured revolving credit facility, and the Lenders are willing to do so on the terms and conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I.
DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01 DEFINED TERMS. As used in this Agreement, the following terms shall have the meanings set forth below:

Accounts Receivable means and includes all of the Borrower's and the Subsidiaries' now owned or hereafter acquired or arising accounts, as defined in the U.C.C., including any rights to payment for the sale or lease of goods or rendition of services, whether or not they have been earned by performance.

Acquisition means any acquisition by a Company of assets (other than equity interests and assets acquired in the ordinary course of business in connection with or incidental to its then existing businesses and operations). For the avoidance of doubt, the acquisition of Vessels shall not be considered a transaction in the ordinary course of business.

Acquisition Subfacility has the meaning specified in Section 2.01(b).

Acquisition Subfacility Commitment means an amount (subject to reduction or cancellation as herein provided) equal to $10,000,000.

Additional Amount has the meaning specified in Section 7.17(a).

Administrative Agent means Royal Bank in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

Administrative Agent's Office means the Administrative Agent's address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders.

Administrative Questionnaire means an Administrative Questionnaire in a form supplied by the Administrative Agent.

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.

Agent/Arranger Fee Letter has the meaning specified in Section 2.08(b).

Agent-Related Persons means the Administrative Agent and the Collateral Agent (including any successor administrative agent and collateral agent), together with their respective Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

Aggregate Commitments has the meaning set forth in the definition of "Commitment."

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 Revolver Facility and the Term Loan Facility (as the same may have been reduced or canceled as provided in the Loan Documents).

                                          APPLICABLE RATE
---------------------------------------------------------------------------------------------
                                                               Letter of
                                                               Credit and
   Pricing                                   Commitment        Eurodollar       Base Rate +
    Level            Leverage Ratio           fee (bps)        Rate + (bps)        (bps)
-------------- ---------------------------- ---------------- ---------------- ---------------
      1           Less than or equal to          37.5             175.0            75.0
                        1.00:1.00

      2        Greater than 1.00:1.00 but        37.5             200.0           100.0
                  less than or equal to
                        2.00:1.00

      3        Greater than 2.00:1.00 but        50.0             225.0           125.0
                  less than or equal to
                        2.50:1.00

      4        Greater than 2.50:1.00 but        50.0             250.0           150.0
                  less than or equal to
                        2.75:1.00

      5          Greater than 2.75:1.00          50.0             275.0           175.0

Any increase or decrease in the Applicable Rate resulting from a change in the Leverage Ratio shall become effective as of the first day of the fiscal quarter of the Borrower immediately following the date of a Compliance Certificate delivered pursuant to Section 6.02; provided, however, that if no Compliance Certificate is delivered during a fiscal quarter when due in accordance with such Section the following Pricing Levels and Applicable Rates shall apply: (a) Pricing Level 4 shall apply as of the first day of such following fiscal quarter if Pricing Level 1, 2, or 3 is in effect for the current fiscal quarter; (b) Pricing Level 5 shall apply as of the first day of such following fiscal quarter if Pricing Level 4 is in effect for the current fiscal quarter; and (c) Base Rate plus 2.00% shall apply as of the first day of such following fiscal quarter if Pricing Level 5 is in effect for the current fiscal quarter. The Applicable Rate

in effect from the Closing Date through the date the Compliance Certificate is delivered in connection with the fiscal quarter ended March 31, 2003, shall be the greater of (i) Pricing Level 3 or (ii) the Pricing Level that corresponds to the Leverage Ratio set forth in the most recently delivered Compliance Certificate.

Appraisal shall have the meaning set forth in Section 6.02(d).

Approved Fund means any Fund that is administered or managed by a Lender, an Affiliate of a Lender, or an entity or an Affiliate of an entity that administers or manages a Lender.

Arranger means Royal Bank, in its capacity as lead arranger and book runner.

Assignment and Assumption means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.07), and accepted by the Administrative Agent substantially in the form of Exhibit D or any other form approved by the Administrative Agent.

Assumed Indebtedness means the Indebtedness described on Schedule 1.01(a).

Attorney Costs means and includes the fees and disbursements of any law firm or other external counsel.

Attributable Indebtedness means, on any date, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease.

Authorizations means all filings, recordings, and registrations with, and all validations or exemptions, approvals, orders, authorizations, consents, franchises, licenses, certificates, and permits from, any Governmental Authority.

Availability Period shall have the meaning set forth in Section 2.01(a).

Bank Guaranties means guaranties or other agreements or instruments serving a similar function issued by a bank or other financial institution.

Base Rate means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time in its sole discretion by Royal Bank as its prime commercial lending rate for United States Dollar loans in the United States. Royal Bank's prime commercial lending rate is not necessarily the lowest rate Royal Bank is charging any corporate customer. Any change in such rate announced by Royal Bank shall take effect at the opening of business on the day specified in the public announcement of such change.

Base Rate Loan means a Loan that bears interest based on the Base Rate.

Board means the Board of Governors of the Federal Reserve System of the United States of America.

Borrower has the meaning set forth in the introductory paragraph hereto.

Borrower Affiliate means the Borrower, the Borrower General Partner, the MLP, the MLP General Partner, and each of their respective Subsidiaries.

Borrower General Partner means the general partner of the Borrower. As of the Closing Date, the general partner of the Borrower is Martin Operating GP LLC, a Delaware limited liability company.

Borrower Operating Agreements means the Organization Documents of each of the MLP General Partner, the MLP, the Borrower General Partner, the Borrower and each of their respective Subsidiaries.

Borrowing means a Committed Borrowing or a Swing Line Borrowing, as the context may require.

Borrowing Base (Working Capital/Distribution Subfacility) means an amount equal to (a) the sum of (i) seventy-five percent (75%) of the Eligible Accounts Receivable and (ii) sixty percent (60%) of the Eligible Inventory (amounts available under this clause (ii) of the Borrowing Base (Working Capital/Distribution Subfacility) which are attributable to Fertilizer shall not exceed $4,000,000) less (b) the sum of (i) the aggregate amount of all First Purchase Payables and (ii) the Borrowing Base Reserve. The Borrowing Base (Working Capital/Distribution Subfacility) shall be determined each month by reference to the most recent Borrowing Base Certificate delivered to the Administrative Agent (absent any error in such Borrowing Base Certificate) which shall be effective as of the date such certificate is required to be delivered pursuant to Section 6.02(e).

Borrowing Base Certificate means a certificate in the form of Exhibit H or any other form approved by the Administrative Agent, together with all attachments contemplated thereby.

Borrowing Base Reserve means the following amounts:

        BORROWING BASE RESERVE                     BORROWING BASE RESERVE PERIOD
--------------------------------------- ---------------------------------------------------
         $0                             Closing Date through January 5, 2003

         $375,000                       January 6, 2003 through April 5, 2003

         $750,000                       April 6, 2003 through July 5, 2003

         $1,125,000                     July 6, 2003 through October 5, 2003

         $1,500,000                     October 6, 2003 through January 5, 2004

         $1,875,000                     January 6, 2004 through April 5, 2004

         $2,250,000                     April 6, 2004 through July 5, 2004

         $2,625,000                     July 6, 2004 through October 5, 2004

         $3,000,000                     October 6, 2004 through January 5, 2005

         $3,375,000                     January 6, 2005 through April 5, 2005

         $3,750,000                     April 6, 2005 through July 5, 2005

         $4,125,000                     July 6, 2005 through Stated Maturity Date

Business Day means any day other than a Saturday, Sunday, or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the

Administrative Agent's Office is located and, if such day relates to any Eurodollar Rate Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the applicable offshore Dollar interbank market.

Capital Expenditure by a Person means an expenditure (determined in accordance with GAAP) for any fixed asset owned by such Person for use in the operations of such Person having a useful life of more than one year, or any improvements or additions thereto.

Capital Lease means any capital lease or sublease which should be capitalized on a balance sheet in accordance with GAAP.

Cash Collateralize means to pledge and deposit with or deliver to the Collateral Agent, for the benefit of the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash and deposit account balances pursuant to documentation in form and substance satisfactory to the Administrative Agent, the Collateral Agent, and the L/C Issuer (which documents hereby are consented to by the Lenders).

Cash Equivalents means:

(a) United States Dollars;

(b) direct general obligations, or obligations of, or obligations fully and unconditionally guaranteed as to the timely payment of principal and interest by, the United States or any agency or instrumentality thereof having remaining maturities of not more than thirteen (13) months, but excluding any such securities whose terms do not provide for payment of a fixed dollar amount upon maturity or call for redemptions;

(c) certificates of deposit and eurodollar time deposits with maturities of thirteen (13) months or less, bankers acceptances with maturities not exceeding one hundred eighty (180) days, overnight bank deposits and other similar short term instruments, in each case with any domestic commercial bank
(i) having capital and surplus in excess of $250,000,000 and (ii) (A) having a rating of at least "A2" by Moody's and at least "A" by S&P or (B) that is a Lender not rated by Moody's and/or S&P;

(d) repurchase obligations with a term of not more than thirteen (13) months for underlying securities of the types described in (b) and (c) above entered into with any financial institution meeting the qualifications in (c) above;

(e) commercial paper (having original maturities of not more than two hundred seventy (270) days) of any Person rated "P-1" or better by Moody's or "A-1" or the equivalent by S&P; and

(f) money market mutual or similar funds having assets in excess of $100,000,000, at least 95% of the assets of which are comprised of assets specified in clause (a) through (e) above.

CF Industries means CF Industries, Inc., a Delaware corporation.

CF Martin Sulphur means CF Martin Sulphur L.P., a Delaware limited partnership.

CF Martin Sulphur General Partner means CF Martin Sulphur LLC, a Delaware limited liability company.

Change of Control means (a) Martin Resource shall fail to own, directly or indirectly, at least 51% of the general partnership interests and at least 33?% of the limited partnership interests in the MLP,

(b) any Person, entity or group (other than Martin Resource) acquires beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Exchange Act) of 66 2/3% or more of the limited partnership interests in the MLP, (c) the MLP shall fail to own, directly or indirectly, 100% of the equity interests in the Borrower, (d) Martin Resource fails for any reason to control, directly or indirectly, the management of the MLP or fails to control, directly or indirectly, the management of the Borrower, or (e) a Martin Resource Change of Control shall occur.

Change in Law means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or the L/C Issuer (or, for purposes of Section 3.04(b), by any lending office of such Lender or by such Lender's or the L/C Issuer's holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.

Closing Date means the date upon which this Agreement and the other Loan Documents have been executed by the Borrower, the MLP, the Lenders, the Administrative Agent, and the Collateral Agent.

Co-Agent Related Person means Comerica Bank-Texas, a Texas State Bank, together with its Affiliates, and their respective officers, directors, employees, agents and attorneys-in-fact.

Code means the Internal Revenue Code of 1986.

Collateral means all property and interests in property and proceeds thereof now owned or hereafter acquired by the MLP, the Borrower, and their respective Subsidiaries in or upon which a Lien now or hereafter exists in favor of the Lenders, or the Collateral Agent on behalf of the Lenders, including all of the assets (including stock and other equity interests, provided, neither equity interests in CF Martin Sulphur nor the general partnership interests of the Borrower shall be pledged unless the conditions in Section 6.18 are satisfied) of the MLP, the Borrower General Partner, the Borrower, and their respective Subsidiaries, whether under this Agreement, the Collateral Documents, or under any other document executed by any Borrower Affiliate and delivered to the Administrative Agent or the Lenders.

Collateral Agent means Royal Bank, in its capacity as collateral agent under any of the Loan Documents, or any successor collateral agent.

Collateral Agent's Office means the Collateral Agent's address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Collateral Agent may from time to time notify to the Borrower and the Lenders.

Collateral Documents means (a) each guaranty, pledge agreement, security agreement, ship mortgage, fleet mortgage, mortgage, assignment, and all other security agreements, deeds of trust, mortgages, chattel mortgages, assignments, pledges, guaranties, financing statements, continuation statements, extension agreements and other similar agreements or instruments executed by the Borrower, the MLP, the Borrower General Partner, any Guarantor, or any of their respective Subsidiaries for the benefit of the Lenders now or hereafter delivered to the Lenders or the Administrative Agent pursuant to or in connection with the transactions contemplated hereby, and all financing statements (or comparable documents now or hereafter filed in accordance with the Uniform Commercial Code or comparable law) against the Borrower, the MLP, the MLP General Partner, any Guarantor, or any of their respective Subsidiaries as debtor in favor of the Lenders or the Collateral Agent for the benefit of the Lenders as secured party to secure or guarantee the payment of any part of the Obligations or the performance of any other duties and obligations of Borrower under the Loan Documents, whenever made or delivered, and

(b) any amendments, supplements, modifications, renewals, replacements, consolidations, substitutions, restatements, and extensions of any of the foregoing.

Commitment means, as to each Lender, its obligation to make (i) Committed Loans to the Borrower pursuant to Section 2.01, in an amount at any one time outstanding not to exceed its Committed Sum, (ii) make Committed Loans to the Borrower on the Conditions Effective Date pursuant to Section 2.02, in an amount not to exceed its Committed Sum, (iii) to purchase participations in L/C Obligations pursuant to Section 2.14, in an aggregate principal amount at any one time outstanding not to exceed, when aggregated with the Loans made pursuant to Section 2.01, its Committed Sum, and (iv) to purchase participations in Swing Line Loans pursuant to Section 2.15, in an amount at any one time outstanding not to exceed its Committed Sum, in each case as such amount may be reduced or adjusted from time to time in accordance with this Agreement (collectively, the "Aggregate Commitments").

Committed Borrowing means a borrowing consisting of simultaneous Committed Loans of the same Type and having the same Interest Period made by each of the Lenders pursuant to Section 2.01 or 2.02.

Committed Loan has the meaning specified in Section 2.01 and 2.02.

Committed Loan Notice means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from one Type to the other, or (c) a continuation of Committed Loans as the same Type, pursuant to Section 2.03(a), which, if in writing, shall be substantially in the form of Exhibit A-1 or A-2, as applicable.

Committed Sum means for any Lender (a) with respect to the Acquisition Subfacility, at any date of determination occurring prior to the Maturity Date, the amount stated beside such Lender's name under the heading for the Acquisition Subfacility on the most-recently amended Schedule 2.01 to this Agreement (which amount is subject to increase, reduction, or cancellation in accordance with the Loan Documents), (b) with respect to the Working Capital/Distribution Subfacility, at any date of determination occurring prior to the Maturity Date, the amount stated beside such Lender's name under the heading for the Working Capital/Distribution Subfacility on the most recently amended Schedule 2.01 to this Agreement (which amount is subject to increase, reduction, or cancellation in accordance with the Loan Documents), and (c) with respect to the Term Loan Facility, at any date of determination occurring prior to the Maturity Date, the amount stated beside such Lender's name under the heading for the Term Loan Facility on the most-recently amended Schedule 2.01 to this Agreement (which amount is subject to increase, reduction, or cancellation in accordance with the Loan Documents).

Company and Companies means, on any date of determination thereof, the MLP, the Borrower and each of their respective Subsidiaries.

Compensation Period has the meaning set forth in Section 2.11(e)(ii).

Compliance Certificate means a certificate substantially in the form of Exhibit C.

Conditions Effective Date means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section
4.01 (or, in the case of Sections 4.01(b) and (c), waived by the Person entitled to receive the applicable payment).

Consolidated EBITDA means, for any period, for the MLP and its Subsidiaries on a consolidated basis, an amount equal to (a) the sum of (i) Consolidated Net Income, (ii) Consolidated Interest Charges, (iii) the amount of taxes, based on or measured by income, used or included in the determination of such

Consolidated Net Income, (iv) the amount of depreciation, depletion, and amortization expense deducted in determining such Consolidated Net Income, (v) other non-cash charges and expenses, including, without limitation, non-cash charges and expenses relating to Swap Contracts or resulting from accounting convention changes, of the MLP and its Subsidiaries on a consolidated basis, and
(vi) cash distributions actually received by the MLP and its Subsidiaries from CF Martin Sulphur less (b) the amount of the MLP's and its Subsidiaries' equity in the earnings of CF Martin Sulphur, all determined in accordance with GAAP.

For purposes of calculating compliance with Section 7.15, (A) Consolidated EBITDA for any fiscal quarter ending on or prior to September 30, 2002, shall be the pro forma results of the MLP set forth in financial statements provided by the Borrower to the Administrative Agent and to each Lender, which financial information shall be prepared using a methodology substantially similar to the methodology used in preparing the pro forma results of the MLP as set forth in the MLP Registration Statement, and (B) Consolidated EBITDA for any fiscal quarter ending on or after December 31, 2002, shall be the actual results of the MLP as set forth in financial statements filed with the Securities and Exchange Commission in the Form 10-K or 10-Q (financial results for the period ended December 31, 2002, shall be adjusted on a pro forma basis as necessary for the period prior to the MLP Offering Closing), in each case with respect to which financial statements the Borrower shall have provided a certificate containing the representations and warranties set forth in Section 5.05(a).

Consolidated Funded Debt means, as of any date of determination, for the MLP and its Subsidiaries on a consolidated basis, the sum of (a) the outstanding principal amount of all obligations and liabilities, whether current or long-term, for borrowed money (including Letters of Credit and all other Obligations hereunder), (b) Attributable Indebtedness with respect to Capital Leases, (c) Attributable Indebtedness with respect to Synthetic Lease Obligations, and (d) without duplication, all Guaranty Obligations with respect to Indebtedness of the type specified in subsections (a) through (c) above.

Consolidated Interest Charges means, for any period, for the MLP and its Subsidiaries on a consolidated basis, the sum of all interest, premium payments, fees, charges and related expenses of the MLP and its Subsidiaries in connection with Indebtedness (including capitalized interest), in each case to the extent treated as interest in accordance with GAAP.

Consolidated Net Income means, for any period, for the MLP and its Subsidiaries on a consolidated basis, the net income or net loss of the MLP and its 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 Subsidiary in which the MLP or any Subsidiary has an ownership interest, except to the extent that any such income has been actually received by the MLP or such Subsidiary in the form of cash dividends or similar cash distributions; (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.

Contractual Obligation means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

Contribution Agreement means the Contribution, Conveyance and Assumption Agreement dated as of October 31, 2002, by and among the MLP, the Borrower, Martin Resource, Martin Resource LLC, a Delaware limited liability company, the MLP General Partner, the Borrower General Partner, Martin Gas Marine, Martin L.P. Gas, Inc., a Texas corporation, Martin Gas Sales, Martin Transport, Inc., a Texas corporation, CF Martin Sulphur Holding Corporation, a Nevada corporation, and Midstream Fuel Service LLC, an Alabama limited liability company.

Credit Extension means each of the following: (a) a Committed Borrowing, (b) a Swing Line Borrowing, and (c) an L/C Credit Extension.

Current Ratio means, as of any date of determination, the ratio of (a) consolidated current assets of the MLP and its Subsidiaries (including any unused portion of the Working Capital/Distribution Subfacility Commitment) to
(b) consolidated current liabilities of the MLP and its Subsidiaries, both as determined in accordance with GAAP; provided, that for purposes of this definition, non-cash marked-to-market adjustments relating to Swap Agreements required to be made under GAAP shall be excluded for purposes of determining such ratio.

Debtor Relief Laws means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States of America or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

Default means any event that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

Default Rate means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2% per annum; provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum, in each case to the fullest extent permitted by applicable Laws.

Designated Martin Shareholders means the shareholders of Martin Resource reflected in Schedule 1.01(b) hereto, together with their respective Affiliates, Family and Family Trusts.

Disposition or Dispose means the sale, transfer, license, or other disposition (including any sale and leaseback transaction) of any property (including stock, partnership and other equity interests) by any Person of property owned by such Person, including any sale, assignment, transfer, or other disposal (including any damage to, loss or destruction of any property, or other event resulting in payments being made to a Person under an insurance policy or as a result of any condemnation or Vessel requisition), with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith. For the avoidance of doubt, the term Disposition shall not include the issuance by a Person of its own equity interests.

Distribution Loan means a Committed Loan which is made in whole or in part for the purpose of paying a Quarterly Distribution or for the purpose of reimbursing the General Partner for the purchase price of partnership units purchased under the MLP's long-term incentive plan.

Dollar or $ means lawful money of the United States of America.

Domestic Person means any corporation, general partnership, limited partnership, or limited liability company that is organized under the laws of the United States of America or any state thereof or the District of Columbia.

Eligible Accounts Receivable means Accounts Receivable, excluding any Account Receivable:

(a) with respect to which more than ninety (90) days have elapsed since the date of the original invoice;

(b) with respect to which any of the representations, warranties, covenants, and agreements contained in any Collateral Document are incorrect or have been breached in any material respect;

(c) with respect to which, in whole or in part, a check, promissory note, draft, trade acceptance or other instrument for the payment of money has been received, presented for payment and returned uncollected for any reason for such Account Receivable (or any other Account Receivable due from such account debtor);

(d) which represents a progress billing (as hereinafter defined) or as to which the Borrower or any of the Subsidiaries has extended the time for payment without the consent of the Administrative Agent; for the purposes hereof, "progress billing" means any invoice for goods sold or leased or services rendered under a contract or agreement pursuant to which the account debtor's obligation to pay such invoice is conditioned upon the Borrower's or any of the Subsidiaries' completion of any further performance under the contract or agreement;

(e) with respect to which any one or more of the following events has occurred to the account debtor on such Account Receivable: death or judicial declaration of incompetency of an account debtor who is an individual; the filing by or against the account debtor of a request or petition for liquidation, reorganization, arrangement, adjustment of debts, adjudication as a bankrupt, winding-up, or other relief under the bankruptcy, insolvency, or similar laws of the United States, any state or territory thereof, or any foreign jurisdiction, now or hereafter in effect; the making of any general assignment by the account debtor for the benefit of creditors; the appointment of a receiver or trustee for the account debtor or for any of the assets of the account debtor, including, without limitation, the appointment of or taking possession by a "custodian," as defined in the U.S. Federal Bankruptcy Code; the institution by or against the account debtor of any other type of insolvency proceeding (under the bankruptcy laws of the United States or otherwise) or of any formal or informal proceeding for the dissolution or liquidation of, settlement of claims against, or winding up of affairs of, the account debtor; the sale, assignment, or transfer of all or any material part of the assets of the account debtor; the nonpayment generally by the account debtor of its debts as they become due; or the cessation of the business of the account debtor as a going concern;

(f) if twenty-five percent (25%) or more of the aggregate Dollar amount of outstanding Accounts Receivable owed at such time by the account debtor thereon is classified as ineligible under clause (a) above, provided, however, any Account Receivable classified as ineligible under clause (a) above shall not be included in the calculation of the twenty-five percent (25%) threshold in this clause (f) if such Account Receivable is the subject of a bona fide dispute between such account debtor and the Borrower;

(g) owed by an account debtor which: (1) does not maintain its chief executive office in the United States; or (2) is not organized under the laws of the United States or any state thereof; or (3) is the government of any foreign country or sovereign state, or of any state, province, municipality, or other political subdivision thereof, or of any department, agency, public corporation, or other instrumentality

thereof; except to the extent that such Account Receivable is secured or payable by a letter of credit satisfactory to the Administrative Agent in its discretion;

(h) owed by an account debtor which is an Affiliate or employee of the Borrower or any of its Subsidiaries;

(i) except as provided in clause (k) below, with respect to which either the perfection, enforceability, or validity of the Collateral Agent's Liens in such Account Receivable, or the Collateral Agent's right or ability to obtain direct payment to the Collateral Agent of the proceeds of such Account Receivable, is governed by any federal, state, or local statutory requirements other than those of the U.C.C.;

(j) owed by an account debtor to which the Borrower or any of its Subsidiaries, is indebted in any way, or which is subject to any right of setoff or recoupment by the account debtor, or if the account debtor thereon has disputed liability or made any claim with respect to any other Account Receivable due from such account debtor; but in each such case only to the extent of such indebtedness, setoff, recoupment, dispute, or claim;

(k) owed by the government of the United States, or any department, agency, public corporation, or other instrumentality thereof, unless the Federal Assignment of Claims Act of 1940, as amended (31 U.S.C. Section 3727 et seq.), and any other steps necessary to perfect the Collateral Agent's Liens therein, have been complied with to the Administrative Agent's and Collateral Agent's satisfaction with respect to such Account Receivable;

(l) owed by any state, municipality, or other political subdivision of the United States, or any department, agency, public corporation, or other instrumentality thereof and as to which the Administrative Agent determines that its Lien therein is not or cannot be perfected;

(m) which represents a sale on a bill-and-hold, guaranteed sale, sale and return, sale on approval, consignment, or other repurchase or return basis;

(n) which is evidenced by a promissory note or other instrument or by chattel paper;

(o) if the Administrative Agent believes, in the exercise of its reasonable judgment, that the prospect of collection of such Account Receivable is reasonably likely to be impaired or that the Account Receivable could reasonably be expected not to be paid by reason of the account debtor's financial inability to pay;

(p) with respect to which the account debtor is located in any state requiring the filing of a Notice of Business Activities Report or similar report in order to permit the Borrower or any of the Subsidiaries to seek judicial enforcement in such state of payment of such Account Receivable, unless such Borrower or Subsidiary has qualified to do business in such state or has filed a Notice of Business Activities Report or equivalent report for the then current year;

(q) which arises out of a sale not made in the ordinary course of the Borrower's or any of the Subsidiaries' business;

(r) with respect to which the goods giving rise to such Account Receivable have not been shipped and delivered to and accepted by the account debtor or the services giving rise to such Account Receivable have not been performed by the Borrower or a Subsidiary, as applicable, and, if applicable, accepted by the account debtor, or the account debtor revokes its acceptance of such goods or services;

(s) owed by an account debtor which is obligated to the Borrower or any of the Subsidiaries respecting Accounts Receivable the aggregate unpaid balance of which exceeds twenty-five percent (25%) of the aggregate unpaid balance of all Accounts Receivable owed to the Borrower or any of the Subsidiaries at such time by all of the Borrower's and the Subsidiaries' account debtors, but only to the extent of such excess;

(t) which is not subject to a first priority and perfected security interest in favor of the Collateral Agent for the benefit of the Lenders except that the Collateral Agent's Liens may be subject to a statutory Lien in respect of First Purchase Payables;

(u) which the Administrative Agent or the Required Lenders in their reasonable discretion determine to be ineligible.

If any Account Receivable at any time ceases to be an Eligible Account Receivable, then such Account Receivable shall promptly be excluded from the calculation of Eligible Accounts Receivable.

Eligible Assignee means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund and (d) any other Person (other than a natural Person) approved by (i) the Administrative Agent, (ii) the Swing Line Lender, (iii) in case of any assignment of a Revolver Commitment, the L/C Issuer, and (iv) unless a Default or Event of Default shall have occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, "Eligible Assignee" shall not include the Borrower, the MLP, any Martin Party, or any of their respective Affiliates or Subsidiaries.

Eligible Inventory means all Inventory excluding any Inventory:

(a) that is not owned by the Borrower or any of the Subsidiaries;

(b) that is not subject to the Collateral Agent's Liens, which are perfected as to such Inventory, or that are subject to any other Lien whatsoever (other than those in respect of First Purchase Payables or the Liens described in clause (d), (l) and (m) (to the extent clause (f) below has been complied with) of Section 7.01 ("Permitted Inventory Liens") provided that such Permitted Inventory Liens described in clause (d), (l) and (m) of Section 7.01 (1) are junior in priority to the Collateral Agent's Liens and (2) do not materially impair the ability of the Collateral Agent to realize on or obtain the full benefit of such Inventory);

(c) that does not consist of finished goods or raw materials;

(d) that is not in good condition, is obsolete, is damaged, is unmerchantable, or does not meet all standards imposed by any governmental authority, having regulatory authority over such goods, their use or sale;

(e) that is located outside the United States of America (or that is in transit from vendors or suppliers);

(f) that is in possession of a bailee or in a facility leased by the Borrower or any of the Subsidiaries, unless (i) the bailee or the lessor has delivered to the Administrative Agent, if requested by the Administrative Agent, a subordination agreement in form and substance satisfactory to the Administrative Agent, or (ii) an amount sufficient in the opinion of the Administrative Agent has been deducted from the value of such Inventory to cover rents, storage, handling and related charges;

(g) that is Inventory placed on consignment;

(h) which the Administrative Agent or the Required Lenders in their reasonable discretion determine to be ineligible.

If any Inventory at any time ceases to be Eligible Inventory, such Inventory shall promptly be excluded from the calculation of Eligible Inventory.

Environmental Law means any applicable Law that relates to (a) the condition or protection of air, groundwater, surface water, soil, or other environmental media, (b) the environment, including natural resources or any activity which affects the environment, (c) the regulation of any pollutants, contaminants, wastes, substances, and Hazardous Substances, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. Section 9601 et seq.) ("CERCLA"), the Clean Air Act (42 U.S.C. Section 7401 et seq.), the Federal Water Pollution Control Act, as amended by the Clean Water Act (33 U.S.C. Section 1251 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. Section 136 et seq.), the Emergency Planning and Community Right to Know Act of 1986 (42 U.S.C. Section 11001 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. Section 1801 et seq.), the National Environmental Policy Act of 1969 (42 U.S.C. Section 4321 et seq.), the Oil Pollution Act (33 U.S.C. Section 2701 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.), the Rivers and Harbors Act (33 U.S.C. Section 401 et seq.), the Safe Drinking Water Act (42 U.S.C. Section 201 and Section 300f et seq.), the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and the Hazardous and Solid Waste Amendments of 1984 (42 U.S.C. Section 6901 et seq.), the Toxic Substances Control Act (15 U.S.C. Section 2601 et seq.), and analogous state and local Laws, as any of the foregoing may have been and may be amended or supplemented from time to time, and any analogous enacted or adopted Law, or
(d) the Release or threatened Release of Hazardous Substances.

ERISA means the Employee Retirement Income Security Act of 1974 and any regulations issued pursuant thereto.

ERISA Affiliate means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of
Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions of this Agreement relating to obligations imposed under
Section 412 of the Code).

ERISA Event means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.

Eurodollar Rate means for any Interest Period with respect to any Eurodollar Rate Loan:

(a) the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate that appears on the page (such page currently being page 3750) of the Telerate screen (or any successor thereto) that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, or

(b) if the rate referenced in the preceding subsection (a) does not appear on such page or service or such page or service shall cease to be available, the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate on such other page or other service that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, or

(c) if the rates referenced in the preceding subsections (a) and (b) are not available, the rate per annum determined by the Administrative Agent as the rate of interest (rounded upward to the next 1/100th of 1%) at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being made, continued or converted by Royal Bank and with a term equivalent to such Interest Period would be offered by Royal Bank's London Branch to major banks in the offshore Dollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period.

Eurodollar Rate Loan means a Committed Loan that bears interest at a rate based on the Eurodollar Rate.

Event of Default means any of the events or circumstances specified in Article VIII.

Evergreen Letter of Credit has the meaning specified in Section 2.14(b)(iii).

Exchange Act means the Securities Exchange Act of 1934, as amended.

Facilities means, collectively, the Revolver Facility and the Term Loan Facility; Facility means either of the Revolver Facility or the Term Loan Facility.

Family means, in respect of any individual, the heirs, legatees, descendants and blood relatives to the third degree of consanguinity of such individual.

Family Trusts means, in respect of any individual, any trusts for the exclusive benefit of such individual, his/her spouse and lineal descendants, so long as such individual has the exclusive right to control each such trust.

Federal Funds Rate means, for any day, the rate per annum (rounded upwards to the nearest 1/100 of 1%) equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank on the Business Day next succeeding such day; provided that
(a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the

average rate charged to Royal Bank on such day on such transactions as determined by the Administrative Agent.

Fertilizer means fertilizer which is a finished product and ready for sale.

First Purchase Payables means the unpaid amount of any payable obligation of the Borrower or any of the Subsidiaries related to the purchase of hydrocarbons by the Borrower or any of its Subsidiaries which are (in the judgment of the Administrative Agent) secured by a statutory Lien, which shall include but not be limited to the statutory Liens created under the Laws of Texas, New Mexico, Wyoming, Kansas, and Oklahoma, to the extent such payable obligation is not at the time in question covered by a Letter of Credit issued hereunder.

Fixed Assets means the Vessels, real estate, and all other fixed assets, as such term is used in accordance with GAAP, owned by the Borrower, or any of its Subsidiaries.

Foreign Lender has the meaning specified in Section 10.15.

Fund means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

GAAP means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession, that are applicable to the circumstances as of the date of determination, consistently applied. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

Governmental Authority means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other legal entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

Guarantors means any Person, including the MLP and every present and future Subsidiary of Borrower and the MLP, which undertakes to be liable for all or any part of the Obligations by execution of a Guaranty, or otherwise.

Guaranty means a Guaranty now or hereafter made by any Guarantor in favor of the Administrative Agent on behalf of the Lenders, substantially in the form of Exhibit E-1 or Exhibit E-2, as may be amended from time to time.

Guaranty Obligation means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other payment obligation of another Person (the "primary obligor") in any manner, whether directly or indirectly, and

including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other payment obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other payment obligation of the payment of such Indebtedness or other payment obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other payment obligation, or (iv) entered into for the purpose of assuring in any other manner the obligees in respect of such Indebtedness or other payment obligation of the payment thereof or to protect such obligees against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other payment obligation of any other Person, whether or not such Indebtedness or other payment obligation is assumed by such Person; provided, however, that the term "Guaranty Obligation" shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guaranty Obligation shall be deemed to be the lesser of (a) an amount equal to the stated or determinable outstanding amount of the related primary obligation and (b) the maximum amount for which such guarantying Person may be liable pursuant to the terms of the instrument embodying such Guaranty Obligation, unless the outstanding amount of such primary obligation and the maximum amount for which such guarantying Person may be liable are not stated or determinable, in which case the amount of such Guaranty Obligation shall be the maximum reasonably anticipated liability in respect thereof as determined by the guarantying Person in good faith.

Hazardous Substance means any substance that poses a threat to, or is regulated to protect, human health, safety, public welfare, or the environment, including without limitation: (a) any "hazardous substance," "pollutant" or "contaminant," and any "petroleum" or "natural gas liquids" as those terms are defined or used under Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ( 42 U.S.C. Sections 9601 et seq.) ("CERCLA"), (b) "solid waste" as defined by the federal Solid Waste Disposal Act (42 U.S.C. Sections 6901 et seq.), (c) asbestos or a material containing asbestos, (d) any material that contains lead or lead-based paint,
(e) any item or equipment that contains or is contaminated by polychlorinated biphenyls, (f) any radioactive material, (g) urea formaldehyde, (h) putrescible materials, (i) infectious materials, (j) toxic microorganisms, including mold, or (k) any substance the presence or Release of which requires reporting, investigation or remediation under any Environmental Law.

Honor Date has the meaning set forth in Section 2.14(c)(i).

Indebtedness means, as to any Person at a particular time, all of the following:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) the face amount of all letters of credit (including standby and commercial), banker's acceptances, Bank Guaranties, surety bonds, and similar instruments issued for the account of such Person, and, without duplication, all drafts drawn and unpaid thereunder;

(c) net obligations under any Swap Contract in an amount equal to (i) if such Swap Contract has been closed out, the termination value thereof, or
(ii) if such Swap Contract has not been closed out, the marked-to-market value thereof determined on the basis of readily available quotations provided by any recognized dealer in such Swap Contract;

(d) whether or not so included as liabilities in accordance with GAAP, all obligations of such Person to pay the deferred purchase price of property or services, other than trade accounts payable in the ordinary course of business not overdue by more than 60 days, and indebtedness (excluding prepaid

interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(e) Capital Leases and Synthetic Lease Obligations;

(f) Off-Balance Sheet Indebtedness; and

(g) all Guaranty Obligations of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner, unless such Indebtedness is expressly made non-recourse to such Person except for customary exceptions acceptable to the Required Lenders. The amount of any Capital Lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.

Indemnified Liabilities has the meaning set forth in Section 10.05.

Indemnitees has the meaning set forth in Section 10.05.

Initial Financial Statements means the financial statements delivered pursuant to clauses (A) and (B) of Section 4.01(a)(vii).

Interest Coverage Ratio means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the period of the four prior fiscal quarters ending on such date to (b) the sum of (i) Consolidated Interest Charges during such period and (ii) imputed interest charges on Synthetic Leases, of the MLP and its Subsidiaries during such period. For purposes of calculating the Interest Coverage Ratio, Consolidated Interest Charges and imputed interest charges on Synthetic Leases (A) for the fiscal quarter ending September 30, 2002, shall be the pro forma results of the MLP set forth in the financial statements provided by the Borrower to the Administrative Agent and to each Lender, which financial information shall be prepared using a methodology substantially similar to the methodology used in preparing the pro forma results of the MLP as set forth in the MLP Registration Statement and (B) for any fiscal quarter ending on or after December 31, 2002, shall be the actual results of the MLP as set forth in financial statements filed with the Securities and Exchange Commission in the Form 10-K or 10-Q (financial results for the period ended December 31, 2002, shall be adjusted on a pro forma basis as necessary for the period prior to the MLP Offering Closing), in each case with respect to which financial statements the Borrower shall have provided a certificate containing the representations and warranties set forth in Section 5.05(a).

Interest Payment Date means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity Date.

Interest Period means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the Borrower in its Committed Loan Notice; provided that:

(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar Rate Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(b) any Interest Period pertaining to a Eurodollar Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(c) no Interest Period shall extend beyond the scheduled Maturity Date.

Inventory means, for any of the Borrower and the Subsidiaries, all now owned or hereafter acquired Fertilizer and liquefied petroleum gas (excluding line fill), wherever located, held for sale, each valued at the lower of cost or Market Price, and all documents of title or other documents (as defined in the U.C.C.) representing them.

Investment means, as to any Person, any investment by such Person, whether by means of (a) the purchase or other acquisition of capital stock or other securities of another Person or (b) a loan, advance or capital contribution to, guaranty of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment, less all returns of principal or equity thereon, and shall, if made by the transfer or exchange of property other than cash be deemed to have been made in an amount equal to the fair market value of such property.

Investment Reduction Event means the occurrence of any of the following: (a) Martin Resource, any Martin Party or any Company ceases to own, directly or indirectly, (i) 50% of the membership interest in CF Martin Sulphur General Partner, or (ii) 50% of the ownership interest in any successor entity that controls the management of CF Martin Sulphur, (b) Borrower's percentage equity ownership of CF Martin Sulphur is reduced below 49.5% and, as a result of such reduction, cash distributions received by the Borrower from CF Martin Sulphur are reduced, or (c) any event occurs which triggers an obligation on the part of the MLP, the Borrower, or any of their Subsidiaries to purchase from CF Industries (or an Affiliate of CF Industries) equity interests in CF Martin Sulphur or CF Martin Sulphur General Partner and such obligation is not timely satisfied; provided, that a sale of all of the MLP's, the Borrower's, and their Subsidiaries' equity interests in CF Martin Sulphur or, after such sale, any of the events set forth in (a) or (b), shall not constitute an Event of Default so long as prepayments are made as required under Section 2.04.

IRS means the United States Internal Revenue Service.

Laws means, collectively, all applicable international, foreign, federal, state and local statutes, treaties, rules, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, licenses, authorizations and permits of, any Governmental Authority.

L/C Advance means, with respect to each Lender, such Lender's participation in any L/C Borrowing in accordance with its Pro Rata Share.

L/C Borrowing means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Borrowing.

L/C Credit Extension means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.

L/C Issuer means any affiliate, unit, or agency of Royal Bank or any other Lender which has agreed to issue one or more Letters of Credit at the request of the Administrative Agent (which shall, at the Borrower's request, notify the Borrower from time to time of the identity of such other Lender).

L/C Obligations means, as at any date of determination, the aggregate undrawn face amount of all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings.

Lender has the meaning specified in the introductory paragraph hereto and, as the context requires, includes the L/C Issuer and the Swing Line Lender.

Lender Hedging Agreement means a Swap Contract between a Company and a Lender or an Affiliate of a Lender.

Lending Office means, as to any Lender, the office or offices of such Lender set forth on its Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

Letter of Credit means any standby letter of credit issued hereunder.

Letter of Credit Application means an application and agreement for the issuance or amendment of a letter of credit in the form from time to time in use by the L/C Issuer.

Letter of Credit Expiration Date means the day that is five days prior to the Maturity Date (or, if such day is not a Business Day, the next preceding Business Day).

Letter of Credit Sublimit means an amount equal to the lesser of (a) the Aggregate Working Capital/Distribution Subfacility Commitments and (b) $5,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Working Capital/Distribution Subfacility Commitments.

Leverage Ratio means, for the MLP and its Subsidiaries on a consolidated basis, the ratio of (a) Consolidated Funded Debt as of the determination date to (b) Consolidated EBITDA for the period of the four fiscal quarters ending on such date, or if such date is not the last day of a fiscal quarter, ending on the last day of the fiscal quarter most recently ended.

Lien means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever to secure or provide for payment of any obligation of any Person, (including any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement under the Uniform Commercial Code or comparable Laws of any jurisdiction), including the interest of a purchaser of accounts receivable.

Limited Partnership Agreement (Borrower) means the Amended and Restated Agreement of Limited Partnership of the Borrower, substantially in the form attached as Exhibit 3.4 to the MLP

Registration Statement, as the same may be amended, restated or otherwise modified in accordance with Section 7.14.

Limited Partnership Agreement (MLP) means the First Amended and Restated Agreement of Limited Partnership of the MLP, substantially in the form attached as Appendix A to the MLP Registration Statement, as the same may be amended, restated or otherwise modified in accordance with Section 7.14.

Loan means an extension of credit by a Lender to the Borrower pursuant to Section 2.01, Section 2.02 or Section 2.15.

Loan Documents means this Agreement, each Note, the Master Consent to Assignment, each of the Collateral Documents, the Agent/Arranger Fee Letter, each Committed Loan Notice, each Swing Line Notice, each Compliance Certificate, the Guaranties, any Subordination Agreement, each Letter of Credit Application, and each other agreement, document or instrument delivered by the Borrower or any of its Subsidiaries from time to time in connection with this Agreement and the Notes.

Loan Party means each of the Borrower, each Guarantor, and each Borrower Affiliate that executes one or more Loan Documents.

Majority Lenders means (a) on any date of determination on and after the Closing Date and prior to the date of the initial Borrowing, those Lenders holding more than 50% of the Aggregate Commitments, (b) on any date of determination on and after the date of the initial Borrowing and prior to the Maturity Date, those Lenders holding more than 50% of the sum of (i) the Revolver Commitment plus (ii) the Term Loan Principal Debt; and (c) on any date of determination on or after the Maturity Date, those Lenders holding more than 50% of the Outstanding Amount of Loans.

Maricopa, Arizona Fertilizer Plant means the fertilizer plant owned and operated by the Borrower located in Maricopa, Arizona.

Market Price means on each day a spot price for the Inventory being valued, determined by published prices and methodology approved by Administrative Agent from time to time, adjusted to reflect any differences in grade between the index Inventory and the actual Inventory and to reflect transportation costs or other appropriate location price differential from the actual location to the index location.

Martin Gas Marine means Martin Gas Marine LLC, a Texas limited liability company.

Martin Gas Sales means Martin Gas Sales, Inc., a Texas corporation.

Martin Party means Martin Resource or any Subsidiary of Martin Resource, other than the MLP General Partner, the MLP, the Borrower General Partner, the Borrower and its Subsidiaries.

Martin Resource means Martin Resource Management Corporation, a Delaware corporation.

Martin Resource Change of Control means (a) a change resulting in any person (as such term is used in section 13(d) and section 14(d)(2) of the Exchange Act) or related persons constituting a group (as such term is used in Rule 13d-5 under the Exchange Act, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of such plan), other than Martin Resource and the Designated Martin Shareholders, (i) becoming the "beneficial owners" (as such term is used in Rule 13d-3 under the Exchange Act as in effect

on the date of the Closing), directly or indirectly, of more than 33 1/3% of the total voting power of all classes then outstanding of Martin Resource's voting stock, or (ii) succeeding in having elected, or causing the election or appointment of at least a majority of the members of the Board of Directors of Martin Resource with directors not nominated or appointed by the Designated Martin Shareholders; provided, that, for the purpose of the foregoing definition, a Person shall not be deemed to "beneficially own" securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person's Affiliates until such tendered securities are accepted for purchase or exchange, or (b) the 120th day after Ruben S. Martin (or his Successor) or Scott D. Martin (or his Successor) ceases to be President and Chief Executive Officer of Martin Resource if a Successor is not appointed to act as President and Chief Executive Officer of Martin Resource within such 120 day period.

Master Consent to Assignment means the Master Consent to Assignment, substantially in the form of Exhibit H.

Material Adverse Effect means (a) a material adverse change in, or a material adverse effect upon, the operations, business, assets, liabilities (actual or contingent) or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole or the MLP and its Subsidiaries taken as a whole, (b) a material adverse effect on the ability of the Borrower or the MLP to perform its obligations under the Loan Documents to which it is a party, (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Borrower, the MLP, or any other Loan Party of any Loan Document, or (d) a material adverse effect on the ability of the Administrative Agent, the Collateral Agent or the Lenders to enforce its or their remedies under any Loan Document.

Material Agreements means the following:

(a) Contribution Agreement,

(b) Omnibus Agreement,

(c) Limited Liability Company Agreement of CF Martin Sulphur General Partner, dated as of November 22, 2000, as amended,

(d) Agreement of Limited Partnership of CF Martin Sulphur dated as of November 22, 2000, as amended,

(e) Terminal Services Agreement dated as of November 1, 2002, by and between the Borrower and Martin Gas Sales,

(f) Contract for Marine Transportation dated as of November 1, 2002, by and between the Borrower and Martin Resource,

(g) Product Storage Agreement (Arcadia Storage Facility), dated as of November 1, 2002, by and between Martin Underground Storage, Inc., a Texas corporation, and the Borrower,

(h) Product Supply Agreement dated as of November 1, 2002, by and between Martin Gas Sales and the Borrower,

(i) Marine Fuel Agreement dated as of November 1, 2002, by and between Midstream Fuel Service, LLC, an Alabama limited liability company, and the Borrower,

(j) Throughput Agreement dated as of November 1, 2002, by and between Martin Gas Sales and the Borrower,

(k) Motor Carrier Agreement dated as of November 1, 2002, by and between the Borrower and Martin Transport, Inc., a Texas corporation,

(l) Assignment and Assumption of Lease and Sublease dated as of November 1, 2002, by and among Martin Gas Sales and the Borrower,

(m) Lease Agreement dated as of December 16, 1976, as amended, by and between Tampa Port Authority and Martin Gas Sales,

(n) Consent and Amendment to Agreement of Limited Partnership of CF Martin Sulphur dated as of October 25, 2002, by and among CF Martin Sulphur Holding Corporation, a Nevada corporation, CF Martin Sulphur General Partner, CF Industries, and the Borrower,

(o) Contribution Agreement dated as of November 20, 2000, by and between CF Martin Sulphur, CF Martin Sulphur General Partner, Martin Resource, Martin Gas Marine, and Martin Transport, Inc.; and

(p) Stanolind Terminal Agreements;

(q) any and all other agreements now or hereafter entered into by and among Martin Resource, the MLP, the Borrower, or any of their respective Subsidiaries, and CF Industries, or any of its affiliates, material to the business of CF Martin Sulphur if the termination of such contract could be reasonably expected to have a Material Adverse Effect, and

(r) any other contract material to the business of the MLP or the Borrower to which the Borrower or any Borrower Affiliate is a party if the termination of such contract could be reasonably expected to have a Material Adverse Effect. "Material Agreement" means each of such Material Agreements.

Maturity Date means (a) the Stated Maturity Date, or (b) such earlier effective date of any other termination, cancellation, or acceleration of all Commitments under this Agreement.

Maximum Amount and Maximum Rate respectively mean, for each Lender, the maximum non-usurious amount and the maximum non-usurious rate of interest which, under applicable Law, such Lender is permitted to contract for, charge, take, reserve, or receive on the Obligations.

Maximum Credit Exposure shall have the meaning set forth in Section 7.15(e).

Midstream Business means marine transportation, terminalling, distribution, and midstream logistical services with respect to hydrocarbon products and by-products, specialty chemicals, and other liquids and manufacture and marketing of sulphur-based fertilizers and related products and other businesses reasonably related thereto.

MLP means Martin Midstream Partners L.P., a Delaware limited partnership.

MLP General Partner means the general partner of the MLP. As of the Closing Date, the general partner of the MLP is Martin Midstream GP LLC, a Delaware limited liability company.

MLP Offering means the initial sale to the public of common units in the MLP pursuant to the MLP Registration Statement.

MLP Offering Closing means the consummation of the sale of common units to the public pursuant to the MLP Registration Statement.

MLP Registration Statement means the Registration Statement on Form S-1 filed on July 1, 2002 with the Securities and Exchange Commission in connection with the sale of common units in the MLP, as may be amended from time to time.

Mortgaged Vessels means the vessels described in the Vessel Mortgages.

Mortgages means the mortgages, deeds of trust, or similar instruments executed by any of the Loan Parties in favor of the Collateral Agent, for the benefit of the Lenders, including without limitation, the Vessel Mortgages, and all supplements, assignments, amendments, and restatements thereto (or any agreement in substitution therefore, and "Mortgage" means each of such Mortgages).

Multiemployer Plan means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding three calendar years, has made or been obligated to make contributions.

Net Cash Proceeds means (a) with respect to any Disposition, cash (including any cash received by way of deferred payment as and when received and payment of amounts due under any insurance policy) received by the Borrower or any of its Subsidiaries in connection with and as consideration therefor, on or after the date of consummation of such transaction, after (i) deduction of Taxes payable in connection with or as a result of such transaction, and (ii) payment of all usual and customary brokerage commissions and all other reasonable fees and expenses related to such transaction (including, without limitation, reasonable attorneys' fees and closing costs incurred in connection with such transaction), and (b) with respect to any Subordinated Indebtedness, proceeds of such Indebtedness after payment of all reasonable closing costs.

Net Worth means, as of any date of determination, for the MLP the difference between (i) net worth of the MLP on that date minus (ii) goodwill of the MLP on that date in excess of $3,000,000, each determined in accordance with GAAP.

Nonrenewal Notice Date has the meaning specified in Section 2.14(b)(iii).

Notes means the Revolver Notes and the Term Notes of the Borrower, substantially in the form of Exhibit B-1 and B-2, respectively, hereto, evidencing the obligation of Borrower to repay the Loans, and "Note" means any one of such promissory notes issued hereunder.

Obligations means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest that accrues after the commencement by or against any Loan Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. In addition, all references to the "Obligations" in the Collateral Documents and in Sections 2.13 and 10.09 of this Agreement shall, in addition to the foregoing, also include all present and future indebtedness, liabilities, and obligations (and all renewals and extensions thereof or any part thereof) now or hereafter owed to any Lender or any Affiliate of a Lender arising pursuant to any Lender Hedging Agreement.

Obligor means the Borrower or any other Person (other than the Administrative Agent, the Collateral Agent, or any Lender) obligated under any Loan Document.

Off-Balance Sheet Indebtedness of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (b) any liability under any sale and leaseback transaction which is not a Capital Lease, or (c) any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheets of such Person, but excluding from this clause (c) operating leases.

Omnibus Agreement means the Omnibus Agreement dated as of November 1, 2002, among the MLP, the Borrower, the MLP General Partner, and Martin Resource as amended in accordance with Section 7.14.

Organization Documents means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws; (b) with respect to any limited liability company, the certificate of formation and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation with the secretary of state or other department in the state of its formation, in each case as amended from time to time.

Other Taxes has the meaning specified in Section 3.01(b).

Outstanding Amount on any date (i) with respect to Committed Loans and Swing Line Loans, means the aggregate outstanding principal amount thereof after giving effect to any Borrowings and prepayments or repayments occurring on such date, (ii) with respect to any L/C Obligations, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date, and (iii) for purposes of Section 2.11(d) with respect to Obligations under a Lender Hedging Agreement, means the amount then due and payable under such Lender Hedging Agreement.

Participant has the meaning specified in Section 10.07(d).

PBGC means the Pension Benefit Guaranty Corporation.

Pension Plan means any "employee pension benefit plan" (as such term is defined in Section 3(2)(A) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Borrower or any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer plan (as described in Section 4064(a) of ERISA) has made contributions at any time during the immediately preceding five plan years.

Permitted Acquisition means an Acquisition or Investment by the Borrower or a Subsidiary of the Borrower resulting in ownership of assets inside the United States, or of equity interests in a Domestic Person, so long as the following requirements have been satisfied:

(a) Such Investment results in the Borrower's ownership of a Subsidiary (or such Investment is an Investment in an existing Subsidiary), and the Borrower shall have complied with the requirements of Sections 6.15 and 6.18 as of the date of such Investment;

(b) If a Borrowing is to be made under the Acquisition Subfacility in connection with such Acquisition or Investment, not less than fourteen (14) days prior to the closing of such Acquisition or Investment, the Borrower shall (i) in the case of an Investment in equity interests, deliver historical financial statements of the acquisition target, (ii) deliver to the Administrative Agent pro forma financial statements acceptable to the Administrative Agent and a certificate of a Responsible Officer of the Borrower demonstrating pro forma compliance with Section 7.15 as of the closing of such Acquisition or Investment after giving effect thereto and after giving effect to any Indebtedness (including Obligations) incurred in connection therewith, and (iii) deliver to the Administrative Agent an Appraisal not more than six months old of newly acquired Fixed Assets of the Borrower and the Guarantors after giving effect to such Acquisition or Investment;

(c) Each Investment shall have been approved or consented to by the board of directors or similar governing entity of the Person being acquired; and

(d) As of the closing of such Acquisition or Investment no Default or Event of Default shall exist or occur as a result of, and after giving effect to, such Acquisition or Investment.

Permitted Inventory Liens has the meaning set forth in the definition of Eligible Inventory.

Permitted Liens means Liens permitted under Section 7.01 as described in such Section.

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.

Plan means any "employee benefit plan" (as such term is defined in
Section 3(3) of ERISA) established by the Borrower or any ERISA Affiliate.

Principal Payment means a payment of principal (or, in the case of a Capitalized Lease or a Synthetic Lease, Attributable Indebtedness), whether pursuant to an amortization schedule, at maturity, or otherwise.

Pro Rata Share means, at any date of determination, for any Lender with respect to a particular Facility or Subfacility, the percentage (carried out to the ninth decimal place) that its Committed Sum for such Facility or Subfacility bears to the aggregate Committed Sums of all Lenders for such Facility or Subfacility.

Proceeds Account has the meaning set forth in Section 2.04(b)(iii).

Purchase Price means, with respect to any Acquisition, all direct, indirect, and deferred cash and non-cash payments made to or for the benefit of the Person being acquired (or whose assets are being acquired), its shareholders, officers, directors, employees, or Affiliates in connection with such Acquisition, including, without limitation, the amount of any Indebtedness being assumed in connection with such Acquisition and (subject to the limitations on Indebtedness hereunder) seller financing, payments under non-competition or consulting agreements entered into in connection with such Acquisition and similar agreements, all non-cash consideration and the value of any stock, options, or warrants or other rights to acquire stock issued as part of the consideration in such transaction.

Purchased Assets means the assets purchased from Martin Resource and its Subsidiaries and transferred to the MLP, the Borrower, and their respective subsidiaries pursuant to the Contribution Agreement.

Quarterly Distributions means with respect to the Borrower, the distributions by the Borrower of Available Cash (as defined in the Limited Partnership Agreement (Borrower) as in effect on the Closing Date) or with respect to MLP, the distributions by the MLP of Available Cash (as defined in the Limited Partnership Agreement (MLP) as in effect on the Closing Date).

Reduction Amount has the meaning set forth in the definition of Triggering Sale.

Register has the meaning set forth in Section 10.07(c).

Reinvested means used for capital expenditures or Acquisitions in connection with the Midstream Business of a Company.

Related Parties means, with respect to any specified Person, such Person's Affiliates and the respective directors, officers, employees, agents, and advisors of such Person and such Person's Affiliates.

Release means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposal, deposit, dispersal, migrating, or other movement into the air, ground, or surface water, or soil.

Reportable Event means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

Request for Credit Extension means (a) with respect to a Borrowing, conversion or continuation of Committed Loans, a Committed Loan Notice, (b) with respect to an L/C Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Notice.

Required Lenders means (a) on any date of determination on and after the Closing Date and prior to the date of the initial Borrowing, those Lenders holding more than 66 2/3% of the Aggregate Commitments, (b) on any date of determination on and after the date of the initial Borrowing and prior to the Maturity Date, those Lenders holding more than 66 2/3% of the sum of (i) the Revolver Commitment plus (ii) the Term Loan Principal Debt; and (c) on any date of determination on or after the Maturity Date, those Lenders holding more than 66 2/3% of the Outstanding Amount of Loans.

Required Revolver Lenders means (a) on any date of determination on and after the Closing Date and prior to the date of the initial Borrowing, those Lenders holding more than 66 2/3% of the (i) Acquisition Subfacility Commitment and (ii) Working Capital/Distribution Subfacility Commitment (b) on any date of determination on and after the date of the initial Borrowing and prior to the Maturity Date, those Lenders holding more than 66 2/3% of the Revolver Commitment; and (c) on any date of determination on or after the Maturity Date, those Lenders holding more than 66 2/3% of the Revolver Principal Debt.

Required Term Lenders means (a) on any date of determination on and after the Closing Date and prior to the date of the initial Borrowing, those Lenders holding more than 66 2/3% of the Term Loan Facility Commitment (b) on any date of determination on and after the date of the initial Borrowing and prior to the Maturity Date, those Lenders holding more than 66 2/3% of the Term Loan Committed Sum;

and (c) on any date of determination on or after the Maturity Date, those Lenders holding more than 66 2/3% of the Term Loan Principal Debt.

Responsible Officer means the president, chief executive officer, chief financial officer, controller, treasurer or assistant treasurer of a Person. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership, limited liability company, and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

Restricted Payment by a Person means any dividend or other distribution (whether in cash, securities or other property) with respect to any equity interest in such Person, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such equity interest or of any option, warrant or other right to acquire any such equity interest.

Restoration Plan means a plan approved by the Administrative Agent under which the Borrower will use Net Cash Proceeds received as the result of payments made as a result of any condemnation or Vessel requisition or under insurance policies to repair, replace, restore, or purchase substitute property for property that has been damaged or destroyed. Such approval shall not be unreasonably, conditioned, delayed or withheld.

Revolver Commitment means an amount (subject to reduction or cancellation as herein provided) equal to the sum of (i) the Working Capital/Distribution Subfacility Commitment, plus (ii) the Acquisition Subfacility Commitment, or as the context may require, means the Lenders' commitments to make Loans under the Revolver Facility pursuant to Section 2.01.

Revolver Facility means the credit facility as described in and subject to the limitations set forth in Section 2.01.

Revolver Lender means, on any date of determination, any Lender that has a Committed Sum under the Revolver Facility or that is owed any Revolver Principal Debt.

Revolver Note means a promissory note in substantially the form of Exhibit B-1, and all renewals and extensions of all or any part thereof.

Revolver Principal Debt means, on any date of determination, the aggregate unpaid principal balance of all Committed Loans under the Revolver Facility.

Rights means rights, remedies, powers, privileges, and benefits.

Royal Bank means Royal Bank of Canada.

Security Agreements means, collectively, the security agreements, or similar instruments, executed by any of the Loan Parties in favor of the Collateral Agent for the benefit of the Lenders, and all supplements, assignments, amendments, and restatements thereto (or any agreement in substitution therefore), and "Security Agreement" means each of such Security Agreements.

Stanolind Terminal Agreements means the agreements described on Schedule 1.01(c).

Stated Maturity Date means November 4, 2005.

Subfacilities means, collectively, the Acquisition Subfacility and the Working Capital/Distribution Subfacility; Subfacility means either of the Acquisition Subfacility or the Working Capital/Distribution Subfacility.

Subordinated Indebtedness has the meaning set forth in Section 7.04(b).

Subordination Agreement has the meaning set forth in Section 7.04(b).

Subsidiary of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. For avoidance of doubt, the Borrower's current 49.5% limited partnership interest in CF Martin Sulphur does not constitute "control." Unless otherwise specified, all references herein to a "Subsidiary" or to "Subsidiaries" shall refer to a Subsidiary or Subsidiaries of the Borrower.

Successor means any Person approved by the Administrative Agent and the Required Lenders. A Successor shall be approved by the Administrative Agent and the Required Lenders if such Person has adequate industry experience and such approval shall not be unreasonably, conditioned, delayed or withheld.

Swap Contract means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a "Master Agreement"), including any such obligations or liabilities under any Master Agreement.

Swap Termination Value means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a) the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include any Lender).

Swing Line means the revolving credit facility made available by the Swing Line Lender pursuant to Section 2.15.

Swing Line Borrowing means a Borrowing of a Swing Line Loan pursuant to
Section 2.15.

Swing Line Lender means Royal Bank of Canada in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

Swing Line Loan has the meaning specified in Section 2.15(a).

Swing Line Loan Notice means a notice of a Swing Line Borrowing pursuant to Section 2.15(b), which, if in writing, shall be substantially in the form of Exhibit J.

Swing Line Sublimit means an amount equal to the lesser of (a) $3,500,000 and (b) the Working Capital/Distribution Subfacility Commitments. The Swing Line Sublimit is part of, and not in addition to, the Working Capital/Distribution Subfacility Commitments.

Synthetic Lease Obligation means the monetary obligation of a Person under (a) a so-called synthetic or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which are depreciated for tax purposes by such Person. The amount of any Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.

Taxes has the meaning set forth in Section 3.01.

Term Lender means, on any date of determination, any Lender that has a Committed Sum under the Term Loan Facility or that is owed any Term Loan Principal Debt.

Term Loan Commitment means an amount (subject to reduction or cancellation as herein provided) equal to $25,000,000.

Term Loan Facility means the credit facility as described in and subject to the limitations set forth in Section 2.02.

Term Note means a promissory note substantially in the form of Exhibit B-2, and all renewals and extensions of all or any part thereof.

Term Loan Principal Debt means, on any date of determination, the aggregate unpaid principal balance of all Committed Loans under the Term Loan Facility.

Threshold Amount at any time means an amount equal to 5% of the Borrower's consolidated assets measured as of the close of the then most recent fiscal quarter end.

Triggering Sale means any Disposition (including sales of stock of Subsidiaries) (other than a transfer of assets by the Borrower or any Subsidiary of the Borrower to the Borrower or to a Wholly-Owned Subsidiary of the Borrower) with respect to which the Net Cash Proceeds realized by any Company for such Disposition, when aggregated with the Net Cash Proceeds from all such other Dispositions by all Companies occurring since the Closing Date, equals or exceeds the Threshold Amount. The portion of the Net Cash Proceeds in excess of the Threshold Amount is herein called the "Reduction Amount." For purposes of the definition Triggering Sale and Section 2.04(b)(i) and (iii), Dispositions shall not include Dispositions permitted by Section 7.07(a), (b), or (c).

Type means, with respect to a Committed Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

U.C.C. means the Uniform Commercial Code, as in effect in the state of New York.

Unauthorized Assignment means (a) an assignment by a Martin Party to any Person other than another Martin Party of any of its rights or obligations under a Material Agreement if such assignment could reasonably be expected to have a Material Adverse Effect, or (b) a holder of Liens shall foreclose or there shall occur a transfer in lieu of foreclosure or other involuntary transfer of any interests of a Martin Party in a Material Agreement if such foreclosure could reasonably be expected to have a Material Adverse Effect.

Unfunded Pension Liability means the excess of a Pension Plan's benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan's assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

Unreimbursed Amount has the meaning set forth in Section 2.14(c)(i).

U.S. Flag Vessels shall have the meaning set forth in Section 5.21(a).

U.S. Vessel Mortgage means the First Preferred Fleet Mortgage executed and delivered by the Borrower on or before the Conditions Effective Date and the First Preferred Fleet Mortgage executed by Martin Gas Marine on or before the Conditions Effective Date, each substantially in the form attached as Exhibit K.

Vessel Mortgages means, collectively, the U.S. Vessel Mortgage and any other vessel mortgage now or hereafter executed by any of the Borrower, the MLP, or their Subsidiaries to the Collateral Agent for the benefit of the Lenders.

Vessel(s) means all vessels owned by the Borrower, the MLP, and their Subsidiaries, from time to time, including, without limitation those vessels listed on Schedule 5.21 and individually, any of such vessels.

Voting Stock means the capital stock (or equivalent thereof) of any class or kind, of a Person, the holders of which are entitled to vote for the election of directors, managers, or other voting members of the governing body of such Person.

Wholly-Owned when used in connection with a Person means any Subsidiary of such Person of which all of the issued and outstanding equity interests (except shares required as directors' qualifying shares) shall be owned by such Person or one or more of its Wholly-Owned Subsidiaries.

Working Capital/Distribution Subfacility has the meaning specified in
Section 2.01(c).

Working Capital/Distribution Subfacility Commitment means an amount equal to the lesser of (i) the Borrowing Base (Working Capital/Distribution Subfacility) and (ii) (subject to reduction or cancellation as herein provided) $25,000,000.

SECTION 1.02 OTHER INTERPRETIVE PROVISIONS.

(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b) (i) The words "herein" and "hereunder" and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

(ii) Unless otherwise specified herein, Article, Section, Exhibit and Schedule references are to this Agreement.

(iii) The term "including" is by way of example and not limitation.

(iv) The term "documents" includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced.

(c) In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including;" the words "to" and "until" each mean "to but excluding;" and the word "through" means "to and including."

(d) Section headings herein and the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

SECTION 1.03 ACCOUNTING TERMS. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the audited financial statements, except as otherwise specifically prescribed herein.

SECTION 1.04 ROUNDING. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

SECTION 1.05 REFERENCES TO AGREEMENTS AND LAWS. Unless otherwise expressly provided herein, (a) references to agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

ARTICLE II.
THE COMMITMENTS AND BORROWINGS

SECTION 2.01 REVOLVER LOANS.

(a) Subject to and in reliance upon the terms, conditions, representations, and warranties in the Loan Documents, each Lender severally, but not jointly, agrees to make loans (each such Loan a "Committed Loan") to the Borrower from time to time on any Business Day during the period from the Conditions Effective Date to the Maturity Date (the "Availability Period"), in an aggregate amount not to exceed at any time outstanding the amount of such Lender's Pro Rata Share of one or more Committed Borrowings under (i) the Acquisition Subfacility (further described in Section 2.01(b) below) not to exceed such Lender's Committed Sum under the Acquisition Subfacility, and (ii) the Working

Capital/Distribution Subfacility (further described in Section 2.01(c) below) not to exceed, when aggregated with the Outstanding Amount of the L/C Obligations and Swing Line Loans, such Lender's Committed Sum under the Working Capital/Distribution Subfacility. Such Committed Borrowings may be repaid and reborrowed from time to time in accordance with the terms and provisions of the Loan Documents; provided that, each such Committed Borrowing must occur on a Business Day and no later than the Business Day immediately preceding the Maturity Date.

(b) Committed Loans under the Acquisition Subfacility shall be available to Borrower for the purposes set forth in Section 6.12(b). After giving effect to any Committed Borrowing under the Acquisition Subfacility, the aggregate Outstanding Amount of all Committed Loans under the Acquisition Subfacility shall not exceed the Acquisition Subfacility Commitment then in effect.

(c) Committed Loans under the Working Capital/Distribution Subfacility shall be available to Borrower for the purposes set forth in Section 6.12(c); provided, however, Committed Borrowings under the Working Capital/Distribution Subfacility will be available to fund not more than $2,500,000 in Distribution Loans in any four (4) consecutive fiscal quarters. After giving effect to any Committed Borrowing under the Working Capital/Distribution Subfacility, the aggregate Outstanding Amount of all Committed Loans, Swing Line Loans, and L/C Obligations under the Working Capital/Distribution Subfacility shall not exceed the Working Capital/Distribution Subfacility Commitment then in effect.

SECTION 2.02 TERM LOAN FACILITY. Subject to and in reliance upon the terms, conditions, representations, and warranties in the Loan Documents, each Lender severally, but not jointly, agrees to make Committed Loans to Borrower in a single disbursement on the Conditions Effective Date in aggregate amount not to exceed at any time outstanding the amount of such Lender's Pro Rata Share of the Term Loan Commitment. If all or a portion of the Term Loan Principal Debt is paid or prepaid, then the amount so paid or prepaid may not be reborrowed. Any portion of the Term Loan Commitment that remains undisbursed after the initial disbursement under the Term Loan Facility shall be reduced to zero and cancelled on the date of such initial disbursement.

SECTION 2.03 BORROWINGS, CONVERSIONS AND CONTINUATIONS OF LOANS.

(a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Committed Loans as the same Type shall be made upon the Borrower's irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 12:00 noon, New York, New York time, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans, and (ii) one Business Day prior to the conversion of Eurodollar Rate Loans to Base Rate Committed Loans, or one Business Day prior to the requested date of any Borrowing of Base Rate Committed Loans. Each such telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by an authorized officer of the Borrower. Each Committed Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Committed Borrowing, conversion or continuation (as applicable) is under the Term Loan Facility, the Acquisition Subfacility or the Working Capital/Distribution Subfacility, (ii) whether the Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Committed Loans as the same Type, (iii) the requested date of the Committed Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iv) the principal amount of Committed Loans to be borrowed, converted or continued, (v) the Type of Committed Loans to be borrowed or to

which existing Committed Loans are to be converted, and (vi) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made or continued as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Committed Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of its Pro Rata Share of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Committed Loans described in the preceding subsection. In the case of a Committed Borrowing, each Lender shall make the amount of its Committed Loan available to the Administrative Agent in immediately available funds at the Administrative Agent's Office not later than 12:00 Noon, New York, New York time, on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.03 (and, if such Committed Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Royal Bank with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to the Administrative Agent by the Borrower; provided, however, that if, on the date of the Committed Borrowing there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such L/C Borrowings, second, to the payment in full of any such Swing Line Loans, and third to the Borrower as provided above.

(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of the Interest Period for such Eurodollar Rate Loan. During the existence of a Default or Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurodollar Rate Loans be converted immediately to Base Rate Loans.

(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Eurodollar Rate Loan upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error.

(e) After giving effect to all Committed Borrowings, all conversions of Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than six (6) Interest Periods in effect at any given time with respect to Committed Loans.

SECTION 2.04 PREPAYMENTS.

(a) Optional Prepayments. The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay in whole or in part Committed Loans outstanding under the Acquisition Subfacility, the Working Capital/Distribution Subfacility and/or the Term Loan Principal Debt without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 10:00 a.m., New York, New York time, (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (B) the date of prepayment of Base Rate Committed Loans;

(ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares.

Unless a Default or Event of Default has occurred and is continuing or would arise as a result thereof, any payment or prepayment of the Committed Loans may be reborrowed under the Revolver Facility by the Borrower, subject to the terms and conditions hereof.

(b) Mandatory Prepayments from Net Cash Proceeds.

(i) (A) Except as provided in clause (B) with respect to condemnation, Vessel requisition, or insurance proceeds, if any portion of the Net Cash Proceeds realized by a Company from any Triggering Sale (including any deferred purchase price therefore) has not been Reinvested within one hundred eighty (180) days from the receipt by such Company of such Net Cash Proceeds (including receipt of any deferred payments for any such Triggering Sale or portion thereof, if and when received), then on the Business Day following such one hundred eightieth (180th) day the Commitments shall be permanently reduced, and the Loans shall be prepaid, in an amount equal to the portion of the Reduction Amount that is not so Reinvested. (B) If any portion of the Net Cash Proceeds realized by a Company from any Triggering Sale received as the result of payments made as a result of any condemnation or Vessel requisition or under any insurance policy has not been used in connection with a Restoration Plan, then on the Business Day following the time period for restoration specified in the Restoration Plan the Commitments shall be permanently reduced, and the Loans shall be prepaid, in an amount equal to the portion of the Reduction Amount remaining on deposit in the Proceeds Account. Net Cash Proceeds of a Disposition that equal, when aggregated with Net Cash Proceeds of all Dispositions since the Closing Date, an amount less than the Threshold Amount shall not be required to be used for mandatory prepayments or commitment reductions pursuant to this Section 2.04(b).

(ii) If any Net Cash Proceeds are received by a Company (A) from the issuance or incurrence of Subordinated Indebtedness by a Company, (B) from the Disposition of any equity interests in CF Martin Sulphur owned by a Company, or (C) in respect of the dissolution of CF Martin Sulphur, the Loans shall be prepaid and, in the case of clause (A), the Commitments shall be permanently reduced, immediately upon receipt of such Net Cash Proceeds in an amount equal to the amount of Net Cash Proceeds received in respect of such Subordinated Indebtedness, Disposition, or dissolution whether or not such Disposition or dissolution qualifies as a Triggering Sale.

(iii) Upon receipt by any Company of Net Cash Proceeds from a Triggering Sale, the Borrower shall (or shall cause the applicable Company to) deposit an amount equal to the Reduction Amount into an account or accounts with the Collateral Agent (collectively, the "Proceeds Account"); provided, however, that the Borrower shall not be required to deposit an amount that is more than the amount of the Commitments. In the case of Section 2.04(b)(i)(A), such Reduction Amount shall remain in the Proceeds Account until the earlier of (x) the date such

Reduction Amount is Reinvested, or (y) the one hundred eightieth
(180th) day following the receipt of such Reduction Amount. If such Reduction Amount is not Reinvested as herein provided, such proceeds shall, on the Business Day following such one hundred eightieth (180th) day, be used for prepayment of Loans and any excess shall be refunded to the Borrower, or, if there are no outstanding Loans or unpaid outstanding Obligations then due, such Reduction Amount shall be refunded to the Borrower, and the Commitments shall be permanently reduced as provided in Section 2.04(b)(i); provided, however, that if the outstanding Loans are Eurodollar Rate Loans, the Collateral Agent shall hold such proceeds in the Proceeds Account until the Eurodollar Rate Loans can be prepaid without incurring funding losses under
Section 3.05; provided, further, that if the Loans have become due and payable pursuant to Section 8.02 or otherwise, the Collateral Agent shall, upon the request of the Administrative Agent, deliver funds from the Proceeds Account to the Administrative Agent which may, without notice, apply all such funds to the repayment of the Obligations. In the case of Section 2.04(b)(i)(B), such Reduction Amount shall remain in the Proceeds Account until the earlier of (x) the date such Reduction Amount is to be applied in connection with the applicable Restoration Plan, or (y) the Business Day following the final day of the applicable Restoration Plan (or in the absence of an applicable Restoration Plan delivered pursuant to Section 6.07, on a date identified by the Administrative Agent which shall not be earlier than 180 days after the receipt of such Reduction Amount). If such Reduction Amount is not used in connection with a Restoration Plan, such proceeds shall, on the Business Day following the last day of the applicable Restoration Plan or on a date chosen by the Administrative Agent (which shall not be earlier than 180 days after the receipt of such Reduction Amount), as appropriate, be used for prepayment of Loans and any excess shall be refunded to the Borrower, or, if there are no outstanding Loans or unpaid outstanding Obligations then due, such Reduction Amount shall be refunded to the Borrower, and the Commitments shall be permanently reduced as provided in Section 2.04(b)(i); provided, however, that if the outstanding Loans are Eurodollar Rate Loans, the Collateral Agent shall hold such proceeds in the Proceeds Account until the Eurodollar Rate Loans can be prepaid without incurring funding losses under Section 3.05; provided, further, that if the Loans have become due and payable pursuant to Section 8.02 or otherwise, the Collateral Agent, upon the request of the Administrative Agent, shall deliver funds from the Proceeds Account to the Administrative Agent which may, without notice, apply all funds in the Proceeds Account to repayment of the Obligations.

(iv) The prepayments and commitment reductions provided for in this Section 2.04(b) shall be applied as follows, unless a Default or Event of Default has occurred and is continuing or would arise as a result thereof (whereupon the provisions of Section 2.11(d) shall apply): (A) first, as a payment of all Unreimbursed Amounts then outstanding, until paid in full, (B) second, as a repayment of all Swing Line Loans, then outstanding, until paid in full, (c) third, as a repayment of the Term Loan Principal Debt, until paid in full, and (D) fourth, as a repayment of Revolver Principal Debt, to be allocated on a pro rata basis between the Acquisition Subfacility and the Working Capital/Distribution Subfacility. If any prepayments of Revolver Principal Debt pursuant to Section 2.04(b)(ii) are made, the Revolver Commitment shall be permanently reduced by the amount of such prepayments on a pro rata basis between the Acquisition Subfacility and the Working Capital Distribution Subfacility.

(v) All funds held in the Proceeds Account shall be invested in time deposits or certificates of deposit issued by the Administrative Agent or in investments that constitute Cash Equivalents (provided that the maturities thereof shall not exceed 180 days). All interest and income earned on the amounts held in the Proceeds Account shall be paid to the Borrower at the time the funds therein are applied as provided in this Section 2.04(b).

(vi) The Borrower hereby grants to the Collateral Agent, for the benefit of the Lenders, a lien on and security interest in and to the Proceeds Account and all monies, cash, checks, drafts, certificates of deposit, instruments, investment property, and other items received by Collateral Agent for deposit therein and held therein, as security for the Obligations. The rights granted by this Section 2.04(b)(vi) shall be in addition to the rights of the Collateral Agent under any statutory banker's Lien or the common law right of setoff.

(c) Mandatory Payments/Reductions. (i) If for any reason the Outstanding Amount of all Committed Loans, Swing Line Loans, and L/C Obligations at any time exceeds the Aggregate Commitments then in effect, the Borrower shall immediately prepay Committed Loans and/or Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess unless such excess occurs as a result of an event described in clause (ii) of this Section in which case such excess shall be repaid within three Business Days of such excess occurring; and (ii) if for any reason the Outstanding Amount of all Committed Loans, Swing Line Loans, and L/C Obligations under the Working Capital/Distribution Subfacility exceeds the Working Capital/Distribution Subfacility Commitment, the Borrower shall prepay Committed Loans and/or Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess within three Business Days of such excess occurring.

(d) Prepayments: Interest/Consequential Loss. All prepayments under this Section 2.04 shall be made together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts due under
Section 3.05.

(e) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. New York, New York time on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

SECTION 2.05 REDUCTION OR TERMINATION OF COMMITMENTS. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments or (prior to the Initial Funding Date) permanently reduce the Term Loan Commitment, or permanently reduce the Revolver Commitment to an amount not less than the sum of the Outstanding Amount of the then existing (a) Revolver Principal Debt, (b) L/C Obligations, and (c) Swing Line Loans; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. New York, New York time, five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $500,000 in excess thereof and (iii) any Revolver Commitment reduction shall be allocated between the Acquisition Subfacility and the Working Capital/Distribution Subfacility in amounts not less than $500,000. The Administrative Agent shall promptly notify the Lenders of any such notice of reduction or termination. Once reduced in accordance with this Section, the Commitments may not be increased. Any reduction of the Revolver Commitment shall be applied to the Commitment of each Lender according to its Pro Rata Share, and any reduction of the Term Loan Commitment shall be applied to the Commitment of each Lender according to its Pro Rata Share. All commitment fees on the portion of the Commitment so terminated which have accrued to the effective date of any termination of Commitments shall be paid on the effective date of such termination.

SECTION 2.06 REPAYMENT OF LOANS.

(a) The Borrower shall repay to the Lenders on the Maturity Date the aggregate principal amount of Committed Loans outstanding on such date.

(b) The Borrower shall repay each Swing Line Loan on the earlier to occur of (i) each Friday during the term hereof or, if any Friday is not a Business Day, the next Business Day following such Friday and (ii) the Maturity Date.

SECTION 2.07 INTEREST.

(a) Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate; (ii) each Base Rate Committed Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate.

(b) The Borrower shall pay interest on all past due amounts at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Law. Accrued and unpaid interest on such past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

(d) If the designated rate applicable to any Borrowing exceeds the Maximum Rate, the rate of interest on such Borrowing shall be limited to the Maximum Rate, but any subsequent reductions in such designated rate shall not reduce the rate of interest thereon below the Maximum Rate until the total amount of interest accrued thereon equals the amount of interest which would have accrued thereon if such designated rate had at all times been in effect. In the event that at maturity (stated or by acceleration), or at final payment of the Outstanding Amount of any Committed Loans, Swing Line Loans or L/C Obligations, the total amount of interest paid or accrued is less than the amount of interest which would have accrued if such designated rates had at all times been in effect, then, at such time and to the extent permitted by Law, the Borrower shall pay an amount equal to the difference between (a) the lesser of the amount of interest which would have accrued if such designated rates had at all times been in effect and the amount of interest which would have accrued if the Maximum Rate had at all times been in effect, and (b) the amount of interest actually paid or accrued on such Outstanding Amount.

SECTION 2.08 FEES.

(a) Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate times the actual daily amount by which the Aggregate Committed Sum with respect to the Revolver Facility exceeds the sum of (i) the Outstanding Amount of Committed Loans with respect to the Revolver Facility and (ii) the Outstanding Amount of L/C Obligations. The commitment fee shall accrue at all times from the Closing Date until the Maturity Date and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to

occur after the Closing Date, and on the Maturity Date. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. The commitment fee shall accrue at all times, including at any time during which one or more of the conditions in Article IV is not met.

(b) Arranger's and Agency Fees. The Borrower shall pay certain fees to the Arranger for the Arranger's own account, and shall pay an agency fee to the Administrative Agent for the Administrative Agent's own account, in the amounts and at the times specified in the letter agreement, dated September 5, 2002 (the "Agent/Arranger Fee Letter"), between the Borrower, the Arranger and the Administrative Agent. Such fees shall be fully earned when paid and shall be nonrefundable for any reason whatsoever.

(c) Lenders' Upfront Fee. On the Conditions Effective Date, the Borrower shall pay to the Administrative Agent, for the account of the Lenders in accordance with their respective Pro Rata Shares, an upfront fee in the agreed amount in accordance with the Agent/Arranger Fee Letter. Such upfront fees are for the credit facilities by the Lenders under this Agreement and are fully earned on the date paid. The upfront fee paid to each Lender is solely for its own account and is nonrefundable for any reason whatsoever.

SECTION 2.09 COMPUTATION OF INTEREST AND FEES. Computation of interest on Base Rate Loans shall be calculated on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed. Computation of all other types of interest and all fees shall be calculated on the basis of a year of 360 days and the actual number of days elapsed, which results in a higher yield to the payee thereof than a method based on a year of 365 or 366 days. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall bear interest for one day.

SECTION 2.10 EVIDENCE OF DEBT.

(a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of such Lender shall control. Upon the request of any Lender made through the Administrative Agent, such Lender's Loans may be evidenced by one or more Notes. Each Lender may attach schedules to its Note(s) and endorse thereon the date, Type (if applicable), amount and maturity of the applicable Loans and payments with respect thereto.

(b) In addition to the accounts and records referred to in subsection
(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control.

SECTION 2.11 PAYMENTS GENERALLY.

(a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent's Office in Dollars and in immediately available funds not later than 12:00 noon, New York, New York time, on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender's Lending Office. All payments received by the Administrative Agent after 12:00 noon, New York, New York time, shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.

(b) Subject to the definition of "Interest Period," if any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(c) If no Default or Event of Default exists and if no order of application is otherwise specified in the Loan Documents, payments and prepayments of the Obligations shall be applied first to fees, second to accrued interest then due and payable on the Outstanding Amount of Loans and L/C Obligations, and then to the remaining Obligations in the order and manner as Borrower may direct.

(d) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully the Obligations then due, or if a Default or Event of Default exists, any payment or prepayment shall be applied in the following order: (i) to the payment of enforcement expenses incurred by the Administrative Agent, including Attorney Costs; (ii) to the ratable payment of all other fees, expenses, and indemnities for which the Administrative Agent or the Lenders are entitled to payment but have not yet been paid or reimbursed in accordance with the Loan Documents (as used in this Section 2.11(d)(ii), a "ratable payment" for any Lender or the Administrative Agent shall be, on any date of determination, that proportion which the portion of the total fees, expenses, and indemnities owed to such Lender or the Administrative Agent bears to the total aggregate fees and indemnities owed to all Lenders and the Administrative Agent on such date of determination); (iii) to the ratable payment of accrued and unpaid interest on the Outstanding Amount of Loans and the Outstanding Amount of Obligations under Lender Hedging Agreements (as used in this Section 2.11(d)(iii), "ratable payment" means, for any Lender (or Lender Affiliate, in the case of Lender Hedging Agreements), on any date of determination, that proportion which the accrued and unpaid interest on the Outstanding Amount of Loans and the Outstanding Amount of Obligations under Lender Hedging Agreements owed to such Lender (or Lender Affiliate, in the case of Lender Hedging Agreements) bears to the total accrued and unpaid interest on the Outstanding Amount of Loans and the Outstanding Amount of Obligations under Lender Hedging Agreements owed to all Lenders (and Affiliates, in the case of Lender Hedging Agreements)); (iv) to the ratable payment of the Outstanding Amount of Loans (as used in this Section 2.11(d)(iv), "ratable payment" means for any Lender, on any date of determination, that proportion which the Outstanding Amount of Loans owed to such Lender bears to the Outstanding Amount of Loans owed to all Lenders); (v) to Cash Collateralize the Letters of Credit, and (vi) to the payment of the remaining Obligations then due, if any, in the order and manner the Required Lenders deem appropriate.

(e) Unless the Borrower or any Lender has notified the Administrative Agent prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall

not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then:

(i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds, at the Federal Funds Rate from time to time in effect; and

(ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the "Compensation Period") at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender's Committed Loan, included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.

A notice of the Administrative Agent to any Lender with respect to any amount owing under this subsection (e) shall be conclusive, absent manifest error.

(f) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and the conditions to the applicable Borrowing set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(g) The obligations of the Lenders hereunder to make Loans are several and not joint. The failure of any Lender to make any Loan on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or purchase its participation.

(h) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

SECTION 2.12 SHARING OF PAYMENTS. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Loans made by it, or the participations in the L/C Obligations, or in Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Committed Loans made by them, and/or such subparticipations in the participations in L/C Obligations or Swing Line Loans held by them, as the

case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loan or such participations, as the case may be, pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender's ratable share (according to the proportion of (i) the amount of such paying Lender's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this
Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

SECTION 2.13 PRIORITY OF HEDGING OBLIGATIONS. Any amounts received in satisfaction of any Obligations arising under the Loan Documents, including, without limitation, Obligations under this Agreement and any Lender Hedging Agreement, shall rank pari passu in right of payment and shall be used to repay such Obligations on a pro rata basis.

SECTION 2.14 LETTERS OF CREDIT.

(a) The Letter of Credit Commitment.

(i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.14, (1) from time to time on any Business Day during the period from the Conditions Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower or its Subsidiaries, and to amend or renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drafts under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and its Subsidiaries; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in, any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Outstanding Amount of all L/C Obligations and all Loans under the Working Capital/Distribution Subfacility would exceed the Aggregate Commitments under the Working Capital/Distribution Subfacility, (y) the aggregate Outstanding Amount of the Loans of any Lender under the Working Capital/Distribution Subfacility, plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations plus such Lender's Pro Rata Share of the Outstanding Amount of all Swing Line Loans would exceed such Lender's Working Capital/Distribution Subfacility Commitment, or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower's ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

(ii) The L/C Issuer shall be under no obligation to issue any Letter of Credit if:

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it;

(B) subject to Section 2.14(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the Required Lenders have approved such expiry date;

(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Lenders have approved such expiry date;

(D) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer generally applicable to all borrowers; or

(E) such Letter of Credit is in a face amount less than $100,000, or is to be used for a purpose other than as described in Section 6.12 or is denominated in a currency other than Dollars.

(iii) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(b) Procedures for Issuance and Amendment of Letters of Credit; Evergreen Letters of Credit.

(i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such L/C Application must be received by the L/C Issuer and the Administrative Agent not later than 11:00 a.m., New York, New York time, at least two Business Days (or such later date and time as the L/C Issuer may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of

amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer may require.

(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by the L/C Issuer of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer's usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a participation in such Letter of Credit in an amount equal to the product of such Lender's Pro Rata Share times the amount of such Letter of Credit.

(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in it sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an "Evergreen Letter of Credit"); provided that any such Evergreen Letter of Credit must permit the L/C Issuer to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the "Nonrenewal Notice Date") in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer for any such renewal. Once an Evergreen Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the renewal of such Letter of Credit at any time to a date not later than the Letter of Credit Expiration Date; provided, however, that the L/C Issuer shall not permit any such renewal if it has received notice on or before the Business Day immediately preceding the Nonrenewal Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such renewal or (2) from any Lender stating that one or more of the applicable conditions specified in Section 4.03 is not then satisfied and directing the L/C Issuer not to permit such renewal. Notwithstanding anything to the contrary contained herein, the L/C Issuer shall have no obligation to permit the renewal of any Evergreen Letter of Credit at any time.

(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c) Drawings and Reimbursements; Funding of Participations.

(i) Upon any drawing under any Letter of Credit, the L/C Issuer shall notify the Borrower and the Administrative Agent thereof. Not later than 11:00 a.m., New York time, on the date of any payment by the L/C Issuer under a Letter of Credit (each such date, an "Honor Date"), the Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (the "Unreimbursed Amount"), and such Lender's Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested a Committed

Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.03 (other than the delivery of a Committed Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.14(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii) Each Lender (including the Lender acting as L/C Issuer) shall upon any notice pursuant to Section 2.14(c)(i) make funds available to the Administrative Agent for the account of the L/C Issuer at the Administrative Agent's Office in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m., New York time, on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.14(c)(iii), each Lender that so makes funds available shall be deemed to have made a Base Rate Committed Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the L/C Issuer.

(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Committed Borrowing of Base Rate Loans because the conditions set forth in Section 4.03 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Lender's payment to the Administrative Agent for the account of the L/C Issuer pursuant to
Section 2.14(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.14.

(iv) Until each Lender funds its Committed Loan or L/C Advance pursuant to this Section 2.14(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender's Pro Rata Share of such amount shall be solely for the account of the L/C Issuer.

(v) Each Lender's obligation to make Committed Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.14(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi) If any Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.14(c) by the time specified in Section 2.14(c)(ii), the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the L/C Issuer submitted to

any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

(d) Repayment of Participations.

(i) At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender's L/C Advance in respect of such payment in accordance with Section 2.14(c), if the Administrative Agent receives for the account of the L/C Issuer any payment related to such Letter of Credit (whether directly from the Borrower or otherwise, including proceeds of cash Collateral applied thereto by the Administrative Agent), or any payment of interest thereon, the Administrative Agent will distribute to such Lender its Pro Rata Share thereof in the same funds as those received by the Administrative Agent.

(ii) If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.14(c)(i) is required to be returned, each Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect.

(e) Obligations Absolute. The obligation of the Borrower to reimburse the L/C Issuer for each drawing under each Letter of Credit, and to repay each L/C Borrowing and each drawing under a Letter of Credit that is refinanced by a Borrowing of Loans, shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating thereto;

(ii) the existence of any claim, counterclaim, set-off, defense or other right that the Borrower may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv) any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or

(v) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, that might otherwise constitute a defense available to, or a discharge of, the Borrower.

The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower's instructions or other irregularity, the Borrower will immediately notify the L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.

(f) Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. No Agent-Related Person nor any of the respective correspondents, participants or assignees of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. No Agent-Related Person, nor any of the respective correspondents, participants or assignees of the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through
(v) of Section 2.14(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the L/C Issuer's willful misconduct or gross negligence or the L/C Issuer's willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(g) Cash Collateral. Upon the request of the Administrative Agent, (i) if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, the Borrower shall immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount). The Borrower hereby grants the Collateral Agent, for the benefit of the L/C Issuer and the Lenders, a Lien on all such cash and deposit accounts at the Administrative Agent and the Collateral Agent.

(h) Applicability of ISP98. Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), the rules of the "International Standby Practices 1998" published by the Institute of

International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) shall apply to each Letter of Credit.

(i) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Pro Rata Share a Letter of Credit fee for each Letter of Credit issued equal to the product of the Applicable Rate times the actual daily undrawn amount under each Letter of Credit. Such fee for each Letter of Credit shall be due and payable on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, and on the Letter of Credit Expiration Date. If there is any change in the Applicable Rate during any quarter, the actual daily undrawn amount of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(j) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to the L/C Issuer for its own account an annual fronting fee in an amount with respect to each Letter of Credit issued equal to the greater of (i) $500 or (ii) 1/4 of 1% per annum calculated on the daily undrawn face amount thereof. In addition, the Borrower shall pay directly to the L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such fees and charges are due and payable on demand and are nonrefundable.

(k) Conflict with Letter of Credit Application. In the event of any conflict between the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall control.

SECTION 2.15 SWING LINE LOANS.

(a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make loans (each such loan, a "Swing Line Loan") to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender's Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Amount Outstanding under the Working Capital/Distribution Subfacility shall not exceed the Aggregate Commitments under the Working Capital/Distribution Subfacility, and (ii) the aggregate Outstanding Amount of the Committed Loans under the Working Capital/Distribution Subfacility of any Lender, plus such Lender's Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender's Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender's Working Capital/Distribution Subfacility Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.15, prepay under Section 2.04, and reborrow under this Section
2.15. Each Swing Line Loan shall be a Base Rate Loan and shall be outstanding for no longer than five (5) Business Days. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender's Pro Rata Share times the amount of such Swing Line Loan.

(b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower's irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 2:00 p.m. New York, New York time on the

requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 or a whole multiple of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Administrative Agent of any telephonic Swing Line Loan Notice, the Administrative Agent will notify the Swing Line Lender (by telephone or in writing) of such Swing Line Loan Notice and the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:30 p.m. New York, New York time on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.15(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. New York, New York time on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds.

(c) Refinancing of Swing Line Loans.

(i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Lender make a Base Rate Committed Loan in an amount equal to such Lender's Pro Rata Share of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.03, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Commitments and the conditions set forth in
Section 4.03. The Swing Line Lender shall furnish the Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds for the account of the Swing Line Lender at the Administrative Agent's Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.15(c)(ii), each Lender that so makes funds available shall be deemed to have made a Base Rate Committed Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

(ii) If for any reason any Swing Line Loan cannot be refinanced by such a Committed Borrowing in accordance with Section 2.15(c)(i), the request for Base Rate Committed Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Loan and each Lender's payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.15(c)(i) shall be deemed payment in respect of such participation.

(iii) If any Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.15(c) by the time specified in Section 2.15(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender

at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(iv) Each Lender's obligation to make Committed Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.15(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender's obligation to make Committed Loans pursuant to this Section 2.15(c) is subject to the conditions set forth in Section 4.03. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein.

(d) Repayment of Participations.

(i) At any time after any Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Pro Rata Share of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's risk participation was funded) in the same funds as those received by the Swing Line Lender.

(ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Lender shall pay to the Swing Line Lender its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender.

(e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans. Until each Lender funds its Base Rate Committed Loan or risk participation pursuant to this Section 2.15 to refinance such Lender's Pro Rata Share of any Swing Line Loan, interest in respect of such Pro Rata Share shall be solely for the account of the Swing Line Lender.

(f) Payments Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

ARTICLE III.
TAXES, YIELD PROTECTION AND ILLEGALITY

SECTION 3.01 TAXES.

(a) Any and all payments by the Borrower to or for the account of the Administrative Agent or any Lender under any Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, excluding, in the case of the Administrative Agent

and each Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which the Administrative Agent or such Lender, as the case may be, is organized or maintains its Lending Office (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by any Laws to deduct any Taxes from or in respect of any sum payable under any Loan Document to the Administrative Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section), each of the Administrative Agent and such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Administrative Agent (which shall forward the same to such Lender) the original or a certified copy of a receipt evidencing payment thereof.

(b) In addition, the Borrower agrees to pay any and all present or future stamp, court or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document (hereinafter referred to as "Other Taxes").

(c) If the Borrower shall be required to deduct or pay any Taxes or Other Taxes from or in respect of any sum payable under any Loan Document to the Administrative Agent or any Lender, the Borrower shall also pay to the Administrative Agent (for the account of such Lender) or to such Lender, at the time interest is paid, such additional amount that such Lender specifies as necessary to preserve the after-tax yield (after factoring in all taxes, including taxes imposed on or measured by net income) such Lender would have received if such Taxes or Other Taxes had not been imposed.

(d) The Borrower agrees to indemnify the Administrative Agent and each Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section) paid by the Administrative Agent and such Lender, (ii) amounts payable under Section 3.01(c) and (iii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Payment under this subsection (d) shall be made within 30 days after the date the Lender or the Administrative Agent makes a demand therefor.

SECTION 3.02 ILLEGALITY. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or materially restricts the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the applicable offshore Dollar market, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Committed Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period thereof, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the

need for such notice and will not, in the reasonable judgment of such Lender, otherwise be materially disadvantageous to such Lender.

SECTION 3.03 INABILITY TO DETERMINE RATES. If the Administrative Agent determines in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the applicable offshore Dollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, or adequate and reasonable means do not exist for determining the Eurodollar Rate for such Eurodollar Rate Loan, or (b) if the Required Lenders determine and notify the Administrative Agent that the Eurodollar Rate for such Eurodollar Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Eurodollar Rate Loan, then the Administrative Agent will promptly notify the Borrower and all Lenders. Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended until the Administrative Agent revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing, conversion or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein.

SECTION 3.04 INCREASED COST AND REDUCED RETURN; CAPITAL ADEQUACY; RESERVES ON EURODOLLAR RATE LOANS.

(a) If any Lender determines that as a result of a Change in Law, or such Lender's compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Loans, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this subsection (a) any such increased costs or reduction in amount resulting from
(i) Taxes or Other Taxes (as to which Section 3.01 shall govern), (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or has its Lending Office, and (iii) reserve requirements contemplated by Section 3.04(c) utilized, as to Eurodollar Rate Loans, in the determination of the Eurodollar Rate), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction.

(b) If any Lender determines a Change In Law regarding capital adequacy has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender's obligations hereunder (taking into consideration its policies with respect to capital adequacy and such Lender's desired return on capital), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction.

(c) The Borrower shall pay to each Lender, as long as such Lender shall be required under regulations of the Board to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as "Eurocurrency liabilities"), additional costs on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least 15 days' prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice 15 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable 15 days from receipt of such notice.

SECTION 3.05 FUNDING LOSSES. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or

(b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the applicable offshore Dollar interbank market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

SECTION 3.06 MATTERS APPLICABLE TO ALL REQUESTS FOR COMPENSATION.

(a) A certificate of the Administrative Agent or any Lender claiming compensation under this Article III and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods.

(b) If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

SECTION 3.07 SURVIVAL. All of the Borrower's obligations under this Article III shall survive termination of the Commitments and payment in full of all the other Obligations.

ARTICLE IV.
CONDITIONS PRECEDENT TO BORROWINGS

SECTION 4.01 CONDITIONS TO INITIAL CREDIT EXTENSION. The obligation of each Lender to fund its portion of the initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:

(a) The Administrative Agent's receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) and unless otherwise specified, each properly executed by an

authorized officer of the signing Loan Party, each dated the Conditions Effective Date (or, in the case of certificates of governmental officials, a recent date before the Conditions Effective Date) or the Closing Date, as appropriate, and each in form and substance satisfactory to the Administrative Agent and its legal counsel:

(i) executed counterparts of this Agreement, the Master Consent to Assignment, the Guaranties, the U.S. Vessel Mortgages, the Mortgages executed by the Borrower substantially in the forms of Exhibits L and M and all other Collateral Documents required by the Administrative Agent, each dated as of the Closing Date or as of the Conditions Effective Date;

(ii) Notes executed by the Borrower in favor of each Lender requesting such Notes, each in a principal amount equal to such Lender's Committed Sum, each dated as of the Closing Date or as of the Conditions Effective Date;

(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of officers of each Loan Party as the Administrative Agent may require to establish the identities of and verify the authority and capacity of each officer thereof authorized to act in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;

(iv) such evidence as the Administrative Agent may reasonably require to verify that each Loan Party is duly organized or formed, validly existing, and in good standing in the jurisdiction of its organization;

(v) a certificate signed by a Responsible Officer of the Borrower certifying that (A) the MLP Offering Closing has occurred and that the gross proceeds of the sale of limited partner units (other than proceeds paid by the MLP General Partner and Martin Parties) are not less than $55,000,000, (B) that the representations and warranties contained in Article V are true and correct in all respects on and as of such date, (C) no Default or Event of Default has occurred and is continuing as of such date, (D) since December 31, 2001 there has occurred no material adverse change in (x) the business, assets, liabilities (actual or contingent), operations, or condition (financial or otherwise) of the Borrower or any Guarantor, or (y) any of the businesses, assets or liabilities acquired or assumed or being acquired or assumed by the Borrower or any of its Subsidiaries, (E) Purchased Assets have been conveyed to the Borrower pursuant to the Contribution Agreement, and the Borrower and its Subsidiaries own the assets and businesses reflected on the MLP Balance Sheet free and clear of all Liens other than Permitted Liens and Liens to be released on the Closing Date (as described in Section 4.01(h)), (F) there is no litigation, investigation or proceeding known to and affecting the Borrower or any Borrower Affiliate for which the Borrower is required to give notice pursuant to Section 6.03(c) (or, if there is any such litigation, investigation or proceeding, then a notice containing the information required by Section 6.03(c) shall be given concurrently with the delivery of the certificate given pursuant to this clause
(v)), and (G) no action, suit, investigation or proceeding is pending or threatened in any court or before any arbitrator or governmental authority by or against the Borrower, any Guarantor, the MLP General Partner, or any of their respective properties, that (x) could reasonably be expected to materially and adversely affect the Borrower or any Guarantor, or (y) seeks to affect or pertains to any transaction contemplated hereby or the ability of the Borrower or any Guarantor to perform its obligations under the Loan Documents;

(vi) a certificate of a Responsible Officer (A) listing the Material Agreements then in effect, each of which shall be in form and substance satisfactory to the Administrative Agent, and

(B) attaching a copy of each of the listed Material Agreements, and (C)
certifying that each such Material Agreement has been duly executed and is in full force and effect;

(vii) a certificate of a Responsible Officer providing copies of the following or a copy of the MLP Registration Statement containing the following (A) historical audited financial information for predecessor entities and/or businesses for the three (3) years ended December 31, 2001, and historical unaudited financial information for predecessor entities and/or businesses for the fiscal quarters ended March 31, 2002, and June 30, 2002; and (B) such other financial information as the Administrative Agent may request;

(viii) opinions from (A) Baker Botts L.L.P., counsel to each Loan Party and the General Partner, substantially in the form of Exhibit F-1 hereto, and (B) local counsel to each Loan Party with respect to each deed of trust or mortgage executed by a Loan Party;

(ix) a letter from CT Corporation System, Inc., to accept service of process in the State of New York on behalf of the Borrower and each Guarantor;

(x) a duly completed Compliance Certificate in the form of Exhibit C signed by a Responsible Officer of the Borrower and a Responsible Officer of the MLP demonstrating pro forma compliance with
Section 7.15 as of the Closing Date;

(xi) a duly completed Borrowing Base Certificate in the form of Exhibit H signed by a Responsible Officer of the Borrower and a Responsible Officer of the MLP; and

(xii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender, or the Required Lenders reasonably may require.

(b) Any fees due and payable at the Conditions Effective Date shall have been paid.

(c) The Borrower shall have paid Attorney Costs of the Administrative Agent to the extent invoiced prior to, or on, the Conditions Effective Date.

(d) The Borrower shall be a direct or indirectly wholly-owned subsidiary of the MLP, and Martin Resource shall own at least 51% of the MLP General Partner.

(e) Each Company shall have delivered the following documents:

(i) such Lien searches and abstracts of title as the Administrative Agent shall have requested, and such termination statements or other documents as may be necessary to confirm that the Collateral is subject to no other Liens (other than Permitted Liens and Liens to be released on the Closing Date (as described in Section 4.01(h)) in favor of any Persons;

(ii) funds sufficient to pay any filing or recording tax or fee in connection with any and all UCC-1 financing statements or UCC-3 amendment financing statements, or fees associated with the filing of the Mortgages or amendments to Mortgages;

(iii) evidence that the Collateral Agent has been named as loss payee and mortgagee under all policies of casualty insurance pertaining to the Collateral;

(iv) such consents, estoppels, subordination agreements and other documents and instruments executed by landlords and other Persons party to material contracts relating to any Collateral as to which the Collateral Agent shall be granted a Lien for the benefit of the Lenders, as requested by the Administrative Agent or any Lender;

(v) certificates evidencing all of the issued and outstanding shares of capital stock pledged pursuant to the Collateral Documents, which certificates shall in each case be accompanied by undated stock powers duly executed in blank and, with respect to uncertificated securities pledged pursuant to the Collateral Documents, confirmation and evidence satisfactory to the Administrative Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Collateral Agent for the benefit of the Lenders in accordance with the Uniform Commercial Code; and

(vi) evidence that all other actions necessary or, in the opinion of the Administrative Agent, the Collateral Agent, or the Lenders, desirable to perfect and protect the first priority Lien created by the Collateral Documents (except to the extent otherwise permitted hereunder), and to enhance the Administrative Agent's and the Collateral Agent's ability to preserve and protect its interests in and access to the Collateral, have been taken;

(f) Receipt of (i) a commitment with respect to the Stanolind Terminal and the Tampa Terminal to issue a mortgagee's title policy issued by a title company satisfactory to the Administrative Agent in form and substance satisfactory to the Administrative Agent (including all waivers and endorsements as the Administrative Agent shall reasonably require), together with the payment of all premiums for the issuance of such title policies, (ii) surveys with respect to the real estate Collateral satisfactory to the Administrative Agent,
(iii) certificates of title for each of the U.S. Flag Vessels, (iv) a field audit and inventory valuation report in form and substance satisfactory to the Administrative Agent, and (v) other information regarding the Collateral requested by the Administrative Agent.

(g) The Administrative Agent shall have received from an independent appraiser acceptable to the Administrative Agent an Appraisal setting forth the orderly liquidation value of the Fixed Assets which shall be at least $50,000,000.

(h) Evidence satisfactory to the Administrative Agent that all Assumed Indebtedness will be repaid, and that all liens on the Purchased Assets securing the Assumed Indebtedness shall be released upon the initial funding hereunder.

The Administrative Agent shall notify the Borrower and the Lenders of the Conditions Effective Date, and such notice shall be conclusive and binding.

SECTION 4.02 DEADLINE FOR CONDITIONS EFFECTIVE DATE. If for any reason the Closing Date has not occurred on or before November 30, 2002, or the Conditions Effective Date has not occurred on or before the 5th day after the Closing Date, then, unless otherwise agreed by all Lenders, the Aggregate Commitments shall terminate on and as of such date.

SECTION 4.03 CONDITIONS TO ALL LOANS AND L/C CREDIT EXTENSION. The obligation of each Lender to honor any Committed Loan Notice or Swing Line Notice, and the obligation of the L/C Issuer to issue any Letter of Credit, is subject to the following conditions precedent:

(a) The representations and warranties of the Loan Parties contained in Article V, or which are contained in any document furnished at any time under or in connection herewith, including, but not limited to the Collateral Documents, shall be true and correct on and as of the date of such Loan is made,

continued or converted, as applicable, or such Letter of Credit is issued except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date.

(b) No Default or Event of Default shall exist or would result from such proposed Loan, continuation or conversion, or L/C Credit Extension.

(c) The Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender, shall have received a Request for Credit Extension and, if applicable, a Letter of Credit Application in accordance with the requirements hereof.

Each Request for Credit Extension submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE V.
REPRESENTATIONS AND WARRANTIES

Each of the Borrower and the MLP, and each Guarantor by its execution of a Guaranty, represents and warrants to the Administrative Agent and the Lenders that:

SECTION 5.01 EXISTENCE; QUALIFICATION AND POWER; COMPLIANCE WITH LAWS. As of the Conditions Effective Date, the Borrower is a direct or indirect wholly-owned Subsidiary of the MLP and Martin Resource owns at least 51% of the MLP General Partner. As of the Conditions Effective Date, CF Martin Sulphur is a limited partnership organized, validly existing, and in good standing under the Laws of the State of Delaware, and CF Martin Sulphur General Partner is a limited liability company organized, validly existing, and in good standing under the Laws of the State of Delaware. Each of the MLP General Partner, the Borrower General Partner, and each Loan Party (a) is a corporation, partnership or limited liability company organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all governmental licenses, authorizations, consents and approvals to own its assets, carry on its business and to execute, deliver, and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws, except in each case referred to in clause (c) or this clause (d), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect. Each of the MLP, the Borrower, and their Subsidiaries is a citizen of the United States as defined in Section 2 of the Shipping Act of 1916, as amended, entitled to own and operate the Vessels under their respective Certificates of Documentation, which the MLP, the Borrower, and Martin Gas Marine shall maintain, or cause to be maintained, in full force and effect, and each is duly qualified to engage in coastwise trade.

SECTION 5.02 AUTHORIZATION; NO CONTRAVENTION. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, any material Contractual Obligation to which such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which such Person or its property is subject; or (c) violate any Law relating to such Loan Party.

SECTION 5.03 GOVERNMENTAL AUTHORIZATION. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority, except for the filings of mortgages and lien notices in connection with the granting of security interests pursuant to the Collateral Documents, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document.

SECTION 5.04 BINDING EFFECT. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, or other similar laws affecting the enforcement of creditors' rights generally and general principles of equity.

SECTION 5.05 FINANCIAL STATEMENTS; NO MATERIAL ADVERSE EFFECT.

(a) The Initial Financial Statements were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and except for footnotes with respect to unaudited financial statements included therein. The Initial Financial Statements (i) fairly present the financial condition of the entities therein named and their respective Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and except for footnotes with respect to unaudited financial statements included therein; and (ii) show all material indebtedness and other liabilities, direct or contingent, of the entities therein named and their Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness in accordance with GAAP consistently applied throughout the period covered thereby.

(b) Since December 31, 2001, there has been no event or circumstance that has or could reasonably be expected to have a Material Adverse Effect.

SECTION 5.06 LITIGATION. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the MLP or the Borrower threatened or contemplated in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any Borrower Affiliate or against any of their properties or revenues which (a) seek to affect or pertain to this Agreement or any other Loan Document, the borrowing of Loans, the use of the proceeds thereof, or the issuance of Letters of Credit hereunder, or (b) if determined adversely, could reasonably be expected to have a Material Adverse Effect.

SECTION 5.07 NO DEFAULT. Neither the Borrower nor any Borrower Affiliate is in default under or with respect to any Contractual Obligation which could be reasonably expected to have a Material Adverse Effect including any Material Agreement. No Default or Event of Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

SECTION 5.08 OWNERSHIP OF PROPERTY; LIENS. From and after the Conditions Effective Date, (a) each Loan Party and its Subsidiaries (i) have valid leasehold interests in all its leased real property and (ii) have good title to all its personal and real property (other than its leased real property) necessary or used in the ordinary conduct of its business, except for such defects in title as would not, individually or in the aggregate, have a Material Adverse Effect, and (b) the property of the MLP, the Borrower and their

respective Subsidiaries is subject to no Liens, other than Permitted Liens and Liens to be released on the Closing Date in accordance with Section 4.01(h).

SECTION 5.09 ENVIRONMENTAL COMPLIANCE. The MLP and the Borrower have reasonably concluded that (a) there are no claims alleging potential liability under or responsibility for violation of any Environmental Law except any such claims that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (b) there is no environmental condition or circumstance, such as the presence or Release of any Hazardous Substance, on any property owned, operated or used the Borrower or any Borrower Affiliate that could reasonably be expected to have a Material Adverse Effect, and (c) there is no violation of or by the Borrower or any Borrower Affiliate of any Environmental Law, except for such violations as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

SECTION 5.10 INSURANCE. The properties of the Borrower and the Borrower Affiliates are insured with financially sound and reputable insurance companies not Affiliates of the Borrower, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower or the Borrower Affiliates operate.

SECTION 5.11 TAXES. The Borrower and the Borrower Affiliates have filed all federal, state and other material tax returns and reports required to be filed, and have paid all federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against any Borrower Affiliate or any of their respective Subsidiaries that would, if made, have a Material Adverse Effect.

SECTION 5.12 ERISA COMPLIANCE. The representations and warranties set forth in this Section 5.12 shall apply only if the Borrower or an ERISA Affiliate establishes a Plan.

(a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other federal or state Laws except to the extent that noncompliance could not reasonably be expected to have a Material Adverse Effect. Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and nothing has occurred which would prevent, or cause the loss of, such qualification, except to the extent that nonqualification could not reasonably be expected to have a Material Adverse Effect. The Borrower and each ERISA Affiliate have made all required contributions to each Plan subject to
Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan, except to the extent that nonpayment could not reasonably be expected to have a Material Adverse Effect.

(b) There are no pending or threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. Neither the MLP nor the Borrower nor any ERISA Affiliate has engaged in or permitted to occur and no other party has engaged in or permitted to occur any prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(c) (i) No ERISA Event has occurred or is reasonably expected to occur that could reasonably be expected to have a Material Adverse Effect; (ii) no Pension Plan has any Unfunded Pension Liability that (when aggregated with any other Unfunded Pension Liability) has resulted or could reasonably be expected to result in a Material Adverse Effect; and (iii) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA that could reasonably be expected to have a Material Adverse Effect.

SECTION 5.13 SUBSIDIARIES AND OTHER INVESTMENTS. As of the Conditions Effective Date the Borrower will have no Subsidiaries other than those specifically disclosed in Schedule 5.13, and will have no equity investment in any other corporation or other entity other than those specifically disclosed in Schedule 5.13. From and after the Conditions Effective Date the MLP has no Subsidiaries other than the Borrower, the Borrower General Partner, and the Borrower's Subsidiaries.

SECTION 5.14 MARGIN REGULATIONS; INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING COMPANY ACT; USE OF PROCEEDS.

(a) Neither the Borrower nor any Borrower Affiliate is engaged nor will it engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board), or extending credit for the purpose of purchasing or carrying margin stock. Margin Stock constitutes less than 25% of those assets of each Loan Party which are subject to any limitation on a sale, pledge, or other restrictions hereunder.

(b) None of the Borrower, any Borrower Affiliate, any Person controlling the Borrower or any Borrower Affiliate, or any Subsidiary thereof
(i) is a "holding company," or a "subsidiary company" of a "holding company," or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company," within the meaning of the Public Utility Holding Company Act of 1935, or (ii) is or is required to be registered as an "investment company" under the Investment Company Act of 1940.

(c) The Borrower will use all proceeds of Credit Extension in the manner set forth in Section 6.12.

SECTION 5.15 DISCLOSURE. All material factual information hereto furnished by or on behalf of the Borrower in writing to the Administrative Agent or any Lender for purposes of or in connection with this Agreement or any transaction contemplated hereby, as modified or supplemented by other information so furnished, is true and accurate in all material respects, and such information is not incomplete by omitting to state any material fact necessary to make such information not misleading. All estimates and projections delivered to the Administrative Agent or any Lender were based upon information that was available at the time such estimates or projections were prepared and believed to be correct and upon assumptions believed to be reasonable.

SECTION 5.16 LABOR MATTERS. There are no actual or threatened strikes, labor disputes, slowdowns, walkouts, or other concerted interruptions of the MLP's, the Borrower's, or any of their Subsidiaries' operations that could reasonably be expected to have a Material Adverse Effect.

SECTION 5.17 COMPLIANCE WITH LAWS. Neither the Borrower nor any Borrower Affiliate is in violation of any Laws, other than such violations which could not, individually or collectively, reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Borrower Affiliate has received notice alleging any noncompliance with any Laws, except for such noncompliance which no longer exists, or which non-compliance could not reasonably be expected to have a Material Adverse Effect.

SECTION 5.18 THIRD PARTY APPROVALS. Except for consents obtained prior to the Conditions Effective Date, no material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any party that is not a party to this Agreement is necessary or required in connection with the transfer of assets to the Borrower pursuant to the Contribution Agreement or in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document.

SECTION 5.19 SOLVENCY. Neither the Borrower and its Subsidiaries on a consolidated basis nor the MLP and its Subsidiaries on a consolidated basis are "insolvent" as such term is used and defined in (i) the United States Bankruptcy Code or (ii) the New York Uniform Fraudulent Conveyance Act.

SECTION 5.20 COLLATERAL.

(a) The provisions of each of the Collateral Documents are effective to create in favor of the Collateral Agent for the benefit of the Lenders, a legal, valid and enforceable first priority security interest in all right, title and interest of each Company in the Collateral described therein, except as otherwise permitted hereunder; and the Collateral Agent is authorized to file financing statements in the offices in all of the jurisdictions listed in the schedule to all Security Agreements and Mortgages.

(b) None of the terms or provisions of any indenture, mortgage, deed of trust, agreement or other instrument to which the Borrower or any Borrower Affiliate is a party or by which the Borrower or any Borrower Affiliate or the property of the Borrower or any Borrower Affiliate is bound prohibit the filing or recordation of any of the Loan Documents or any other action which is necessary or appropriate in connection with the perfection of the Liens on material assets evidenced and created by any of the Loan Documents.

SECTION 5.21 CONCERNING THE VESSELS.

(a) Schedule 5.21 sets forth a true and correct list describing each of the Vessels owned on the Closing Date by the Borrower, the MLP, and their Subsidiaries and correctly sets forth whether each such Vessel is owned by the Borrower, the MLP, or one of their Subsidiaries. Each Vessel has been appropriately registered under the laws of its jurisdiction of registration, including, with respect to each Vessel shown on Schedule 5.21 hereof as being registered under the laws of the United States of America (the "U.S. Flag Vessels"), and as of the Closing Date except as disclosed to the Lenders in writing, none of the Borrower, the MLP, or any of their Subsidiaries own any Vessels registered under the laws of the United States of America other than the U.S. Flag Vessels.

(b) Each Vessel complies with all applicable maritime laws and regulations, including, with respect to each U.S. Flag Vessel, all applicable requirements of the Shipping Act of 1916, as amended and in effect, and all applicable regulations thereunder and all applicable requirements of the maritime laws of the United States of America and all applicable regulations thereunder except in such instances in which the failure to comply therewith could not, individually or collectively, reasonably be expected to have a Material Adverse Effect. Each of the Borrower, the MLP, and their Subsidiaries is a citizen of the United States for purposes of operating each of the U.S. Flag Vessels in the coastwise trade in accordance with Section 2 of the Shipping Act of 1916, as amended and in effect, and the regulations thereunder. Each bareboat or demise charterer of each of the U.S. Flag Vessels operated in the coastwise trade of the United States (i) is a citizen of the United States for purposes of operating and maintaining such U.S. Flag Vessels in the coastwise trade in accordance with Section 2 of the Shipping Act of 1916, as amended and in effect, and the regulations thereunder or (ii) is in compliance with the citizenship requirements set forth in 46 App. U.S.C.A. Section 883-1. Each of the U.S. Flag Vessels listed on Schedule 5.21 attached hereto and which is in operation is covered by a valid Coast Guard Certificate of Inspection, and Schedule

5.21 attached hereto lists the U.S. Flag Vessels which have a load line certificate and which are classed by the American Bureau of Shipping (or any other classification society or societies satisfactory to the Administrative Agent and the Lenders). Each U.S. Flag Vessel operated and maintained as a vessel in the coastwise trade of the United States is so operated in accordance with the Shipping Act of 1916, as amended and in effect, and the regulations thereunder, and all other U.S. Flag Vessels if operated and maintained in the coastwise trade would be eligible to be so operated in accordance with the Shipping Act of 1916, as amended and in effect, and the regulations thereunder. In addition to the information regarding U.S. Flag Vessels, Schedule 5.21 sets forth a list of all other Vessels owned by the Borrower, the MLP, and their Subsidiaries.

(c) Each Vessel subject to a Vessel Mortgage is covered by hull and machinery, protection and indemnity, war risk, loss of earnings and excess liability insurance in accordance with the requirements of such Vessel Mortgage.

SECTION 5.22 INTELLECTUAL PROPERTY; LICENSES, ETC. Each Loan Party owns, or possesses the right to use, all of the material trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights that are reasonably necessary for the operation of its business. To the knowledge of each Loan Party, no such intellectual property infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of each Loan Party, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

ARTICLE VI.
AFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, or any Loan or other Obligation shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, each of the Borrower and the MLP shall, and shall cause each of their Subsidiaries to:

SECTION 6.01 FINANCIAL STATEMENTS. Deliver to the Administrative Agent and each Lender, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders:

(a) within thirty (30) days of the MLP Offering Closing, a consolidated unaudited balance sheet of the MLP and its Subsidiaries as of the MLP Offering Closing, in reasonable detail and certified by a Responsible Officer of the MLP as fairly presenting the financial condition of the MLP and its Subsidiaries;

(b) as soon as available, but in any event within ninety (90) days (or such shorter time as required to be filed with the Securities and Exchange Commission) after the end of each fiscal year of the MLP, consolidated balance sheets of the MLP and its Subsidiaries as at the end of such fiscal year, and the related statements of income and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year of the MLP, if any, all in reasonable detail, audited and accompanied by a report and opinion of KPMG LLP or other independent certified public accountant of nationally recognized standing acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with GAAP and shall not be subject to any qualifications or exceptions as to the scope of the audit nor to any qualifications and exceptions not reasonably acceptable to the Required Lenders (the preceding may be in the form of the MLP's annual report filed on Form 10-K with the Securities and Exchange Commission; December 31 is the fiscal year end of the MLP and the Borrower); and

(c) as soon as available, but in any event within forty-five (45) days (or such shorter time as required to be filed with the Securities and Exchange Commission) after the end of each of the first three fiscal quarters of each fiscal year of the MLP, an unaudited consolidated balance sheet of the MLP and its Subsidiaries as at the end of such fiscal quarter, and the related statements of income and cash flows for such fiscal quarter and for the portion of the MLP's fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year of the MLP, if any, and the corresponding portion of the previous fiscal year of the MLP, if any, all in reasonable detail (the preceding may be in the form of the MLP's annual report filed on Form 10-Q with the Securities and Exchange Commission) and certified by a Responsible Officer of the MLP as fairly presenting the financial condition, results of operations and cash flows of the MLP and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.

SECTION 6.02 CERTIFICATES; OTHER INFORMATION. Deliver to the Administrative Agent and each Lender, at the expense of the Borrower, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders:

(a) concurrently with the delivery of the financial statements referred to in Sections 6.01(b) and (c), a duly completed Compliance Certificate in form of Exhibit C signed by a Responsible Officer of the Borrower who is a senior financial officer and responsible for regulatory reporting and filing and a Responsible Officer of the MLP;

(b) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or written communication sent to the equity owners of the MLP, and copies of all annual, regular, periodic and special reports and registration statements which the MLP may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Exchange Act, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(c) promptly after execution thereof, copies of Material Agreements and any material amendment thereto;

(d) on October 31 of each year, appraisal reports in form and substance and from appraisers satisfactory to the Administrative Agent (each such report herein, an "Appraisal"), dated as of September 30 of such year and setting forth the then current orderly liquidation values of all Fixed Assets, provided, that if a Material Adverse Effect shall have occurred or a Default or Event of Default shall have occurred and is continuing, the Administrative Agent may obtain additional Appraisals;

(e) as soon as possible, but not later than 12:00 noon New York, New York time, on the last Business Day of each month, a Borrowing Base Certificate certified by a Responsible Officer of the Borrower as fairly presenting the Eligible Accounts Receivable and Eligible Inventory as of the last day of the immediately preceding month, and, if requested by the Administrative Agent or any Lender, a listing and aging of Eligible Accounts Receivable by counterparty, and a Schedule of Eligible Inventory volumes and market rates (with sources);

(f) on October 31 of each year, a field audit and inventory valuation report in form and substance satisfactory to the Administrative Agent (a "Field Audit") dated October 15 of such year and, upon the request of the Administrative Agent and the Required Lenders in their sole discretion, one additional Field Audit to be delivered during such year;

(g) annually, together with the items delivered pursuant to Section 6.01(b) herein, projections of operations for the year commencing the preceding January 1 for the MLP and its Subsidiaries based

upon information that is then currently available and believed to be correct in good faith and upon assumptions believed to be reasonable; and

(h) promptly, such additional information regarding the business, financial or company affairs of any Loan Party as the Administrative Agent, at the request of any Lender, may from time to time reasonably request, which information may include copies of any detailed audit reports, if any, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any Subsidiary, or any audit of any of them.

SECTION 6.03 NOTICES. Promptly notify the Administrative Agent and each Lender within ten (10) days of an officer of a Borrower Affiliate having knowledge of any of the following:

(a) of the occurrence of any Default or Event of Default;

(b) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including any of the following events if such has resulted or could reasonably be expected to result in a Material Adverse Effect: (i) breach or non-performance of, or any default under, a Contractual Obligation of any Loan Party; (ii) any litigation, investigation by or required by a Governmental Authority, proceeding or suspension of licenses or permits between any Loan Party and any Governmental Authority; (iii) any dispute, litigation, investigation or proceeding involving any Loan Party related to any Environmental Law;

(c) of any litigation, investigation or proceeding and affecting the Borrower or any Borrower Affiliate in which (i) the amount involved exceeds (individually or collectively) $3,500,000, or (ii) injunctive relief or other relief is sought, which could be reasonably expected to have a Material Adverse Effect; and

(d) of any material change in accounting policies or financial reporting practices by the Borrower or the MLP; and

(e) of any event that gives any owner of an equity interest in CF Martin Sulphur or CF Martin Sulphur General Partner a right to buy the equity interest of another owner.

Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement or other Loan Document that have been breached.

SECTION 6.04 PAYMENT OF OBLIGATIONS. Pay and discharge as the same shall become due and payable, all its obligations and liabilities, including (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets and (b) all lawful claims which, if unpaid, would by law become a Lien upon its property, except, in the case of Clause (a) or (b), where (x) the validity thereof are being contested in good faith by appropriate proceedings and (y) adequate reserves in accordance with GAAP are being maintained by the appropriate Loan Party.

SECTION 6.05 PRESERVATION OF EXISTENCE, ETC. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization, except in a transaction permitted by Sections 7.06 and 7.07, (b) take all action to maintain all rights,

privileges, permits, licenses and franchises material to the conduct of its business, except in a transaction permitted by Sections 7.06 and 7.07.

SECTION 6.06 MAINTENANCE OF ASSETS AND BUSINESS. (a) Maintain all material properties, equipment, licenses, permits, and franchises necessary for its normal business; (b) keep all of its assets which are necessary to its business in good working order and condition (ordinary wear and tear excepted) and make all necessary repairs thereto and replacements thereof; (c) do all things necessary to obtain, renew, extend, and continue in effect all Authorizations which may at any time and from time to time be necessary for the operation of its business in compliance with applicable Law, except where the failure to so maintain, renew, extend, or continue in effect could not reasonably be expected to have a Material Adverse Effect; (d) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect; and (e) use the standard of care typical in the industry in the operation and maintenance of its facilities.

SECTION 6.07 MAINTENANCE OF INSURANCE. Maintain with responsible insurance companies insurance with respect to its properties and business against such casualties and contingencies and of such types and in such amounts as is customary in the case of similar businesses and which is satisfactory to the Administrative Agent and the Required Lenders and will (i) furnish to the Administrative Agent on each anniversary of the Effective Date a certificate or certificates of insurance from the applicable insurance company evidencing the existence of insurance required to be maintained by this Agreement and the other Loan Documents and evidencing that Collateral Agent is listed as sole loss payee on property insurance and the Administrative Agent, the Collateral Agent and Lenders are additional insureds on liability insurance, (ii) upon request of the Administrative Agent, furnish to each Lender at reasonable intervals a certificate of an Authorized Officer of the Borrower setting forth the nature and extent of all insurance maintained in accordance with this Section, and
(iii) as soon as possible, but in any event within one hundred eighty days of a Triggering Sale resulting from an event where payments are made as a result of any condemnation or Vessel requisition or under an insurance policy described in this Section 6.07, furnish to the Administrative Agent a Restoration Plan.

SECTION 6.08 COMPLIANCE WITH LAWS AND CONTRACTUAL OBLIGATIONS. (a) Comply with the requirements of all Laws (including Environmental Laws) applicable to it or to its business or property, except in such instances in which (i) such requirement of Law is being contested in good faith or a bona fide dispute exists with respect thereto; or (ii) the failure to comply therewith could not be reasonably expected to have a Material Adverse Effect;
(b) comply with all Contractual Obligations, except where the failure to comply therewith could not be reasonably expected to have a Material Adverse Effect, and (c) comply with the rules and requirements of any classification society in which any Vessel is classed except where the failure to comply therewith could not be reasonably expected to have a Material Adverse Effect.

SECTION 6.09 BOOKS AND RECORDS. Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving its assets and business; and (b) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over it.

SECTION 6.10 INSPECTION RIGHTS. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance

notice to the Borrower; provided, however, that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice.

SECTION 6.11 COMPLIANCE WITH ERISA. With respect to each Plan maintained by a Company, do each of the following: (a) maintain each Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other federal or state Laws, (b) cause each Plan which is qualified under Section 401(a) of the Code to maintain such qualification, and (c) make all required contributions to any Plan subject to Section 412 of the Code, except to the extent that noncompliance, with respect to each event listed above, could not be reasonably expected to have a Material Adverse Effect.

SECTION 6.12 USE OF PROCEEDS.

(a) Use the proceeds of the Term Loan Facility to finance the purchase of the Purchased Assets, including without limitation, the repayment of the Assumed Indebtedness not repaid with the proceeds of the MLP Offering;

(b) Use the proceeds of the Acquisition Subfacility as follows: to finance Investments and Acquisitions by the Borrower and its Subsidiaries of Persons or assets and Capital Expenditures subject to compliance with this Agreement, including Sections 7.02 and 7.10; and

(c) Use the proceeds (including Letters of Credit) of the Working Capital/Distribution Subfacility to (i) fund working capital and general partnership requirements of the Borrower and its Subsidiaries, including without limitation, payments to Martin Resource pursuant to the Omnibus Agreement for reimbursement of expenses and corporate overhead, (ii) fund Quarterly Distributions to the extent permitted by Sections 2.01(c) and 7.08(b) and (c),
(iii) pay fees, costs and expenses owed pursuant to this Agreement and incurred pursuant to the MLP Offering, and (iv) to finance the purchase of the Purchased Assets, including without limitation, the repayment of the Assumed Indebtedness not repaid with the proceeds of the MLP Offering.

SECTION 6.13 MATERIAL AGREEMENTS. Enforce the obligations of the Martin Parties contained in the indemnification provisions of the Omnibus Agreement, and enforce all other obligations of the Martin Parties contained in the Material Agreements to the same extent as they would enforce similar obligations of unrelated third parties.

SECTION 6.14 CONCERNING THE VESSELS. The MLP and the Borrower shall, and shall cause each of their Subsidiaries to, at all times operate each Vessel in compliance in all respects with all applicable governmental rules, regulations and requirements pertaining to such Vessels (including, without limitation, all requirements of the Shipping Act of 1916, as amended and in effect, applicable to each U.S. Flag Vessel) and, to the extent required to be classed, in compliance in all respects with all rules, regulations and requirements of the applicable classification society except in such instances in which the failure to so operate could not reasonably be expected to have a Material Adverse Effect. The MLP and the Borrower shall, and shall cause each of their Subsidiaries to, at all times maintain and shall assure that each demise or bareboat charterer of the U.S. Flag Vessels operated and maintained in the coastwise trade of the United States shall maintain, as required, its citizenship of the United States for purposes of operating each of the U.S. Flag Vessels in the coastwise trade in accordance with Section 2 of the Shipping Act of 1916, as amended and in effect, and the regulations thereunder or the citizenship requirements set forth in 46 App. U.S.C.A. Section 883-1. Upon request of the Administrative Agent, the Borrower shall furnish to the Administrative Agent and the Lenders the certificate of each classification society covering each of the U.S. Flag Vessels listed on Schedule 5.21 attached hereto no later than thirty

(30) days after the end of each fiscal year of the MLP. The MLP and the Borrower shall, and shall cause each of their Subsidiaries to, keep each U.S. Flag Vessel registered under the laws of the United States and each Vessel (other than a U.S. Flag Vessel) flagged under the laws of another jurisdiction and shall maintain in full force and effect the Coast Guard Certificate of Inspection (or the equivalent for any Vessel registered under the laws of another jurisdiction) of each Vessel that is in operation and which requires such a certificate and furnish to the Administrative Agent copies of all renewals and extensions thereof.

SECTION 6.15 GUARANTIES. As an inducement to the Administrative Agent and Lenders to enter into this Agreement, cause each Subsidiary of the Borrower, the MLP and each Subsidiary of the MLP (other than the Borrower) to execute and deliver to the Administrative Agent a Guaranty, each substantially in the form and upon the terms of Exhibit E-1 and Exhibit E-2, respectively, providing for the guaranty of payment and performance of the Obligations. In addition, at the time of the formation or acquisition of any Subsidiary, cause such Subsidiary to execute and deliver to the Administrative Agent (a) a Guaranty substantially in the form and upon the terms of Exhibit E-1, providing for the guaranty of payment and performance of the Obligations, (b) Collateral Documents in form and substance satisfactory to the Administrative Agent creating liens and security interests in all assets and properties of such Subsidiary and in the equity interests in such Subsidiary, and (c) certified copies of such Subsidiary's Organization Documents and opinions of counsel with respect to such Subsidiary and such Guaranty, in substantially the form of Exhibit F-1 hereto, and (d) such other documents and instruments as may be required with respect to such Subsidiary pursuant to Section 6.18.

SECTION 6.16 COMPANY IDENTITY. The MLP and the Borrower shall do or cause to be done (or refrain from doing or causing to be done, as the case may be) all things necessary to ensure that the separate legal identity of the Borrower, the MLP and, except as permitted by Section 7.06, each of their respective Subsidiaries will at all times be respected and that none of the Borrower, the MLP, or any of their Subsidiaries will be liable for any obligations, contractual or otherwise, of the MLP General Partner, Martin Resource or any other entity in which the MLP General Partner or Martin Resource owns any equity interest, except as permitted by Sections 5.13 and 7.02. Without limiting the foregoing, the MLP and the Borrower will, and will cause each of their respective Subsidiaries to (a) observe all requirements, procedures and formalities necessary or advisable in order that the MLP, the Borrower and each of their respective Subsidiaries will for all purposes be considered validly existing Persons separate and distinct from the MLP General Partner, Martin Resource and their other subsidiaries, (b) not permit any commingling of the assets of the MLP General Partner, Martin Resource or any of their other Subsidiaries with assets of the MLP, the Borrower or any of their respective Subsidiaries which would prevent the assets of the MLP General Partner, Martin Resource or any of their other Subsidiaries from being readily distinguished from the assets of the MLP, the Borrower, and their respective Subsidiaries, and
(c) take reasonable and customary actions to ensure that creditors of the MLP General Partner, Martin Resource, and their other Subsidiaries are aware that each such Person is an entity separate and distinct from the MLP, the Borrower, and their respective Subsidiaries.

SECTION 6.17 VESSEL MORTGAGES. Within one Business Day of the Closing Date an opinion of Baker Botts L.L.P., counsel to each Loan Party executing a Vessel Mortgage, substantially in the form of Exhibit F-2 hereto.

SECTION 6.18 FURTHER ASSURANCES; ADDITIONAL COLLATERAL.

(a) The Borrower and the MLP shall cause the MLP and each Subsidiary of the Borrower and the MLP to take such actions and to execute and deliver such documents and instruments as the Administrative Agent shall require to ensure that the Collateral Agent on behalf of the Lenders shall, at all times, have received currently effective duly executed Loan Documents granting Lien and security

interest in substantially all of the assets of the MLP and each Subsidiary of the Borrower and the MLP, including (i) at least 80% (based on fair market value) of the Vessels and the other fixed assets, and all accounts receivable, inventory, equipment, general intangibles, and deposit accounts, and (ii) all other material assets and properties of the MLP, the Borrower, and their Subsidiaries including all capital stock, partnership, joint venture, membership interests, or other equity interests, provided, (A) equity interests in CF Martin Sulphur will not be pledged until (1) CF Martin Sulphur Organization Documents no longer prohibit the MLP, the Borrower, or their Subsidiaries from granting a Lien and security interest in equity interests in CF Martin Sulphur or (2) Martin Resource, its Subsidiaries, or Affiliates own all the equity interests in CF Martin Sulphur and CF Martin Sulphur General Partner and (B) general partnership interests in the Borrower shall not be pledged by the Borrower General Partner until (1) such time as the Borrower General Partner Organization Documents no longer prohibit the Borrower General Partner from granting a Lien and security interest in the general partnership interests of the Borrower and (2) such pledge shall not result in any material adverse tax consequences to the MLP or its Subsidiaries.

(b) In connection with the actions required pursuant to the foregoing subsection (a), the Borrower and the MLP shall cause the MLP and each Subsidiary of the Borrower and the MLP to execute and deliver such stock certificates, blank stock powers, evidence of corporate authorization, opinions of counsel, current valuations, evidence of title, title opinions, title insurance and other documents, and shall use commercially reasonable efforts to obtain landlord and mortgagee waivers and third party consents, as shall be requested by the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent.

(c) The Liens required by this Section 6.18 shall be perfected Liens in favor of the Collateral Agent for the benefit of the Lenders, subject in priority to no other Liens except Permitted Liens of the type described in
Section 7.01 (other than Section 7.01(h) and, in the case of the Vessels and other fixed assets required to be pledged pursuant to Section 6.18(a)(i), other than Section 7.01(b), (h), (i), (j), and (k)). If the Administrative Agent shall determine that, as of any date, the Borrower or the MLP shall have failed to comply with this Section 6.18, the Administrative Agent may (and at the direction of the Required Lenders, shall) notify the Borrower in writing of such failure and, within 30 days from and after receipt of such written notice by the Borrower, the Borrower shall execute and deliver to the Administrative Agent supplemental or additional Loan Documents, in form and substance satisfactory to the Administrative Agent and its counsel, securing payment of the Notes and the other Obligations and covering additional assets and properties not then encumbered by any Loan Documents (together with such other information, as may be requested by the Administrative Agent, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent) such that the Administrative Agent shall have received currently effective duly executed and perfected Collateral Documents encumbering substantially all of the assets of the MLP, the Borrower and each of their respective Subsidiaries as required by
Section 6.18(a).

ARTICLE VII.
NEGATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, or any Loan or other Obligations shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, each of the MLP and the Borrower agree that they shall not, nor shall they permit any of their respective Subsidiaries to, directly or indirectly:

SECTION 7.01 LIENS. Create, incur, assume or suffer to exist, any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

(a) Liens pursuant to any Loan Document;

(b) (i) Liens existing on the Purchased Assets securing the Assumed Indebtedness that will be repaid on the date of the initial funding hereunder with the proceeds of the MLP Offering which shall be released upon such Assumed Indebtedness repayment and (ii) Liens existing on the Conditions Effective Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that the property covered thereby is not increased, the amount of the Indebtedness secured thereby is not increased, and any of the Indebtedness thereby secured is permitted by Section 7.04(e);

(c) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(d) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business which are not overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(e) pledges or deposits in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;

(f) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case incurred in the ordinary course of business;

(g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which (i) are described in any title policy delivered with respect to the Collateral, or (ii) do not materially interfere with the ordinary conduct of the business of the applicable Person;

(h) judgment Liens not giving rise to an Event of Default;

(i) any Lien existing on any asset (other than stock of a Subsidiary) prior to acquisition thereof by the Borrower or a Subsidiary, and not created in contemplation of such acquisition, provided that (i) no such Lien shall be extended to cover property other than the asset being acquired, and (ii) the Indebtedness thereby secured is permitted by Section 7.04(e);

(j) Liens securing Capitalized Lease obligations provided that the Indebtedness in respect of such Capitalized Lease is permitted under Section 7.04(e);

(k) Purchase money Liens upon or in any property acquired by Borrower or any of its Subsidiaries to secure the deferred portion of the purchase price of such property or to secure Indebtedness incurred to finance the acquisition of such property and refinancings, renewals, and extensions of such Liens, provided that (i) no such Lien shall be extended to cover property other than the property being acquired, and (ii) the Indebtedness thereby secured is permitted by Section 7.04(e);

(l) Liens reserved in or exercisable under any lease or sublease permitted under Section 7.05 to which the Borrower or a Subsidiary is a lessee which secure the payment of rent or compliance with the terms of such lease or sublease; provided, that the rent under such lease or sublease is not then overdue for a period of thirty (30) days;

(m) any interest or title of a lessor under any lease permitted under
Section 7.05 entered into by the Borrower or any Subsidiary in the ordinary course of its business and covering only the assets so leased;

(n) Liens incurred in the ordinary course of business in connection with margin requirements under Swap Contracts not to exceed in the aggregate $250,000 at any time outstanding;

(o) interests of lessees in leases under which such Person is a lessor, provided such leaseholds are otherwise not prohibited by the terms of this Agreement;

(p) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of the MLP or any Subsidiary on deposit with or in possession of such bank; and

(q) Liens represented by the escrow of cash or Cash Equivalents, and the earnings thereon, securing the obligations of the Borrower or any of its Subsidiaries under any agreement to acquire, or pursuant to which it acquired, assets Reinvested in accordance with this Agreement or other assets or property which it is permitted to acquire pursuant to Section 7.02 securing the obligations of the Borrower or any of its Subsidiaries to the seller of the property under any agreement pursuant to which the Borrower or any of its Subsidiaries may acquire assets Reinvested in accordance with this Agreement or other assets or property which the Borrower or its Subsidiaries are permitted to acquire pursuant to Section 7.02.

SECTION 7.02 INVESTMENTS AND ACQUISITIONS. Make any Acquisitions or make or own any Investments, except:

(a) Acquisition of assets by the Borrower on the Conditions Effective Date pursuant to the Contribution Agreement;

(b) Investments existing on the Conditions Effective Date and listed in
Section (b) of Schedule 5.13;

(c) cash or Cash Equivalents;

(d) Investments constituting Indebtedness permitted under Section 7.04;

(e) Investments by the MLP in the Borrower;

(f) Investments by the Borrower and its Subsidiaries in any Subsidiary of the Borrower that, prior to such Investment, is a Guarantor;

(g) Investments made after the Closing Date in CF Martin Sulphur which do not exceed $2,500,000 in the aggregate; provided, no additional Investments otherwise permitted under this clause (g) shall be permitted to be made at any time a Default or Event of Default has occurred and is continuing;

(h) trade accounts receivable which are for goods furnished or services rendered in the ordinary course of business;

(i) Permitted Acquisitions by the Borrower or its Subsidiaries;

(j) Investments received in satisfaction or partial satisfaction of accounts receivable from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;

(k) Guaranty Obligations permitted by Section 7.04; and

(l) Investments resulting from transactions permitted by Section 7.06.

SECTION 7.03 HEDGING AGREEMENTS. Enter into any Swap Contracts other than in the ordinary course of business for the purpose of protecting against fluctuations in interest rates, commodity prices, or foreign exchange rates and not for purposes of speculation, provided that the Swap Contract shall not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party.

SECTION 7.04 INDEBTEDNESS. Create, incur, or assume any Indebtedness except:

(a) Indebtedness incurred pursuant to the Loan Documents;

(b) Indebtedness owed by a Subsidiary to the Borrower or to a Wholly-Owned Subsidiary or by the Borrower to a Guarantor, provided, that, to the extent such Indebtedness is evidenced by a promissory note, such note shall be pledged to secure the Obligations and is in the possession of the Collateral Agent;

(c) Other Indebtedness of the Borrower and the MLP ("Subordinated Indebtedness") which Subordinated Indebtedness shall be subordinated to the Obligations pursuant to a subordination agreement containing terms in form and substance satisfactory to the Administrative Agent and the Majority Lenders (a "Subordination Agreement"), provided that such Subordinated Indebtedness shall bear a market rate of interest, shall not require any payment of principal earlier than six (6) months after the Stated Maturity Date, and the Net Cash Proceeds thereof shall be used to prepay the Loans and reduce the Commitments pursuant to Section 2.04(b);

(d) obligations (contingent or otherwise) of the Borrower, the MLP or any Subsidiary existing or arising under any Swap Contract to the extent permitted by Section 7.03; and

(e) Other Indebtedness of the MLP, the Borrower and their respective Subsidiaries not to exceed $5,000,000 in aggregate principal amount outstanding at any time.

Provided, that if any Indebtedness is incurred pursuant to this Section 7.04, both before and after such Indebtedness is created, incurred or assumed, no Default or Event of Default shall exist.

SECTION 7.05 LEASE OBLIGATIONS. Create or suffer to exist any obligations for the payment of rent by such Person as lessee for any property under lease or agreement to lease (other than those constituting Synthetic Lease Obligations or Capital Leases), except for operating leases entered into or assumed by the Borrower or any Subsidiary in the ordinary course of business, provided that, such operating leases will not require the payment of an aggregate amount of annual payments in excess of $5,000,000.

SECTION 7.06 FUNDAMENTAL CHANGES. Merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default or Event of Default exists or would result therefrom:

(a) any Person may merge into the Borrower provided that the Borrower is the surviving entity and the requirements set forth in the definition of Permitted Acquisition (other than clause (a)) with respect to Investments are satisfied;

(b) any Subsidiary may merge with (i) the Borrower, provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more Subsidiaries, provided that when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person;

(c) any Subsidiary may sell all or substantially all of its assets (upon voluntary liquidation or otherwise), to the Borrower or to another Subsidiary; provided that if the seller in such a transaction is a Wholly-Owned Subsidiary, then the purchaser must also be the Borrower or a Wholly-Owned Subsidiary;

(d) any Person (other than the Borrower or a Subsidiary of the Borrower) may merge into any Subsidiary provided that such Subsidiary is the surviving entity and the requirements set forth in the definition of Permitted Acquisition with respect to Investments are satisfied; and

(e) the Borrower and each Subsidiary may make Dispositions permitted by
Section 7.07.

SECTION 7.07 DISPOSITIONS. Make any Disposition or enter into any agreement to make any Disposition, except:

(a) Dispositions by the Borrower or its Subsidiaries of inventory or obsolete equipment in the ordinary course of business;

(b) Dispositions by any Subsidiary to the Borrower, or by any Subsidiary or by the Borrower, to a Wholly-Owned Subsidiary that is a Guarantor;

(c) Dispositions of the Maricopa, Arizona Fertilizer Plant; or

(d) other Dispositions for fair market value, provided no Default or Event of Default then exists or arises as a result thereof, provided that if a prepayment is required by Section 2.04(b)(i), the Borrower shall make such prepayment in accordance with such Section.

SECTION 7.08 RESTRICTED PAYMENTS; DISTRIBUTIONS AND REDEMPTIONS. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that:

(a) each Subsidiary may make Restricted Payments to the Borrower and to Wholly-Owned Subsidiaries of the Borrower (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each owner of capital stock or other equity interest of such Subsidiary on a pro rata basis based on their relative ownership interests);

(b) the Borrower may declare and make Quarterly Distributions of Available Cash as defined in the Limited Partnership Agreement (Borrower) as in effect on the Closing Date (including, without limitation, distributions of the proceeds of Distribution Loans) to the extent such Quarterly Distributions are made in accordance with the Limited Partnership Agreement (Borrower); provided, that at the time each such Quarterly Distribution is made no Default or Event of Default exists or would result therefrom;

(c) the MLP may (i) declare and make Quarterly Distributions of Available Cash as defined in the Limited Partnership Agreement (MLP) as in effect on the Closing Date (including, without

limitation, distributions of the proceeds of Distribution Loans) to the extent such Quarterly Distributions are made in accordance with the Limited Partnership Agreement (MLP) and (ii) purchase units under and in accordance with any MLP Long-Term Incentive Plan (as defined in the Limited Partnership Agreement (MLP)); provided, that at the time each such Quarterly Distribution or purchase is made no Default or Event of Default exists or would result therefrom; and

(d) the MLP may declare and make dividend payments or other distributions payable solely in common units.

SECTION 7.09 ERISA. At any time engage in a transaction which could be subject to Section 4069 or 4212(c) of ERISA, or permit any Plan maintained by a Company to (a) engage in any non-exempt "prohibited transaction" (as defined in
Section 4975 of the Code); (b) fail to comply with ERISA or any other applicable Laws; or (c) incur any material "accumulated funding deficiency" (as defined in
Section 302 of ERISA), which, with respect to each event listed above, could be reasonably expected to have a Material Adverse Effect.

SECTION 7.10 NATURE OF BUSINESS; CAPITAL EXPENDITURES. Engage in any line of business other than the Midstream Business, or make any Capital Expenditures or Acquisitions or Investments permitted by Section 7.02 except in connection with the Midstream Business. The MLP may not engage in any business other than ownership of the Borrower and the operation of the MLP.

SECTION 7.11 TRANSACTIONS WITH AFFILIATES. Sell, lease, or otherwise transfer any property or assets to, or purchase, lease, or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions in the ordinary course of business and upon fair and reasonable terms no less favorable to the Borrower, the MLP, or such Subsidiary than such Person could obtain in a comparable arm's length transaction with a Person not an Affiliate of the Borrower, the MLP, or such Subsidiary, (b) transactions among the Borrower Affiliates, (c) any Restricted Payment permitted by Section 7.08, or (d) transactions pursuant to the agreements described in clauses (a) through (p) of the definition of Material Agreements, which agreements in the opinion of the Borrower when taken as a whole are fair and reasonable to the Borrower, the MLP, and their Subsidiaries.

SECTION 7.12 BURDENSOME AGREEMENTS. Enter into any Contractual Obligation that limits the ability of any Subsidiary to make Restricted Payments to the Borrower or to otherwise transfer property to the Borrower; provided that the foregoing shall not apply to restrictions and conditions (i) imposed by law or by any Loan Document, (ii) existing on the date hereof identified on Schedule
7.01 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) contained in agreements relating to a Disposition to a Person who is not an Affiliate of the MLP or any of its Subsidiaries pending such Disposition, provided such restrictions and conditions apply only to the property or assets to be subject to such Disposition and such Disposition is permitted hereunder,
(iv) imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) customary provisions in leases and other contracts restricting the assignment thereof.

SECTION 7.13 USE OF PROCEEDS. Use the proceeds of any Loan for purposes other than those permitted by Section 6.12, or 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.

SECTION 7.14 AMENDMENTS TO MATERIAL AGREEMENTS; AMENDMENT TO OMNIBUS AGREEMENT ADMINISTRATIVE FEE. Permit any amendment to any Borrower Operating Agreement or any Material

Agreement, if such amendment could reasonably be expected to have a Material Adverse Effect. Without limiting the foregoing, no amendment shall be made to the Omnibus Agreement that shall increase the annual $1,000,000 administrative fee paid to Martin Resource (other than (i) adjustments approved by the Conflicts Committee (as defined in the Limited Partnership Agreement (MLP)) to account for adjustments in the nature of the services provided by Martin Resource and/or its Affiliates as a result of acquisitions by the MLP and its Subsidiaries or other expansions of the business of the MLP and its Subsidiaries and (ii) inflation adjustments made pursuant to the terms of the Omnibus Agreement as in effect on the Closing Date).

SECTION 7.15 FINANCIAL COVENANTS.

(a) Interest Coverage Ratio. Permit the Interest Coverage Ratio as of the end of any fiscal quarter to be less than the ratio of 3.0 to 1.0.

(b) Leverage Ratio. Permit the Leverage Ratio at any time to be greater than the ratio of 3.5 to 1.0.

(c) Minimum Net Worth. Permit the Net Worth at any time to be less than $35,000,000.

(d) Current Ratio. Permit the Current Ratio as of the end of any fiscal quarter to be less than the ratio of 1.10 to 1.00.

(e) Fixed Asset Coverage. Permit at any time the orderly liquidation value of the Fixed Assets subject to the Collateral Documents as set forth in the most current Appraisal delivered to the Administrative Agent pursuant to
Section 6.02(d) (the "OLV" which value shall be net of any Indebtedness (other than the Obligations) secured by a Lien on the applicable assets) to be less than 200% of the sum of Acquisition/Term Outstandings. As used in this Section, "Acquisition/Term Outstandings" at any time means the sum of (i) the Term Loan Principal Debt and (ii) Revolver Principal Debt outstanding at such time under the Acquisition Subfacility. If on any date such OLV is less than 200% of the Acquisition/Term Outstandings, then the Borrower shall, as soon as possible, but in any event within thirty (30) days make a mandatory payment of Committed Loans in an amount sufficient to cause a reduction of the Acquisition/Term Outstandings such that the OLV is equal to or greater than 200% of the Acquisition/Term Outstandings.

(f) Adjustments for Acquisitions. For purposes of calculating the Interest Coverage Ratio and the Leverage Ratio, Consolidated EBITDA and Consolidated Interest Charges shall be adjusted on a pro forma basis (in a manner acceptable to the Administrative Agent if unaudited or by an independent certified public accountant of nationally recognized standing acceptable to the Administrative Agent) for any Person or assets sold or acquired and any Indebtedness incurred or assumed after the beginning of any four-fiscal quarter period being measured with respect to such ratios as if such assets had been sold or acquired at the beginning of such four-fiscal quarter period.

SECTION 7.16 CAPITAL EXPENDITURES. Permit (a) annual capital expenditures of the MLP, the Borrower, and their Subsidiaries to exceed the sum of $10,000,000 and the Additional Amount and (b) capital expenditures to be used for purposes other than those related to the Midstream Business. For purposes of this Section 7.16, "Additional Amount" shall mean, for any fiscal year of the MLP, the Borrower, and their Subsidiaries, an amount of capital expenditures equal to $10,000,000 less capital expenditures made for the previous fiscal year (capital expenditures for the previous fiscal year shall not include any portion of the Additional Amount calculated for the previous fiscal year).

SECTION 7.17 SUBORDINATED INDEBTEDNESS. Neither the Borrower nor the MLP will amend documents governing Subordinated Indebtedness unless approved in writing by the Required Lenders. The Borrower shall not make any payments of interest or any other amounts in respect of the Subordinated Indebtedness if a Default or Event of Default shall have occurred and be continuing or would result from such payment. The Borrower will not repay any principal, interest or other indebtedness in respect of the Subordinated Indebtedness, or make any redemption or acquisition for value or defeasance, refinancing or exchange thereof or therefore, or make any payments in contravention of the applicable Subordination Agreement.

ARTICLE VIII.
EVENTS OF DEFAULT AND REMEDIES

SECTION 8.01 EVENTS OF DEFAULT. Any of the following shall constitute an Event of Default:

(a) Non-Payment. The Borrower fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or any L/C Obligation or
(ii) within five (5) Business Days after the same becomes due, any interest on any Loan, any L/C Obligation, any commitment or other fee due hereunder, or any other amount payable hereunder or under any other Loan Document; or

(b) Specific Covenants. The Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 6.03(a), 6.05 (with respect to the MLP's and the Borrower's existence), 6.12, or Article VII; or

(c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days after the earlier of (i) the date notice has been given to the Borrower by the Administrative Agent or a Lender or (ii) the date a Responsible Officer knew or reasonably should have known of such Default; or

(d) Representations and Warranties. Any representation or warranty made or deemed made by the Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith proves to have been incorrect in any material respect when made or deemed made; or

(e) Cross-Default. (i) The Borrower or any other Loan Party (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guaranty Obligation (other than Indebtedness under Swap Contracts) having an aggregate principal amount (or, in the case of a Capitalized Lease or a Synthetic Lease Obligation, Attributable Indebtedness) (including undrawn or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than (individually or collectively) $3,500,000, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guaranty Obligation or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness, the lessor under such Synthetic Lease Obligation or the beneficiary or beneficiaries of such Guaranty Obligation (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased or redeemed (automatically or otherwise) prior to its stated maturity, or such Guaranty Obligation to become payable or cash collateral in respect thereof to be demanded; or (ii) (A) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract)resulting from any event of default under such Swap Contract as to which the Borrower or any other Loan Party is the Defaulting Party (as defined in such Swap Contract)

and the Swap Termination Value owed by the Borrower or any other Loan Party as a result thereof is greater than (individually or collectively) $3,500,000, or (B) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any other Loan Party is an Affected Party (as so defined) and the Swap Termination Value owed by the Borrower and other Loan Party as a result thereof is greater than (individually or collectively) $3,500,000 and such amount is not paid when due under such Swap Contract, or (iii) there occurs an Event of Default (as such term is defined in any Collateral Document); or

(f) Insolvency Proceedings, Etc. (i) (A) The Borrower or any Borrower Affiliate or CF Martin Sulphur or CF Martin Sulphur General Partner institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, or similar officer for it or for all or any material part of its property or takes any action to effect any of the foregoing; or (B) any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or (C) any proceeding under any Debtor Relief Law relating to any such Person or to all or any part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; (ii) (A) Martin Resource institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property or takes any action to effect any of the foregoing; or (B) any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or (C) any proceeding under any Debtor Relief Law relating to any such Person or to all or any part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding provided, in the case of any event described in this clause (ii), that such event could reasonably be expected to have a Material Adverse Effect; or

(g) Inability to Pay Debts; Attachment. (i) The Borrower or any Borrower Affiliate, CF Martin Sulphur, CF Martin Sulphur General Partner, or any of their respective Subsidiaries becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against property which is a material part of the property of the Borrower and its Subsidiaries taken as a whole, and is not released, vacated or fully bonded within 45 days after its issue or levy; or

(h) Judgments. (i) There is entered against the Borrower or any other Loan Party (other than the MLP General Partner) or (A) a final judgment or order for the payment of money in an aggregate amount exceeding (individually or collectively) $3,500,000 (to the extent not covered by third-party insurance as to which the insurer does not dispute coverage), or (B) any non-monetary final judgment that has or could reasonably be expected to have a Material Adverse Effect and, in either case, (1) enforcement proceedings are commenced by any creditor upon such judgment or order, or (2) there is a period of 30 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; (ii) there is entered against Martin Resource (A) a final judgment or order for the payment of money that could reasonably be expected to have a Material Adverse Effect or (B) any non-monetary final judgment that has or could reasonably be expected to have a Material Adverse Effect and, in either case, (1) enforcement proceedings are commenced by any creditor upon such judgment or order, or (2) there is a period of 30 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(i) ERISA. (i) If the Borrower, any other Loan Party or any of their ERISA Affiliates maintains any Pension Plan or any Multiemployer Plan, an ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the Borrower or any other Loan Party under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of $3,500,000, or (ii) if there is any Multiemployer Plan, the Borrower, any other Loan Party or any ERISA Affiliate thereof fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $3,500,000; or

(j) Invalidity of Loan Documents. Any Loan Document, at any time after its execution and delivery and for any reason other than the agreement of all the Lenders or termination of all Commitments and satisfaction in full of all the Obligations, ceases to be in full force and effect, or is declared by a court of competent jurisdiction to be null and void, invalid or unenforceable in any material respect; or any Loan Party denies that it has any or further liability or obligation under any Loan Document (except for a Loan Party released therefrom pursuant to a Disposition or other transaction permitted hereunder), or purports to revoke, terminate or rescind any Loan Document; or

(k) Change of Control. There occurs any Change of Control; or

(l) Dissolution. The Borrower or any Borrower Affiliate shall dissolve, liquidate, or otherwise terminate its existence, except as permitted in Section 7.06; or

(m) Material Agreements. (i) Termination of any Material Agreement or any material provision of any of the foregoing if such termination could reasonably be expected to have a Material Adverse Effect and such agreement or provision is not replaced (prior to such cessation) in a manner that will prevent such Material Adverse Effect; (ii) default by any Person in the performance or observance of any material term of any Material Agreement which is not cured within the applicable cure period specified in such Material Agreement, if such default could reasonably be expected to have a Material Adverse Effect; or (iii) any Unauthorized Assignment shall occur; or

(n) Collateral; Impairment of Security, etc. (i) Any provision of any Loan Document shall for any reason cease to be valid and binding on or enforceable against a Loan Party or any Loan Party shall so state in writing or bring an action to limit its obligations or liabilities thereunder; or (ii) any Collateral Document shall for any reason (other than pursuant to the terms thereof) cease to create a valid security interest in the Collateral purported to be covered thereby or such security interest shall for any reason cease to be a perfected and first priority security interest subject to Permitted Liens; or
(iii) any provision of a Subordination Agreement shall cease to be effective or shall not be enforceable, or any holder of Subordinated Indebtedness shall seek to invalidate any provision of a Subordination Agreement; or

(o) Investment Reduction Event. There occurs any Investment Reduction Event.

SECTION 8.02 REMEDIES UPON EVENT OF DEFAULT. If any Event of Default occurs, the Administrative Agent:

(a) (i) shall, at the request of, or may, with the consent of the Required Term Lenders, declare the commitment of each Term Lender to make Loans under the Term Loan Facility to be terminated, whereupon such commitments shall be terminated; and (ii) shall, at the request of, or may, with the consent of the Required Revolver Lenders declare the commitment of each Revolver Lender to

make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligations shall be terminated;

(b) shall, at the request of, or may, with the consent of the Required Lenders, declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby expressly waived by the Borrower;

(c) shall, at the request of, or may, with the consent of the Required Lenders, declare that an amount equal to the then Outstanding Amount of all L/C Obligations be immediately due and payable by the Borrower, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby expressly waived by the Borrower, and require that the Borrower deliver such payments to the Administrative Agent to Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

(d) shall, at the request of, or may, with the consent of the Required Lenders, exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable law;

provided, however, that upon the occurrence of any event specified in subsection
(f)(i) of Section 8.01, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and an amount equal to the then Outstanding Amount of all L/C Obligations shall be deemed to be forthwith due and owing by the Borrower to the L/C Issuer and the Lenders as of the date of such occurrence and the Borrower's obligation to pay such amounts shall be absolute and unconditional, without regard to whether any beneficiary of any such Letter of Credit has attempted to draw down all or a portion of such amount under the terms of a Letter of Credit and, to the fullest extent permitted by applicable law, shall not be subject to any defense or be affected by a right of set-off, counterclaim or recoupment which the Borrower may now or hereafter have against any such beneficiary, the L/C Issuer, the Administrative Agent, the Lenders or any other Person for any reason whatsoever. Such payments shall be delivered to and held by the Collateral Agent as cash collateral securing the L/C Obligations.

ARTICLE IX.
AGENTS

SECTION 9.01 APPOINTMENT AND AUTHORIZATION OF ADMINISTRATIVE AGENT AND COLLATERAL AGENT; LENDER HEDGING AGREEMENTS.

(a) Each Lender hereby irrevocably (subject to Section 9.10) appoints, designates and authorizes each of the Administrative Agent and the Collateral Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, neither the Administrative Agent nor the Collateral Agent shall have any duties or responsibilities, except those expressly set forth herein, nor shall either the Administrative Agent or the Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent or the Collateral Agent. Without

limiting the generality of the foregoing sentence, the use of the term "agent" herein and in the other Loan Documents with reference to the Administrative Agent or the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

(b) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith until such time (and except for so long) as the Administrative Agent may agree at the request of the Required Lenders to act for the L/C Issuer with respect thereto; provided, however, that the L/C Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the application and agreements for letters of credit pertaining to the Letters of Credit as fully as if the term "Administrative Agent" as used in this Article IX included the L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the L/C Issuer.

(c) To the extent any Lender or any Affiliate of a Lender is a party to a Lender Hedging Agreement and accepts the benefits of the Liens in the Collateral arising pursuant to the Collateral Documents, such Lender (for itself and on behalf of any such Affiliates) shall be deemed (i) to appoint Royal Bank, as its nominee and agent, to act for and on behalf of such Lender or Affiliate thereof in connection with the Collateral Documents and (ii) to be bound by the terms of this Article IX.

SECTION 9.02 DELEGATION OF DUTIES. Either the Administrative Agent or the Collateral Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. Neither the Administrative Agent nor the Collateral Agent shall be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

SECTION 9.03 DEFAULT; MASTER CONSENT TO ASSIGNMENT.

(a) Upon the occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that Required Lenders or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the rights of the Lenders; and the Administrative Agent and the Collateral Agent shall be entitled to refrain from taking any action (without incurring any liability to any Person for so refraining) unless and until the Administrative Agent or the Collateral Agent, as appropriate, shall have received instructions from Required Lenders. All rights of action under the Loan Documents and all right to the Collateral, if any, hereunder may be enforced by the Administrative Agent and the Collateral Agent and any suit or proceeding instituted by the Administrative Agent or the Collateral Agent in furtherance of such enforcement shall be brought in its name as the Administrative Agent or the Collateral Agent, as applicable, without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of the Lenders (and, with respect to Lender Hedging Agreements, Affiliates, if applicable) subject to the expenses of the Administrative Agent and/or the Collateral Agent. In actions with respect to any property of the Borrower or any other Obligor, each of the Administrative Agent and the Collateral Agent is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable). Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of Borrower to the Obligation shall be construed as being for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreement, Affiliates, if applicable).

(b) Each Lender authorizes and directs the Administrative Agent and the Collateral Agent to enter into the Collateral Documents on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging Agreement, Affiliates, if applicable).

(c) Except to the extent unanimity (or other percentage set forth in
Section 10.1) is required hereunder, each Lender agrees that any action taken by the Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Lenders of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders.

(d) Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents.

(e) Neither the Administrative Agent nor the Collateral Agent shall have any obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by any Obligor or is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent or the Collateral Agent herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights granted or available to the Administrative Agent or the Collateral Agent in this Section 9.03 or in any of the Collateral Documents; it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Administrative Agent or the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent's or the Collateral Agent's own interest in the Collateral as one of the Lenders and that neither the Administrative Agent nor the Collateral Agent shall have any duty or liability whatsoever to any Lender, other than to act without gross negligence or willful misconduct.

(f) The Lenders hereby irrevocably authorize each of the Administrative Agent and the Collateral Agent, at its option and discretion, to release any Lien granted to or held by the Administrative Agent or the Collateral Agent upon any Collateral: (i) constituting property in which no Obligor owned an interest at the time the Lien was granted or at any time thereafter; (ii) constituting property leased to an Obligor under a lease which has expired or been terminated in a transaction permitted under the Loan Document or is about to expire and which has not been, and is not intended by such Obligor to be, renewed; and
(iii) consisting of an instrument evidencing Indebtedness pledged to the Administrative Agent or the Collateral Agent (for the benefit of the Lenders), if the Indebtedness evidenced thereby has been paid in full. In addition, the Lenders irrevocably authorize the Administrative Agent and the Collateral Agent to release Liens upon Collateral as contemplated in Section 10.01(c) or (d), or if approved, authorized, or ratified in writing by the requisite Lenders. Upon request by the Administrative Agent and/or the Collateral Agent at any time, the Lenders will confirm in writing the Administrative Agent's and/or the Collateral Agent's authority to release particular types or items of Collateral pursuant to this Section 9.03.

(g) In furtherance of the authorizations set forth in this Section 9.03, each Lender hereby irrevocably appoints each of the Administrative Agent and the Collateral Agent its attorney-in-fact, with full power of substitution, for and on behalf of and in the name of each such Lender, (i) to enter into Collateral Documents (including, without limitation, any appointments of substitute trustees under any Collateral Documents), (ii) to take action with respect to the Collateral and Collateral Documents to perfect, maintain, and preserve the Liens securing the Obligations, and (iii) to execute instruments of

release or to take other action necessary to release Liens upon any Collateral to the extent authorized in paragraph (f) hereof. This power of attorney shall be liberally, not restrictively, construed so as to give the greatest latitude to the Administrative Agent's and the Collateral Agent's power, as attorney, relative to the Collateral matters described in this Section 9.03. The respective powers and authorities herein conferred on the Administrative Agent and the Collateral Agent may be exercised by each of the Administrative Agent and/or the Collateral Agent through any Person who, at the time of the execution of a particular instrument, is an officer of such agent. The power of attorney conferred by this Section 9.03(g) is granted for valuable consideration and is coupled with an interest and is irrevocable so long as the Obligations, or any part thereof, shall remain unpaid or the Lenders are obligated to make any Borrowings under the Loan Documents.

SECTION 9.04 LIABILITY OF ADMINISTRATIVE AGENT. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for the creation, perfection or priority of any Liens purported to be created by any of the Loan Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, or to make any inquiry respecting the performance by the Borrower of its obligations hereunder or under any other Loan Document, or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof.

SECTION 9.05 RELIANCE BY ADMINISTRATIVE AGENT.

(a) Each of the Administrative Agent and the Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by the Administrative Agent or the Collateral Agent. Each of the Administrative Agent and the Collateral Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each of the Administrative Agent and the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders or all the Lenders, if required hereunder, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and participants. Where this Agreement expressly permits or prohibits an action unless the Required Lenders otherwise determine, the Administrative Agent and/or the Collateral Agent shall, and in all other instances, the Administrative Agent and/or the Collateral Agent may, but shall not be required to, initiate any solicitation for the consent or a vote of the Lenders.

(b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has funded its Pro Rata Share of the Borrowing(s) on the Conditions Effective Date (or, if there is no Borrowing made on such date, each Lender other than Lenders who gave written objection to the Administrative Agent prior to such date) shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter either sent by the Administrative Agent to such Lender for consent, approval, acceptance or satisfaction, or required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender.

SECTION 9.06 NOTICE OF DEFAULT. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent shall have received written notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a "notice of default." The Administrative Agent will notify the Lenders of its receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be directed by the Required Lenders in accordance with Article VIII; provided, however, that unless and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interest of the Lenders.

SECTION 9.07 CREDIT DECISION; DISCLOSURE OF INFORMATION BY ADMINISTRATIVE AGENT. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by the Administrative Agent or the Collateral Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the Administrative Agent and the Collateral Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent or the Collateral Agent herein, neither the Administrative Agent nor the Collateral Agent shall have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person.

SECTION 9.08 INDEMNIFICATION OF ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified

Liabilities resulting from such Person's gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Lender shall reimburse each of the Administrative Agent and the Collateral Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by each of the Administrative Agent and each of the Collateral Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent and/or the Collateral Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section shall survive termination of the Commitments, the payment of all Obligations hereunder and the resignation or replacement of the Administrative Agent and/or the Collateral Agent.

SECTION 9.09 ADMINISTRATIVE AGENT AND COLLATERAL AGENT IN THEIR INDIVIDUAL CAPACITIES. Royal Bank and its Affiliates may make loans to, accept deposits from, acquire equity interests in (any equity interests acquired shall be held by a Royal Bank Affiliate) and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though Royal Bank were not the Administrative Agent, the Collateral Agent, or the L/C Issuer hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, Royal Bank or its Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that neither the Administrative Agent nor the Collateral Agent shall be under no obligation to provide such information to them. With respect to its Loans, Royal Bank shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not the Administrative Agent, the Collateral Agent, or the L/C Issuer, and the terms "Lender" and "Lenders" include Royal Bank in its individual capacity.

SECTION 9.10 SUCCESSOR AGENTS.

(a) The Administrative Agent may resign as Administrative Agent upon 30 days' notice to the Lenders with a copy of such notice to the Borrower. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default. If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Article IX and Sections 10.03 and 10.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is thirty (30) days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

(b) The Collateral Agent may resign as Collateral Agent upon 30 days' notice to the Lenders with a copy of such notice to the Borrower. If the Collateral Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor collateral agent for the Lenders which successor collateral agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default. If no successor collateral agent is appointed prior to the effective date of the resignation of the Collateral Agent, the Collateral Agent may appoint, after consulting with the Lenders and the Borrower, a successor collateral agent from among the Lenders. Upon the acceptance of its appointment as successor collateral agent hereunder, such successor collateral agent shall succeed to all the rights, powers and duties of the retiring Collateral Agent and the term "Collateral Agent" shall mean such successor collateral agent and the retiring Collateral Agent's appointment, powers and duties as Collateral Agent shall be terminated. After any retiring Collateral Agent's resignation hereunder as Collateral Agent, the provisions of this Article IX and Sections 10.03 and 10.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement. If no successor collateral agent has accepted appointment as Collateral Agent by the date which is thirty (30) days following a retiring Collateral Agent's notice of resignation, the retiring Collateral Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

(c) If the Collateral Agent deems it necessary or advisable to appoint a substitute Collateral Agent that qualifies as citizen of the United States under Section 2 of the Shipping Act of 1916, as amended and then in effect, then the Collateral Agent shall appoint a substitute Collateral Agent. Each Lender that qualifies to serve as Collateral Agent pursuant to this Section 9.12 agrees to accept appointment as Collateral Agent.

SECTION 9.11 OTHER AGENTS; LEAD MANAGERS. None of the Lenders or other Persons identified on the facing page or signature pages of this Agreement as a "co-agent," any other type of agent (other than the Administrative Agent and the Collateral Agent), "lead arranger," or "book runner" shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

ARTICLE X.
MISCELLANEOUS

SECTION 10.01 AMENDMENTS, RELEASE OF COLLATERAL, ETC.

(a) No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall, unless in writing and signed by each of the Lenders directly affected thereby and by the Borrower, and acknowledged by the Administrative Agent, do any of the following:

(i) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02);

(ii) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document;

(iii) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing or (subject to clause
(ii) of the proviso below) any fees or other amounts payable hereunder or under any other Loan Document, 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;

(iv) change the percentage of the Aggregate Commitments or of the aggregate unpaid principal amount of the Loans and L/C Obligations which is required for the Lenders or any of them to take any action hereunder;

(v) change the Pro Rata Share of any Lender;

(vi) Release a material amount of Collateral or release any Guarantor from a Guaranty (except as otherwise permitted under this
Section 10.01);

(vii) amend this Section, or Section 2.12, or any provision herein providing for unanimous consent or other action by all the Lenders; or

(viii) change the allocation of payments between the Revolver Facility and the Term Loan Facility.

and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Required Lenders or all the Lenders, as the case may be, affect the rights or duties of the L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Required Lenders or all the Lenders, as the case may be, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iii) the Agent/Arranger Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, any Lender that has failed to fund any portion of the Loans or participation in L/C Obligations required to be funded by it hereunder shall not have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Pro Rata Share of such Lender may not be increased without the consent of such Lender, and (iv) no amendment, waiver, or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement.

(b) Any amendment to any Loan Document which purports to (i) decrease the amount of any mandatory prepayment or commitment reduction required by
Section 2.04 or (ii) change this Section 10.01(b), must be by an instrument in writing executed by Borrower, the Administrative Agent, the Required Revolver Lenders, and the Required Term Lenders.

(c) Upon any sale, transfer, or disposition of Collateral which is permitted pursuant to the Loan Documents, and upon ten (10) Business Days' prior written request by the Borrower (which request must be accompanied by (i) true and correct copies of all material documents of transfer or disposition, including any contract of sale, (ii) a preliminary closing statement and instructions to the title company, if any, (iii) all requested release instruments in form and substance satisfactory to the Administrative Agent) and
(iv) if required, written consent of the requisite Lenders, the Administrative Agent (or the Collateral

Agent, as applicable) shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of Liens granted to the Collateral Agent for the benefit of the Lenders pursuant hereto in such Collateral. Neither the Administrative Agent nor the Collateral Agent shall be required to execute any release instruments on terms which, in the Administrative Agent's or the Collateral Agent's opinion, would expose the Administrative Agent or the Collateral Agent to liability or create any obligation or entail any consequence other than the release of liens without recourse or warranty. No such release shall impair the Administrative Agent's or the Collateral Agent's lien on the proceeds of sale of such Collateral.

(d) If all outstanding Loans and other Obligations have been indefeasibly paid in full and the Commitments have terminated or have been reduced to zero, and, subject to Section 10.01(e) all Lender Hedging Agreement have terminated, each of the Administrative Agent and the Collateral Agent agrees to, and the Lenders hereby instruct the Administrative Agent or the Collateral Agent, as applicable, to, at the Borrower's expense, execute such releases of the Collateral Documents as the Borrower shall reasonably request and this Agreement shall be deemed terminated except that such termination shall not relieve the Borrower of any obligation to make any payments to the Administrative Agent, the Collateral Agent, or any Lender required by any Loan Document to the extent accruing, or relating to an event occurring, prior to such termination.

(e) Notwithstanding any provision herein to the contrary, if the Commitments have been terminated, and the only outstanding Obligations are amounts owed pursuant to one or more Lender Hedging Agreements, the Administrative Agent or the Collateral Agent, as applicable, will, and is hereby authorized to, (A) release the Liens created under the Loan Documents and (B) release all Guaranties of the Borrower, provided, that contemporaneously with such release, (i) the Borrower (and, if applicable, the Subsidiary that is a party to such Lender Hedging Agreements) (A) executes a margin agreement in form and substance acceptable to such Lender(s) (or its Affiliates) that are parties to such Lender Hedging Agreements (the "Lender Counterparties") and (B), if required, provides collateral in the form of cash or a letter of credit having an aggregate value acceptable to such Lender Counterparties, and (ii) if such Lender Hedging Agreement is executed by a Subsidiary of the Borrower and the Borrower and the MLP are not parties thereto, the Borrower and the MLP execute a guaranty covering such Subsidiary's obligations thereunder, such guaranty to be in form and substance satisfactory to the Lender Counterparties. Any release under this Section 10.01(e) must be in writing and signed by the Administrative Agent.

SECTION 10.02 NOTICES AND OTHER COMMUNICATIONS; FACSIMILE COPIES.

(a) General. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder and under the other Loan Documents shall be in writing (including by facsimile transmission) and mailed, faxed or delivered, to the address, facsimile number or (subject to subsection
(c) below) electronic mail address specified for notices on Schedule 10.02 (for the Borrower, any Guarantor, the Administrative Agent, and the Collateral Agent) or on the Administrative Questionnaire (for the other Lenders); or, in the case of the Borrower, the Guarantors, the Administrative Agent, the Collateral Agent, the Swing Line Lender, or the L/C Issuer, to such other address as shall be designated by such party in a notice to the other parties, and in the case of any other party, to such other address as shall be designated by such party in a notice to the Borrower, the Administrative Agent, the Collateral Agent, the Swing Line Lender, and the L/C Issuer. All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the intended recipient and (ii) (A) if delivered by hand or by courier, when signed for by the intended recipient; (B) if delivered by mail, four Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of subsection (c) below), when delivered; provided,

however, that notices and other communications to the Administrative Agent or the L/C Issuer pursuant to Article II shall not be effective until actually received by such Person. Any notice or other communication permitted to be given, made or confirmed by telephone hereunder shall be given, made or confirmed by means of a telephone call to the intended recipient at the number specified in accordance with this Section, it being understood and agreed that a voicemail message shall in no event be effective as a notice, communication or confirmation hereunder.

(b) Effectiveness of Facsimile Documents and Signatures. Loan Documents may be transmitted and/or signed by facsimile. The effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force and effect as manually-signed originals and shall be binding on all Loan Parties, the Administrative Agent, the Collateral Agent, and the Lenders. The Administrative Agent may also require that any such documents and signatures be confirmed by a manually-signed original thereof; provided, however, that the failure to request or deliver the same shall not limit the effectiveness of any facsimile document or signature.

(c) Limited Use of Electronic Mail. Electronic mail and internet and intranet websites may be used only to distribute routine communications, such as financial statements and other information, and to distribute Loan Documents for execution by the parties thereto, and shall not be recognized hereunder for any other purpose.

(d) Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

SECTION 10.03 NO WAIVER; CUMULATIVE REMEDIES. No failure by any Lender, the Administrative Agent, or the Collateral Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein or therein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

SECTION 10.04 ATTORNEY COSTS; EXPENSES AND TAXES. The Borrower agrees
(a) to pay or reimburse the Administrative Agent and the Collateral Agent for all costs and expenses incurred in connection with the development, preparation, negotiation, syndication, administration and execution of this Agreement and the other Loan Documents, including the filing, recording, refiling or rerecording of any Mortgage, any pledge agreement and any Security Agreement and/or any Uniform Commercial Code financing statements relating thereto and all amendments, supplements and modifications to any thereof and any and all other documents or instruments of further assurance required to be filed or recorded or refiled or rerecorded by the terms hereof or of any mortgage, any pledge agreement or any security agreement, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, and each

Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, and the cost of independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, or any Lender. The agreements in this Section shall survive the termination of the Commitments and repayment of all the other Obligations.

SECTION 10.05 INDEMNIFICATION. Whether or not the transactions contemplated hereby are consummated, each of the Borrower, the MLP, and each other Guarantor (by execution of a Guaranty), jointly and severally, agrees to indemnify, save and hold harmless each Agent-Related Person, each Co-Agent Related Person, each Arranger, each Lender, the Swing Line Lender, the L/C Issuer and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the "Indemnitees") from and against:
(a) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (other than the Administrative Agent, Swing Line Lender, or any Lender) relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against any Loan Party, any Affiliate of any Loan Party or any of their respective officers or directors, arising out of or relating to, the Loan Documents, the Commitments, the use or contemplated use of the proceeds of any Loans, or the relationship of any Loan Party, the Administrative Agent, the Lenders, the Swing Line Lender, and the L/C Issuer under this Agreement or any other Loan Document;
(b) any and all claims, demands, actions or causes of action that may at any time (including at any time following repayment of the Obligations and the resignation of the Administrative Agent, Swing Line Lender, or the replacement of any Lender) be asserted or imposed against any Indemnitee, arising out of or relating to, the Loan Documents, the Commitments, the use or contemplated use of the proceeds of any Loans, or the relationship of any Loan Party, the Administrative Agent, the Lenders, the Swing Line Lender, and the L/C Issuer under this Agreement or any other Loan Document; (c) without limiting the foregoing, any and all claims, demands, actions or causes of action, judgments and orders, penalties and fines that are asserted or imposed against any Indemnitee, (i) under the application of any Environmental Law applicable to the Borrower or any of its Subsidiaries or any of their properties or assets, including the treatment or disposal of Hazardous Substances on any of their properties or assets, (ii) as a result of the breach or non-compliance by the Borrower or any Subsidiary with any Environmental Law applicable to the Borrower or any Subsidiary, (iii) due to past ownership by the Borrower or any Subsidiary of any of their properties or assets or past activity on any of their properties or assets which, though lawful and fully permissible at the time, could result in present liability, (iv) due to the presence, use, storage, treatment or disposal of Hazardous Substances on or under, or the escape, seepage, leakage, spillage, discharge, emission or Release from, any of the properties owned or operated by the Borrower or any Subsidiary (including any liability asserted or arising under any Environmental Law), regardless of whether caused by, or within the control of, the Borrower or such Subsidiary, or (v) due to any other environmental, health or safety condition in connection with the Loan Documents;
(d) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in subsection (a), (b) or (c) above; and (e) any and all liabilities (including liabilities under indemnities), losses, costs or expenses (including Attorney Costs and settlement costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, WHETHER OR NOT ARISING OUT OF THE STRICT LIABILITY OR NEGLIGENCE OF AN INDEMNITEE, and whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding (all the foregoing, collectively, the "Indemnified Liabilities"); provided that no

Indemnitee shall be entitled to indemnification for any claim to the extent caused by its own gross negligence or willful misconduct. The agreements in this
Section shall survive and continue for the benefit of the indemnitees at all times after the Borrower's acceptance of the Lenders' commitments for the Senior Credit Facility, whether or not the Conditions Effective Date shall occur and shall survive the termination of the Commitments and repayment of all the other Obligations.

SECTION 10.06 PAYMENTS SET ASIDE. To the extent that the Borrower makes a payment to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of set-off, and such payment or the proceeds of such set-off or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then
(a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such set-off had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect.

SECTION 10.07 SUCCESSORS AND ASSIGNS.

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor the MLP may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this
Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the outstanding principal balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, in the case of any assignment in respect of a Loan under the Revolver Facility, or $1,000,000, in the case of any assignment of a Loan under the Term Loan Facility, unless each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and

obligations under this Agreement with respect to the Loans or the Commitment assigned except that this clause (ii) shall not prohibit the assignment of a proportionate part of the assigning Lender's rights and obligations in respect of either the Revolver Facility or the Term Loan Facility (i.e. an assignment need not be ratable as between the Revolver Facility and the Term Loan Facility, but assignments of the Revolver Facility shall be ratable as between the Acquisition Subfacility and the Working Capital/Distribution Subfacility) and shall not apply to rights in respect of Swing Line Loans, (iii) any assignment of a Revolver Commitment must be approved by the Administrative Agent and the L/C Issuer unless the Person that is the proposed assignee is itself a Lender with a Revolver Commitment (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.07, 10.04 and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.

(c) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d) Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower's Affiliates or Subsidiaries) (each, a "Participant") in all or a portion of such Lender's rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender's participation in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that would (i) postpone any date upon which any payment of money is scheduled to be paid to such Participant, (ii) reduce the principal, interest, fees or other amounts payable to such Participant, or (iii) release the MLP from its Guaranty. Subject to subsection
(e) of this

Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender, provided such Participant agrees to be subject to Section 2.12 as though it were a Lender.

(e) A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 10.15 as though it were a Lender.

(f) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Notes, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(g) If the consent of the Borrower to an assignment or to an Eligible Assignee is required hereunder (including a consent to an assignment which does not meet the minimum assignment threshold specified in clause (i) of the proviso to the first sentence of Section 10.07(b)), the Borrower shall be deemed to have given its consent five Business Days after the date notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth Business Day.

(h) Notwithstanding anything to the contrary contained herein, if at any time Royal Bank assigns all of its Commitment and Loans pursuant to subsection (b) above, Royal Bank may, (i) upon 30 days' notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days' notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Royal Bank as L/C Issuer or Swing Line Lender. Royal Bank shall retain all the rights and obligations of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund participations in Unreimbursed Amounts pursuant to Section 2.14(c)). If Royal Bank resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c).

SECTION 10.08 CONFIDENTIALITY. Each Lender agrees that it will not disclose without the prior consent of the Borrower (other than to directors, officers, employees, auditors, accountants, counsel or other professional advisors of the Administrative Agent, the Collateral Agent, or any Lender) any information with respect to the MLP, the Borrower or its Subsidiaries, which is furnished pursuant to this Agreement or the transactions contemplated hereby, provided that any Lender may disclose any such information (a) (i) as has become generally available to the public other than as a result of a breach of this
Section 10.08, (ii) was or becomes available to Royal Bank on a nonconfidential basis prior to its disclosure pursuant hereto or (iii) is obtained by Royal Bank on a non-confidential basis from a source

other than the Borrower provided that such source is not known to Royal Bank to be subject to an obligation of confidentiality with respect to such information,
(b) as may be required in any report, statement or testimony submitted to or required by any municipal, state or federal regulatory body having or claiming to have jurisdiction over such Lender or submitted to or required by the Board or the Federal Deposit Insurance Corporation or similar organizations (whether in the United States of America or elsewhere) or their successors, (c) as may be required in response to any summons or subpoena in connection with any litigation, (d) in order to comply with any law, order, regulation or ruling applicable to such Lender, (e) to any Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement, provided that such Eligible Assignee or Participant or prospective Eligible Assignee or Participant executes an agreement containing provisions substantially the same as those contained in this Section 10.08, (f) in connection with the exercise of any remedy by such Lender following an Event of Default pertaining to the Loan Documents, (g) in connection with any litigation involving such Lender pertaining to the Loan Documents, (h) to any Lender or the Administrative Agent, or (i) to any Affiliate (other than any Affiliate of any Lender that is a broker dealer) of any Lender who is involved with the transactions contemplated hereby (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and obligated to keep such information confidential on the same terms as set forth in this Section 10.08).

SECTION 10.09 SET-OFF. In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to the Administrative Agent and the Lenders, now or hereafter existing, irrespective of whether or not the Administrative Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.

SECTION 10.10 INTEREST RATE LIMITATION. It is the intention of the parties hereto to comply with applicable usury laws; accordingly, notwithstanding any provision to the contrary in this Agreement or in any of the other Loan Documents securing the payment hereof or otherwise relating hereto, in no event shall this Agreement or such other Loan Documents require the payment or permit the payment, taking, reserving, receiving, collection, or charging of any sums constituting interest under applicable laws, if any, which exceed the maximum amount permitted by such laws. If any such excess interest is called for, contracted for, charged, taken, reserved, or received in connection with the Loans or in any of the Loan Documents securing the payment thereof or otherwise relating thereto, or in any communication by the Administrative Agent or the Lenders or any other person to the Borrower or any other Person, or in the event all or part of the principal or interest thereof shall be prepaid or accelerated, so that under any of such circumstances or under any other circumstance whatsoever the amount of interest contracted for, charged, taken, reserved, or received on the amount of principal actually outstanding from time to time pursuant to the Agreement shall exceed the maximum amount of interest permitted by applicable usury laws, then in any such event it is agreed as follows: (i) the provisions of this paragraph shall govern and control, (ii) neither the Borrower nor any other Person or entity now or hereafter liable for the payment of the Obligations shall be obligated to pay the amount of such interest to the extent such interest is in excess of the maximum amount of interest permitted by applicable usury laws, (iii) any such excess which is or has been received notwithstanding this paragraph shall be credited against the then unpaid principal

balance hereunder or, if the Loans have been or would be paid in full, refunded to the Borrower, and (iv) the provisions of this Agreement and the other Loan Documents securing the payment hereof and otherwise relating hereto, and any communication to the Borrower, shall immediately be deemed reformed and such excess interest reduced, without the necessity of executing any other document, to the maximum lawful rate allowed under applicable laws as now or hereafter construed by courts having jurisdiction hereof or thereof. Without limiting the foregoing, all calculations of the rate of the interest contracted for, charged, taken, reserved, or received in connection with the Loans or this Agreement which are made for the purpose of determining whether such rate exceeds the maximum lawful rate shall be made to the extent permitted by applicable laws by amortizing, prorating, allocating and spreading during the period of the full term of the Loans, including all prior and subsequent renewals and extensions, all interest at any time contracted for, charged, taken, reserved, or received. The terms of this paragraph shall be deemed to be incorporated in every document and communication relating to the Loans or any other Loan Document.

SECTION 10.11 COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

SECTION 10.12 INTEGRATION. This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Administrative Agent or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

SECTION 10.13 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent, the Collateral Agent, and each Lender, regardless of any investigation made by the Administrative Agent, the Collateral Agent, or any Lender or on their behalf and notwithstanding that the Administrative Agent, the Collateral Agent, or any Lender may have had notice or knowledge of any Default or Event of Default at the time of any Borrowing, and shall continue in full force and effect as long as any Loan or any other Obligation shall remain unpaid or unsatisfied.

SECTION 10.14 SEVERABILITY. Any provision of this Agreement and the other Loan Documents to which the Borrower is a party that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions thereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 10.15 FOREIGN LENDERS. Each Lender that is a "foreign corporation, partnership or trust" within the meaning of the Code (a "Foreign Lender") shall deliver to the Administrative Agent, prior to receipt of any payment subject to withholding under the Code (or after accepting an assignment of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Person and entitling it to an exemption from, or reduction of, withholding tax on all payments to be made to such Person by the Borrower pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Person by the Borrower

pursuant to this Agreement) or such other evidence satisfactory to the Borrower and the Administrative Agent that such Person is entitled to an exemption from, or reduction of, U.S. withholding tax. Thereafter and from time to time, each such Person shall (a) promptly submit to the Administrative Agent such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to the Borrower and the Administrative Agent of any available exemption from or reduction of, United States withholding taxes in respect of all payments to be made to such Person by the Borrower pursuant to this Agreement, (b) promptly notify the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (c) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws that the Borrower make any deduction or withholding for taxes from amounts payable to such Person. If such Person fails to deliver the above forms or other documentation, then the Administrative Agent may withhold from any interest payment to such Person an amount equivalent to the applicable withholding tax imposed by Sections 1441 and 1442 of the Code, without reduction. If any Governmental Authority asserts that the Administrative Agent did not properly withhold any tax or other amount from payments made in respect of such Person, such Person shall indemnify the Administrative Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including Attorney Costs) of the Administrative Agent. The obligation of the Lenders under this Section shall survive the payment of all Obligations and the resignation or replacement of the Administrative Agent.

SECTION 10.16 GOVERNING LAW.

(a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAW RULES OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATION LAW) AND APPLICABLE FEDERAL LAW; AND THE ADMINISTRATIVE AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

(b) THE MLP, THE BORROWER, ANY OTHER PARTY HERETO, AND EACH GUARANTOR, BY EXECUTION OF A GUARANTY, AGREES AS TO THIS SECTION 10.16(b). ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE MLP, THE BORROWER, THE ADMINISTRATIVE AGENT, THE SWING LINE LENDER, THE L/C ISSUER, AND THE LENDERS CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE MLP, THE BORROWER, THE ADMINISTRATIVE AGENT, THE SWING LINE LENDER, THE L/C ISSUER, AND THE LENDERS IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO. THE MLP, THE BORROWER, THE ADMINISTRATIVE AGENT, THE SWING LINE LENDER, THE L/C ISSUER, AND THE LENDERS EACH WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, AND CONSENT TO THE SERVICE OF PROCESS IN ANY SUCH LEGAL ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED

MAIL, POSTAGE PREPAID, TO IT AT ITS ADDRESS SET FORTH IN SCHEDULE 10.02, SUCH SERVICE TO BECOME EFFECTIVE TEN DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT, THE SWING LINE LENDER, THE L/C ISSUER OR ANY LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. EACH OF THE MLP, THE BORROWER, AND EACH GUARANTOR, BY ITS EXECUTION OF A GUARANTY, HEREBY IRREVOCABLY APPOINTS CT CORPORATION SYSTEM, WITH AN ADDRESS AT 111 EIGHTH AVENUE, 13TH FLOOR, NEW YORK, NEW YORK 10011 (THE "NEW YORK PROCESS AGENT") AS PROCESS AGENT IN ITS NAME, PLACE AND STEAD TO RECEIVE AND FORWARD SERVICE OF ANY AND ALL WRITS, SUMMONSES AND OTHER LEGAL PROCESS IN ANY SUIT, ACTION OR PROCEEDING BROUGHT IN THE STATE OF NEW YORK, AGREES THAT SUCH SERVICE IN ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE MADE UPON THE NEW YORK PROCESS AGENT, AND AGREES TO TAKE ALL SUCH ACTION AS MAY BE NECESSARY TO CONTINUE SAID APPOINTMENT IN FULL FORCE AND EFFECT.

SECTION 10.17 WAIVER OF RIGHT TO TRIAL BY JURY, ETC. EACH PARTY TO THIS AGREEMENT AND EACH GUARANTOR, BY EXECUTION OF A GUARANTY, HEREBY (a) EXPRESSLY AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES TO THE LOAN DOCUMENTS OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE COMPANIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY; AND (b) EXPRESSLY AND IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH ACTION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES, PROVIDED THAT THE WAIVER CONTAINED IN THIS CLAUSE (b) SHALL NOT APPLY TO THE EXTENT THAT THE PARTY AGAINST WHOM DAMAGES ARE SOUGHT HAS ENGAGED IN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

SECTION 10.18 MASTER CONSENT TO ASSIGNMENT. The Lenders hereby authorize the Administrative Agent to enter into the Master Consent to Assignment and each Lender agrees to be bound by all of the terms and provisions of the Master Consent to Assignment to the same extent as if it were a signatory thereto.

SECTION 10.19 ENTIRE AGREEMENT. This Agreement 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;
SIGNATURES BEGIN ON NEXT PAGE]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date 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/ RUBEN S. MARTIN
    -------------------------------------
    Ruben S. Martin, III
    President and Chief Executive Officer

MARTIN MIDSTREAM PARTNERS L.P.,
a Delaware limited partnership, as Guarantor

By: MARTIN MIDSTREAM GP LLC,
its General Partner

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

[THIS IS A SIGNATURE PAGE TO THE
MARTIN OPERATING PARTNERSHIP CREDIT AGREEMENT]

ROYAL BANK OF CANADA, as Administrative Agent and Collateral Agent

By: /s/ R.J. MCFARLANE
    -----------------------------------
    Name:  R.J. MCFARLANE
         ------------------------------
    Title:  Vice President
          -----------------------------

[THIS IS A SIGNATURE PAGE TO THE
MARTIN OPERATING PARTNERSHIP CREDIT AGREEMENT]

ROYAL BANK OF CANADA, as a Lender, as L/C Issuer, and as Swing Line Lender

By: /s/ LORNE GARTNER
    -----------------------------------
    Lorne Gartner
    Vice President

[THIS IS A SIGNATURE PAGE TO THE
MARTIN OPERATING PARTNERSHIP CREDIT AGREEMENT]

COMERICA BANK - TEXAS, as a Lender

By: /s/ PAUL L. STRANGE
    -----------------------------------
    Name: PAUL L. STRANGE
         ------------------------------
    Title: SVP
          -----------------------------

[THIS IS A SIGNATURE PAGE TO THE
MARTIN OPERATING PARTNERSHIP CREDIT AGREEMENT]

SOUTHWEST BANK OF TEXAS, N.A., as a Lender

By: /s/ STEPHEN A. KENNEDY
    -----------------------------------
    Name:  Stephen A. Kennedy
           ----------------------------
    Title: Senior Vice President
           ----------------------------

[THIS IS A SIGNATURE PAGE TO THE
MARTIN OPERATING PARTNERSHIP CREDIT AGREEMENT]

WHITNEY NATIONAL BANK, as a Lender

By: /s/ JAMES L. HACKER
    ---------------------------------
    Name: James L. Hacker
         ----------------------------
    Title: Senior Vice President
          --------------------------

[THIS IS A SIGNATURE PAGE TO THE
MARTIN OPERATING PARTNERSHIP CREDIT AGREEMENT]

HIBERNIA NATIONAL BANK, as a Lender

By: /s/ SPENCER GAGNET
    ---------------------------------------
    Name: Spencer Gagnet
          ---------------------------------
    Title: Senior Vice President
           --------------------------------

[THIS IS A SIGNATURE PAGE TO THE
MARTIN OPERATING PARTNERSHIP CREDIT AGREEMENT]

EXHIBIT 10.2

EXECUTION COPY

CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT

This Contribution, Conveyance and Assumption Agreement (this "Agreement") dated effective as of October 31, 2002, is entered into by and among Martin Resource Management Corporation, a Texas corporation ("MRMC"), Martin Resource LLC, a Delaware limited liability company ("Martin LLC"), Martin Midstream GP LLC, a Delaware limited liability company (the "GP"), Martin Midstream Partners L.P., a Delaware limited partnership (the "MLP"), Martin Operating GP LLC, a Delaware limited liability company (the "Operating GP"), Martin Operating Partnership L.P., a Delaware limited partnership (the "Operating Partnership"), Martin Gas Marine LLC, a Texas limited liability company ("Marine LLC"), Martin Resources, Inc., a Texas corporation ("Resources"), Martin L.P. Gas, Inc., a Texas corporation ("MLP Gas"), Martin Gas Sales LLC, a Texas limited liability company ("MGSLLC"), Martin Transport, Inc., a Texas corporation ("Transport"), CF Martin Sulphur Holding Corporation, a Nevada corporation ("CFM-SHC"), and Midstream Fuel Service LLC, an Alabama limited liability company ("Midstream LLC").

RECITALS

WHEREAS, prior to the date hereof, MRMC formed Martin LLC, as a wholly-owned direct subsidiary, which in turn formed the GP, and contributed $1,000 to it as a capital contribution in exchange for all of the membership interests in the GP;

WHEREAS, in turn Martin LLC and the GP formed the MLP, with the GP contributing $20 to it as a capital contribution in exchange for a 2% general partner interest and Martin LLC contributing $980 to it as a capital contribution in exchange for a 98% limited partner interest in the MLP;

WHEREAS, in turn Martin LLC formed the Operating GP, and contributed $1,000 to it as a capital contribution in exchange for all of the membership interests in the Operating GP;

WHEREAS, in turn Martin LLC and the Operating GP formed the Operating Partnership, with the Operating GP contributing $1.00 in exchange for a 0.1% general partner interest and Martin LLC contributing $999.0 in exchange for a 99.9% limited partner interest in the Operating Partnership;

WHEREAS, Martin Gas Sales, Inc., a Texas corporation, converted under Texas law into MGSLLC;

WHEREAS, Midstream Fuel Services, Inc., an Alabama corporation, converted under Alabama law into Midstream LLC;

WHEREAS, Martin Gas Marine, Inc., a Texas corporation, converted under Texas law into Marine LLC;

WHEREAS, each of the following transactions shall occur as of 12:01 A.M. Eastern Time on November 1, 2002, or on such other date prior to the day of the closing of the offering of Common Units of the MLP (the "Closing") as is mutually agreed upon by the parties hereto:

1. MRMC will contribute all of the outstanding membership interests in Marine LLC (the "Marine Interest") and all of the outstanding common stock of Resources (the "Resources Common Stock") to Martin LLC as a capital contribution.

2. MGSLLC will contribute all of the outstanding common stock (the "MLP Gas Common Stock") of MLP Gas to the Operating Partnership in exchange for a 1.14% limited partner interest in the Operating Partnership;

3. Martin LLC will contribute the Marine Interest and the Resources Common Stock to the Operating Partnership in exchange for a 50.13% limited partner interest in the Operating Partnership;

4. The Operating Partnership will cause each of Resources and MLP Gas to merge with and into the Operating Partnership, with the Operating Partnership being the surviving entity.

5. MGSLLC will contribute to the Operating Partnership (i) certain LPG Assets, as set forth in the Bill of Sale described in Section 2.6 below, (ii) certain real property and assets associated with the Mt. Belview Railrack facility, (iii) all assets and property at MGSLLC's facility at 4118 Pendola Point Road, Tampa, Florida, including that certain Ground Lease Agreement between MGSI and the Tampa Port Authority, and (iv) certain real property and assets associated with the Stanolind Terminal, (all such assets set forth in this paragraph referred to collectively as, the "LPG Assets") in exchange for a 27.10% limited partner interest in the Operating Partnership;

6. Midstream LLC will contribute to the Operating Partnership those assets set forth in the Bill of Sale described in Section 2.7 below (collectively, the "Tenn-Tom Towing Assets") in exchange for a 14.30% limited partner interest in the Operating Partnership;

7. Marine LLC will transfer to the Operating Partnership (i) a 25.05% interest in CF Martin Sulphur L.L.C. and (ii) certain office equipment and vehicles (the "Marine Retained Equipment"), as more fully described in a Bill of Sale to be executed by Marine LLC in favor of the Operating Partnership (the "Marine Retained Equipment Bill of Sale"). All of the assets and properties described in this recital are collectively referred to herein as the "Marine Retained Assets";

8. The Operating Partnership will distribute to Martin LLC
(i)(A) the Marine Retained Assets, as more fully described in a Bill of Sale to be executed by the Operating Partnership in favor of Martin LLC (the "Retained Assets Bill of Sale"), and (ii)(A) a 50.00% limited partner interest in Continental Sulfur Company LLC, (B) the lease for the facility located

in Hondo, Texas, together with all of the improvements and assets located at such location, all as to be more fully described in an Assignment of Lease and Bill of Sale to be executed by the Operating Partnership in favor of Martin LLC (collectively, the "Hondo Conveyance Documents"), and (C) the real estate, improvements and assets comprising the facility located at Troy, Alabama, all as to be more fully described in a Special Warranty Deed and Bill of Sale to be executed by the Operating Partnership in favor of Martin LLC (collectively, the "Troy Conveyance Documents"). All of the assets and properties described in this recital are collectively referred to herein as the "Retained Assets";

WHEREAS, on October 30, 2002, or on such other date as is mutually agreed upon by the parties hereto, Transport shall sell the 7.3 shares of the Common Stock of CFM-SHC (the "Transport Owned Shares") held by Transport to MGSLLC in exchange for 40 shares of the Common Stock of MRMC;

WHEREAS, each of the following transactions shall occur as of 12:01 am Eastern Time on November 3, 2002, or on such other date as is mutually agreed upon by the parties hereto (the "Dissolution Effective Time"):

1. Marine LLC and MGSLLC shall cause CFM-SHC to dissolve under the laws of Nevada, and in such dissolution, CFM-SHC shall distribute its assets, including its 49.5% limited partner interest in CF Martin Sulphur L.P., on a pro rata basis to Marine LLC and MGSLLC;

2. MGSLLC shall contribute the interest in CF Martin Sulphur L.P. that it received upon the dissolution of CFM-SHC to the Operating Partnership in exchange for a 7.33% limited partner interest in the Operating Partnership;

WHEREAS, each of the following transactions shall occur as of 12:01 A.M. Eastern Time on the Closing (the "Closing Day Effective Time"):

1. MGSLLC will contribute its 35.57% limited partner interest in the Operating Partnership to the MLP in exchange for 1,543,797 subordinated units of the MLP representing limited partnership interests in the MLP ("Subordinated Units");

2. Midstream LLC will contribute its 14.30% limited partner interest in the Operating Partnership to the MLP in exchange for 620,644 Subordinated Units;

3. Martin LLC will contribute (i) a 2.00% limited partner interest in the Operating Partnership to the GP as a capital contribution, and
(ii) a 48.13% limited partner interest in the Operating Partnership and all of its interest in the Operating GP to the MLP in exchange for 2,088,921 Subordinated Units of the MLP;

4. The GP will contribute the 2.00% limited partner interest in the Operating Partnership it received from Martin LLC to the MLP in exchange for (a) a continuation of its 2.00% general partner interest in the MLP and (b) the issuance of incentive distribution rights to the GP;

5. The MLP will redeem the original 98% limited partner interest in the MLP held by Martin LLC for $980 in cash.

WHEREAS, following the Closing, the Operating Partnership will cause Marine LLC to merge with and into the Operating Partnership, with the Operating Partnership being the Surviving Entity.

NOW, THEREFORE, in consideration of their mutual undertakings and agreements hereunder, the parties to this Agreement undertake and agree as follows:

ARTICLE I
RECORDATION

SECTION 1.1 RECORDATION OF EVIDENCE OF OWNERSHIP OF ASSETS. In connection with the conveyances and mergers that are referred to in the recitals to this Agreement, the parties to this Agreement acknowledge that certain jurisdictions in which the assets of the applicable parties to such conveyances and mergers are located may require that documents be recorded by the entities resulting from such conveyances and mergers in order to evidence title to the assets owned by such entities. All such documents shall evidence such new ownership and are not intended to modify, and shall not modify, any of the terms, covenants and conditions herein set forth.

ARTICLE II
MERGERS, CONTRIBUTIONS AND DISTRIBUTIONS OF VARIOUS ASSETS

SECTION 2.1 CONTRIBUTION OF MARINE INTEREST AND RESOURCES COMMON STOCK BY MRMC TO MARTIN LLC. At the Contribution Effective Time, MRMC hereby grants, contributes, transfers, assigns and conveys to Martin LLC, its successors and assigns, all right, title and interest in and to (i) the Marine Interest and (ii) the Resources Common Stock as a capital contribution.

SECTION 2.2 CONTRIBUTION OF MLP GAS COMMON STOCK TO THE OPERATING PARTNERSHIP. At the Contribution Effective Time, MGSLLC hereby grants, contributes, transfers, assigns and conveys to the Operating Partnership, its successors and assigns, all right, title and interest in and to the MLP Gas Common Stock in exchange for a 1.14% limited partner interest in the Operating Partnership.

SECTION 2.3 CONTRIBUTION OF MARINE INTEREST AND RESOURCES
COMMON STOCK TO THE OPERATING PARTNERSHIP. At the Contribution Effective Time, Martin LLC hereby grants, contributes, transfers, assigns and conveys to the Operating Partnership, its successors and assigns, all right, title and interest in and to (i) the Marine Interest and (ii) the Resources Common Stock in exchange for a 50.13% limited partner interest in the Operating Partnership.

SECTION 2.4 MERGER OF RESOURCES INTO THE OPERATING PARTNERSHIP. Pursuant to the Agreement and Plan of Merger attached hereto as Exhibit A, at the Contribution Effective

Time, the Operating Partnership shall cause Resources to merge with and into the Operating Partnership, with the Operating Partnership being the surviving entity.

SECTION 2.5 MERGER OF MLP GAS INTO THE OPERATING PARTNERSHIP. Pursuant to the Agreement and Plan of Merger attached hereto as Exhibit B, at the Contribution Effective Time, the Operating Partnership shall cause MLP Gas to merge with and into the Operating Partnership, with the Operating Partnership being the surviving entity.

SECTION 2.6 CONTRIBUTION OF LPG ASSETS BY MGSLLC TO THE OPERATING PARTNERSHIP. At the Contribution Effective Time, MGSLLC hereby grants, contributes, transfers, assigns and conveys to the Operating Partnership, its successors and assigns, all right, title and interest in and to the LPG Assets, and the Operating Partnership hereby accepts the LPG Assets in exchange for a 27.10% limited partner interest in the Operating Partnership. In order to give full effect to the foregoing grant, contribution, transfer, assignment and conveyance, MGSLLC, as grantor, and the Operating Partnership, as grantee, shall execute a Bill of Sale in the form attached hereto as Exhibit C together with such other bills of sale, special warranty deeds, conveyances or other documents required to transfer the LPG Assets in the jurisdictions in which they are located.

SECTION 2.7 CONTRIBUTION OF TENN-TOM TOWING ASSETS BY
MIDSTREAM LLC TO THE OPERATING PARTNERSHIP. At the Contribution Effective Time, Midstream LLC hereby grants, contributes, transfers, assigns and conveys to the Operating Partnership, its successors and assigns, all right, title and interest in and to the Tenn-Tom Towing Assets, and the Operating Partnership hereby accepts the Tenn-Tom Towing Assets in exchange for a 14.30% limited partner interest in the Operating Partnership. In order to give full effect to the foregoing grant, contribution, transfer, assignment and conveyance, Midstream LLC, as grantor, and the Operating Partnership, as grantee, shall execute a Bill of Sale in the form attached hereto as Exhibit D together with any other bills of sale, conveyances or other documents required by the United States Department of Transportation or the United States Coast Guard to transfer the Tenn-Tom Towing Assets.

SECTION 2.8 DISTRIBUTION OF THE MARINE RETAINED ASSETS BY
MARINE LLC TO THE OPERATING PARTNERSHIP. At the Contribution Effective Time, Marine LLC hereby grants, distributes, transfers, assigns and conveys to the Operating Partnership, its successors and assigns, all right, title, and interest in and to the Marine Retained Assets. In order to give effect to the foregoing grant, distribution, transfer, assignment and conveyance, Marine LLC, as grantor, and the Operating Partnership, as grantee, shall execute (i) such assignment documents as are necessary to transfer the 25.050% interest in CF Martin Sulphur L.L.C. and (ii) the Marine Retained Equipment Bill of Sale, together with any other bills of sale, conveyances or other documents as are necessary to transfer the Marine Retained Assets to the Operating Partnership.

SECTION 2.9 DISTRIBUTION OF THE RETAINED ASSETS BY THE
OPERATING PARTNERSHIP TO MARTIN LLC. At the Contribution Effective Time, the Operating Partnership hereby grants, distributes, transfers, assigns and conveys to Martin LLC, its successors and assigns, all right, title, and interest in and to the Retained Assets. In order to give full effect to the foregoing grant, distribution, transfer, assignment and conveyance, the Operating

Partnership, as grantor, and Martin LLC, as grantee, shall execute (i) such assignment documents as are necessary to transfer the 25.050% interest in CF Martin Sulphur L.L.C., (ii) the Retained Assets Bill of Sale, (iii) the Hondo Conveyance Documents, and (iv) the Troy Conveyance Documents, together with any other bills of sale, conveyances or other documents as are necessary to transfer the Retained Assets.

SECTION 2.10 PURCHASE OF TRANSPORT OWNED SHARES BY MGSLLC FROM TRANSPORT. On October 30, 2002, or such other date as is mutually agreed upon by the parties hereto, Transport hereby grants, contributes, transfers, assigns and conveys to MGSLLC, its successors and assigns, all right, title and interest in an to the Transport Owned Shares in exchange for 40 shares of the Common Stock of MRMC.

SECTION 2.11 DISSOLUTION AND LIQUIDATION OF CFM-SHC. At the Dissolution Effective Time, CFM-SHC shall liquidate, and hereby grants, distributes, transfers, assigns and conveys to each of Marine LLC and MGSLLC, their successors and assigns, on a pro-rata basis in accordance with the percentage ownership that each of Marine LLC and MGSLLC hold in CFM-SHC, all right, title and interest in and to all assets held by CFM-SHC, including its 49.5% limited partner interest in CF Martin Sulphur L.P.

SECTION 2.12 CONTRIBUTION OF CF MARTIN SULPHUR L.P. LIMITED PARTNER INTEREST BY MGSLLC TO THE OPERATING PARTNERSHIP. At the Dissolution Effective Time, MGSLLC hereby grants, contributes, transfers, assigns and conveys to the Operating Partnership, its successors and assigns, all right, title and interest in an to the limited partner interest in CF Martin Sulphur L.P. that it received pursuant to Section 2.11 in exchange for a 7.33% limited partner interest in the Operating Partnership.

SECTION 2.13 CONTRIBUTION OF OPERATING PARTNERSHIP INTEREST BY MGSLLC TO THE MLP. At the Closing Day Effective Time, MGSLLC hereby grants, contributes, transfers, assigns and conveys to the MLP, its successors and assigns, all right, title and interest of MGSLLC in and to all of its 35.57% limited partner interest in the Operating Partnership in exchange for 1,543,797 Subordinated Units of the MLP.

SECTION 2.14 CONTRIBUTION OF OPERATING PARTNERSHIP INTEREST BY MIDSTREAM LLC TO THE MLP. At the Closing Day Effective Time, Midstream LLC hereby grants, contributes, transfers, assigns and conveys to the MLP, its successors and assigns, all right, title and interest of Midstream LLC in and to its 14.30% limited partner interest in the Operating Partnership in exchange for 620,644 Subordinated Units of the MLP.

SECTION 2.15 CONTRIBUTION OF OPERATING PARTNERSHIP INTEREST BY MARTIN LLC TO THE GP. At the Closing Day Effective Time, Martin LLC hereby grants, contributes, transfers, assigns and conveys to the GP, its successors and assigns, all right, title and interest of Martin LLC in and to a 2.00% limited partner interest in the Operating Partnership as a contribution to the capital of the GP.

SECTION 2.16 CONTRIBUTION OF OPERATING PARTNERSHIP INTEREST BY THE GP TO THE MLP. At the Closing Day Effective Time, the GP hereby grants, contributes, transfers,

assigns and conveys to the MLP, its successors and assigns, all right, title and interest of the GP in and to the 2.00% limited partner interest in the Operating Partnership that it received from Martin LLC (following the transaction set forth in Section 2.15 above) in exchange for (a) a continuation of its 2% general partner interest in the MLP and (b) the issuance to it by the MLP of the incentive distribution rights under the First Amended and Restated Agreement of Limited Partnership of the MLP.

SECTION 2.17 CONTRIBUTION OF OPERATING PARTNERSHIP INTEREST AND THE OPERATING GP INTEREST BY MARTIN LLC TO THE MLP. At the Closing Day Effective Time, Martin LLC hereby grants, contributes, transfers, assigns and conveys to the MLP, its successors and assigns, all right, title and interest of Martin LLC in and to (a) all of the remaining 48.13% limited partner interest in the Operating Partnership held by Martin LLC and (b) the 100% membership interest in the Operating GP held by Martin LLC to the MLP in exchange for 2,088,921 Subordinated Units of the MLP.

SECTION 2.18 REDEMPTION OF MARTIN LLC'S LIMITED PARTNER INTEREST IN THE MLP. At the Closing Day Effective Time, the MLP hereby redeems from Martin LLC all of Martin LLC's original 98% limited partner interest in the MLP (exclusive of any Subordinated Units or other interests that Martin LLC has received pursuant to the terms of this Article II), and in exchange therefore, the MLP hereby pays to Martin LLC $980 in cash.

SECTION 2.19 MERGER OF MARINE LLC INTO THE OPERATING PARTNERSHIP. Pursuant to the Agreement and Plan of Merger attached hereto as Exhibit E, at the effective time set forth in such Agreement and Plan of Merger, the Operating Partnership shall cause Marine LLC to merge with and into the Operating Partnership, with the Operating Partnership being the surviving entity.

ARTICLE III
ASSUMPTION OF CERTAIN LIABILITIES

SECTION 3.1 ASSUMPTION OF LIABILITIES AND OBLIGATIONS BY THE OPERATING PARTNERSHIP AND THE MLP.

(a) In connection with the contribution of the Tenn-Tom Towing Assets by Midstream LLC and the LPG Assets by MGSLLC to the Operating Partnership, as well as all of the assets (other than the Retained Assets) acquired by the Operating Partnership in connection with the mergers of Marine LLC, Resources and MLP Gas into the Operating Partnership, the Operating Partnership hereby assumes and agrees to duly and timely pay, perform and discharge all obligations and liabilities incurred with respect to the Contributed Assets, that arise from and after the date of this Agreement, to the full extent that either Midstream LLC, MGSLLC, Marine LLC, Resources or MLP Gas would have been obligated to pay, perform and discharge such obligations and liabilities in the future, were it not for the execution and delivery of this Agreement; provided, however, that said assumption and agreement to duly and timely pay, perform and discharge such obligations and liabilities shall not increase the obligation of the Operating Partnership with respect to such obligations and liabilities beyond that of any

of Midstream as to the Tenn-Tom Towing Assets, MGSLLC as to the LPG Assets, or Marine LLC, Resources or MLP Gas as to the assets (other than the Retained Assets) acquired by the Operating Partnership in connection with such mergers, to the extent of such interest conveyed by any of Midstream LLC, MGSLLC, Marine LLC, Resources or MLP Gas. For purposes of this Agreement, the term "Contributed Assets" shall mean, collectively, the Tenn-Tom Towing Assets, the LPG Assets and all of the assets acquired by the Operating Partnership in connection with the mergers of Marine LLC, Resources and MLP Gas, but excluding the Retained Assets.

(b) In connection with the transfers of the Contributed Assets to the Operating Partnership, and the transfers of the Operating Partnership interests to the MLP, the Operating Partnership and the MLP will assume the existing debt as set forth on Schedule 3.1 attached hereto.

ARTICLE IV
TITLE MATTERS

SECTION 4.1 ENCUMBRANCES. The distributions of the Contributed Assets in connection with the mergers of Marine LLC, Resources and MLP Gas into the Operating Partnership, under this Agreement are made expressly subject to all recorded and unrecorded liens, encumbrances, agreements, defects, restrictions, adverse claim and all laws, rules, regulations, ordinances, judgments and orders of governmental authorities or tribunals having or asserting jurisdiction over the applicable Contributed Assets, and operations conducted in connection therewith, in each case to the extent the same are valid and enforceable and affect such Contributed Assets, including, without limitation, (a) all matters that a current visual inspection of such Contributed Assets would reflect, and (b) the liabilities assumed by the Operating Partnership with respect to such Contributed Assets.

SECTION 4.2 Disclaimer of Warranties; Subrogation; Waiver of Bulk Sales Laws.

(a) (i) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE MLP AND THE OPERATING PARTNERSHIP ACKNOWLEDGE AND AGREE THAT MRMC, MIDSTREAM LLC, MGSLLC, MARINE LLC, RESOURCES, AND MLP GAS HAVE NOT MADE, DO NOT MAKE, AND SPECIFICALLY NEGATE AND DISCLAIM, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT (ALL OF WHICH ARE EXPRESSLY DISCLAIMED BY MRMC, MIDSTREAM LLC, MGSLLC, MARINE LLC, RESOURCES AND MLP GAS), REGARDING (1) THE TITLE, VALUE, NATURE, QUALITY OR CONDITION OF THE CONTRIBUTED ASSETS, (2) THE INCOME TO BE DERIVED FROM THE CONTRIBUTED ASSETS, (3) THE SUITABILITY OF THE CONTRIBUTED ASSETS FOR ANY AND ALL ACTIVITIES AND USES WHICH THE MLP MAY CONDUCT THEREON, (4) THE COMPLIANCE OF OR BY THE CONTRIBUTED ASSETS, OR THEIR

OPERATIONS WITH ANY LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (5) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE CONTRIBUTED ASSETS.

(ii) THE MLP AND THE OPERATING PARTNERSHIP ACKNOWLEDGE AND AGREE THAT THEY HAVE HAD THE OPPORTUNITY TO INSPECT THE CONTRIBUTED ASSETS, AND THAT THEY ARE RELYING SOLELY ON THEIR OWN INVESTIGATION OF THE CONTRIBUTED ASSETS, AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY MRMC, MIDSTREAM LLC, MGSLLC, MARINE LLC, RESOURCES OR MLP GAS. MRMC, MIDSTREAM LLC, MGSLLC, MARINE LLC, RESOURCES AND MLP GAS ARE NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE CONTRIBUTED ASSETS, FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY.

(iii) THE MLP AND THE OPERATING PARTNERSHIP ACKNOWLEDGE THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE CONTRIBUTION OF THE CONTRIBUTED ASSETS, AS PROVIDED FOR HEREIN IS MADE ON AN "AS IS", "WHERE IS" BASIS WITH ALL FAULTS AND THE CONTRIBUTED ASSETS, ARE CONTRIBUTED OR DISTRIBUTED AND CONVEYED BY MIDSTREAM, MGSI, MARINE LLC, RESOURCES AND MLP GAS SUBJECT TO THE FOREGOING. THIS PARAGRAPH SHALL SURVIVE SUCH CONTRIBUTION OR DISTRIBUTION AND CONVEYANCE OR THE TERMINATION OF THIS AGREEMENT.

(iv) THE PROVISIONS OF THIS SECTION 4.2 HAVE BEEN NEGOTIATED BY MRMC, MIDSTREAM LLC, MGSLLC, MARINE LLC, RESOURCES, MLP GAS, THE MLP AND THE OPERATING PARTNERSHIP AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES OF MRMC, MIDSTREAM LLC, MGSLLC, MARINE LLC, RESOURCES AND MLP GAS, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE CONTRIBUTED ASSETS, THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE.

(b) The distributions and contributions of the Contributed Assets, made under this Agreement are made with full rights of substitution and subrogation of the Operating Partnership, and all persons claiming by, through and under the Operating Partnership, to the extent assignable, in and to all covenants and warranties by the predecessors-in-title of Midstream LLC, MGSLLC, Marine LLC, Resources and MLP Gas, and with full subrogation of all rights accruing under applicable statutes of limitation and all rights of action of warranty against all former owners of the Contributed Assets.

(c) Midstream LLC, MGSLLC, Marine LLC, Resources, MLP Gas, the MLP, the GP, the Operating Partnership and Operating GP agree that the disclaimers contained in this Section 4.2 are "conspicuous" disclaimers. Any covenants implied by statute or law by the use of the words "grant," "convey," "bargain," "sell," "assign," "transfer," "deliver," or "set over" or any of them or any other words used in this Agreement or any exhibits hereto are hereby expressly disclaimed, waived or negated.

(d) Each of the parties hereto hereby waives compliance with any applicable bulk sales law or any similar law in any applicable jurisdiction in respect of the transactions contemplated by this Agreement. "Laws" means any and all laws, statutes, ordinances, rules or regulations promulgated by a governmental authority, orders of a governmental authority, judicial decisions, decisions of arbitrators or determinations of any governmental authority or court.

ARTICLE V
FURTHER ASSURANCES

SECTION 5.1 FURTHER ASSURANCES. From time to time after the date hereof, and without any further consideration, Midstream LLC, MGSLLC, Martin LLC, the GP, the MLP, the Operating GP and the Operating Partnership shall execute, acknowledge and deliver all such additional deeds, assignments, bills of sale, conveyances, instruments, notices, releases, acquittances and other documents, and will do all such other acts and things, all in accordance with applicable law, as may be necessary or appropriate more fully and effectively to vest in the Operating Partnership and the MLP and their successors and assigns beneficial and record title to the Contributed Assets hereby contributed and assigned to the Operating Partnership or intended so to be and to more fully and effectively carry out the purposes and intent of this Agreement.

SECTION 5.2 OTHER ASSURANCES. From time to time after the date hereof, and without any further consideration, each of the parties to this Agreement shall execute, acknowledge and deliver all such additional instruments, notices and other documents, and will do all such other acts and things, all in accordance with applicable law, as may be necessary or appropriate to more fully and effectively carry out the purposes and intent of this Agreement.

ARTICLE VI
MISCELLANEOUS

SECTION 6.1 HEADINGS; REFERENCES; INTERPRETATION. All article and section headings in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any of the provisions hereof. The words "hereof," "herein" and "hereunder" and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole, including without limitation, all exhibits attached hereto, and not to any particular provision of this Agreement. All references herein to articles, sections, and exhibits shall, unless the context requires a different construction, be deemed to be references to the articles, sections and exhibits of this Agreement, respectively, and all such Exhibits attached hereto are hereby incorporated herein and made a part hereof for all purposes. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender,

shall include all other genders, and the singular shall include the plural and vice versa. The use herein of the word "including" following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as "without limitation," "but not limited to," or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter.

SECTION 6.2 SUCCESSORS AND ASSIGNS. The Agreement shall be binding upon and inure to the benefit of the parties signatory hereto and their respective successors and assigns.

SECTION 6.3 NO THIRD PARTY RIGHTS. The provisions of this Agreement are intended to bind the parties signatory hereto as to each other and are not intended to and do not create rights in any other person or confer upon any other person any benefits, rights or remedies and no person is or is intended to be a third party beneficiary of any of the provisions of this Agreement.

SECTION 6.4 COUNTERPARTS. This Agreement may be executed in any number of counterparts, all of which together shall constitute one agreement binding on the parties hereto.

SECTION 6.5 GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas applicable to contracts made and to be performed wholly within such state without giving effect to conflict of law principles thereof, except to the extent that it is mandatory that the law of some other jurisdiction, shall apply.

SECTION 6.6 SEVERABILITY. If any of the provisions of this Agreement are held by any court of competent jurisdiction to contravene, or to be invalid under, the laws of any political body having jurisdiction over the subject matter hereof, such contravention or invalidity shall not invalidate the entire Agreement. Instead, this Agreement shall be construed as if it did not contain the particular provision or provisions held to be invalid, and an equitable adjustment shall be made and necessary provision added so as to give effect to the intention of the parties as expressed in this Agreement at the time of execution of this Agreement.

SECTION 6.7 AMENDMENT OR MODIFICATION. This Agreement may be amended or modified from time to time only by the written agreement of all the parties hereto.

SECTION 6.8 INTEGRATION. This Agreement, together with that certain Omnibus Agreement dated of even date herewith, to be entered into by and among MRMC, certain of MRMC's subsidiaries, the MLP, the GP, the Operating Partnership and the Operating GP (the "Omnibus Agreement"), supersedes all previous understandings or agreements between the parties, whether oral or written, with respect to its subject matter. This document is an integrated agreement which contains the entire understanding of the parties. No understanding, representation, promise or agreement, whether oral or written, other than those contained in the Omnibus Agreement, is intended to be or shall be included in or form part of this Agreement

unless it is contained in a written amendment hereto executed by the parties hereto after the date of this Agreement.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the date first above written.

MARTIN RESOURCE MANAGEMENT CORPORATION

By: /s/ Robert D. Bondurant
    Robert D. Bondurant
    Chief Financial Officer

MARTIN MIDSTREAM GP LLC

By: /s/ Robert D. Bondurant
    Robert D. Bondurant
    Chief Financial Officer

MARTIN MIDSTREAM PARTNERS L.P.

By: MARTIN MIDSTREAM GP LLC

By: /s/ Robert D. Bondurant
    Robert D. Bondurant
    Chief Financial Officer

MARTIN GAS MARINE LLC

By: Martin Resource Management Corporation
As Sole Member

By: /s/ Robert D. Bondurant
    Robert D. Bondurant
    Chief Financial Officer

MARTIN RESOURCES, INC.

By: /s/ Robert D. Bondurant
    Robert D. Bondurant
    Chief Financial Officer

MARTIN GAS SALES LLC

By: Martin Resource Management Corporation
As Sole Member

By: /s/ Robert D. Bondurant
    Robert D. Bondurant
    Chief Financial Officer

MARTIN L.P. GAS, INC.

By: /s/ Robert D. Bondurant
    Robert D. Bondurant
    Chief Financial Officer

MARTIN TRANSPORT, INC.

By: /s/ Robert D. Bondurant
    Robert D. Bondurant
    Chief Financial Officer

MARTIN RESOURCE LLC

By: Martin Resource Management Corporation
As Sole Member

By: /s/ Robert D. Bondurant
    Robert D. Bondurant
    Chief Financial Officer

CF MARTIN SULPHUR HOLDING CORPORATION

By: /s/ Robert D. Bondurant
    Robert D. Bondurant
    Chief Financial Officer

MIDSTREAM FUEL SERVICE LLC

By: Martin Resource Management Corporation
As Sole Member

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

MARTIN OPERATING GP LLC

By: Martin Resource LLC
As Sole Member

By: Martin Resource Management Corporation
As Sole Member

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

MARTIN OPERATING PARTNERSHIP L.P.

By: Martin Operating GP LLC, its General
Partner

By: Martin Resource LLC,
As Sole Member

By: Martin Resource Management
Corporation
As Sole Member

By: /s/ Robert D. Bondurant
    Robert D. Bondurant
    Chief Financial Officer

EXHIBIT A

AGREEMENT AND PLAN OF MERGER

BETWEEN

MARTIN RESOURCES, INC.

AND

MARTIN OPERATING PARTNERSHIP L.P.

DATED AS OF NOVEMBER 1, 2002

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of November 1], 2002, but effective as of the Effective Time (as defined in Section 1.2), between Martin Resources, Inc., a Texas corporation ("Resources"), and Martin Operating Partnership L.P., a Delaware limited partnership (the "Partnership");

WITNESSETH:

WHEREAS, the Board of Directors of Resources has determined that it is in the best interests of Resources and its sole shareholder to effectuate a merger whereby Resources will be merged with and into the Partnership with the Partnership being the surviving entity (the "Merger");

WHEREAS, Martin Operating GP LLC, a Delaware limited liability company and the General Partner of the Partnership (the "General Partner"), has determined that it is in the best interests of the Partnership and its partners to effectuate the Merger;

WHEREAS, the Board of Directors of Resources and the sole member of the General Partner have each approved the Merger, upon the terms and subject to the conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the foregoing and of the covenants and agreements contained herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I
THE MERGER

Section 1.1 The Merger. Subject to the terms and conditions of this Agreement, and in accordance with the Texas Business Corporation Act (the "TBCA") and the Delaware Revised Uniform Limited Partnership Act (the "DRULPA"), at the Effective Time, Resources shall be merged with and into the Partnership in accordance with this Agreement, and the separate corporate existence of Resources shall thereupon cease. The Partnership shall continue as the surviving entity in the Merger (sometimes hereinafter referred to as the "Surviving Entity"), and all the properties, rights, privileges, powers and franchises of Resources shall vest in the Surviving Entity without any transfer or assignment having occurred, and all debts, liabilities and duties of Resources shall attach to the Surviving Entity, all in accordance with the TBCA and the DRULPA.

Section 1.2 Filing Certificate of Merger; Effective Time. As soon as practicable following the satisfaction or, to the extent permitted by applicable law, waiver of the conditions set forth in Article IV, if this Agreement shall not have been terminated prior thereto as provided in Section 5.1, Resources and the Partnership shall cause (i) articles of merger meeting the requirements of
Section 5.04 of the TBCA (the "Articles of Merger") and (ii) a certificate of

merger meeting the requirements of Section 17-211 of the DRULPA (together with the Articles of Merger, the "Merger Filings") to be properly executed and filed in accordance with each such section. The Merger shall become effective at the later of (1) the time of filing of the Merger Filings with the Secretaries of State of the States of Texas and Delaware and (2) at 12:01 Eastern time on November 1, 2002 (the "Effective Time").

ARTICLE II
SURVIVING ENTITY

Section 2.1 Name of Surviving Entity. The name of the Surviving Entity shall be "Martin Operating Partnership L.P."

Section 2.2 Certificate of Limited Partnership of Surviving Entity. The Certificate of Limited Partnership of the Partnership shall continue to be the Certificate of Limited Partnership of the Surviving Entity until amended as provided therein and under the DRULPA.

ARTICLE III
CANCELLATION OF COMMON STOCK

Section 3.1 Cancellation of Common Stock in the Merger. At the Effective Time, by virtue of the Merger and without any action on the part of Resources or the sole shareholder of Resources, (i) each issued and outstanding share of Common Stock shall be automatically cancelled, and (ii) each issued share, if any, held by Resources as a treasury share shall be cancelled without receipt of any consideration therefor.

ARTICLE IV
CONDITIONS PRECEDENT

The respective obligation of each party to effect the Merger is subject to the satisfaction or waiver of the following conditions:

(a) None of the parties hereto shall be subject to any decree, order or injunction of a court of competent jurisdiction, U.S. or foreign, which prohibits the consummation of the Merger.

(b) Other than the filing of the Merger Filings provided for under Article I, all material consents, appeals, authorizations of, or filings or registrations with and notices to any governmental or regulatory authority required of Resources and the Partnership or any of their subsidiaries to consummate the Merger and the other transactions contemplated hereby, shall have been made or obtained.

(c) Any consents required under instruments evidencing indebtedness and any consents required under any contracts to which Resources or any subsidiary of Resources is a party, shall have been obtained.

ARTICLE V
TERMINATION, AMENDMENT AND WAIVER

Section 5.1 Termination. This Agreement may be terminated at any time prior to the Effective Time by action of the Board of Directors of Resources or the General Partner.

Section 5.2 Effect of Termination. In the event of termination of this Agreement as provided in Section 5.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Resources or the Partnership.

Section 5.3 Amendment. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

Section 5.4 Waiver. At any time prior to the Effective Time, the parties may waive compliance by the other parties with any of the agreements contained in this Agreement, or may waive any of the conditions to consummation of the Merger contained in this Agreement. Any agreement on the part of a party to any such waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.

ARTICLE VI
GENERAL PROVISIONS

Section 6.1 Assignment; Binding Effect; Benefit. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Section 6.2 Entire Agreement. This Agreement and any documents delivered by the parties in connection herewith constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings among the parties with respect thereto. No addition to or modification of any provision of this Agreement shall be binding upon any party hereto unless made in writing and signed by all parties hereto.

Section 6.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its rules of conflict of laws.

Section 6.4 Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all

such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a number of copies hereof each signed by less than all, but together signed by all of the parties hereto.

Section 6.5 Headings. Headings of the Articles and Sections of this Agreement are for the convenience of the parties only and shall be given no substantive or interpretative effect whatsoever.

IN WITNESS WHEREOF, Resources and the Partnership have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first written above.

MARTIN RESOURCES, INC.

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

EXHIBIT B

AGREEMENT AND PLAN OF MERGER

BETWEEN

MARTIN L.P. GAS, INC.

AND

MARTIN OPERATING PARTNERSHIP L.P.

DATED AS OF NOVEMBER 1, 2002

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of November 1, 2002, but effective as of the Effective Time (as defined in Section 1.2), between Martin L.P. Gas, Inc., a Texas corporation ("MLPG"), and Martin Operating Partnership L.P., a Delaware limited partnership (the "Partnership");

WITNESSETH:

WHEREAS, the Board of Directors of MLPG has determined that it is in the best interests of MLPG and its sole shareholder to effectuate a merger whereby MLPG will be merged with and into the Partnership with the Partnership being the surviving entity (the "Merger");

WHEREAS, Martin Operating GP LLC, a Delaware limited liability company and the General Partner of the Partnership (the "General Partner"), has determined that it is in the best interests of the Partnership and its partners to effectuate the Merger;

WHEREAS, the Board of Directors of MLPG and the sole member of the General Partner have each approved the Merger, upon the terms and subject to the conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the foregoing and of the covenants and agreements contained herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I
THE MERGER

Section 1.1 The Merger. Subject to the terms and conditions of this Agreement, and in accordance with the Texas Business Corporation Act (the "TBCA") and the Delaware Revised Uniform Limited Partnership Act (the "DRULPA"), at the Effective Time, MLPG shall be merged with and into the Partnership in accordance with this Agreement, and the separate corporate existence of MLPG shall thereupon cease. The Partnership shall continue as the surviving entity in the Merger (sometimes hereinafter referred to as the "Surviving Entity"), and all the properties, rights, privileges, powers and franchises of MLPG shall vest in the Surviving Entity without any transfer or assignment having occurred, and all debts, liabilities and duties of MLPG shall attach to the Surviving Entity, all in accordance with the TBCA and the DRULPA.

Section 1.2 Filing Certificate of Merger; Effective Time. As soon as practicable following the satisfaction or, to the extent permitted by applicable law, waiver of the conditions set forth in Article IV, if this Agreement shall not have been terminated prior thereto as provided in Section 5.1, MLPG and the Partnership shall cause (i) articles of merger meeting the requirements of
Section 5.04 of the TBCA (the "Articles of Merger") and (ii) a certificate of merger meeting the requirements of Section 17-211 of the DRULPA (together with the Articles

of Merger, the "Merger Filings") to be properly executed and filed in accordance with each such section. The Merger shall become effective at the later of (1) the time of filing of the Merger Filings with the Secretaries of State of the States of Texas and Delaware and (2) at 12:01 a.m. Eastern time on November 1, 2002 (the "Effective Time").

ARTICLE II
SURVIVING ENTITY

Section 2.1 Name of Surviving Entity. The name of the Surviving Entity shall be "Martin Operating Partnership L.P."

Section 2.2 Certificate of Limited Partnership of Surviving Entity. The Certificate of Limited Partnership of the Partnership shall continue to be the Certificate of Limited Partnership of the Surviving Entity until amended as provided therein and under the DRULPA.

ARTICLE III
CANCELLATION OF COMMON STOCK

Section 3.1 Cancellation of Common Stock in the Merger. At the Effective Time, by virtue of the Merger and without any action on the part of MLPG or the sole shareholder of MLPG, (i) each issued and outstanding share of Common Stock shall be automatically cancelled, and (ii) each issued share, if any, held by MLPG as a treasury share shall be cancelled without receipt of any consideration therefor.

ARTICLE IV
CONDITIONS PRECEDENT

The respective obligation of each party to effect the Merger is subject to the satisfaction or waiver of the following conditions:

(a) None of the parties hereto shall be subject to any decree, order or injunction of a court of competent jurisdiction, U.S. or foreign, which prohibits the consummation of the Merger.

(b) Other than the filing of the Merger Filings provided for under Article I, all material consents, appeals, authorizations of, or filings or registrations with and notices to any governmental or regulatory authority required of MLPG and the Partnership or any of their subsidiaries to consummate the Merger and the other transactions contemplated hereby, shall have been made or obtained.

(c) Any consents required under instruments evidencing indebtedness and any consents required under any contracts to which MLPG or any subsidiary of MLPG is a party, shall have been obtained.

ARTICLE V
TERMINATION, AMENDMENT AND WAIVER

Section 5.1 Termination. This Agreement may be terminated at any time prior to the Effective Time by action of the Board of Directors of MLPG or the General Partner.

Section 5.2 Effect of Termination. In the event of termination of this Agreement as provided in Section 5.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of MLPG or the Partnership.

Section 5.3 Amendment. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

Section 5.4 Waiver. At any time prior to the Effective Time, the parties may waive compliance by the other parties with any of the agreements contained in this Agreement, or may waive any of the conditions to consummation of the Merger contained in this Agreement. Any agreement on the part of a party to any such waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.

ARTICLE VI
GENERAL PROVISIONS

Section 6.1 Assignment; Binding Effect; Benefit. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Section 6.2 Entire Agreement. This Agreement and any documents delivered by the parties in connection herewith constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings among the parties with respect thereto. No addition to or modification of any provision of this Agreement shall be binding upon any party hereto unless made in writing and signed by all parties hereto.

Section 6.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its rules of conflict of laws.

Section 6.4 Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may

consist of a number of copies hereof each signed by less than all, but together signed by all of the parties hereto.

Section 6.5 Headings. Headings of the Articles and Sections of this Agreement are for the convenience of the parties only and shall be given no substantive or interpretative effect whatsoever.

IN WITNESS WHEREOF, MLPG and the Partnership have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first written above.

MARTIN L.P. GAS, INC.

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

EXHIBIT C

CONVEYANCE, ASSIGNMENT
AND BILL OF SALE

Recording Requested by and When Recorded Return to: Baker Botts L.L.P., 2001 Ross Avenue, Dallas, Texas 75201, Attn: Chad D. Burkhardt.

CONVEYANCE, ASSIGNMENT AND BILL OF SALE

This Conveyance, Assignment and Bill of Sale (this "Conveyance"), effective as of 12:01 A.M. Eastern Time on November 1, 2002 (the "Effective Date"), is from MARTIN GAS SALES LLC, a Texas limited liability company (herein called "Grantor"), and in favor of MARTIN OPERATING PARTNERSHIP L.P., whose mailing address is 4200 Stone Road, Kilgore Texas 75662 (herein called "Grantee").

ARTICLE I
GRANTING AND HABENDUM CLAUSES

1.1 GRANTING AND HABENDUM CLAUSES. For good and valuable consideration, the receipt and sufficiency of which Grantee hereby acknowledges, Grantor hereby contributes, conveys, assigns, transfers, delivers, and sets over unto Grantee, its successors and assigns, all right, title, interests and estate of Grantor in and to the following described property, to-wit:

ALL OF THE ASSETS SET FORTH ON SCHEDULE A ATTACHED HERETO

The property described in this Section 1.1 shall be referred to herein collectively as the "Subject Property".

TO HAVE AND TO HOLD the Subject Property, subject to the terms and conditions hereof, unto Grantee, its successors and assigns, forever.

ARTICLE II
ENCUMBRANCES AND WARRANTY DISCLAIMERS

2.1 PERMITTED ENCUMBRANCES. This Conveyance is made and accepted expressly subject to (a) all liens, charges, encumbrances, contracts, agreements, instruments, obligations, defects, restrictions, security interests, options or preferential rights to purchase, adverse claims, reservations, exceptions, easements, rights-of-way, conditions, leases, other matters affecting the Subject Property or to which it is subject; and (b) to all matters that a current on the ground survey or visual inspection would reflect.

2.2 CONTRIBUTION AGREEMENT. This Conveyance is expressly made subject to the terms and conditions of that certain Contribution, Conveyance and Assumption Agreement dated as of October __, 2002, among Grantor, Grantee and the other parties thereto (the "Contribution Agreement"). All capitalized terms used herein shall have the meanings given to such terms in the Contribution Agreement, unless otherwise defined herein. Nothing contained in this

Conveyance shall in any way affect the provisions set forth in the Contribution Agreement nor shall this Conveyance expand or contract any rights or remedies under the Contribution Agreement. This Conveyance is intended only to effect the transfer of the Subject Property to Grantee as provided for in the Contribution Agreement and shall be governed entirely in accordance with the terms and conditions of the Contribution Agreement. In the event of a conflict between the terms of this Conveyance and the terms of the Contribution Agreement, the terms of the Contribution Agreement shall prevail.

2.3 DISCLAIMER OF WARRANTIES; SUBROGATION. Except as expressly provided herein or in the Contribution Agreement, this Conveyance is made, and is accepted by Grantee, without warranty of title, express, implied or statutory, and without recourse, but with full substitution and subrogation of Grantee, and all persons claiming by, through, and under Grantee, to the extent assignable, in and to all covenants and warranties by the predecessors in title of Grantor and with full subrogation of all rights accruing under applicable statutes of limitation or prescription and all rights of action of warranty against all former owners of the Subject Property. Except as expressly provided herein or in the Contribution Agreement, any covenants implied by statute or by the use of the words "convey", "sell", "assign", "transfer", "deliver", or "set over" or any of them or any other words used in this Conveyance, are hereby expressly disclaimed, waived and negated.

ARTICLE III
MISCELLANEOUS

3.1 FURTHER ASSURANCES. Grantor and Grantee agree to take all such further actions and to execute, acknowledge and deliver all such further documents that are necessary or useful in carrying out the purposes of this Conveyance. So long as authorized by applicable law so to do, Grantor agrees to execute, acknowledge and deliver to Grantee all such other additional instruments, notices, affidavits, deeds, conveyances, assignments and other documents and to do all such other and further acts and things as may be necessary or useful to more fully and effectively grant, bargain, assign, convey, transfer and deliver to Grantee the Subject Property conveyed hereby or intended so to be conveyed.

3.2 SUCCESSORS AND ASSIGNS; NO THIRD PARTY BENEFICIARY. This Conveyance shall be binding upon, and shall and inure to the benefit of, Grantor and Grantee and their successors and assigns. The provisions of this Conveyance are not intended to and do not create rights in any other person or entity or confer upon any other person or entity any benefits, rights or remedies and no person or entity is or is intended to be a third party beneficiary of any of the provisions of this Conveyance.

3.3 GOVERNING LAW. This Conveyance and the legal relations between the parties shall be governed by, and construed in accordance with, the laws of the State of Texas, excluding any conflict of law rule which would refer any issue to the laws of another jurisdiction, except when it is mandatory that the law of the jurisdiction wherein the Subject Property is located shall apply.

3.4 HEADINGS; REFERENCES; DEFINED TERMS. All Section headings in this Conveyance are for convenience only and shall not be deemed to control or affect the meaning or construction of any of the provisions hereof. The words "hereof", "herein" and "hereunder" and words of similar import, when used in this Conveyance, shall refer to this Conveyance as a whole, including, without limitation, all Schedules and Exhibits attached hereto, and not to any particular provision of this Conveyance.

3.5 COUNTERPARTS. This Conveyance may be executed in any number of counterparts, all of which together shall constitute one agreement binding on the parties hereto.

3.6 SEVERABILITY. If any of the provisions of this Conveyance are held by any court of competent jurisdiction to contravene, or to be invalid under, the laws of any political body having jurisdiction over the subject matter hereof, such contravention or invalidity shall not invalidate the entire agreement. Instead, this Conveyance shall be construed as if it did not contain the particular provision or provisions held to be invalid and an equitable adjustment shall be made and necessary provision added so as to give effect to the intention of the parties as expressed in this Conveyance at the time of execution of this Conveyance.

IN WITNESS WHEREOF, this Conveyance has been duly executed by the parties hereto on the dates of the acknowledgments set forth below, to be effective, however, as of the Effective Date.

GRANTOR:

MARTIN GAS SALES LLC,

By: Martin Resource LLC,
Its sole member

By: Martin Resource Management
Corporation,
Its sole member

GRANTEE

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

THE STATE OF TEXAS                  )
                                    )
COUNTY OF _________                 )

This instrument was acknowledged before me on the ____ day of ___________, 2002, by ______________, ______________ of [.], on behalf of and in
[HIS/HER] capacity as __________ of [.].

THE STATE OF TEXAS                  )
                                    )
COUNTY OF _________                 )

This instrument was acknowledged before me on the ____ day of ___________, 2002, by ______________, ______________ of [.], on behalf of and in
[HIS/HER] capacity as __________ of [.].

My Commission Expires:

SCHEDULE A

EXHIBIT D

CONVEYANCE, ASSIGNMENT
AND BILL OF SALE

Recording Requested by and When Recorded Return to: Baker Botts L.L.P., 2001 Ross Avenue, Dallas, Texas 75201, Attn: Chad D. Burkhardt.

CONVEYANCE, ASSIGNMENT AND BILL OF SALE

This Conveyance, Assignment and Bill of Sale (this "Conveyance"), effective as of 12:01 A.M. Eastern Time on November 1, 2002 (the "Effective Date"), is from MIDSTREAM FUEL SERVICE LLC, an Alabama limited liability company (herein called "Grantor"), and in favor of MARTIN OPERATING PARTNERSHIP L.P., whose mailing address is 4200 Stone Road, Kilgore Texas 75662 (herein called "Grantee").

ARTICLE I
GRANTING AND HABENDUM CLAUSES

1.1 GRANTING AND HABENDUM CLAUSES. For good and valuable consideration, the receipt and sufficiency of which Grantee hereby acknowledges, Grantor hereby contributes, conveys, assigns, transfers, delivers, and sets over unto Grantee, its successors and assigns, all right, title, interests and estate of Grantor in and to the following described property, to-wit:

ALL OF THE ASSETS SET FORTH ON SCHEDULE A ATTACHED HERETO

The property described in this Section 1.1 shall be referred to herein collectively as the "Subject Property".

TO HAVE AND TO HOLD the Subject Property, subject to the terms and conditions hereof, unto Grantee, its successors and assigns, forever.

ARTICLE II
ENCUMBRANCES AND WARRANTY DISCLAIMERS

2.1 PERMITTED ENCUMBRANCES. This Conveyance is made and accepted expressly subject to (a) all liens, charges, encumbrances, contracts, agreements, instruments, obligations, defects, restrictions, security interests, options or preferential rights to purchase, adverse claims, reservations, exceptions, easements, rights-of-way, conditions, leases, other matters affecting the Subject Property or to which it is subject; and (b) to all matters that a current on the ground survey or visual inspection would reflect.

2.2 CONTRIBUTION AGREEMENT. This Conveyance is expressly made subject to the terms and conditions of that certain Contribution, Conveyance and Assumption Agreement dated as of October __, 2002, among Grantor, Grantee and the other parties thereto (the "Contribution Agreement"). All capitalized terms used herein shall have the meanings given to such terms in the Contribution Agreement, unless otherwise defined herein. Nothing contained in this

Conveyance shall in any way affect the provisions set forth in the Contribution Agreement nor shall this Conveyance expand or contract any rights or remedies under the Contribution Agreement. This Conveyance is intended only to effect the transfer of the Subject Property to Grantee as provided for in the Contribution Agreement and shall be governed entirely in accordance with the terms and conditions of the Contribution Agreement. In the event of a conflict between the terms of this Conveyance and the terms of the Contribution Agreement, the terms of the Contribution Agreement shall prevail.

2.3 DISCLAIMER OF WARRANTIES; SUBROGATION. Except as expressly provided herein or in the Contribution Agreement, this Conveyance is made, and is accepted by Grantee, without warranty of title, express, implied or statutory, and without recourse, but with full substitution and subrogation of Grantee, and all persons claiming by, through, and under Grantee, to the extent assignable, in and to all covenants and warranties by the predecessors in title of Grantor and with full subrogation of all rights accruing under applicable statutes of limitation or prescription and all rights of action of warranty against all former owners of the Subject Property. Except as expressly provided herein or in the Contribution Agreement, any covenants implied by statute or by the use of the words "convey", "sell", "assign", "transfer", "deliver", or "set over" or any of them or any other words used in this Conveyance, are hereby expressly disclaimed, waived and negated.

ARTICLE III
MISCELLANEOUS

3.1 FURTHER ASSURANCES. Grantor and Grantee agree to take all such further actions and to execute, acknowledge and deliver all such further documents, including all bills of sales and other instruments as are required by the United States Department of Transportation or the United States Coast Guard to transfer any of the Subject Assets, that are necessary or useful in carrying out the purposes of this Conveyance. So long as authorized by applicable law so to do, Grantor agrees to execute, acknowledge and deliver to Grantee all such other additional instruments, notices, affidavits, deeds, conveyances, assignments and other documents and to do all such other and further acts and things as may be necessary or useful to more fully and effectively grant, bargain, assign, convey, transfer and deliver to Grantee the Subject Property conveyed hereby or intended so to be conveyed.

3.2 SUCCESSORS AND ASSIGNS; NO THIRD PARTY BENEFICIARY. This Conveyance shall be binding upon, and shall and inure to the benefit of, Grantor and Grantee and their successors and assigns. The provisions of this Conveyance are not intended to and do not create rights in any other person or entity or confer upon any other person or entity any benefits, rights or remedies and no person or entity is or is intended to be a third party beneficiary of any of the provisions of this Conveyance.

3.3 GOVERNING LAW. This Conveyance and the legal relations between the parties shall be governed by, and construed in accordance with, the laws of the State of Texas, excluding any conflict of law rule which would refer any issue to the laws of another jurisdiction, except when it is mandatory that the law of the jurisdiction wherein the Subject Property is located shall apply.

3.4 HEADINGS; REFERENCES; DEFINED TERMS. All Section headings in this Conveyance are for convenience only and shall not be deemed to control or affect the meaning or construction of any of the provisions hereof. The words "hereof", "herein" and "hereunder" and words of similar import, when used in this Conveyance, shall refer to this Conveyance as a whole, including, without limitation, all Schedules and Exhibits attached hereto, and not to any particular provision of this Conveyance.

3.5 COUNTERPARTS. This Conveyance may be executed in any number of counterparts, all of which together shall constitute one agreement binding on the parties hereto.

3.6 SEVERABILITY. If any of the provisions of this Conveyance are held by any court of competent jurisdiction to contravene, or to be invalid under, the laws of any political body having jurisdiction over the subject matter hereof, such contravention or invalidity shall not invalidate the entire agreement. Instead, this Conveyance shall be construed as if it did not contain the particular provision or provisions held to be invalid and an equitable adjustment shall be made and necessary provision added so as to give effect to the intention of the parties as expressed in this Conveyance at the time of execution of this Conveyance.

IN WITNESS WHEREOF, this Conveyance has been duly executed by the parties hereto on the dates of the acknowledgments set forth below, to be effective, however, as of the Effective Date.

GRANTOR:

MARTIN MIDSTREAM LLC,

By: Martin Resource Management Corporation,
Its sole member

GRANTEE

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

THE STATE OF TEXAS                  )
                                    )
COUNTY OF _________                 )

This instrument was acknowledged before me on the ____ day of ___________, 2002, by ______________, ______________ of [.], on behalf of and in
[HIS/HER] capacity as __________ of [.].

THE STATE OF TEXAS                  )
                                    )
COUNTY OF _________                 )

This instrument was acknowledged before me on the ____ day of ___________, 2002, by ______________, ______________ of [.], on behalf of and in
[HIS/HER] capacity as __________ of [.].

My Commission Expires:

SCHEDULE A

EXHIBIT E

AGREEMENT AND PLAN OF MERGER

BETWEEN

MARTIN GAS MARINE LLC

AND

MARTIN OPERATING PARTNERSHIP L.P.

DATED AS OF NOVEMBER 1, 2002

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of November __, 2002, but effective as of the Effective Time (as defined in Section 1.2), between Martin Gas Marine LLC, a Texas limited liability company ("Marine"), and Martin Operating Partnership L.P., a Delaware limited partnership (the "Partnership");

WITNESSETH:

WHEREAS, the sole member of Marine has determined that it is in the best interests of Marine sole member to effectuate a merger whereby Marine will be merged with and into the Partnership with the Partnership being the surviving entity (the "Merger");

WHEREAS, Martin Operating GP LLC, a Delaware limited liability company and the General Partner of the Partnership (the "General Partner"), has determined that it is in the best interests of the Partnership and its partners to effectuate the Merger;

WHEREAS, the sole member of Marine and the sole member of the General Partner have each approved the Merger, upon the terms and subject to the conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the foregoing and of the covenants and agreements contained herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE VII
THE MERGER

Section 1.1 The Merger. Subject to the terms and conditions of this Agreement, and in accordance with the Texas Limited Liability Company Act (the "TLLCA") and the Delaware Revised Uniform Limited Partnership Act (the "DRULPA"), at the Effective Time, Marine shall be merged with and into the Partnership in accordance with this Agreement, and the separate corporate existence of Marine shall thereupon cease. The Partnership shall continue as the surviving entity in the Merger (sometimes hereinafter referred to as the "Surviving Entity"), and all the properties, rights, privileges, powers and franchises of Marine shall vest in the Surviving Entity without any transfer or assignment having occurred, and all debts, liabilities and duties of Marine shall attach to the Surviving Entity, all in accordance with the TBCA and the DRULPA.

Section 1.2 Filing Certificate of Merger; Effective Time. As soon as practicable following the satisfaction or, to the extent permitted by applicable law, waiver of the conditions set forth in Article IV, if this Agreement shall not have been terminated prior thereto as provided in Section 5.1, Marine and the Partnership shall cause (i) articles of merger meeting the requirements of the TLLCA (the "Articles of Merger") and (ii) a certificate of merger meeting the requirements of Section 17-211 of the DRULPA (together with the Articles of Merger, the "Merger Filings") to be properly executed and filed in accordance with each such section. The

Merger shall become effective at the later of (1) the time of filing of the Merger Filings with the Secretaries of State of the States of Texas and Delaware and (2) at 12:01 a.m. Eastern time on November __, 2002 (the "Effective Time").

ARTICLE II
SURVIVING ENTITY

Section 2.1 Name of Surviving Entity. The name of the Surviving Entity shall be "Martin Operating Partnership L.P."

Section 2.2 Certificate of Limited Partnership of Surviving Entity. The Certificate of Limited Partnership of the Partnership shall continue to be the Certificate of Limited Partnership of the Surviving Entity until amended as provided therein and under the DRULPA.

ARTICLE III
CANCELLATION OF COMMON STOCK

Section 3.1 Cancellation of Membership Interests in the Merger. At the Effective Time, by virtue of the Merger and without any action on the part of Marine or the sole member of Marine, all outstanding membership interests in Marine shall be automatically cancelled.

ARTICLE IV
CONDITIONS PRECEDENT

The respective obligation of each party to effect the Merger is subject to the satisfaction or waiver of the following conditions:

(a) None of the parties hereto shall be subject to any decree, order or injunction of a court of competent jurisdiction, U.S. or foreign, which prohibits the consummation of the Merger.

(b) Other than the filing of the Merger Filings provided for under Article I, all material consents, appeals, authorizations of, or filings or registrations with and notices to any governmental or regulatory authority required of Marine and the Partnership or any of their subsidiaries to consummate the Merger and the other transactions contemplated hereby, shall have been made or obtained.

(c) Any consents required under instruments evidencing indebtedness and any consents required under any contracts to which Marine or any subsidiary of Marine is a party, shall have been obtained.

ARTICLE V
TERMINATION, AMENDMENT AND WAIVER

Section 5.1 Termination. This Agreement may be terminated at any time prior to the Effective Time by action of the sole member of Marine or the General Partner.

Section 5.2 Effect of Termination. In the event of termination of this Agreement as provided in Section 5.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Marine or the Partnership.

Section 5.3 Amendment. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

Section 5.4 Waiver. At any time prior to the Effective Time, the parties may waive compliance by the other parties with any of the agreements contained in this Agreement, or may waive any of the conditions to consummation of the Merger contained in this Agreement. Any agreement on the part of a party to any such waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.

ARTICLE VI
GENERAL PROVISIONS

Section 6.1 Assignment; Binding Effect; Benefit. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Section 6.2 Entire Agreement. This Agreement and any documents delivered by the parties in connection herewith constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings among the parties with respect thereto. No addition to or modification of any provision of this Agreement shall be binding upon any party hereto unless made in writing and signed by all parties hereto.

Section 6.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its rules of conflict of laws.

Section 6.4 Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all

such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a number of copies hereof each signed by less than all, but together signed by all of the parties hereto.

Section 6.5 Headings. Headings of the Articles and Sections of this Agreement are for the convenience of the parties only and shall be given no substantive or interpretative effect whatsoever.

IN WITNESS WHEREOF, Marine and the Partnership have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first written above.

MARTIN GAS MARINE LLC

By: Martin Operating Partnership L.P.
Its Sole member

By: Martin Operating GP LLC
Its General Partner

By: Martin Midstream Partnership L.P.,
Its Sole Member

By: Martin Midstream GP LLC

MARTIN OPERATING PARTNERSHIP L.P.

By: Martin Operating GP LLC
Its General Partner

By: Martin Midstream Partnership L.P.,
Its Sole Member

By: Martin Midstream GP LLC

SCHEDULE 3.1

DESCRIPTION OF ASSUMED INDEBTEDNESS

1. $17,700,000 of the Indebtedness outstanding under that certain Amended and Restated Credit Agreement dated April 16, 2001, by and among Martin Resource Management Corporation ("Martin Resource"), certain subsidiaries of Martin Resource, the lenders from time to time party thereto and JP Morgan Chase Bank, as administrative agent for the lenders.

2. Term loan, in the original principal amount of $25,000,000, pursuant to that certain Credit Agreement dated April 16, 2001, by and among Martin Resource, certain subsidiaries of Martin Resource and General Electric Capital Corporation, for Itself and as Agent for Certain Participants.

3. Senior subordinated notes due December 15, 2006, in an aggregate principal amount of $30,000,000, issued by Martin Resource to J.P. Morgan Partners (SBIC), LLC pursuant to a Senior Subordinated Note Purchase Agreement dated as of December 16, 1998.

4. Promissory note by Martin Gas Marine, Inc. ("MGM") dated September 25, 1997 in favor of U.S. Bancorp Equipment Finance, Inc. (f/k/a U.S. Bancorp Leasing & Financial) ("U.S. Bancorp") in the original principal amount of $12,000,000.

5. Indebtedness of MGM under the (i) Amended and Restated Schedule No. 002 to Master Charter Agreement, dated December 30, 1997, between MGM and U.S. Bancorp, requiring 120 monthly payments, which currently are $20,849.93 and increase to $25,483.25 beginning with the 61st payment and (ii) Amended and Restated Schedule No. 003 to Master Charter Agreement, dated December 30, 1997, between MGM and U.S. Bancorp, requiring 120 monthly payments, which currently are $20,849.93 and increase to $25,483.25 beginning with the 61st payment.

EXHIBIT 10.3

EXECUTION COPY

OMNIBUS AGREEMENT

BETWEEN

MARTIN RESOURCE MANAGEMENT CORPORATION,

MARTIN MIDSTREAM GP LLC,

MARTIN MIDSTREAM PARTNERS L.P.

AND

MARTIN OPERATING PARTNERSHIP L.P.

OMNIBUS AGREEMENT

THIS OMNIBUS AGREEMENT is entered into as of November 1, 2002 by and among 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"). The above-named entities are sometimes referred to in this Agreement each as a "Party" and collectively as the "Parties."

RECITALS:

WHEREAS, MRMC and its Affiliates (as defined herein) formed the Partnership, the General Partner and the Operating Partnership for the purpose of conducting of the Business (as defined below);

WHEREAS, certain assets and services used by MRMC or its Affiliates in the conduct of the Business prior to the formation of the Partnership were not transferred to the Partnership;

WHEREAS, the Parties desire to ensure the continued effective operation of the Business, and the Parties recognize that the continued effective operation of the Business requires that MRMC provide certain management and employee services to the Business as set forth in this Agreement;

WHEREAS, the Parties desire to evidence their understanding, as more fully set out in this Agreement, with respect to those business opportunities that MRMC will not engage in for so long as the Partnership is an Affiliate of MRMC unless the Partnership has declined to engage in any such business opportunity for its own account and the procedures whereby such business opportunities are to be offered to the Partnership and accepted or declined;

WHEREAS, the Operating Partnership owns a 49.5% limited partner interest in CF Martin Sulphur, L.P., a Delaware limited partnership ("CF Martin") and the Parties desire to evidence their understanding, as more fully set out in this Agreement, regarding the exercise by MRMC of its rights in relation to the management and operation of CF Martin through MRMC's ownership of 50% of C.F. Martin Sulphur, L.L.C., a Delaware limited liability company and the general partner of CF Martin (the "CF Martin GP"); and

WHEREAS, the Parties desire to evidence other agreements and relationships, as more fully set out in this Agreement, with respect to the transfer of the Business to the Partnership and the Operating Partnership as well as the operation of the Business by the Partnership and the Operating Partnership.

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, the Parties hereto hereby agree as follows:

EXECUTION COPY

ARTICLE I
DEFINITIONS

DEFINITIONS. As used in this Agreement, the following terms shall have the respective meanings set forth below:

"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.

"Agreement" means this Omnibus Agreement, as it may be amended, modified, or supplemented from time to time in accordance with
Section 6.8 hereof.

"Allocated General and Administrative Expenses" means expenses associated with general and administrative services provided by MRMC and its Subsidiaries (other than the Partnership and its Subsidiaries), including, but not limited to, certain management, engineering, accounting, finance, information technology, insurance, human resource, administration of employee benefit plans and other shared corporate services, that are allocated to the Partnership by MRMC on the same basis as these types of expenses are allocated among MRMC and its Subsidiaries (other than the Partnership and its Subsidiaries).

"Assets" means the "Contributed Assets" as such term is defined in the Contribution Agreement.

"Business" means (i) providing marine transportation, terminalling, distribution and midstream logistical services for hydrocarbon products and by-products, and (ii) manufacturing and marketing fertilizers and related sulfur-based products.

"CF Martin" is defined in the Recitals to this Agreement.

"CF Martin GP" is defined in the Recitals to this Agreement.

"CF Martin GP Agreement" means the Limited Liability Company Agreement of CF Martin GP, dated November 22, 2000, as amended to date.

"CF Martin LP Agreement" means the Agreement of Limited Partnership of C.F. Martin, dated November 22, 2000, as amended to date.

"Closing Date" means the date of the closing of the Partnership's initial public offering of Common Units of the Partnership.

"Conflicts Committee" is defined in the Partnership Agreement.

EXECUTION COPY

"Consumer Price Index" means the "Consumer Price Index for Urban Wage Earners and Clerical Workers (1967 = 100)" specified for "All Item - United States" compiled by the Bureau of Labor Statistics for the United States.

"control" means the possession, directly or indirectly, 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.

"Contribution Agreement" means the Contribution, Conveyance and Assumption Agreement, dated October 31, 2002, by and among various MRMC Entities, the Partnership, the Operating Partnership, the General Partner and Martin Operating GP LLC, a Delaware limited liability company.

"Covered Environmental Losses" is defined in Section 3.1(a).

"Environmental Laws" means all federal, state, and local laws, statutes, rules, regulations, orders, and ordinances, now or hereafter in effect, relating to protection of human health and the environment including, without limitation, the federal Comprehensive Environmental Response, Compensation, and Liability Act, the Superfund Amendments Reauthorization Act, the Resource Conservation and Recovery Act, the Clean Air Act, the Federal Water Pollution Control Act, the Toxic Substances Control Act, the Oil Pollution Act, the Safe Drinking Water Act, the Hazardous Materials Transportation Act, and other environmental conservation and protection laws, each as amended from time to time.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"General Partner" is defined in the introduction to this Agreement.

"Hazardous Substance" means any substance that is designated, defined, or classified as a hazardous waste, hazardous material, pollutant, contaminant, or toxic or hazardous substance, or that is otherwise regulated under any Environmental Law, including, without limitation, any hazardous substance as defined under the Comprehensive Environmental Response, Compensation, and Liability Act.

"Indemnified Party" means the Partnership Entities or the MRMC Entities, as the case may be, in their capacity as the parties entitled to indemnification in accordance with Article III.

"Indemnifying Party" means either the Partnership Entities or the MRMC Entities, as the case may be, in its capacity as the parties from whom indemnification may be sought in accordance with Article III.

"Indirect Expenses Limit" is defined in Section 4.2(a).

"J.V. Management Rights" is defined in Section 6.2.

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"Losses" means any losses, damages, liabilities, claims, demands, causes of action, judgments, settlements, fines, penalties, costs, and expenses (including, without limitation, court costs and reasonable attorney's and expert's fees) of any and every kind or character.

"Martin Manager" is defined in the CF Martin GP Agreement.

"MRMC" is defined in the introduction to this Agreement.

"MRMC Entities" means MRMC and each of its Subsidiaries (other than the General Partner, the Partnership and any Subsidiary of the Partnership).

"Names and Marks" means the tradenames and logos attached hereto on Schedule 1.

"Offer" is defined in Section 2.3(b).

"Partnership" is defined in the introduction to this Agreement.

"Partnership Agreement" means the First Amended and Restated Agreement of Limited Partnership of the Martin Midstream Partners L.P., dated as of, and in the form on, the Closing Date. No amendment or modification to the Partnership Agreement subsequent to the Closing Date shall be given effect for the purposes of this Agreement unless consented to by each of the Parties to this Agreement.

"Partnership Entities" means the Partnership, the General Partner, and each Subsidiary of the Partnership.

"Party" and "Parties" is defined in the introduction to this Agreement.

"Pass-Through Environmental Losses" is defined in Section 3.1(b).

"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.

"Restricted Portion" is defined in Section 2.2(c)(iv).

"Retained Assets" means, collectively, (i) any assets and investments owned by any of the MRMC Group that were not conveyed, contributed or otherwise transferred to any of the Partnership Entities prior to or on the Closing Date, and (ii) the "Retained Assets" as such term is defined in the Contribution Agreement.

"Services" is defined in Section 4.1.

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"Subject Assets" is defined in Section 2.2(c).

"Subsidiary" means, with respect to any Person, (a) a corporation of which more than 50% of the Voting Power 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.

"Venture Interest" is defined in the CF Martin LP Agreement.

"Voting Stock" means securities of any class of a Person entitling the holders thereof to vote on a regular basis in the election of members of the board of directors or other governing body of such Person.

ARTICLE II
BUSINESS OPPORTUNITIES

2.1 RESTRICTED ACTIVITIES. For so long as MRMC controls the General Partner, or any subsequent general partner of the Partnership and except as permitted by Section 2.2, MRMC shall be prohibited from engaging in, directly or indirectly through an Affiliate, whether by acquisition, construction or otherwise, the Business.

2.2 PERMITTED EXCEPTIONS. Notwithstanding any provision of Section 2.1 to the contrary, MRMC and its Affiliates may engage in the following activities under the following circumstances:

(a) The ownership and/or operation of any of the Retained Assets (including replacements of and modifications or additions to the Retained Assets) and the conduct of the businesses operated by MRMC and its Affiliates on the Closing Date that were not transferred to the Partnership Entities and that are described on Schedule 2.2(a);

(b) The operation on behalf of a member of any Partnership Entity of any asset or group of assets owned by any Partnership Entity;

(c) The ownership and/or operation of any asset or group of related assets used in a Business that are acquired or constructed by MRMC or any of its Affiliates (other than any of the Partnership Entities) after the date of this Agreement (the "Subject Assets") if:

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(i) the fair market value of the Subject Assets (as determined in good faith by the Board of Directors of MRMC) is less than $5.0 million at the time of such acquisition by any of the MRMC Entities or completion of construction, as the case may be;

(ii) in the case of an acquisition of Subject Assets with a fair market value (as determined in good faith by the Board of Directors of MRMC) equal to or greater than $5.0 million at the time of such acquisition by MRMC, the Partnership has been offered the opportunity to purchase the Subject Assets within 90 days of such acquisition in accordance with Section 2.3(b) and the Partnership (with the concurrence of the Conflicts Committee) has elected not to purchase the Subject Assets;

(iii) in the case of the construction of Subject Assets with a fair market value (as determined in good faith by the Board of Directors of MRMC) equal to or greater than $5.0 million at the time of completion of construction, the Partnership has been offered the opportunity to purchase the Subject Assets in accordance with Section 2.3(b) and the Partnership (with the concurrence of the Conflicts Committee) has elected not to purchase the Subject Assets; or

(iv) in case of the acquisition or construction of any Subject Assets, a portion of which participate in a Business (the "Restricted Portion"), where the Restricted Portion has a fair market value (as determined in good faith by the Board of Directors of MRMC) that is (i) greater than $5.0 million and (ii) less than 20% of the aggregate value of the business or assets acquired or constructed (as determined in good faith by the Board of Directors of MRMC), the Partnership is offered the opportunity to purchase the Subject Assets related to the Restricted Portion in accordance with Section 2.3(b) and the Partnership (with the concurrence of the Conflicts Committee) has elected not to purchase such Subject Assets.

2.3 PROCEDURES.

(a) If any of the MRMC Entities becomes aware of an opportunity to purchase Subject Assets described in Section 2.2(c)(ii), then as soon as practicable, MRMC shall notify the General Partner of such opportunity and deliver to the General Partner all information prepared by or on behalf of MRMC relating to such potential purchase. As soon as practicable but in any event within 30 days after receipt of such notification and information, the General Partner, on behalf of the Partnership, shall notify MRMC that either (i) the General Partner, on behalf of the Partnership, has elected, with the approval of the Conflicts Committee, not to cause any of the Partnership Entities to pursue the opportunity to acquire such Subject Assets, or (ii) the General Partner, on behalf of the Partnership, has elected to cause any of the Partnership Entities to pursue the opportunity to acquire such Subject Assets. If, at any time, the General Partner abandons such opportunity with the approval of the Conflicts Committee (as evidenced in writing by the General Partner following the request of MRMC), MRMC may pursue such opportunity. Any Subject Assets that are permitted to be purchased by MRMC pursuant to this Section 2.3(a) must be so purchased (i) within 12 months of the time MRMC becomes able to pursue such opportunity in accordance with the provisions of this Section 2.3(a) and (ii) on terms

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not materially more favorable to MRMC than were offered to the Partnership. If either of these conditions are not satisfied, the opportunity must be reoffered to the Partnership in accordance with this Section 2.3(a).

(b) If any MRMC Entity constructs or acquires Subject Assets as described in Section 2.2(c)(iii) and (iv), then not later than 90 days after the consummation of the completion of construction or acquisition by any MRMC Entity of the Subject Assets, as the case may be, MRMC shall notify the General Partner in writing of such construction or acquisition and offer the Partnership Entities the opportunity to purchase the Subject Assets or, in the case of Subject Assets described in Section 2.2(c)(iv), the Subject Assets related to the Restricted Portion, in each case for their fair market value in accordance with this Section 2.3 (the "Offer"). The Offer shall set forth MRMC's proposed terms relating to the construction or purchase of such Subject Assets by any of the Partnership Entities. MRMC will provide all information concerning the business, operations and finances of such Subject Assets as may be reasonably requested by the General Partner. As soon as practicable, but in any event within 60 days after receipt of such written notification, the General Partner shall notify MRMC in writing that either (i) the General Partner has elected, with the approval of the Conflicts Committee, not to cause any of the Partnership Entities to purchase such Subject Assets, in which event MRMC shall be forever free to continue to own or operate such Subject Assets; provided, however, that any future acquisitions or opportunities related to such particular Subject Assets (except for expansions of existing facilities and except as provided in Section 2.2(c)(i)) shall be subject to the procedures set forth in this Section 2.3, or (ii) the General Partner has elected to cause any of the Partnership Entities to purchase such Subject Assets, in which event the procedures outlined in this Section 2.3 shall apply.

(c) After the receipt of such Offer by the General Partner, MRMC and the General Partner shall negotiate in good faith the terms on which such Subject Assets will be sold to a Partnership Entity. If MRMC and the General Partner (with the concurrence of the Conflicts Committee) are able to agree on the fair market value of the Subject Assets that are subject to the Offer and the other terms of the Offer within 60 days after receipt by the General Partner of the Offer, one or more of the Partnership Entities shall purchase such Subject Assets for the agreed upon fair market value as soon as commercially practicable after such agreement has been reached.

(d) If MRMC and the General Partner are unable to agree on the fair market value of the Subject Assets that are subject to the Offer or the other terms of the Offer within 60 days after receipt by the General Partner of the Offer, MRMC and the General Partner will engage a mutually agreed upon, nationally recognized investment banking firm to determine the fair market value of such Subject Assets. Such investment banking firm will determine the fair market value of such Subject Assets within 30 days of its engagement and furnish MRMC and the General Partner its determination. The fees and expenses of the investment banking firm will be split equally between MRMC and the Partnership Entities. Once the investment banking firm has submitted its determination of the fair market value of the Subject Assets, the General Partner will have the right, but not the obligation, subject to the approval of the Conflicts Committee, to cause one or more of the Partnership Entities to purchase such Subject Assets pursuant to the Offer as modified by the determination of the investment banking firm. If the General Partner elects to cause one or more of the Partnership Entities to purchase such Subject

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Assets, then such Partnership Entities shall purchase such Subject Assets pursuant to the Offer as modified by the determination of the investment banking firm as soon as commercially practicable after such determination. If the General Partner elects not to cause any of the Partnership Entities to purchase such Subject Assets, MRMC shall be forever free to continue to own or operate such Subject Assets; provided, however, that any future acquisitions or opportunities related to such Subject Assets (except for expansions of existing facilities and except as provided in Section 2.2(c)(i)) shall be subject to the procedures set forth in this Section 2.3.

2.4 SCOPE OF PROHIBITION. Except as provided in this Article II and the Partnership Agreement, each of MRMC and its Affiliates shall be free to engage in any business activity whatsoever, including those that may be in direct competition with any Partnership Entity.

2.5 ENFORCEMENT. MRMC agrees and acknowledges that the Partnership Entities do not have an adequate remedy at law for the breach by MRMC of the covenants and agreements set forth in this Article II, and that any breach by MRMC of the covenants and agreements set forth in Article II would result in irreparable injury to the Partnership Entities. MRMC further agree and acknowledge that any member of the Partnership Entities may, in addition to the other remedies which may be available to the Partnership Entities, file a suit in equity to enjoin MRMC from such breach, and consent to the issuance of injunctive relief under this Agreement.

ARTICLE III
INDEMNIFICATION

3.1 ENVIRONMENTAL INDEMNIFICATION.

(a) Subject to the limitations contained in this Section 3.1(a), MRMC shall indemnify, defend and hold harmless each of the Partnership Entities from and against environmental and toxic tort Losses suffered or incurred by any of the Partnership Entities by reason of or arising out of:

(i) any violation or correction of violation of Environmental Laws associated with the Assets or the Retained Assets, or

(ii) any event or condition associated with the ownership or operation of the Assets or the Retained Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the Retained Assets or the disposal or release of Hazardous Substances generated by operation of the Assets or the Retained Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work;

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but only to the extent that such violation complained of under Section 3.1(a)(i) or such events or conditions included under Section 3.1(a)(ii) occurred before the Closing Date and only to the extent that a written notice of such violation, event or condition is given to MRMC by the Partnership within five years following the Closing Date (collectively, "Covered Environmental Losses"). In no event shall the aggregate liability of MRMC pursuant to this Section 3.1(a) exceed $7,500,000.

(b) MRMC shall indemnify, defend and hold harmless any of the Partnership Entities from and against any Losses suffered or incurred by any of the Partnership Entities to the extent that MRMC is entitled to and receives indemnification, is defended or held harmless against any such Losses from any third-party pursuant to any agreement between any third-party and MRMC (collectively, "Pass-Through Environmental Losses"). In furtherance of such agreement, MRMC agrees to use its best commercially reasonable efforts to pursue, for the benefit of the Partnership Entities, any such indemnification with respect to which it might be entitled if requested by the Partnership; provided that, the Partnership shall reimburse MRMC for all costs and expenses incurred in connection with pursuing such indemnity on behalf of the Partnership.

(c) The Partnership shall indemnify, defend and hold harmless MRMC from and against Losses suffered or incurred by any of the MRMC Entities by reason of or arising out of:

(i) any violation or correction of violation of Environmental Laws associated with the Assets, or

(ii) any event or condition associated with ownership or operation of the Assets (including, but not limited to, the presence of Hazardous Substances on, under, about or migrating to or from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at non-Asset locations) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (C) the cost and expense for any environmental or toxic tort pre-trial, trial, or appellate legal or litigation support work;

and regardless of whether such violation complained of under Section 3.1(c)(i) or such events or conditions included under Section 3.1(c)(ii) occurred before or after the Closing Date, except to the extent that any of the foregoing are Covered Environmental Losses or Pass-Through Environmental Losses for which the Partnership Entities are entitled to indemnification from MRMC under this Article III.

3.2 Additional Indemnification

(a) In addition to and not in limitation of the indemnification provided under Sections 3.1(a), 3.1(b) and 5.5, MRMC shall indemnify, defend, and hold harmless the

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Partnership Entities from and against any Losses suffered or incurred by the Partnership Entities by reason of or arising out of:

(i) any events and conditions associated with the ownership or operation of the Retained Assets, whether occurring before or after the Closing Date,

(ii) the failure of the Partnership Entities to be the owner of such valid leasehold interests or fee ownership interests in and to the Assets as are necessary to enable the Partnership Entities to continue to own and operate the Assets and the Business in the same manner that the Assets and the Business were owned and operated by the MRMC Entities during the one-year period immediately prior to the Closing date to the extent that MRMC is notified of any of the foregoing within four years after the Closing Date,

(iii) the failure of the Partnership Entities to have any consent or permit necessary to allow the Partnership Entities to own or operate the Assets and the Business in the same manner that the Assets and the Business were owned and operated by the MRMC Entities during the one-year period immediately prior to the Closing date to the extent that MRMC is notified of any of the foregoing within three years after the Closing Date,

(iv) the currently pending legal actions against MRMC set forth on Schedule 3.2 hereto, and

(v) all federal, state and local income tax liabilities attributable to the operation of the Assets prior to the Closing Date, including any such income tax liabilities of MRMC that may result from the consummation of the transactions contemplated by the Contribution Agreement.

(b) In addition to and not in limitation of the indemnification provided under Sections 3.1(c) and 5.5, or under the Partnership Agreement, the Partnership shall indemnify, defend, and hold harmless the MRMC Entities from and against any Losses suffered or incurred by any of the MRMC Entities by reason of or arising out of events and conditions associated with:

(i) the operation of the Assets and the Business, and

(ii) the performance of the Services by MRMC and/or its employees pursuant to this Agreement (provided that MRMC is not in breach of this Agreement),

in each case occurring on or after the Closing Date (other than Covered Environmental Losses which are provided for under Section 3.1), unless in any such case such indemnification would not be permitted under Section 7.7 of the Partnership Agreement.

3.3 INDEMNIFICATION PROCEDURES.

(a) The Indemnified Party agrees that within a reasonable period of time after it becomes aware of facts giving rise to a claim for indemnification under this Article III, it will

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provide notice thereof in writing to the Indemnifying Party, specifying the nature of and specific basis for such claim.

(b) The Indemnifying Party shall have the right to control all aspects of the defense of (and any counterclaims with respect to) any claims brought against the Indemnified Party that are covered by the indemnification under this Article III, including, without limitation, the selection of counsel, determination of whether to appeal any decision of any court and the settling of any such matter or any issues relating thereto; provided however, that no such settlement shall be entered into without the consent of the Indemnified Party unless it includes a full release of the Indemnified Party from such matter or issues, as the case may be.

(c) The Indemnified Party agrees to cooperate fully with the Indemnifying Party, with respect to all aspects of the defense of any claims covered by the indemnification under this Article III, including, without limitation, the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that the Indemnified Party may receive, permitting the name of the Indemnified Party to be utilized in connection with such defense, the making available to the Indemnifying Party of any files, records or other information of the Indemnified Party that the Indemnifying Party considers relevant to such defense and the making available to the Indemnifying Party of any employees of the Indemnified Party; provided however, that in connection therewith the Indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party. In no event shall the obligation of the Indemnified Party to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Article III; provided however, that the Indemnified Party may, at its own option, cost and expense, hire and pay for counsel in connection with any such defense. The Indemnifying Party agrees to keep any such counsel hired by the Indemnified Party reasonably informed as to the status of any such defense, but the Indemnifying Party shall have the right to retain sole control over such defense.

(d) In determining the amount of any Losses for which the Indemnified Party is entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized or to be realized by the Indemnified Party, and such correlative insurance benefit shall be net of any incremental insurance premium that becomes due and payable by the Indemnified Party as a result of such claim and (ii) all amounts recovered or recoverable by the Indemnified Party under contractual indemnities from third parties.

ARTICLE IV
SERVICES AND RELATED PARTY TRANSACTIONS

4.1 SERVICES. During the term of this Agreement, MRMC agrees to provide (either directly or through its Subsidiaries) on behalf of the General Partner in accordance with Article VII of the Partnership Agreement, the employees or independent contractors, corporate staff, support services and administrative services necessary to operate the Business (the "Services"). MRMC shall perform the Services in a manner that is substantially identical in nature and quality to the services performed by MRMC for the Business during the one-year period immediately

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prior to the Closing Date. The General Partner and the Partnership agree that MRMC shall be reimbursed for all costs and expenses incurred in connection with the performance of the Services as if it were the General Partner in accordance with Section 7.4(b) and 7.6(c) of the Partnership Agreement, subject to the limitations set forth in Section 4.2 of this Agreement.

4.2 GENERAL AND ADMINISTRATIVE REIMBURSEMENT.

(a) Except as provided in Section 4.2(b) below, the amount for which MRMC shall be entitled to reimbursement from the Partnership pursuant to the last sentence of Section 4.1 for Allocated General and Administrative Expenses shall not exceed $1.0 million in the aggregate in the first year following the date of this Agreement (the "Indirect Expenses Limit). Thereafter, the Indirect Expenses Limit shall be increased annually by no more than the percentage increase in the Consumer Price Index for the applicable year. Additionally, MRMC and the General Partner may agree, with the consent of the Conflicts Committee, to further increases to the Indirect Expenses Limit in order to account for adjustments in the nature of the Services as the result of acquisitions by the Partnership or other expansions of the Business.

(b) Notwithstanding Section 4.2(a), the Indirect Expenses Limit will not apply to (i) the cost of any third party legal, accounting or advisory services received, or the direct expenses of MRMC incurred in connection with acquisition or business development opportunities evaluated on behalf of the Partnership; or (ii) expenses directly attributable to the operation of the Partnership, its assets or the Business.

4.3 DESIGNATION OF AGENTS. In connection with the provision of the Services by the employees of MRMC, the General Partner, on behalf of the Partnership, hereby appoints and empowers MRMC and each current and future employee of MRMC who is fulfilling a job function for the Partnership in connection with the conduct by the Partnership of its business in the ordinary course, as agent of the Partnership with full power and authority to execute and deliver on behalf of the Partnership, any documents, contracts, governmental filings or other instruments commensurate with, but limited to, such job function. The power and authority granted pursuant to this Section 4.3 to a person described in the preceding sentence will be valid only for so long as such person is employed by MRMC.

4.4 RIGHT TO OPERATE. MRMC shall have the right, but not the obligation, to act as operator of the Partnership's facilities to the same extent it acted as operator of such facilities prior to the effective date of this Agreement for so long as MRMC has responsibilities associated with such facilities.

4.5 RELATED PARTY TRANSACTIONS. Each of MRMC, the General Partner, the Partnership and the Operating Partnership agree that the execution or material amendment of any "significant Martin agreement" (as such term is defined below) must be approved by the Conflicts Committee. The term "significant Martin agreement" means any agreement between the General Partner, the Partnership or the Operating Partnership, on the one hand, and any Martin Entity, on the other hand, that requires aggregate annual payments to or from any Martin Entity or Martin Entities in excess of the Indirect Expense Limit.

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ARTICLE V
USE OF THE NAMES AND MARKS

5.1 GRANT OF LICENSE. MRMC hereby grants to the Partnership and the Partnership hereby accepts, a nontransferable, nonexclusive royalty-free right and license to use the Names and Marks in connection with the Business during the term of this Agreement.

5.2 USE. All use of and reference to the Names and Marks by the Partnership shall be generally approved by MRMC prior to such use or reference, and all such use and reference shall conform with such instructions and quality standards as MRMC from time to time may issue. MRMC shall have 30 days from the submission of approval to approve or disapprove of the use or reference. Failure on the part of MRMC to act within such 30-day period shall be deemed to constitute approval. In no event shall use of or reference to the Names and Marks be inconsistent in form or content with the sole ownership of the Names and Marks by MRMC. All use of the Names and Marks by the Partnership, its agents, servants, employees and vendees, shall inure solely to the benefit of MRMC. MRMC shall have the right to make reasonable inspection of the Partnership's services rendered in connection with the Names and Marks to protect the goodwill of MRMC associated with the Names and Marks.

5.3 VARIATIONS. The Partnership shall not adopt and commence using any variations of the Names and Marks, or any other names and marks confusingly similar thereto, without the prior approval of MRMC. MRMC shall have 30 days from the submission of approval to approve or disapprove of the variation. Failure on the part of MRMC to act within such 30-day period shall be deemed to constitute approval.

5.4 NONTRANSFERABLE. The license granted to the Partnership to use the Names and Marks is not assignable or transferable, and it shall not inure to the benefit of any other Person, including, without limitation, a trustee in bankruptcy or any other successor to the Partnership, whether by operation of law or otherwise; provided, however, that the Partnership shall be entitled to sublicense the Names and Marks to any of its Subsidiaries.

5.5 INDEMNITY. The Partnership agrees to be solely responsible for and to defend and indemnify MRMC from and against any and all claims, demands and causes of action, and all Losses sustained in connection therewith, arising out of, resulting from or related to the use of the Names and Marks in the Business, even if such claim, demand or cause of action is based on the sole, partial or concurrent negligence of MRMC, except that MRMC shall defend and indemnify the Partnership from and against all claims, demands or causes of action for trademark infringement arising from the use of the Names and Marks by the Partnership. If requested by MRMC, the Partnership shall retain counsel reasonably satisfactory to MRMC to represent MRMC, and the Partnership shall pay the fees and expenses of such counsel relating to such claim, demand, or cause of action. MRMC shall be consulted with respect to all matters concerning such claim, demand, or cause of action, and settlement of such claim, demand, or cause of action shall not be made without the prior written approval of MRMC.

5.6 DISCLAIMER OF WARRANTIES. MRMC DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE LICENSE IN THIS ARTICLE V, OR ANY PART

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THEREOF, INCLUDING ANY AND ALL IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER THE PARTY KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE) WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE OR BY COURSE OF DEALING.

ARTICLE VI
MISCELLANEOUS

6.1 INSURANCE MATTERS. MRMC hereby agrees to cause each of the Partnership Entities to be named as additional insureds in MRMC's current insurance program, which is described on Schedule 6.1 attached hereto. Each of the Partnership Entities shall pay for its allocated cost of that insurance coverage in an amount equal to MRMC's cost of insuring the assets and operations of Partnership Entity and generally in accordance with the allocations and methodology described in Schedule 6.1.

6.2 MANAGEMENT OF CF MARTIN.

(a) Except as set forth below and to the extent allowed by applicable law, MRMC agrees that it will, and (when applicable) it will use commercially reasonable efforts to cause each of the MRMC Entities and each Martin Manager to, exercise its J.V. Management Rights (as such term is defined below) in a manner that it reasonably believes is in the best interests of the Partnership. For purposes of this Agreement, the term "J.V. Management Rights" shall mean the exercise by each of the Martin Entities or any Martin Manager of any voting right or consent right granted by the CF Martin GP Agreement and the CF Martin LP Agreement, including but not limited to, the exercise of rights contained in Section 4.3 of the CF Martin LP Agreement (relating to distributions by CF Martin) and Article X of the CF Martin LP Agreement (relating to transfers). Notwithstanding anything to the contrary in this Agreement, no Martin Manager shall be required to act in any manner that he or she reasonably believes would (i) violate law, or (ii) constitute a breach of a fiduciary or similar duty that such Martin Manager owes to CF Martin GP or CF Martin, or any of its members or partners, respectively.

(b) MRMC agrees to promptly provide the Partnership with a copy of any notice it receives as a result of Article X of the CF Martin LP Agreement.

(c) Except as provided for in this Section 6.2(c), MRMC agrees that no member of the MRMC Group will either sell its Venture Interest, nor purchase the Venture Interest of a third party, pursuant to Sections 10.1, 10.2, 10.5, 10.6 or 10.7 of the CF Martin LP Agreement without the written consent of the Partnership. In addition, MRMC agrees that it will exercise its rights contained in Section 10.2, 10.5, 10.6 or 10.7 of the CF Martin LP Agreement only as directed by the Partnership. As between the MRMC Group and the Partnership, in the event MRMC and the Partnership agree to purchase the Venture Interest of a third party, the purchase price for and ownership of such Venture Interest shall be allocated between the MRMC Group and the Partnership in accordance with their respective ownership percentages in CF Martin and MRMC shall pay, or cause the applicable MRMC Entity to pay, its proportionate share of the purchase price of the Venture Interest to be purchased by MRMC or such MRMC

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Entity. Notwithstanding the foregoing, in no event will MRMC or any MRMC Entity be prohibited by this Agreement from selling its Venture Interest when required to do so by the terms of the CF Martin LP Agreement or the CF Martin GP Agreement.

(d) MRMC agrees that it will not, and it will cause each of the MRMC Entities to not, vote in favor of or otherwise consent to any amendment of the CF Martin LP Agreement without the prior written consent of the Partnership.

6.3 CHOICE OF LAW; SUBMISSION TO JURISDICTION. This Agreement shall be subject to and governed by the laws of the State of Texas, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement to the laws of another state. Each Party hereby submits to the jurisdiction of the state and federal courts in Dallas County, Texas.

6.4 NOTICE. All notices or requests or consents provided for by, or permitted to be given pursuant to, this Agreement must be in writing and must be given by depositing same in the United States mail, addressed to the Person to be notified, postpaid, and registered or certified with return receipt requested or by delivering such notice in person or by telecopier or telegram to such Person. Notice given by personal delivery or mail shall be effective upon actual receipt. Notice given by telegram or telecopier 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. All notices to be sent to a Party pursuant to this Agreement shall be sent to or made at the address set forth below such Party's signature to this Agreement, or at such other address as such Party may stipulate to the other parties in the manner provided in this Section 6.4.

6.5 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the Parties relating to the matters contained herein, superseding all prior contracts or agreements, whether oral or written, relating to the matters contained herein.

6.6 TERMINATION. This Agreement, other than the provisions of Article III, shall terminate if (i) the General Partner or any successor general partner of the Partnership is not an Affiliate of MRMC or (ii) the Partnership Entities no longer own and/or operate all or substantially all of the Assets or the Business. Termination of this Agreement shall not terminate any Indemnifying Party's continuing obligation of indemnification pursuant to Article III of this Agreement which obligations shall survive as provided in Article III. In the event of termination of this Agreement, the license granted by Article V hereof shall automatically cease. As promptly as practicable (but in no event more than 180 days) following the termination of this Agreement, the Partnership shall cease all use of the Names and Marks and any and all other names and marks confusingly similar thereto. Termination of the license granted by Article V hereof shall not terminate the Partnership's continuing obligation of indemnification under Section 5.5 hereof. Upon termination of this Agreement, MRMC shall have the right, but not the obligation, to continue as operator of the Partnership's facilities to the same extent it acted as operator of such facilities on behalf of the Partnership prior to the termination of this Agreement for so long as MRMC has responsibilities associated with such facilities, or the operation thereof.

EXECUTION COPY

6.7 EFFECT OF WAIVER OR CONSENT. No waiver or consent, express or implied, by any Party to or of any breach or default by any Person in the performance by such Person of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such Person of the same or any other obligations of such Person hereunder. Failure on the part of a Party to complain of any act of any Person or to declare any Person in default, irrespective of how long such failure continues, shall not constitute a waiver by such Party of its rights hereunder until the applicable statute of limitations period has run.

6.8 AMENDMENT OR MODIFICATION. This Agreement may be amended or modified from time to time only by the written agreement of all the Parties hereto; provided however, that the Partnership may not, without the prior approval of the Conflicts Committee, agree to any amendment or modification of this Agreement. Each such instrument shall be reduced to writing and shall be designated on its face an "Amendment" or an "Addendum" to this Agreement.

6.9 ASSIGNMENT. No Party shall have the right to assign its rights or obligations under this Agreement without the consent of the other Parties hereto.

6.10 COUNTERPARTS. This Agreement may be executed in any number of counterparts with the same effect as if all signatory parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.

6.11 SEVERABILITY. If any provision of this Agreement or the application thereof to any Person or circumstance shall be held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

6.12 FURTHER ASSURANCES. In connection with this Agreement and all transactions contemplated by this Agreement, each signatory party hereto agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement and all such transactions.

6.13 LAWS AND REGULATIONS. Notwithstanding any provision of this Agreement to the contrary, no Party this Agreement shall be required to take any act, or fail to take any act, under this Agreement if the effect thereof would be to cause such Party to be in violation of any applicable law, statute, rule or regulation.

6.14 NEGOTIATION OF RIGHTS OF LIMITED PARTNERS, ASSIGNEES, AND THIRD PARTIES. The provisions of this Agreement are enforceable solely by the Parties to this Agreement, and no limited partner, member, assignee or other Person of the Partnership or General Partner shall have the right, separate and apart from the Partnership or the General Partner, to enforce any provision of this Agreement or to compel any Party to this Agreement to comply with the terms of this Agreement.

EXECUTION COPY

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement 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, III
     Ruben S. Martin, III
      President

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, III
     Ruben S. Martin, III
      President

MARTIN RESOURCE MANAGEMENT
CORPORATION

By: /s/ Ruben S. Martin, III
     Ruben S. Martin, III
      President

EXECUTION COPY

SCHEDULE 1

TRADENAMES AND LOGOS

Attached

EXECUTION COPY

SCHEDULE 2.2(a)

RETAINED BUSINESSES

The operations, assets and activities related to the businesses and operations related to the business activities described on page 87 of the Martin Midstream Partners, L.P. Prospectus, dated October 31, 2002.

EXECUTION COPY

SCHEDULE 3.2

LITIGATION

All pending legal actions existing as of the Closing Date.

EXECUTION COPY

SCHEDULE 6.1

INSURANCE PROGRAM

Attached

EXHIBIT 10.4

MOTOR CARRIER AGREEMENT

This MOTOR CARRIER AGREEMENT (hereinafter referred to as "Agreement") made as the 1st day of November, 2002, between MARTIN OPERATING PARTNERSHIP L.P. (hereinafter referred to as "SHIPPER"), a Delaware limited partnership, and MARTIN TRANSPORT, INC. (hereinafter referred to as "CARRIER"), a Texas corporation, for the interstate and unregulated intrastate transportation of petroleum or other bulk liquid products (hereinafter referred to as "COMMODITIES"), by tank truck, in the contiguous United States, shall be under the terms and conditions hereinafter set forth. This Agreement shall be subject to amendment and/or modification by Addendum hereafter executed by both SHIPPER and CARRIER and attached hereto and made a part hereof.

1. AGREEMENT

A. General: CARRIER agrees to accept interstate and unregulated intrastate lawful shipments of the subject COMMODITIES tendered to it by SHIPPER, pursuant to this Agreement and to transport such COMMODITIES to the destination or destinations designated by SHIPPER, provided such points of origin and destination are within the scope of CARRIER's operating authority subject to the rates and provisions of the applicable Schedule of Actual Rates and Charges as provided in the Addendum and Exhibit A, which are attached hereto and made a part hereof.

B. Licenses, Laws and Regulations: CARRIER, at its sole cost, and expense, shall procure and maintain all licenses and permits required by local, state, or federal authorities with respect to the transportation and related services rendered hereunder and shall comply with all applicable laws and regulations pertaining to such transportation and services.

2. EFFECTIVE DATE AND TERM

The initial term of this Agreement shall be effective for a three year period beginning on the commencement date (as herein defined) and shall continue in effect thereafter on an annual basis, until canceled by either party upon thirty (30) days prior written notice to the other party. For the purposes of this Agreement, the "commencement date" shall be November 1, 2002.

3. EQUIPMENT

CARRIER shall provide all equipment necessary to perform the transportation required hereunder, which equipment shall: (i) be suitable for particular transportation required, (ii) include any special equipment that is requested by SHIPPER and agreed to by CARRIER when the shipping order is placed, and
(iii) comply with the specifications for equipment for such transportation prescribed by any applicable governmental regulations (including those of the United States Department of Transportation). CARRIER shall maintain, and at all times make available to SHIPPER, sufficient suitable equipment to transport SHIPPER'S COMMODITIES.

4. CARRIER'S PERFORMANCE

A. General: CARRIER agrees to accept from SHIPPER, and provide transportation services for all COMMODITIES required by SHIPPER, during each annual period of the initial term of this agreement. All transportation hereunder shall be performed:
(i) at Carrier's sole expense, (ii) to the best of CARRIER's knowledge, in full compliance with all applicable governmental laws, ordinances, regulations, orders licenses, permits, and all requirements of CARRIER's insurance, and (iii) with maximum dispatch consistent with the CARRIER's best judgment as to safety and efficiency, except as is specifically provided to the contrary elsewhere in this Agreement.

B. Services: It is understood that the CARRIER shall secure the services of, supervise and be responsible for all persons operating trucking equipment hereunder and CARRIER shall hold SHIPPER harmless from any claim, except for SHIPPER negligence, including fees in defense thereof, by drivers for wages, industrial accidents, workers compensation, withholding and unemployment taxes, or any other actions arising from the performance of this contract which shall be subject to Section 8(C) below.

C. Drivers: CARRIER's drivers shall comply with all reasonable operational procedures requested by SHIPPER. CARRIER's drivers shall promptly report all commodity spills, shortages (less routine heels) or accidents which occur in the course of the performance of this Agreement. In the interest of safety, CARRIER's drivers shall not unload COMMODITIES until the SHIPPER, its agents or employees shall have inspected the shipping orders and have directed the driver to and specified the proper unloading facilities.

5. SHIPPER'S PERFORMANCE

A. Minimum Amount: SHIPPER agrees, during each annual period of the initial term of this Agreement, to offer for shipment, a minimum of one thousand (1000) tons of COMMODITIES. It is understood by CARRIER that the minimum tonnage designation is for planning purposes only and is not intended as a "take or pay" commitment by SHIPPER.

B. Payment: CARRIER shall bill SHIPPER for the freight charges on all shipments as soon after delivery of such shipments as sufficient information is received to prepare such invoices. All invoices for linehaul expenses are to be paid in full within ten (10) days of receipt by SHIPPER of CARRIER's invoice or such other notification as is mutually agreeable to the parties. Payments to CARRIER by SHIPPER hereunder shall be sent to the following address:

Martin Transport, Inc. P. O. Box 191 Kilgore, Texas 75663

6. COMPUTATION OF CHARGES

Freight charges shall be computed on the actual basis of the rates provided in the applicable Schedule of Actual Rates and Charges set forth on Exhibit A attached hereto, subject to the terms and conditions contained therein.

7. TERMINATION

A. Non-performance: In the event of non-performance by SHIPPER or CARRIER, as the case may be, of any of the obligations contained in the Agreement, SHIPPER or CARRIER as the complaining party shall provide written notice of such non-performance to the other party. The non-performing party shall then have (14) days from the date of such notice within which to remedy the non-performance. Thereafter, if the non-performance remains uncorrected or if an acceptable remedy is not reached within fourteen (14) days of such notice, the complaining party may terminate this Agreement at any time upon giving the non-performing party seven (7) days prior written notice. If this Agreement is terminated in accordance with this subsection, all obligations of the parties, as contained in this Agreement and the Addendum and Exhibits hereto, shall be terminated; provided, SHIPPER shall continue to be responsible for all sums due to CARRIER for services received prior to the date of termination.

B. Default or Insolvency: If a petition in bankruptcy should be filed by CARRIER, or if CARRIER should be adjudicated as bankrupt, or if CARRIER should make a general assignment for the benefit of creditors, or if a receiver should be appointed on account of the insolvency of CARRIER, SHIPPER may, without prejudice to any other right of remedy, terminate this Agreement upon giving CARRIER at least five (5) days prior written notice to such termination. CARRIER shall have the same rights as SHIPPER under this item.

8. INSURANCE AND INDEMNITY

A. Liability: CARRIER shall be responsible for any loss, damage or destruction of shipments tendered to it by SHIPPER from the time such shipments are loaded at the delivery point until accepted by SHIPPER as evidenced by unloading at destination point. CARRIER shall reimburse SHIPPER for loss, damage or injury to the COMMODITIES except when such loss, damage or injury is caused by the wrongful act or negligence of SHIPPER, its agents or employees in which case SHIPPER, its agents or employees shall bear it's proportionate share of responsibility for all loss, damage or injury and all consequential and incidental damages related thereto.

B. Insurance: CARRIER shall maintain at all times Worker's Compensation Insurance fully complying with the law of every jurisdiction to which CARRIER is subject, Employer's Liability Insurance in amounts not less than $250,000 and automotive and general public liability insurance against injury or death in amounts of not less than $3,000,000 for any one person and $10,000,000 for any one accident or occurrence and against property damage in amounts not less than $250,000 for any one accident or occurrence. All liability insurance policies obtained or maintained by CARRIER to meet the requirements of this Agreement shall name SHIPPER as an additional insured as to the operations of CARRIER under this Agreement and shall contain severability of interests provisions. Promptly after execution of this Agreement, CARRIER shall furnish SHIPPER properly executed certificates of insurance evidencing that the insurance

coverages and limits required by this Agreement are in effect. If any insurance provided pursuant to this Agreement expires during the term of the Agreement, renewal certificates of insurance shall be furnished by CARRIER to SHIPPER 30 days prior to the date of expiration. In addition, certified, true and exact copies of all insurance policies required under this Agreement shall be provided to SHIPPER by CARRIER, on timely basis if requested by SHIPPER. All such certificates and policies shall contain provisions that thirty (30) days' written notice by registered or certified mail shall be given the SHIPPER of any cancellation, intent not to renew, or reduction in the policies' coverages, except in the application of the aggregate limits provisions. CARRIER or any party liable on accounts of loss of or damage to any of said transported COMMODITIES shall have the full benefit of any insurance that may have been effected upon or on account of said COMMODITIES, insofar as this shall not void the contracts or policies of insurance. CARRIER shall not be obligated to reimburse the claimant for any premium paid therein.

C. Indemnity: CARRIER shall be responsible for, and shall indemnify, defend and save harmless SHIPPER and its owned, controlled, affiliated, subsidiary, associated, interrelated and operated companies and the stockholders, directors, officers, agents, employees and representatives of each from and against, any and all claims, demands and causes of action brought by any and all persons, including without limitation, CARRIER's officers, agents, employees, representatives, or subcontractors or any third parties, and against any and all judgments in respect thereto on account of personal injury or death or on account of property damage or destruction or loss arising out of the negligence or willful misconduct of CARRIER, its officers, employees, agents, representatives and subcontractors.

SHIPPER shall be responsible for, and shall indemnify, defend and save harmless CARRIER and its owned, controlled, affiliated, subsidiary, associated, interrelated and operated companies and the stockholders, directors, officers, agents, employees and representatives of such from and against, any and all claims, demands and causes of action brought by any and all persons, including without limitation, SHIPPER's officers, agents, employees, representatives, or subcontractors or by any third parties, and against any and all judgments in respect thereto on account of personal injury or death or on account of property damage or destruction or loss arising out of the negligence or willful misconduct of SHIPPER, its officers, employees, agents, representatives and subcontractors.

Where personal injury, death, or loss of or damage to property is the result of the joint negligence or misconduct of CARRIER and SHIPPER, each party's duty of indemnification shall be in proportion to its allocable share of such joint negligence or misconduct.

9. FORCE MAJEURE

Either CARRIER or SHIPPER shall be excused from performance of its obligations hereunder in the event and to the extent that such performance is delayed or prevented by any circumstances reasonably beyond its control, including by fire, explosion, interruption of raw materials, equipment source or fuel supply, strike or other labor dispute, riot or other civil disturbance, or act or omission of any governmental authority.

10. LIMITATIONS OF LIABILITY

CARRIER's obligations under this Agreement shall always be subject to any limitations imposed by applicable laws, regulations or other of any governmental authority. In no event shall CARRIER be responsible for any loss, damage, destruction or delay of shipments which occurs by reason of any act of God, terrorist attack, labor disturbance, strike, war, riot or civil disturbance, prohibition by government agency of the movement of goods or any other such similar causes which affect the obligations or performance of CARRIER, and CARRIER shall not be liable for any loss, damage, destruction or delay occurring while the COMMODITIES are stopped and held in transit upon the request of SHIPPER or from riots or strikes. CARRIER shall not be liable for delay causes by highway obstruction, faulty or impassible highway or lack of capacity on any highway, bridge or ferry.

11. AGREEMENT CONCLUSIVE

SHIPPER shall arrange for shipments to be tendered to CARRIER on a standard uniform bill of lading or other such document as may be mutually agreed to between CARRIER and SHIPPER, i.e., scale weight ticket, subject to the conditions of this Agreement and the attached Addendum or Exhibits. In the event there is a conflict between the terms of this Agreement and any schedule or bill of lading otherwise applicable to CARRIER and SHIPPER respecting the movements contemplated hereunder, the terms of this Agreement and the attached Addendum or Exhibits shall be construed as controlling the intent of the parties.

12. ASSIGNMENT

This Agreement and all Addends or Amendments hereto shall be binding upon and inure to the benefit of the successors of SHIPPER and CARRIER. Neither party may assign its rights under this Agreement without the non-assigning party's written approval. However, notwithstanding the above, the parties may assign their right, duties, obligations and interests in and to this Agreement to a parent, subsidiary, affiliate or sister corporation; provided, however, the parties shall not be thereby relieved of the responsibilities or obligations hereunder.

13. CONFIDENTIALITY

The terms of this Agreement shall be held in strict confidence by SHIPPER and CARRIER and shall not be disclosed to any third party, provided, however, SHIPPER shall have the right to disclose the terms to it's freight auditors, provide that a binding confidentiality agreement is continually maintained between SHIPPER and each such freight auditor.

14. WAIVER

Failure of either party to insist, in one or more instances, upon performance of any of the terms of this Agreement, or the waiver by either party of any term or right of the other party hereunder, will not be deemed or construed as a waiver or a relinquishment of any such term or right.

15. APPLICABLE LAW

This Agreement is to be construed in accordance with the laws of the State of Texas without giving effect to the principles of conflict laws. Any legal actions filed may be brought only to the state or federal courts in Texas.

16. NOTICE

Notice, as may be required hereunder, by either party of this Agreement to the other party shall be deemed to have been accomplished on date of delivery by the United States mail as evidenced by date of return receipt, when sent by certified mail, postage prepaid, to the following addresses:

SHIPPER

Martin Operating Partnership L.P.
4200 Stone Road
Kilgore, Texas 75662

CARRIER

Martin Transport, Inc.
P. O. Box 191
Kilgore, Texas 75663

17. COMPLIANCE WITH NEGOTIATED RATES ACT OF 1993:

CARRIER represents to SHIPPER that CARRIER has complied with (and will continue to comply with) all provisions of the Negotiated Rates Act of 1993, including but not limited to Section 6 thereof. This Agreement provides service designed to meet the distinct needs of the SHIPPER, including price and service considerations tailored to the SHIPPER's needs.

18. ENTIRE CONTRACT

Except for the provisions of the schedules and Addenda or Amendments made a part hereof by reference, this instrument embodies the entire Agreement and understanding between SHIPPER and CARRIER as of the effective date of this Agreement, and there are no agreements, understandings, conditions, warranties or representations, oral of written, express or implied, with reference to the subject matter hereof that are not merged herein or superseded hereby as of the effective date of this Agreement. This Agreement may be modified only in writing signed by other parties.

19. AUTHORITY

Each party represents to the other that is has full authority and the necessary approval to enter into and perform this Agreement in accordance with its terms.

IN WITNESS THEREOF, the parties have caused this Agreement to be signed by their duly authorized representatives.

MARTIN OPERATING PARTNERSHIP L.P.                             MARTIN TRANSPORT, INC.
(SHIPPER)                                                     (CARRIER)


BY:      Martin Operating GP LLC, its general                 BY: /s/ Ruben S. Martin, III
         partner
                                                              TITLE: President
         BY:      Martin Resource LLC, its sole
                  member                                      DATE: Nov. 1, 2002

                  BY:      Martin Resource Management         WITNESS: /s/ Chad Burkhardt
                           Corporation, its sole member

                           BY: /s/ Ruben S. Martin, III

                           NAME: Ruben S. Martin, III

                           TITLE: President

                           DATE: Nov. 1, 2002

                           WITNESS: /s/ Chad Burkhardt

ADDENDUM TO MOTOR CARRIER AGREEMENT

CONTRACT SCHEDULE OF ACTUAL RATES AND CHARGES

Schedule of rates, charges, rules and other provisions (hereinafter referred to as "Addendum") which govern that certain MOTOR CARRIER AGREEMENT (hereinafter referred to as "Agreement"), dated the 1st day of November, 2002, to which this Addendum is attached, by and between Martin Operating Partnership L.P. (hereinafter referred to as "SHIPPER" and Martin Transport, Inc. (hereinafter referred to as "CARRIER").

Except as otherwise specifically provided in this Addendum to the contrary, the rates, rules and charges published in CARRIER's Rules and Regulations attached as Exhibit B shall govern the transportation, by tank truck, in interstate and unregulated intrastate commerce, of petroleum or other bulk liquid products (hereinafter referred to as "COMMODITIES"), to and from points in the contiguous United States. Reissues or revisions of the subject Rules and Regulations subsequent to the date of this Agreement shall be applicable to this Agreement and shall become a part hereof effective with the acceptance by SHIPPER of each reissue or revision.

Each shipment tendered to CARRIER is deemed to be a tender to CARRIER as a contract motor carrier and is subject to the terms, conditions and provisions of this Agreement and to the provisions of law applicable to contract motor carriage.

1. RECEIPTS AND BILLS OF LADING

Each shipment will be evidenced by a receipt in the form specified by SHIPPER and will be signed by CARRIER or CARRIER's agent or employee showing the kind and quantity of freight received by CARRIER at origin, but the absence or loss of any such receipt will not relieve CARRIER of its obligations and responsibilities with respect to any shipment made hereunder. If SHIPPER elects to use a bill of lading, manifest or other form of freight receipt or contract, that includes any terms, conditions and provisions that conflict with this Agreement, the terms and conditions of this Agreement will supersede. Upon delivery of each shipment made hereunder, CARRIER shall obtain a receipt, in a form specified or approved by SHIPPER, showing the kind and quantity of freight delivered to the CONSIGNEE of such shipment at the destination specified by SHIPPER and the time of such delivery, and CARRIER shall cause such receipt to be signed by such receiving personnel or by such agent or employee at such destination.

2. RATES AND CHARGES

Applicable Rates: Exhibit A affixed hereto and made a part hereof specifies the rates applicable to shipments by tank truck of "COMMODITIES" hereunder.

3. DUTIES OF CARRIER AT DESTINATION

Drivers and employees, agents, contractors or subcontractors of CARRIERS shall, during loading and unloading and at all times while on the premises of SHIPPER, consignor or consignee, comply with all safety laws, regulations and rules applicable to the facility, and of which it has actual or constructive knowledge, including but not limited to vacating the vehicles during loading and unloading and remaining in assigned areas.

4. DELIVERY

A. Shipments Not Delivered.

i. Any shipment or part thereof which for any reason is refused, rejected or otherwise not accepted, received or claimed shall be held by CARRIER for further instructions from SHIPPER.

ii. In such event, CARRIER shall contact SHIPPER and request further transportation instructions, including the location for delivery and the desired delivery time.

iii. The freight charges for any further movement for a shipment not delivered shall be computed in accordance with the CARRIER's Rules and Regulations or jointly agreed to freight charges.

B. Shipment Delivery: Unless instructed otherwise by SHIPPER, CARRIER shall connect product hose to trailer discharges outlet, operate equipment on trailer to discharge product, and remain in immediate attendance of trailer during product off-loading procedure.

5. SPECIAL SERVICES

Safety Equipment: Safety equipment which is utilized or worn by drivers or which is required by law or reasonably necessary or desirable for the safe transportation, delivery, loading, or unloading of transported "COMMODITIES" shall be the responsibility of, and provided by CARRIER at no charge to SHIPPER.

6. EQUIPMENT

A. Inspection: CARRIER's equipment offered to SHIPPER for loading of the "COMMODITIES" to be transported is subject to inspection for suitability and cleanliness by SHIPPER at SHIPPER's discretion. The cleanliness or suitability of equipment shall meet SHIPPER's standards of acceptability and SHIPPER shall have the right to reject such equipment for loading and require CARRIER to comply with SHIPPER's standard. SHIPPER's standards shall be reasonable and conform to others in the industry.

B. Lead Time: CARRIER shall provide all requested transportation services, provided CARRIER has received notice at least twenty-four (24) hours prior to the time which the services are requested.

7. MISCELLANEOUS

In the performance of transportation service hereunder, CARRIER shall be an independent contractor and not an agent or employee of SHIPPER and CARRIER agrees, at its expense, to furnish suitable equipment to transport the "COMMODITIES", tendered hereunder and to assume all costs and expenses incidental to the transportation of such "COMMODITIES", including, but not limited to, all costs and expenses incidental to or arising out of maintenance, repair or operation of equipment, labor, fuel supplies, insurance and/or accident.

The provisions of the Agreement shall, in the event of conflict with this Addendum, control.

MARTIN OPERATING PARTNERSHIP  L.P.                              MARTIN TRANSPORT INC.
(SHIPPER)                                                       (CARRIER)

BY:      Martin Operating GP LLC, its general                   BY: Ruben S. Martin, III
         partner
                                                                TITLE: President
         BY:      Martin Resource LLC, its sole
                  member                                        DATE: Nov. 1, 2002

                  BY:      Martin Resource Management           WITNESS: /s/ Adam Gallegos
                           Corporation, its sole member

                           BY: /s/ Ruben S. Martin, III

                           NAME: Ruben S. Martin, III

                           TITLE: President

                           DATE: Nov. 1, 2002

                           WITNESS: /s/ Adam Gallegos

EXHIBIT A

The below rates are hereby adopted as the applicable charges as provided for in this Agreement between the identified parties and is herein made a part of the Agreement.

MILEAGE SCALE
TO BE PROVIDED

POINT TO POINT RATES WITHIN U.S.

Origin Consignee Destination Miles Rate

TO BE PROVIDED

RATE ADJUSTMENTS

All rates as shown in this EXHIBIT A, are to remain in effect without change for a period of one year from the "commencement date". Exceptions to this rate provision will occur only when due to circumstances beyond the control of the CARRIER, a cost item is imposed which would normally affect any similar private trucking operation (an "Industry Cost Adjustment"). These items may be reflected in, but not limited to, taxes on fuel, workers compensation tax increases, etc.

It is agreed between the parties that beginning with the second year a rate adjustment will be implemented at least on an annual basis. Both parties recognize that costs may change during the initial one-year period and agree to fairly negotiate such rate changes. In the event that both parties cannot satisfactorily agree on an appropriate annual rate adjustment within thirty (30) days of each anniversary of the Agreement, then the cost item will be adjusted in accordance with the following index.

The Gross National Product (GNP) Implicit Price Deflator which is indexed quarterly and published by the U.S. Department of Commerce, Economic Statistical Administration, Bureau of Economic Analysis. The most recently published Implicit Price Deflator index as of the "commencement date" shall be the basis for all future rate adjustments.

Industry Cost Adjustments also carry forward in addition to annual rate adjustments. Additionally, Industry Cost Adjustments will be made as required during the term of the Agreement.

FUEL ADJUSTMENT CHARGES

Fuel adjustment shall be as shown in Attachment I.

INSURANCE SURCHARGES

Three percent (3%) of line haul charges to cover increased insurance cost due to the events of September 11, 2001.

GENERAL CONDITIONS

Standard accessory charges shall be as shown in Attachment II.

EXHIBIT 10.5

TERMINAL SERVICES AGREEMENT

THIS TERMINAL SERVICES AGREEMENT is made and entered into as of the of November 1, 2002 (the "Effective Date"), by and between MARTIN OPERATING PARTNERSHIP L.P. (hereinafter referred to as "Owner"), and MARTIN GAS SALES LLC (hereinafter referred to as "Customer").

WITNESSETH:

WHEREAS, the Owner operates a marine terminal facility located 4118 Pendola Point Road in Tampa, Florida (the "Terminal Facility") under the terms of that certain Agreement of Lease, dated December 16, 1976, between Owner, as assignee, and the Tampa Port Authority (the "Port Authority Lease"); and

WHEREAS, the Customer is in the petroleum products ("Products") distribution business; and

WHEREAS, it is the desire of the Owner and the Customer that the Customer's Product be throughput at the Terminal Facility and that the Owner provide unloading, handling, storage, out-loading and other terminal services with respect to the Customer's Product at the Terminal Facility, all on the terms and conditions hereinafter provided.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Owner and the Customer agree that the Owner shall provide the hereinafter described terminal services with respect to the Customer's Product at the Terminal Facility, on the terms and conditions hereinafter provided:

1. TERM OF AGREEMENT. The term of this Agreement shall begin on the Effective Date and shall end on the third anniversary of the Effective Date. Thereafter, the term shall automatically renew from year to year, unless either party gives written notice at least thirty (30) days prior to the expiration of the applicable term.

2. OWNER'S DUTIES. In consideration of the compensation provided in Section 3 hereof, the Owner shall provide the following services ("Customer Services') to the Customer at the Terminal Facility:

(a) UNLOADING. HANDLING AND STORAGE SERVICES. The Customer shall deliver Product (consisting of # 2 fuel oil) to the Terminal Facility by marine vessel. All such deliveries shall fully comply with the terms and conditions of the Port Authority Lease. The Owner shall unload the Customer's Product from such marine vessels in accordance with prevailing industry

standards relating to the handling of petroleum products. The Owner shall transfer the Product to, store the Product in, the following storage tank at the Terminal Facility:

TANK NUMBER                                 CAPACITY
-----------                                 --------

Tank #5                                    80,000 barrels

Tank #5 shall be reserved and dedicated at all times for the exclusive use of Customer.

(b) OUT-LOADING SERVICES. The Customer's Product may be removed from the Terminal Facility by marine vessel or truck. The Owner shall provide all out-loading services necessary to permit the Customer to transfer Product from the storage tanks at the Terminal Facility to the Customer's designated trucks or marine vessels for removal from the Terminal Facility.

(c) INVENTORY SERVICES. The Owner shall provide to the Customer daily inventory reports of Customer's Product, containing reports as to receipts and withdrawals of Customer Product, and the balance as of the close of business of the immediately preceding day.

3. OWNER'S COMPENSATION. For the terminal services performed by it hereunder, the Owner shall receive the following compensation from the Customer:

(a) TANK LEASE FEE. The Customer shall pay the Owner the following compensation for services (the "Tank Lease Fee"). This fee shall be fixed during the first year of this Agreement and thereafter adjusted according to Section 3(c) below:

TANK                                      LEASE FEE
----                                      ---------
Tank #5                              $20,000.00 per month

(b) WHARFAGE: DOCKAGE AND DEMURRAGE. The Tank Lease Fee does not include wharfage fees to the Tampa Port Authority. The Customer shall pay wharfage fees along with any other fees due to or required by the Tampa Port Authority, including future increases in the fees. Dock scheduling and usage shall also be subject to the regulations of the Tampa Port Authority.

(c) TANK FEE ADJUSTMENTS. The Tank Lease Fee shall be adjusted annually as follows. The Tank Lease Fee shall be adjusted (both upward and downward as hereinafter provided) by a factor equal to the increase or

decrease, as the case may be, in the Consumer Price Index. The adjustment shall be calculated annually in October of each year, commencing in October 2003 based on Consumer Price Index statistics for the two preceding Septembers. The adjustment shall be calculated as follows: The Tank Lease Fee in effect shall be multiplied by a factor equal to the amount of the increase or decrease, as the case may be, in the Consumer Price Index for the immediately preceding month of September, over the Consumer Price Index for September of the preceding year. For purposes hereof, the term "Consumer Price Index" shall mean 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 (the "Index"). In event the Index shall be converted to a different standard reference base or otherwise revised, the determination of the percentage change shall be made with the use of such conversion factor, formula or table for converting the Index as may be published by the Bureau of Labor Statistics or, if said Bureau shall not publish the same, then as shall be reasonably determined by the parties.

4. TITLE TO PRODUCT. Title to all of the Customer's Product received, stored and handled by the Owner at the Terminal Facility shall remain at all times in the name of the Customer. The Customer agrees not to deliver for storage at the Terminal Facility any Product which may not be lawfully stored on the premises of the Terminal Facility or any Product injurious to the premises or facilities, or which would render the facilities unfit, after cleaning, for the proper storage of similar products, or Products.

5. ASSIGNMENT. Neither party shall assign this Agreement without the express written consent of the other party.

6. FACILITY. TANK AND EQUIPMENT CONDITION. The Owner shall, at its sole cost and expense, provide and maintain all handling and storage equipment and facilities necessary to the performance of its services hereunder, including without limitation the storage tank, in compliance with prevailing industry standards and all applicable Laws (as such term is defined in Section 7 below) as they may exist from time to time.

7. CUSTOMERS COMPLIANCE WITH LAWS. In the conduct of its business on the premises of the Terminal Facility, the Customer shall comply in all material respects with all federal, state and local laws, ordinances, decrees, orders, regulations, permits or other requirements having the force of law (hereinafter, the "Laws").

8. ENTIRE AGREEMENT AND AMENDMENT. This Terminal Services Agreement shall constitute the entire agreement concerning the subject hereof between the parties superseding all previous agreements, negotiations and representations made prior or contemporaneous to the date hereof. This Agreement shall be modified or amended

only by written agreement executed by both parties hereto.

9. CONTROLLING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas.

EXECUTED as of the date first set forth above.

MARTIN GAS SALES LLC - FUEL OIL SALES

BY: MARTIN RESOURCE MANAGEMENT CORPORATION,
ITS SOLE MEMBER

BY: /s/ RUBEN S. MARTIN, III
NAME: RUBEN S. MARTIN, III
TITLE: PRESIDENT

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, III
NAME: RUBEN S. MARTIN, III
TITLE: PRESIDENT

EXHIBIT 10.6

THROUGHPUT AGREEMENT

THIS THROUGHPUT AGREEMENT (the "Agreement") is made and entered into as of the of November 1, 2002 (the "Effective Date"), by and between MARTIN GAS SALES LLC (the "Owner"), and Martin Operating Partnership L.P. (the "Customer").

WITNESSETH:

WHEREAS, the Owner owns a liquefied petroleum gas ("LPG") truck loading and unloading and pipeline distribution terminal facility located at Mont Belvieu, Texas (the "Terminal Facility"); and

WHEREAS, the Customer is in the LPG products ("Products") distribution business; and

WHEREAS, it is the desire of the Owner and the Customer that the Customer be provided with sole access to and use of the Terminal Facility, all on the terms and conditions hereinafter provided.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Owner and the Customer agree that the Owner shall provide the Customer with sole access to and use of the Terminal Facility, on the terms and conditions hereinafter provided:

1. TERM OF AGREEMENT. The term of this Agreement shall begin on the Effective Date and shall end on the third anniversary of the Effective Date. Thereafter, the term shall automatically renew from year to year, unless either party gives written notice at least thirty (30) days prior to the expiration of the applicable term.

2. OWNER'S DUTIES. In consideration of the compensation provided in Section 3 hereof, the Owner shall provide Customer with sole access to and use of the Terminal Facility.

3. OWNER'S COMPENSATION.

(a) For the sole access to and use of the Terminal Facility, the Owner shall receive total compensation of $400,000 per year ("Annual Compensation") subject to adjustment as set forth in subsection (b) below. The Customer shall remit payment for 1/12 of the Annual Compensation each month payable on the last day of the month.

(b) The Annual Compensation shall remain as stated in subsection (a) until the first anniversary of the Effective Date. Thereafter, the Annual Compensation shall be adjusted annually (both upward and downward as hereinafter provided) by a factor equal to the increase or decrease, as the case may be, in the Consumer Price Index. The adjustment shall be calculated annually in November of each year, commencing in

November, 2003. The adjustment shall be calculated as follows: the Annual Fee in effect shall be multiplied by a factor equal to the amount of the increase or decrease, as the case may be, in the Consumer Price Index for the immediately preceding month of October, over the Consumer Price Index for October of the preceding year. For purposes hereof, the term "Consumer Price Index" shall mean 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 (the "Index"). In event the Index shall be converted to a different standard reference base or otherwise revised, the determination of the percentage change shall be made with the use of such conversion factor, formula or table for converting the Index as may be published by the Bureau of Labor Statistics or, if said Bureau shall not publish the same, then as shall be reasonably determined by the parties.

4. TITLE TO PRODUCT. Title to all of the Product received, stored and handled at the Terminal Facility shall remain at all times in the name of the Customer. The Customer agrees not to deliver for storage at the Terminal Facility any Product which may not be lawfully stored on the premises of the Terminal Facility or any Product injurious to the premises or facilities, or which would render the facilities unfit, after cleaning, for the proper storage of similar products, or Products.

5. ASSIGNMENT. Neither party shall assign this Agreement without the express written consent of the other party.

6. FACILITY, TANK AND EQUIPMENT CONDITION. The Owner shall, at its sole cost and expense, provide and maintain all handling and storage equipment and facilities necessary to the performance of its services hereunder in compliance with prevailing industry standards and all applicable Laws (as such term is defined in Section 7 below) as they may exist from time to time.

7. CUSTOMERS COMPLIANCE WITH LAWS. In the conduct of its business on the premises of the Terminal Facility, the Customer shall comply in all material respects with all federal, state and local laws, ordinances, decrees, orders, regulations, permits or other requirements having the force of law (the "Laws").

8. ENTIRE AGREEMENT AND AMENDMENT. This Agreement shall constitute the entire agreement concerning the subject hereof between the parties superseding all previous agreements, negotiations and representations made prior or contemporaneous to the date hereof. This Agreement shall be modified or amended only by written agreement executed by both parties hereto.

9. CONTROLLING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas.

EXECUTED as of the date first set forth above.

MARTIN GAS SALES LLC

By: Martin Resource Management Corporation
Its Sole Member

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

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, III
    Name: Ruben S. Martin, III
    Title: President

1.TERM                              This agreement shall have a three-year
                                    term, commencing on November 1, 2002 (the
                                    "Commencement Date"). Thereafter, the
                                    agreement shall automatically renew for
                                    successive one-year periods unless either
                                    party terminates this agreement by providing
                                    written notice of such termination to the
                                    other party at least 30 days prior to the
                                    expiration of the then-applicable term.

2. VESSELS SUBJECT TO
      THIS CONTRACT                 1)      M/V Dani Mayes,
                                    2)      M/V Joel Smith,
                                    3)      M/V Mary Edwards,
                                    4)      M/V Martin Challenger, and
                                    5)      barges associated with such vessels
                                            (collectively, such vessels and
                                            barges are referred to herein as the
                                            "Vessels").

                                    The Vessels shall be operated and equipped
                                    in compliance with applicable Coast Guard
                                    regulations.

3. SPOT CONTRACTS                   Owner and Charterer agree that the
                                    Charterer's use of the Vessels under this
                                    agreement will be on a spot-contract basis
                                    and based on the then-availability of the
                                    Vessels. Each individual use of a vessel
                                    shall be evidenced by a written agreement
                                    between the parties, which agreement will
                                    contain the following information:

                                    1)      The origination (load) and
                                            destination (discharge) ports.

2) The cargo to be transported.
3) The volume to be transported.
4) The shipping rate or rates.
5) The term of the contract.

4. RATES                            The parties agree that the rates and
                                    related terms charged by Owner to Charterer
                                    under any individual spot contract will be
                                    on then-applicable market terms.

5. MINIMUM USE                      Charterer agrees that for the initial
                                    three-year term of this agreement, it will
                                    execute enough spot contracts under this
                                    agreement so that owner receives the "Base
                                    Revenue Amount" (as such term is defined
                                    below) under this agreement during each
                                    12-month period following the Commencement
                                    Date. The term "Base Revenue Amount" means
                                    the difference of $5,600,000 minus all
                                    "Freight Revenue" (as defined below)
                                    received from third parties during the
                                    applicable 12-month period. The term
                                    "Freight Revenue" means any revenue
                                    generated from the sale of any services
                                    using the vessels, including revenues
                                    relating to freight charges, demurrage,
                                    charter hire, heating charges, fleeting
                                    charges, insurance surcharges, tanking
                                    cleaning charges, tankerman fees, port or
                                    harbor charges and similar charges. If Owner
                                    does not receive the Base Revenue Amount for
                                    any such 12-month

period, Charterer agrees to pay Owner any deficiency within 30 days following the applicable anniversary of the Commencement Date.

6. BARGE COVERAGE

TERMS                         The "Barge Coverage Terms" attached hereto
                              as Exhibit A to apply to this contract and
                              are hereby incorporated herein by reference.

MARTIN OPERATING PARTNERSHIP L.P.                       MARTIN RESOURCE MANAGEMENT CORPORATION

   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, III             By:  /s/ Ruben S. Martin, III
               Its:  President                          Its: President
               Ruben S. Martin, III                     Ruben S. Martin, III

BARGE COVERAGE TERMS

RIDER TO BE MADE A PART OF THE CONTRACT FOR MARINE TRANSPORTATION DATED [o] BETWEEN OWNER AND CHARTERER.

1. OFFHIRE. The Vessel shall be declared offhire in the event of any delay in performance due to the inability to deliver full services as the result of medical emergencies, groundings outside the channel markers, maintenance, inspections, mechanical failures and breakdowns or time spent waiting on crew readiness. During offhire periods all charges for the Vessel, including boat and barges, shall cease. The Vessel shall not be considered offhire in the event of navigational delays, including locking and docking, groundings within the channel markers, or delays due to weather.

2. INVOICING & PAYMENT. Owner shall receive payment for service rendered with thirty (30) day invoice. All other rebillable items, including, but not limited to, shifting invoices, fleeting invoices, shore tanker man charges, fresh air apparatus rental and the like shall be due net upon receipt and payable to Owner's designated bank.

3. DEMISE OF CHARTER. The Master of a Vessel, although appointed by and in the employ of the Owner and subject to the Owner's direction and control, shall observe the orders of the Charterer in connection with the Charterer's agencies, arrangements, and employment of the Vessel's services hereunder.
NOTHING IN THIS CLAUSE OR ELSEWHERE IN THIS AGREEMENT SHALL BE CONSTRUED AS CREATING A DEMISE OF THE VESSEL TO CHARTERER OR AS VESTING CHARTERER WITH ANY CONTROL OVER THE PHYSICAL OPERATION OR NAVIGATION OF THE VESSEL.

4. POLLUTION PREVENTION. Owner will in the case of an escape or discharge of oil or other product or threat of escape or discharge of oil or other product from the Vessel into navigable waters of the United States in which the Vessel is operating (whether or not caused by Vessel's negligence), promptly undertake such measures as are reasonably necessary which may be required by applicable laws, rules and regulations to prevent pollution damage from thereby arising and to mitigate any such damage. If an escape of discharge of oil or other product occurs from the Vessel into the navigable waters of the United States or when an escape or discharge of oil or other products from the Vessel causes or threatens to cause pollution damage, or when there is the threat of an escape or discharge of oil (i.e., a grave and imminent danger of the escape or discharge of oil which, if it occurred, would create a serious danger of pollution damage), Charterer may at option, and upon notice to Owner and on the conditions set forth herein below, undertake such measures as are reasonably necessary to prevent or mitigate resulting pollution damages, unless Owner promptly undertakes same. Charterer shall keep Owner advised of the measure intended to be taken by it. Any of the aforementioned measures actually taken by the Charterer shall be at Owner's expense (except to the extent that such escape or discharge was caused or contributed to by Charterer). Provided that if Owner believes that such measures should not be undertaken or should be discontinued, Owner may so notify Charterer and thereafter Charterer, if it elects to continue said cleanup measures, shall do so at its own risk and expense.

5. INDEMNITY. Owner covenants and agrees to fully defend, protect, indemnify and hold harmless Charterer, its employees and agents from and against each and every claim, demand or cause of action and any liability, cost, expense (including, but not limited to, reasonable attorney's fees and expenses incurred in the defense of Charterer), damage or loss in connection therewith, which may be made or asserted by Owner, or Owner's employees or agents, subcontractors, or any third parties including, but not limited to Charterer's agents, servants or employees on account of personal injury or death or property damage to the extent of Owner's negligence.

Charterer covenants and agrees to fully defend, protect, indemnify and hold harmless, Owner, its employees and agents from and against each and every claim, demand or cause of action and any liability, cost, expense (including, but not limited to, reasonable attorney's fees and expenses incurred in the defense of Owner), damage or loss in connection therewith, which may be made or asserted by Charterer or Charterer's employees or agents, subcontractors, or any third parties including, but not limited to Owner's

agents, servants or employees on account of personal injury or death or property damage to the extent of Charterer's negligence.

6. ARBITRATION. Each party will select their own arbitrator. Then the two arbitrators will select a third arbitrator. In the event these two arbitrators cannot agree on a third arbitrator then a state district judge in Gregg County, TX will select the third arbitrator.

7. INSURANCE: Subject to availability to pollution bonds at commercially acceptable rates and certificates of financial responsibility from underwriters, during the period of this agreement, Owner shall make all reasonable attempts to comply with all financial capability, responsibility, security or like laws, regulations and/or requirements of whatsoever kind relating to the Vessels with respect to oil and/or other pollution damage applicable to the Vessel entering, leaving, remaining at or passing through any ports or places or waters in the performance of this agreement. Subject as aforesaid, Owner at its sole risk and expense shall make all reasonable attempts to arrange by bond, insurance or otherwise and obtain all such certificates or other documentary evidence and take all such other action, as may be necessary, to satisfy such laws, regulations and/or other requirements. Owner warrants that they have in place at the Commencement Date coverage for oil pollution of U.S. $500,000,000.

Hull and Protection and Indemnity coverage shall be carried with first class underwriter by Owner for Owner's account, with Charterer named as additional assure. Owner shall also carry, at Owner's expense, American Club, or other water pollution coverage, as required by law.

8. COMPLIANCE: Upon delivery, Owner warrants that the Vessel will be in compliance with all applicable government regulations.

9. CHARTERER'S REPRESENTATIVES: Charterer's representatives may board the Vessel at any convenient place to observe cargo-handling operations, to inspect logs and certificates, and to confirm that Owner is fulfilling its obligations under this agreement.

10. OUTTURN: Any shortage in outturn (unless resulting from a condition described in Force Majeure Clause above), in excess of one-half of one percent (0.5%) in volume shall be for the account of Owner on an evaluation declared by the Charterer at the time of discharging provided that Owner shall not be liable for any shortage in outturn unless a comparison of barge ullage figures at loading port and at discharge port established that a volume loss in excess of one-half of one percent (0.5%) has actually occurred.

11. DRUG & ALCOHOL ABUSE POLICY: Owner warrants that it has a policy on Drug and Alcohol Abuse applicable to the Vessel which meets and exceeds the standards set forth by the U.S. Coast Guard. Owner further warrants that this Policy will remain in effect during the term of this agreement and Owner shall exercise diligence to ensure that Policy is complied with.

12. CONDITIONS OF EQUIPMENT: The Owner shall, before and at commencement of each voyage, exercise due diligence to make the entire Vessel seaworthy and in good operating condition, properly manned, equipped and supplied for the voyage, and to make the pipes, pumps and coils tight, staunch, strong and in every respect fit for the voyage, and to make the tanks and other spaces in which cargo is to be carried fit and safe for its carriage and preservation. Owner will provide, at the time of delivery and thereafter keep in force during the period of this agreement, a valid and subsisting certificate or other permit issued by the United States Coast Guard (or other governmental bureau or department having jurisdiction thereof) approving the barges for the transportation and carriage of inflammable liquids having a Reid Vapor Pressure of less than fourteen (14) pounds per square inch. Owner warrants that the barge is capable of discharging at a rate of twenty-five hundred (2,500) barrels per hour or is able to maintain one hundred (100) PSI at the rail; otherwise, the Vessel shall be considered off-hire for all excess pumping time.

13. WHARFAGE AND DOCKAGE: Owner's equipment shall be free of wharfage and dockage charges at loading and discharging ports.

14. SUBLET: Charterer has the right to sublet the Vessel for third party work and act as deponent owner; however, Charterer shall always remain responsible for the fulfillment of this agreement in all its terms and conditions.

15. GENERAL AVERAGE: Notwithstanding anything herein to the contrary, in the event of accident, danger, damage or disaster before or after the commencement of the voyage resulting from any cause whatsoever, whether due to negligence or not, for which, or for the consequences of which, the Vessel including her barge or barges, are not responsible by statute, contract, or otherwise, the cargo and its barge, jointly and severally, shall contribute in General Average to the payment of any sacrifices, losses or expenses of a General Average nature that may be made or incurred, by a barge or its cargo, and in a like manner, shall pay salvage and special charges incurred in respect to the common safety of both cargo and its barge. If a salving vessel is owned or operated by the Owner, salvage shall be paid for as fully as if the salving vessels belong to strangers, General Average shall be adjusted, stated and settled according to York-Antwerp Rules 1974, Excluding Rule XXII thereof, at such port or place in the United States as may be selected by barge owners with cargo owner's approval, and as to matters not provided for by the rules mentioned, according to the laws and usages of the Port of New York.

16. FORCE MAJEURE: The Vessel, its captain and Owner shall not, unless otherwise in this agreement expressly provided, be responsible for any loss or damage arising or resulting from: any act, default or barratry of the captain, pilots, mariners, or other servants of the Owner in the navigation or management of the vessel; fire, unless caused by the personal design or neglect of the Owner; collision, stranding or peril, danger or accident of navigable waters; saving or attempting to save life or property; wastage in weight or bulk, or any other loss or damage arising from inherent defect, quality or vice of the cargo; any act or omission of the Charterer, Owner, shipper or consignee of the cargo, their agents or representatives; insufficiency or inadequacy of marks; explosion, bursting of boilers, breakage of shafts, or any latent defect in hull, equipment or machinery; unseaworthiness of the Vessel unless caused by want or due diligence on the part of the Owner to make the Vessel seaworthy or to have it properly manned, equipped and supplied; or from any other cause of whatsoever kind arising without the actual fault of privity of the Owner. And neither the Vessel, its captain or Owner, nor the Charterer, shall, unless otherwise in this agreement expressly provided, be responsible for any loss or damage or delay or failure in performing hereunder arising or resulting from; act of God, act of war; act of public enemies, pirates or assailing thieves; acts of terrorism; arrest or restraint of princes, rulers of people, or seizure under legal process provided bond is promptly furnished to release the Vessel or cargo; strike or lockout or stoppage or restraint of labor from whatever cause, either partial or general, or riot or civil commotion.

EXHIBIT 10.8

PRODUCT STORAGE AGREEMENT

ARCADIA STORAGE FACILITY

THIS PRODUCT STORAGE AGREEMENT is entered into as of the 1st day of November, 2002 ("Effective Date") by and between MARTIN UNDERGROUND STORAGE, INC. ("LESSOR"), and MARTIN OPERATING PARTNERSHIP L.P., ("CUSTOMER"). The parties agree to the following:

WITNESSETH

1. PRODUCT STORAGE. For and in consideration of the rates and fees to be paid by CUSTOMER to LESSOR as provided herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, LESSOR hereby agrees to lease storage space at its underground storage facility situated in Arcadia, Louisiana, for the storage of up to, but not to exceed, the maximum quantity of propane specification product ("Product") set forth in Exhibit "A" which is attached hereto and made a part hereof (the "Lease Volume"). LESSOR represents and warrants that it has full right, power and authority to extend and deliver the storage services described in this Agreement. Each of the parties hereto represents and warrants that it has full power and authority to make, enter and perform its obligations under this Agreement.

2. Definitions. For the purpose of this Agreement, the following terms and expressions shall have the following meanings:

'AFFILIATE' means, of any Person, a Person Controlling, Controlled by or under common Control with, directly or indirectly, through one or more intermediaries, such Person. Any Person shall be deemed to be an Affiliate of any specified Person if such Person owns 50% or more of the voting securities of the specified Person, if the specified Person owns fifty percent (500/o) or more of the voting securities of such Person, or if fifty percent (50~/o) or more of the voting securities of the specified Person and such Person are under common Control.

"AGREEMENT" shall mean this Product Storage Agreement.

"BARREL" shall mean forty-two (42) U. 5. Gallons.

"BASE RATE" shall have the meaning specified in Section 12 hereinafter.

"BUSINESS DAY" shall mean a Day on which Federal Reserve member banks in Houston, Texas are open for business.

"CONTROL" of a non-natural Person means the power, directly or indirectly, to (i) elect, appoint or cause the election or appointment of at least a majority of the members of the board of directors of such Person (or if such Person is a noncorporate Person, Persons having similar powers), or (ii) direct or cause the direction of the management and policies of such Person, in

either case through beneficial ownership of the capital stock (or similar ownership interests) of such Person or otherwise.

"DAY OR DAILY" shall mean a twenty-four (24) hour period commencing 12:01 a.m. local clock time, and extending until 12:00 midnight local clock time.

"EFFECTIVE DATE" shall mean the date on which CUSTOMER may begin to store Products under this Agreement as set forth in Exhibit "A".

"FACILITIES" shall mean the underground storage facilities owned by LESSOR, at Arcadia, Louisiana, including, but not limited to, all storage caverns, related surface and subsurface equipment, and loading and unloading terminals.

"FORCE MAJEURE" shall have the meaning specified in Section 18 hereinafter.

"GALLON" shall mean one U.S. Gallon, which is the unit of volume used for the purpose of measurement of liquid. One (1) U.S. liquid Gallon contains two hundred thirty-one (231) cubic inches when the liquid is at a temperature of sixty degrees Fahrenheit (600F) and at the Vapor pressure of the liquid being measured.

"LEASE VOLUME" shall have the meaning specified in Section 1 above.

"MONTH" or "MONTHLY" shall mean a period commencing at 12:01
a.m. local clock time on the first Day of a calendar Month and extending until 12:00 midnight local clock time on the last Day of the calendar Month.

"OFFSPEC PRODUCT" shall have the meaning specified in Section 4 hereinafter.

"PERSON" means any individual, corporation, partnership, limited partnership, limited liability partnership, limited liability company (whether domestic or foreign), joint venture, association, joint-stock company, trust, estate, custodian, trustee, executor, administrator, nominee, entity in a representative capacity, unincorporated, organization, or governmental agency or authority.

"RECEIVING PIPELINE" shall have the meaning specified in
Section 5 hereinafter.

"STORAGE RATE" shall have the meaning specified in Section 11(a).

"YEAR" or "YEARLY" shall mean a period of 365 consecutive Days', provided, however that any Year which contains the date of February 29 shall consist of 366 consecutive Days.

3. TERM. The term of this agreement shall commence on the Effective Date and shall terminate as specified in Exhibit "A". Unless a new storage agreement is entered into or this agreement is renewed, at the expiration or termination of this Agreement, CUSTOMER shall remove all Products stored hereunder

on or before the last Day of the term of this Agreement subject to the payment of all accrued storage fees and other charges hereunder and LESSOR's lien as set forth herein. In the event CUSTOMER fails to remove its Products at the expiration of the term of this Agreement, LESSOR shall have the right to sell all or any portion of such Products on terms and at such prices as LESSOR, in its sole discretion, deems appropriate under the then existing circumstances. If LESSOR sells all or a portion of CUSTOMER's Products under the terms of this
Section 3, within sixty (60) Days of its receipt of the proceeds derived from the sale of such Products, LESSOR shall remit same to CUSTOMER less (i) all of LESSOR'S costs and expenses associated with any such sales, (ii) a sales commission equal to five percent (5%) of the gross proceeds of such sales, and
(iii) any fees then due and owing by CUSTOMER to LESSOR.

4. PRODUCT SPECIFICATIONS.

(a) All deliveries of Products by CUSTOMER hereunder shall meet LESSOR specifications for the type of Products stored, as such specifications may change from time to time, the most current of which are set forth in Exhibit "B" attached hereto and made a part hereof. LESSOR or its designee reserves the right to perform an analysis of CUSTOMER's Products prior to accepting same for storage, but assumes no responsibility for doing so, and may refuse to accept delivery of such Products if it is contaminated or otherwise fails to conform with the applicable specifications ("0ffspec Product"). If LESSOR accepts into storage Offspec Product delivered by or on behalf of CUSTOMER, CUSTOMER shall reimburse LESSOR for the reasonable costs and expenses incurred in handling such Offspec Product. CUSTOMER shall be bound by the testing results obtained from analysis of CUSTOMER's Products, if any, performed by or on behalf of LESSOR.

(b) CUSTOMER AGREES TO AND DOES INDEMNIFY FULLY AND HOLD HARMLESS LESSOR AND ITS PARENTS, SUBSIDIARIES AND AFFILIATES AND ITS AND THEIR AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, SUCCESSORS AND ASSIGNS FROM AND AGAINST ANY AND ALL LIABILITIES, LOSSES, DAMAGES, DEMANDS, CLAIMS, PENALTIES, FINES, ACTIONS, SUITS, LEGAL, ADMINISTRATIVE OR ARBITRATION OR ALTERNATIVE DISPUTE RESOLUTION PROCEEDINGS, JUDGMENTS, ORDERS, DIRECTIVES, INJUNCTIONS, DECREES OR AWARDS OF ANY JURISDICTION, COSTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, ATTORNEYS' FEES AND RELATED COSTS) ARISING OUT OF OR IN ANY MANNER RELATED TO CUSTOMER DELIVERING OR CAUSING TO BE DELIVERED INTO LESSOR'S FACILITIES ANY OFFSPEC PRODUCTS.

5. PRODUCT DELIVERY AND REDELIVERIES.

(a) LESSOR will not accept delivery of Propane that has been odorized. CUSTOMER represents that it shall not tender for delivery and storage Propane that has been odorized.

(b) Products redelivered to CUSTOMER out of LESSOR'S Facilities will only be made on the request of CUSTOMER's designated representative or duly authorized agent. LESSOR will not recognize sales, assignments or transfers of title to Products while in storage unless made in a manner approved by LESSOR in advance and then only to another person or entity that has entered into a valid storage

agreement with LESSOR. Products redelivered by LESSOR hereunder shall be redelivered into any common carrier pipeline currently connected to LESSOR'S Facilities or into tank trucks. LESSOR'S redelivery of Products to CUSTOMER shall be subject to operating conditions, rates of delivery, delivery pressures, scheduling, etc. of the pipeline in which CUSTOMER requests Products be delivered into (the "Receiving Pipeline"). Custody of the Products delivered or redelivered hereunder shall be deemed to be transferred at the pipeline connection of the Receiving Pipeline, or the loading flange if loaded into tank trucks, as applicable. CUSTOMER shall use its best efforts to give LESSOR reasonable notice of deliveries or withdrawals of Products. LESSOR shall not be required to receive or redeliver Products unless it has been given at least fifteen (15) Days advance written notice of such Products delivery or redelivery, but always subject to the physical capabilities of LESSOR'S Facilities and other customers scheduled redeliveries. Measurement of Products delivered or redelivered hereunder shall take place as near to the points of delivery or redelivery as practicable to LESSOR and shall be made by LESSOR or its designee in accordance with LESSOR'S or its designee's standard measurement procedures and shall conform to good measurement practices in the industry. All measurements made by LESSOR or its designee shall be binding on the parties hereto unless proven to be in error. CUSTOMER shall have the right to witness all such measurements. If deliveries of Products for storage are made by CUSTOMER through the use of tank cars or trucks, LESSOR shall have the right to prorate tank car or truck shipments in proportion to the Lease Volume for which each CUSTOMER has contracted, if deemed necessary by LESSOR in its sole discretion. Tank trucks will be handled on a first in first out basis. All tank trucks shall be suitable for loading and unloading at LESSOR'S Facilities and shall be certified as such by CUSTOMER as provided in Section 6 hereinafter.

Any quantity of Propane taken by CUSTOMER in excess of CUSTOMER's Propane storage balance will be considered as an unauthorized withdrawal of Propane. CUSTOMER shall have five (5) days from unauthorized withdrawal to restock the excess amount withdrawn. When LESSOR determines a CUSTOMER has withdrawn unauthorized volumes, CUSTOMER will be prevented from further withdrawals. Withdrawal privileges will be reinstated only after the CUSTOMER re-stocks the excess withdrawal or paid for the excess withdrawal and CUSTOMER has physical volumes in place to withdraw.

6. PRORATION. LESSOR shall exercise its best efforts to withdraw and deliver on any one-day the total of each CUSTOMER's requests for such day. If, however, all of the withdrawal requests exceed the total volume which can withdraw from storage and deliver, the Propane deliverable on each day shall be prorated. Proration of withdrawals down the pipeline and proration of withdrawals by transport truck will be handled as two separate allocations.

(a) Proration will be determined based on daily activity. Should proration become necessary, the customer will be notified twenty-four (24) hours in advance by phone and/or FAX.

(b) Proration will be based on the CUSTOMER's throughput during the previous twelve (12) months as a percentage of the total throughput. This percentage will then be applied to the total daily output capacity of the transport truck withdrawal facilities or the pipeline withdrawal facilities.

7. TRANSPORTATION EQUIPMENT. CUSTOMER agrees that all trucks used by CUSTOMER and third party carriers on CUSTOMER's behalf to make deliveries or withdrawals at the Facilities shall meet or exceed all federal, state and municipal safety, operating and insurance requirements and further agrees to certify same and to provide copies of all government approvals to LESSOR or its designee before the trucks will be accepted at LESSOR'S Facilities. CUSTOMER and all third party carriers acting on behalf of CUSTOMER shall have executed a Terminal Access Agreement before they will be allowed to enter the Facilities.

8. STENCHING. LESSOR will odorize or cause to be odorized all shipments of propane out of storage by tank truck in accordance with standard industry practice (currently 1.5 pounds ethyl mercaptan per 10,000 Gallons), or as required by governmental agencies having proper jurisdiction, and will odorize shipments of other Products if requested in writing by CUSTOMER to do so. CUSTOMER agrees to pay LESSOR for providing this odorization service the fees set forth in Exhibit "A". CUSTOMER ACCEPTS ALL RESPONSIBILITY FOR IMPROPER AMOUNTS OF MALODORANT SUBSEQUENT TO SHIPMENT, THE DISSIPATION OF MALODORANT OR THE INTRODUCTION OF THE PROPER MALODORANT AND, WHERE LESSOR OR ITS DESIGNEE PROVIDES DOCUMENTATION OF THE ODORIZATION REQUIRED BY THIS AGREEMENT, CUSTOMER AGREES TO DEFEND, INDEMNIFY AND HOLD LESSOR AND ITS PARENTS, SUBSIDIARIES AND AFFILIATES AND ITS AND THEIR AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, SUCCESSORS AND ASSIGNS HARMLESS FROM ANY AND ALL LIABILITIES, LOSSES, DAMAGES, DEMANDS, CLAIMS, PENALTIES, FINES, ACTIONS, SUITS, LEGAL, ADMINISTRATIVE OR ARBITRATION OR ALTERNATIVE DISPUTE RESOLUTION PROCEEDINGS, JUDGMENTS, ORDERS, DIRECTIVES, INJUNCTIONS, DECREES OR AWARDS OF ANY JURISDICTION, COSTS AND EXPENSES (INCLUDING ATTORNEY'S FEES AND ANY COST OR EXPENSE OF INCIDENT INVESTIGATION) OR ANY LIABILITY ARISING FROM ANY CLAIMS OF WHATEVER KIND DUE TO INJURIES OR DAMAGES WHICH OCCUR AFTER DELIVERY TO CUSTOMER AND ARISE IN CONNECTION WITH CUSTOMER'S OR ITS CUSTOMER'S TRANSPORTATION, STORAGE, USE, HANDLING, OR RESALE OF PRODUCTS COVERED HEREUNDER. THIS INDEMNIFICATION OBLIGATION INCLUDES AMONG ANY OTHER CLAIMS, THOSE COMPRISING LACK OF OR INADEQUATE WARNING MATERIALS, IMPROPER AMOUNTS, USE OR TYPE OF ODORANT, "ODORANT FADING," LACK OF WARNING ON SUPPLEMENTAL WARNING SYSTEMS (SUCH AS GAS DETECTORS) AND IMPROPER TRAINING OR MONITORING OF CUSTOMER'S WARNING AND/OR TRAINING PROGRAMS. CUSTOMER'S INDEMNITY OBLIGATION SHALL BE APPLICABLE EVEN IF SUCH DAMAGES ARE DETERMINED TO HAVE BEEN PARTLY CAUSED BY THE FAULT OF LESSOR OR IF LIABILITY WITHOUT FAULT IS IMPOSED ON LESSOR, THE ONLY EXCEPTION TO SUCH OBLIGATION BEING WHERE THE FAULT OF LESSOR IS DETERMINED TO BE THE SOLE CAUSE OF SUCH DAMAGES.

9. LOSS ALLOWANCE. Due to normal operating losses which occur in receiving Products for storage, storing such Products and redelivering Products out of storage, CUSTOMER'S withdrawals from storage shall be limited to the percent of the Products delivered to LESSOR hereunder specified in Exhibit "A".

10. TRANSPORTATION COSTS TO AND FROM STORAGE. All transportation charges and other expenses incurred in connection with (i) CUSTOMER's delivery of Products to LESSOR'S Facility for storage and (ii) CUSTOMER's receipt of Products from storage shall be paid by CUSTOMER directly to such transporter.

11. STORAGE AND HANDLING CHARGES.

(a) CUSTOMER shall pay LESSOR the Storage Rate as set forth in Exhibit "A", without regard as to whether any Products have actually been or will be delivered by CUSTOMER to LESSOR for storage hereunder. CUSTOMER shall also pay LESSOR Monthly the other rates, fees and charges set forth in Exhibit "A", including, but not limited to, Throughput Charges and Redelivery Fees, if any.

(b) If at the end of any Month (i) the volume of a particular Product stored by CUSTOMER exceeds the storage volume of such Product allocated for that Month as designated by CUSTOMER as provided herein (the initial allocation of which is set forth in Exhibit "A", and/or
(ii) the total volume of all Products stored by CUSTOMER exceeds the Lease Volume, CUSTOMER shall pay to LESSOR the Excess Storage Fee as set forth in Exhibit "A".

(c) If at the expiration or termination of this Agreement CUSTOMER continues to have Products in storage (which the parties expressly do not contemplate and LESSOR in no way condones) which was delivered into storage under the terms of this agreement, then CUSTOMER shall pay to LESSOR an Excess Storage Fee as set forth in Exhibit "A" each Month thereafter based on the highest balance of all Products held in storage at any time during such Month. LESSOR'S acceptance of funds pursuant to this Section shall (i) in no way be construed as a renewal of this Agreement, provided, however, CUSTOMER shall continue to be bound by all terms and conditions of this Agreement as long as any of CUSTOMER'S Products remains in storage or (ii) in no way effect LESSOR'S rights to sell CUSTOMER'S Products as provided for in Section 3 above and any other rights that CUSTOMER may have.

(d) Nothing in this Section 11 shall be construed to create an obligation on LESSOR to accept more Products into storage in excess of the Lease Volume. At any time there is an unauthorized excess balance, LESSOR may by telephone notice to CUSTOMER require CUSTOMER to remove such excess balance within three Business Days and if any excess balance remains at the end of such period, then CUSTOMER shall reimburse LESSOR for any costs or liabilities incurred by LESSOR as a result thereof.

12. INVOICING AND PAYMENTS. Each Month during the term of this Agreement, LESSOR shall invoice CUSTOMER for all amounts owed by CUSTOMER to LESSOR hereunder and CUSTOMER shall pay to LESSOR the amounts due no later than ten (10) Days after CUSTOMER'S receipt of invoice therefore. If the Day on which any payment is due is not a Business Day, then the relevant payment shall be due upon the immediately preceding Business Day, except if such payment due date is a Sunday or Monday, then the relevant payment shall be due upon the immediately succeeding Business Day. Any amounts which remain due and owing after the due date shall bear interest thereon at a per annum rate of

interest equal to the lower of the "Prime Rate" of interest as quoted from time to time by the Wall Street Journal or its successor, plus two percent, or the maximum lawful rate of interest (the "Base Rate"). If a good faith dispute arises as to the amount payable in any statement, the amount not in dispute shall be paid. If CUSTOMER elects to withhold any payment otherwise due as a consequence of a good faith dispute, CUSTOMER shall provide LESSOR with written notice of its reasons for withholding payment. The parties hereto agree to use all reasonable efforts to resolve any such disputes in a timely manner. If it is subsequently determine, whether by mutual agreement of the parties or otherwise, that CUSTOMER is required to pay all or any portion of the disputed amounts to LESSOR, in addition to paying over such amounts, CUSTOMER also shall pay interest accrued on such amounts at the Base Rate from the original due date until paid in full.

13. LIEN FOR UNPAID CHARGES. CUSTOMER hereby grants unto LESSOR a lien against any Products of CUSTOMER remaining in storage at any time for any unpaid amounts, excluding any unpaid amounts disputed in good faith, which may be owing by CUSTOMER to LESSOR hereunder. LESSOR specifically reserves the right to refuse to redeliver Products stored by CUSTOMER at any time that there remains any amounts due and owing by CUSTOMER to LESSOR according to the terms hereof except to the extent such amounts are being disputed in good faith by CUSTOMER. Without prejudice to any other remedies that LESSOR may have at law, in equity and/or pursuant to the terms and provisions hereof, LESSOR may enforce the lien granted herein by public or private sale of any or all of CUSTOMER's Products remaining in storage and at any time or place and on any terms which LESSOR, in its sole discretion, deems commercially reasonable after giving CUSTOMER not less than five (5) Days notice of such sale.

14. TITLE TO STORED PRODUCT. It is understood and agreed that (i) title to the Products stored hereunder shall remain in CUSTOMER, subject to being commingled with like Products belonging to LESSOR and/or other parties, which CUSTOMER hereby grants unto LESSOR the right to do so, and ii) Products redelivered to CUSTOMER by LESSOR may not be identical Products delivered by CUSTOMER into LESSOR'S Facilities, but shall be considered as fungible goods meeting the same quality specifications. With respect to Products in storage pursuant to this agreement, it is specifically agreed as follows:

(a) In the event there should be any loss of Products (other than normal operating losses) from LESSOR Facilities and such loss is not attributable to the failure of LESSOR or its designee to exercise that degree of care as would be exercised by a reasonably careful Person under like circumstances, then CUSTOMER shall be prorated by LESSOR on the basis of the ratio of CUSTOMER's stored Products to the total volumes of like stored Products in such Facilities, including those volumes owned by CUSTOMER and LESSOR.

(b) In the event there should be a loss from storage and it is ultimately determined that such loss was solely attributable to LESSOR'S or its designee's failure to exercise that degree of care as would be exercised by a reasonably careful Person under like circumstances, then, subject to the provisions of Section 16 hereinafter, it is agreed that LESSOR shall have the option, in its sole discretion, to replace CUSTOMER's lost volumes with like Products or to pay CUSTOMER the fair market value of such lost Products at the time of the loss.

15. TAXES. CUSTOMER shall be responsible for the payment of any and all ad valorem or other taxes or assessments levied or assessed on and attributable to CUSTOMER's Products in storage pursuant to this agreement, provided however, that LESSOR shall have the right, but not the obligation, to pay such taxes on behalf of CUSTOMER (but at a like rate no greater than that paid by LESSOR on its own like Products in storage) and CUSTOMER agrees to reimburse LESSOR for any such taxes paid by LESSOR within ten (10) Days from the date of LESSOR'S invoice therefore.

16. LIMITATION OF LIABILITY.

(a) LESSOR shall not be liable to CUSTOMER for any loss of or injury to the Products stored by CUSTOMER, however caused, unless such loss or injury directly results from the failure of LESSOR or its designee to exercise that degree of care as would be exercised by a reasonably careful man under like circumstances. If any such loss or injury could not have been avoided through the exercise of such care as a reasonably careful man would exercise under like circumstances, LESSOR shall not be liable for such loss or injury.

(b) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, LESSOR SHALL NOT BE RESPONSIBLE FOR ANY PRODUCT LOSSES OR DAMAGES TO THE PRODUCT OR FOR ANY CLAIMS UNDER ANY INDEMNITY OBLIGATIONS THAT LESSOR MAY HAVE AS SET FORTH IN THIS AGREEMENT IN EXCESS OF THE STORAGE FEES AND RATES PAID BY CUSTOMER TO LESSOR AS PROVIDED HEREIN, IT BEING UNDERSTOOD AND AGREED THAT SUCH FEES ARE BASED ON A PER UNIT CHARGE AND, ACCORDINGLY, FOR THE PURPOSE OF THIS AGREEMENT, SATISFY ALL REQUIREMENTS OF THE UNIFORM COMMERCIAL CODE AND OTHER SIMILAR LAWS FOR LIMITATION OF LIABILITY. THE FOREGOING SHALL APPLY WHETHER OR NOT SUCH CLAIMS ARE FOUNDED IN WHOLE OR IN PART UPON THE NEGLIGENCE OF LESSOR OR IF LIABILITY WITHOUT FAULT IS IMPOSED ON LESSOR. LESSOR SHALL NOT BE RESPONSIBLE FOR OBTAINING INSURANCE TO COVER THE PRODUCTS STORED HEREUNDER.

(c) CUSTOMER AGREES TO DEFEND, INDEMNIFY AND HOLD LESSOR AND ITS AFFILIATES AND ITS AND THEIR RESPECTIVE AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, SUCCESSORS AND ASSIGNS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS WHICH ARISE IN CONNECTION WITH CUSTOMER'S TRANSPORTATION, STORAGE, USE, OR HANDLING OF PRODUCTS AFTER DELIVERY OF CUSTODY, POSSESSION AND CONTROL OF SUCH PRODUCT TO CUSTOMER. CUSTOMER'S INDEMNITY OBLIGATION HEREUNDER SHALL BE APPLICABLE EVEN IF SUCH CLAIMS ARE DETERMINED TO HAVE BEEN PARTLY CAUSED BY THE NEGLIGENCE OF LESSOR OR IF LIABILITY WITHOUT FAULT IS IMPOSED ON LESSOR, THE ONLY EXCEPTION TO SUCH OBLIGATION BEING WHERE THE NEGLIGENCE OF LESSOR IS DETERMINED TO BE THE SOLE CAUSE OF SUCH CLAIMS.

(d) FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED IN THIS AGREEMENT, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY HEREUNDER, AND THE OBLIGOR'S LIABILITY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION, AND ALL OTHER REMEDIES OR DAMAGES ARE WAIVED. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN, THE OBLIGOR'S LIABILITY SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY, EXCLUDING LOST PROFITS, AND SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY HEREUNDER, AND ALL OTHER REMEDIES OR DAMAGES ARE WAIVED. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER ANY PROVISION OF THIS AGREEMENT FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT DAMAGES IN TORT, CONTRACT OR OTHERWISE.

17. NOTICE OF CLAIM AND FILING OF SUIT. Claims by CUSTOMER and all other persons claiming, by, through or under CUSTOMER, must be presented in writing to LESSOR within a reasonable time, and in no event later than sixty
(60) Days after (i) CUSTOMER's Product is redelivered or removed from LESSOR'S Facilities or (ii) CUSTOMER is notified by LESSOR that loss of or injury to Products has occurred, whichever is shorter. No action may be maintained by CUSTOMER and any other persons claiming by, through or under CUSTOMER, against LESSOR for loss of or injury to Products stored in LESSOR'S Facilities unless a written claim therefore is received by LESSOR within the time periods set forth herein and such action is commenced within twenty-four (24) Months after (a) CUSTOMER's Products is redelivered or removed from LESSOR'S Facilities or (b) CUSTOMER is notified by LESSOR that loss of or injury to Products has occurred whichever is shorter. In the situation where LESSOR notifies CUSTOMER of a loss or, injury to Products, the time limits for making written claims and the maintaining of actions after notice, as set forth herein, begin on the date such notice is sent by LESSOR.

18. FORCE MAJEURE. In the event either party is rendered unable, wholly or in part, by Force Majeure to carry out its obligations under this Agreement, it is agreed that upon such party's giving notice and reasonably full particulars of such Force Majeure in writing to the other party after the occurrence of the cause relied on, then the obligations (except for the obligation to pay money due hereunder) of the party giving such notice, so far as and to the extent that they are affected by such Force Majeure, shall be suspended during the continuance of any inability so caused, but for no longer period, and such cause shall so far as possible be remedied with all reasonable dispatch. The term "Force Majeure" as used herein shall mean acts of God, strikes, lockouts, or other industrial disturbances, acts of the public enemy, wars, blockades, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, tornadoes, hurricanes, or storms, tornado, hurricane, or storm warnings which in any party's reasonable judgment require the precautionary shutdown of a facility, floods, washouts, arrests or restraints of the government, either federal or state, civil or military, civil disturbances, explosions, sabotage, breakage, or accident to equipment, machinery or lines of pipe, freezing of machinery, equipment or lines of pipe, electric power shortages, inability of any party to obtain necessary permits and/or permissions due to existing or future rules, orders, laws or governmental authorities (both federal, state and local), or any other causes, whether of the kind herein enumerated or otherwise, which were not reasonably foreseeable, and which are not within the control of the party claiming suspension and which such party is unable to overcome by the

exercise of due diligence. The term "Force Majeure" shall also include those instances in which either party hereto is delayed in acquiring, at reasonable cost and after the exercise of reasonable diligence, (i) materials and supplies required for the purpose of constructing and maintaining facilities, when such party is obligated to do so for the performance of its obligations under this Agreement, or (ii) permits or permission from any governmental agency required for the purpose of (a) constructing and maintaining such facilities or (b) acquiring materials or supplies required for such purpose. It is understood and agreed that the settlement of strikes or lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes or lockouts by acceding to the demands of opposing Parties when such course is inadvisable in the discretion of the party having difficulty.

19. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Notwithstanding the foregoing, CUSTOMER shall not assign or sublet this Agreement in whole or in part without the express written consent of LESSOR; provided, however, LESSOR shall have the right to assign this Agreement to any of its Affiliates, and to any future owner or owners of the Facilities without the necessity of obtaining from CUSTOMER any consent thereto. Further provided, however, CUSTOMER shall have the right to assign this Agreement to any of its Affiliates, but any such assignment shall in no way relieve or release CUSTOMER from any obligations hereunder whether accrued before or after any such assignment.

20. NO COMMISSIONS, FEES OR REBATES. No director, employee or agent of either party shall give or receive any commission, fee, rebate gift or entertainment of significant cost or value in connection with this Agreement. Any representative or representative(s) authorized by either party may audit the applicable records of the other party for the purpose of determining whether there has been compliance with this Section.

21. SEVERABILITY. This Agreement and the operations hereunder shall be subject to the valid and applicable federal and state laws and the valid and applicable orders, laws, local ordinances, rules, and regulations of any local, state or federal authority having jurisdiction, but nothing contained herein shall be construed as a waiver of any right to question or contest any such order, laws, rules, or regulations in any forum having jurisdiction in the premises. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under the present or future laws effective during the term of this Agreement, (i) such provision will be fully severable, (ii) this Agreement will be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and (iii) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid, or unenforceable provision, there will be added automatically as a part of this Agreement a provision similar in terms to such illegal, invalid, or unenforceable provision as may be possible and as may be legal, valid, and enforceable. If a provision of this Agreement is or becomes illegal, invalid, or unenforceable in any jurisdiction, the foregoing event shall not affect the validity or enforceability in that jurisdiction of any other provision of this Agreement nor the validity or enforceability in other jurisdictions of that or any other provision of this Agreement.

22. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND DUTIES OF THE

PARTIES ARISING OUT OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED, ENFORCED, AND PERFORMED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF TEXAS.

23. AUTHORIZATION. CUSTOMER hereby authorizes LESSOR to release its identity as a leased storage customer, who is interested in participating in in-well activity.

24. ENTIRE AGREEMENT WAIVER. This Agreement, including, without limitation, all exhibits hereto, integrates the entire understanding between the Parties with respect to the subject matter covered and supersedes all prior understandings, drafts, discussions, or statements, whether oral or in writing, expressed or implied, dealing with the same subject matter. This Agreement may not be amended or modified in any manner except by a written document signed by both parties that expressly amends this Agreement. No waiver by either party hereto of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver unless expressly provided. No waiver shall be effective unless made in writing and signed by the party to be charged with such wavier.

25. SETOFFS AND COUNTERCLAIMS. Except as otherwise provided herein, each party hereto reserves to itself all rights, set-offs, counterclaims, and other remedies and/or defenses which it is or may be entitled to arising from or out of this Agreement or as otherwise provided by law.

26. NO PARTNERSHIP, ASSOCIATION, ETC. Nothing contained in this Agreement shall be construed to create an association, trust, partnership, or joint venture or impose a trust or partnership duty, obligation, or liability on or with regard to either party.

27. EXHIBITS. All Exhibits attached hereto are incorporated herein by reference as fully as though contained in the body hereof. If any provision of any Exhibit conflicts with the terms and provisions hereof, the provisions of this Agreement shall prevail.

28. PRINCIPLES OR CONSTRUCTION AND INTERPRETATION. In construing this Agreement, the following principles shall be followed:

(a) no consideration shall be given to the fact or presumption that one Party had a greater or lesser hand in drafting this Agreement;

(b) examples shall not be construed to limit, expressly or by implication, the matter they illustrate;

(c) the word "includes" and its syntactical variants mean "includes, but is not limited to" and corresponding syntactical variant expressions; and

(d) the plural shall be deemed to include the singular and vice versa, as applicable.

29. NOTICE. Any notice or other communication provided for in this Agreement or any notice which either party may desire to give to the other shall be in writing and shall be deemed to have been properly given if and when sent by facsimile transmission, delivered by hand, or if sent by mail, upon deposit in the United States mail, either U.S. Express Mail, registered mail or certified mail, with all postage fully prepaid, or if sent by courier, by delivery to a bonded courier with charges paid in accordance with the customary arrangements established by such courier, in each case addressed to the parties at the following addresses:

Kilgore, Texas  75663-0191
Attn:  Matt Yost
Phone:    (903) 983-6200
Fax:  (903) 983-6237

If to CUSTOMER:

MARTIN OPERATING PARTNERSHIP L.P.
P.O. BOX 191
Kilgore, TX 75663-0191
Attn: Tom E. Redd
Phone: (903)983-6248
Fax: (903)983-6237

or at such other address as either party shall designate by written notice to the other. A notice sent by facsimile shall be deemed to have been received by the close of the Business Day following the Day on which it was transmitted and confirmed by transmission report or such earlier time as confirmed orally or in writing by the receiving party. Notice by U.S. Mail, whether by U.S. Express Mail, registered mail or certified mail, or by overnight courier shall be deemed to have been received by the close of the second Business Day after the Day upon which it was sent, or such earlier time as is confirmed orally or in writing by the receiving party. Any party may change its address or facsimile number by giving notice of such change in accordance herewith.

[SIGNATURES CONTINUED ON NEXT PAGE]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the day and year first above written.

Agreed to and Accepted this 1st Day of November of 2002.

MARTIN UNDERGROUND STORAGE, INC.

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

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, III
Name:  Ruben S. Martin, III
Title: President

1.     CUSTOMER:                    Martin Operating Partnership L.P.

2.     TERM:                        Three years from the date of this agreement, automatically renewable
                                    from year to year, unless either party gives written notice at least thirty
                                    (30) days prior to the expiration of the applicable term.

3.     PRODUCTS:                    Propane and Butane

4.     STORAGE FACILITY:            Martin Underground, Arcadia, LA

5.     LEASE VOLUMES:               300,000 barrels

6.     STORAGE RATE:                See Below

7.     THROUGHPUT FEE:              $.025 per gallon until the first anniversary of this agreement, and then
                                    adjusted as set forth in Section 14 of this Exhibit A below. Applies only
                                    to movements out of storage via truck or pipeline.
8.     QUANTITY EXEMPT
       FROM THROUGHPUT
       FEE:                         None

9.     EXCESS STORAGE FEE:          N/A

10.    RETURN PERCENTAGE:           Based on volume received
       PIPELINE:                    100%
       TRUCKS:                      100%

11.    RECEIPT FEES:                None at Storage Facility. CUSTOMER shall pay any and all
       PIPELINE:                    Pipeline tariff fees for own account.
       TRUCKS:                      None

12.    DELIVERY FEES
       PIPELINE:                    $.025 per gallon per Throughput Fee referenced above.
       TRUCKS:                      $.025 per gallon per Throughput Fee referenced above.

13.    SCHEDULING:                  CUSTOMER shall be required to schedule all movements through
                                    LESSOR or its designee's Product Movement Group. Delivery orders for
                                    CUSTOMER's account will only be set up to cover Volumes that are

                                    physically in the storage account.

14.   FEE ADJUSTMENTS               After the first anniversary of this Agreement, the Throughput Fee shall be
                                    adjusted annually (both upward and downward as hereinafter provided) by a
                                    factor equal to the increase or decrease, as the case may be, in the Consumer
                                    Price Index. The adjustment shall be calculated annually in [October] of each
                                    year, commencing in October 2003 based on Consumer Price Index statistics for
                                    the two preceding Septembers. The adjustment shall be calculated as follows:
                                    The Throughput Fee in effect shall be multiplied by a factor equal to the
                                    amount of the increase or decrease, as the case may be, in the Consumer Price
                                    Index for the immediately preceding month of September, over the Consumer
                                    Price Index for September of the preceding year. For purposes hereof, the
                                    term "Consumer Price Index" shall mean 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 (the "Index"). In event the Index shall be converted to a
                                    different standard reference base or otherwise revised, the determination of
                                    the percentage change shall be made with the use of such conversion factor,
                                    formula or table for converting the Index as may be published by the Bureau of
                                    Labor Statistics or, if said Bureau shall not publish the same, then as shall
                                    be reasonably determined by the parties.

Component or
Characteristic                              Allowable                           Test Method
--------------                              ---------                           -----------

Propane                             90% Liquid Volume, Minimum                  ASTM D-2163

Propylene                           5% Liquid Volume, Maximum                   ASTM D-2163

Butanes & Heavier                   2.5% Liquid Volume, Maximum                 ASTM D-2163

Total Sulfur                        123 PPM, by weight, Maximum                 ASTM D-2784

Hydrogen Sulfide                    2 PPM, by volume, Maximum                   ASTM D-2377

Moisture                            Pass                                        ASTM D-2713

Residual Matter:                    .05 Maximum on 100 ML Evaporation           ASTM D-2158
                                    Pass Oil Stain Observation

Vapor Pressure Reid                 208 PSIG, Maximum                           ASTM D-1267
Method @ 100(Degrees)F

Volatile Reside                     -37(Degrees) Maximum                        ASTM D1837
Temperature @
95% Evaporation

Corrosion @ 100(Degrees)F           No. 1 Copper Strip, Maximum                 ASTM D-1838

NOTE:

o ASTM test methods are latest revision

o LESSOR reserves the right to change specifications in order to meet specifications in primary downstream markets

o If conflicting test method result exists, LESSOR result will prevail

EXHIBIT 10.9

MARINE FUEL AGREEMENT

This MARINE FUEL AGREEMENT is made and entered into this the 1st day of November, 2002 by and between Midstream Fuel Service LLC, an Alabama limited liability company, hereinafter referred to as "Midstream," and Martin Operating Partnership L.P., a Delaware partnership, hereinafter referred to as "Customer." Midstream and Customer agree as follows:

1. For and in consideration of the conditions set forth herein, and upon the terms and conditions hereinafter described, Midstream does hereby agree to supply Customer High Sulfur Diesel ASTM D-975 No. 2 to Customer at Midstream's docks in Mobile, Alabama; Theodore, Alabama; and Pascagoula, Mississippi. The term of this agreement for three years, commencing November 1, 2002. After the initial term, the term shall automatically renew from year to year, unless either party gives written notice at least thirty (30) days prior to the expiration of the initial term or of any renewal term.

2. Customer agrees to purchase from Midstream one hundred percent (100%) its High Sulfur Diesel fuel requirements that occur in the Mobile, Theodore, or Pascagoula areas, during the term of this agreement. Midstream agrees to sell Customer High Sulfur Diesel ASTM D-975 No. 2 at its applicable dock, at a price per gallon equal to Midstream's Average Inventory Cost in effect on the date of delivery, plus $0.035 per gallon. Additional charges will apply for deliveries made to locations other than Midstream's docks. Payments shall be sent to Midstream at P.O. Box 911649, Dallas, Texas 75391-1649, or to such other address as Midstream shall designate in writing.

3. Midstream's Standard Conditions of Sale as set forth on Exhibit A shall govern the terms and conditions of sales of High Sulfur Diesel ASTM D-975 No. 2 to Customer by Midstream.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed the date first mentioned above.

MIDSTREAM FUEL SERVICE LLC

By: Martin Resource Management Corporation
Its: Sole manager

By: /s/ Ruben S. Martin, III
        Ruben S. Martin, III
Its: President

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, III
         Ruben S. Martin, III
Its: President

EXHIBIT 10.10

PRODUCT SUPPLY AGREEMENT

This agreement is entered into on this 1st day of November 2002, between Martin Gas Sales LLC (hereinafter referred to as "Seller") with corporate office located at 4200 Stone Road, Kilgore, TX 75662 and Martin Operating Partnership L.P. (hereinafter referred to as "Buyer") with corporate office located at 4200 Stone Road, Kilgore, TX 75662.

1. DEFINITIONS

1.1 "Product" shall mean 93% or 98% sulfuric acid as shown in Exhibit A.

2. AGREEMENT TERM

2.1 The term (hereinafter referred to as the "Initial Term") of this Agreement shall be three (3) years beginning on July 1, 2002. After the Initial Term, the term shall automatically renew from year to year, unless either party gives written notice at least thirty (30) days prior to the expiration of the Initial Term or of any renewal term. If any Product deliveries are made before the indicated beginning date, that Product will also be covered by this Agreement.

3. QUANTITY

3.1 Seller agrees to supply and Buyer agrees to purchase from Seller, 100% of Buyer's Plainview, Texas plant requirements, currently estimated at 8,000 tons per month. Seller also recognizes that Buyer may choose not to run the Plainview, Texas plant based on market conditions and Seller will adjust supply depending on Buyer's needs.

4. PRICING

4.1 Seller agrees to supply Buyer with Product at a price equal to Seller's best available cost plus $4/short ton.

4.2 Additionally, if Seller requires truck tons F.O.B. Buyer's plant, Buyer agrees to provide tons to Seller at Buyer's cost plus $4/ton.

5. PAYMENT TERMS

5.1 All invoices will be paid net thirty (30) days from shipment by Seller.

6. SEVERABILITY

6.1 If any provision of this Agreement is found to be illegal or unenforceable,

Such provision shall be deemed not to part of this Agreement and this Agreement shall continue in full force and effect, but shall be interpreted to give effect to the extent feasible to the original written intent of the parties.

7. ENTIRE AGREEMENT

7.1 This Agreement sets forth the entire Agreement between Seller and Buyer with respect to Product. This Agreement supercedes and cancels all prior and contemporaneous agreements and understanding between the parties, whether oral or written, relating to this product. Exhibit A attached hereto is made a part hereof and are incorporated herein by reference.

8. CONTROLLING LAW

8.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Texas.

IN WITNESS WHEREOF the duly authorized parties hereto as of the date first set forth above have duly executed this Agreement.

MARTIN GAS SALES LLC

By: Martin Resource Management Corporation

Its Sole Member

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

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, III
Name:  Ruben S. Martin, III
Title: President

                                         Typical                 Guaranteed Maximum
       Element                           Analysis                       98%
       -------                           --------                ------------------
        H2S04                              98.5%                    97.8 - 99.5%

        H2S04                              93.5%                    92.8 - 94.2%

      Iron (Fe)                            15 ppm                        50 ppm

Sulphur Dioxide (SO(2))                   <25 ppm                        50 ppm

      Nitrates                              5 ppm                       <50 ppm

    Heavy Metals                           <5 ppm                        20 ppm

EXHIBIT 10.11

MARTIN MIDSTREAM PARTNERS L.P.
LONG-TERM INCENTIVE PLAN

SECTION 1. Purpose of the Plan.

The Martin Midstream Partners L.P. Long-Term Incentive Plan (the "Plan") is intended to promote the interests of Martin Midstream Partners L.P., a Delaware limited partnership (the "Partnership"), by providing to Employees and Directors of Martin Midstream GP LLC, a Delaware limited liability company (the "Company") and its Affiliates who perform services for the Partnership, incentive compensation awards for superior performance that are based on Units. The Plan is also contemplated to enhance the ability of the Company and its Affiliates to attract and retain the services of individuals who are essential for the growth and profitability of the Partnership and to encourage them to devote their best efforts to the business of the Partnership, thereby advancing the interests of the Partnership.

SECTION 2. Definitions.

As used in the Plan, the following terms shall have the meanings set forth below:

"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.

"Award" means an Option or Phantom Unit granted under the Plan, and shall include any DER granted with respect to a Phantom Unit.

"Award Agreement" means the agreement entered into between the Partnership and the Participant evidencing the terms and conditions of the Award.

"Board" means the Board of Directors of the Company.

"Change in Control" shall be deemed to have occurred upon the occurrence of one or more of the following events: (i) any sale, lease, exchange or other transfer (in one or a series of related transactions) of all or substantially all of the assets of the Partnership, the Company or the Operating Partnership to any Person or its Affiliates, other than the Partnership, the Company or any of their Affiliates, (ii) any merger, reorganization, consolidation or other transaction pursuant to which more than 50% of the combined voting power of the equity interests in either the Company or Martin Resource Management Corporation ceases to be owned by Persons who own such interests, respectively, as of the date immediately prior to the effective date of the initial public offering of Units, or (iii) the general partner (whether the Company or any other Person) of the Partnership ceases to be an Affiliate of Martin Resource Management Corporation.

"Committee" means the Compensation Committee of the Board or such other committee of the Board appointed by the Board to administer the Plan.

"DER" means a right, granted in tandem with a Phantom Unit, to receive an amount in cash equal to, and at the same time as, the cash distributions made by the Partnership with respect to a Unit during the period such Phantom Unit is outstanding.

"Director" means a member of the Board or the board of directors or managers of an Affiliate who is not an Employee.

"Employee" means any employee of the Company or an Affiliate, as determined by the Committee.

"Exchange Act" means the Securities Exchange Act of 1934.

"Fair Market Value" means the closing sales price of a Unit on the date of determination (or if there is no trading in the Units on such date, the closing sales price on the last date the Units were traded) as reported in The Wall Street Journal (or other reporting service approved by the Committee). In the event Units are not publicly traded at the time a determination of Fair Market Value is required to be made hereunder, the determination of Fair Market Value shall be made in good faith by the Committee.

"Option" means an option to purchase Units granted under the Plan.

"Participant" means any Employee or Director granted an Award under the Plan.

"Partnership Agreement" means the Amended and Restated Agreement of Limited Partnership of Martin Midstream Partners L.P.

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

"Phantom Unit" means a phantom (notional) unit granted under the Plan which upon vesting entitles the Participant to receive a Unit or an amount of cash equal to the Fair Market Value of a Unit, whichever is determined by the Committee.

"Plan" means this Martin Midstream Partners L.P. Long-Term Incentive Plan, as amended from time to time.

"Restricted Period" means the period established by the Committee with respect to an Award during which the Award remains subject to forfeiture (i.e., it is not vested) and is not exercisable by or payable to the Participant; provided, however, that the Restricted Period with respect to any Award may not terminate prior to the end of the Subordination Period (as defined in the Partnership Agreement) except (i) at the same time and in the same proportion as subordinated units are converted into Units, or (ii) upon a Change in Control.

"Rule 16b-3" means Rule 16b-3 promulgated by the SEC under the Exchange Act, or any successor rule or regulation thereto as in effect from time to time.

"SEC" means the Securities and Exchange Commission, or any successor thereto.

"Unit" means a Common Unit of the Partnership.

SECTION 3. Administration.

The Plan shall be administered by the Committee. A majority of the Committee shall constitute a quorum, and the acts of the members of the Committee who are present at any meeting thereof at which a quorum is present, or acts unanimously approved by the members of the Committee in writing, shall be the acts of the Committee. Subject to the following and any applicable law, the Committee, in its sole discretion, may delegate any or all of its powers and duties under the Plan (provided the Chief Executive Officer is a member of the Board), including the power to grant Awards under the Plan, to the Chief Executive Officer of the Company (provided that the Chief Executive Officer is a member of the Board), subject to such limitations on such delegated powers and duties as the Committee may impose, if any. Upon any such delegation all references in the Plan to the "Committee", other than in Section 7, shall be deemed to include the Chief Executive Officer; provided, however, that such delegation shall not limit the Chief Executive Officer's right to receive Awards under the Plan. Notwithstanding the foregoing, the Chief Executive Officer may not grant Awards to, or take any action with respect to any Award previously granted to, himself, a person who is an officer subject to Rule 16b-3 or a member of the Board (including the Chief Executive Officer). Subject to the terms of the Plan and applicable law, and in addition to other express powers and authorizations conferred on the Committee by the Plan, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to a Participant; (iii) determine the number of Units to be covered by Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled, exercised, canceled, or forfeited; (vi) interpret and administer the Plan and any instrument or agreement relating to an Award made under the Plan; (vii) establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (viii) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive, and binding upon all Persons, including the Company, the Partnership, any Affiliate, any Participant, and any beneficiary of any Award.

SECTION 4. Units.

(a) Units Available. Subject to adjustment as provided in Section 4(c), the number of Units with respect to which (i) Phantom Units may be granted under the Plan is 241,667 and (ii) the number of Units with respect to which Options may be granted under the Plan is 483,333. If any Option or Phantom Unit is forfeited or otherwise terminates or is canceled without the

delivery of Units, then the Units covered by such Award, to the extent of such forfeiture, termination or cancellation, shall again be Units with respect to which an Option or Phantom Unit, as the case may be, may be granted.

(b) Sources of Units Deliverable Under Awards. Any Units delivered pursuant to an Award shall consist, in whole or in part, of Units acquired in the open market, from any Affiliate, or from the Partnership, or any combination of the foregoing, as determined by the Committee in its discretion.

(c) Adjustments. In the event that the Committee determines that any distribution (whether in the form of cash, Units, other securities, or other property), recapitalization, split, reverse split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Units or other securities of the Partnership, issuance of warrants or other rights to purchase Units or other securities of the Partnership, or other similar transaction or event affects the Units such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Units (or other securities or property) with respect to which Awards may be granted, (ii) the number and type of Units (or other securities or property) subject to outstanding Awards, and (iii) the grant or exercise price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award; provided, that the number of Units subject to any Award shall always be a whole number.

SECTION 5. Eligibility.

Any Employee who performs services for the benefit of the Partnership as determined by the Committee, or any Director shall be eligible to be designated a Participant and receive an Award under the Plan.

SECTION 6. Awards.

(a) Options. The Committee shall have the authority to determine the Employees and Directors to whom Options shall be granted, the number of Units to be covered by each Option, the purchase price therefor, the Restricted Period and the conditions and limitations applicable to the exercise of the Option, including the following terms and conditions and such additional terms and conditions, as the Committee shall determine, that are not inconsistent with the provisions of the Plan.

(i) Exercise Price. The purchase price per Unit purchasable under an Option shall be determined by the Committee at the time the Option is granted and may not be less than its Fair Market Value as of the date of grant.

(ii) Time and Method of Exercise. The Committee shall determine the Restricted Period with respect to an Option, which may include, without limitation, accelerated vesting upon the achievement of specified performance goals, and the method

or methods by which payment of the exercise price with respect thereto may be made or deemed to have been made, which may include, without limitation: (a) cash, (b) check acceptable to the Company, (c) a "cashless-broker" exercise through procedures approved by the Company,
(d) a full recourse note from the Participant in a form acceptable to the Company, provided that such note shall bear a "market" rate of interest to preclude variable accounting for financial accounting purposes, and shall not be made to any Director or executive Employee of the Company, Partnership or any Affiliate, or (e) any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price.

(iii) Forfeiture. Except as otherwise provided in the terms of the Option grant, upon termination of a Participant's employment with the Company and its Affiliates or membership on the Board, whichever is applicable, for any reason during the applicable Restricted Period, all Options shall be forfeited by the Participant. The Committee may, in its discretion, waive in whole or in part such forfeiture with respect to a Participant's Options.

(b) Phantom Units. The Committee shall have the authority to determine the Employees and Directors to whom Phantom Units shall be granted, the number of Phantom Units to be granted to each such Participant, the Restricted Period, the conditions under which the Phantom Units may become vested or forfeited, which may include, without limitation, the accelerated vesting upon the achievement of specified performance goals, and such other terms and conditions as the Committee may establish with respect to such Awards including whether DERs are granted with respect to such Phantom Units.

(i) DERs. Phantom Units granted under the Plan may include a tandem DER grant.

(ii) Forfeiture. Except as otherwise provided in the terms of the Phantom Units grant, upon termination of a Participant's employment with the Company and its Affiliates or membership on the Board, whichever is applicable, for any reason during the applicable Restricted Period, all Phantom Units shall be forfeited by the Participant. The Committee may, in its discretion, waive in whole or in part such forfeiture with respect to a Participant's Phantom Units.

(iii) Lapse of Restrictions. Upon or as soon as reasonably practical following the vesting of each Phantom Unit, the Participant shall be entitled to receive from the Company one Unit or cash equal to the Fair Market Value of a Unit, as determined by the Committee in its discretion.

(c) General.

(i) Awards May Be Granted Separately or Together. Awards may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution for any other Award granted under the Plan or any award granted under any other plan of the Company or any Affiliate. Awards granted in addition to or in

tandem with other Awards or awards granted under any other plan of the Company or any Affiliate may be granted either at the same time as or at a different time from the grant of such other Awards or awards.

(ii) Limits on Transfer of Awards.

(A) Except as provided in (C) below, each Option shall be exercisable only by the Participant during the Participant's lifetime, or by the person to whom the Participant's rights shall pass by will or the laws of descent and distribution.

(B) Except as provided in (C) below, no Award and no right under any such Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate.

(C) To the extent specifically provided by the Committee in any Award Agreement, an Option may be transferred by a Participant without consideration to immediate family members or related family trusts, limited partnerships or similar entities but only on such terms and conditions as the Committee may from time to time establish.

(iii) Term of Awards. The term of each Award shall be for such period as may be determined by the Committee.

(iv) Unit Certificates. All certificates for Units or other securities of the Partnership delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the SEC, any stock exchange upon which such Units or other securities are then listed, and any applicable federal or state laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

(v) Consideration for Grants. Awards may be granted for such consideration, including services, as the Committee determines.

(vi) Delivery of Units or other Securities and Payment by Participant of Consideration. Notwithstanding anything in the Plan or any grant agreement to the contrary, delivery of Units pursuant to the exercise or vesting of an Award may be deferred for any period during which, in the good faith determination of the Committee, the Company is not reasonably able to obtain Units to deliver pursuant to such Award without violating the rules or regulations of any applicable law or securities exchange. No Units or other securities shall be delivered pursuant to any Award until payment in full of any amount required to be paid pursuant to the Plan or the applicable Award Agreement
(including, without limitation, any exercise price or tax withholding) is received by the Company. Such payment may be made by such method or methods and

in such form or forms as the Committee shall determine, including, without limitation, cash, other Awards, withholding of Units, cashless-broker exercises with simultaneous sale, or any combination thereof; provided that the combined value, as determined by the Committee, of all cash and cash equivalents and the Fair Market Value of any such Units or other property so tendered to the Company, as of the date of such tender, is at least equal to the full amount required to be paid to the Company pursuant to the Plan or the applicable Award agreement.

(vii) Change in Control. Upon a Change in Control or such period prior thereto as may be established by the Committee, all Awards shall automatically vest and become payable or exercisable, as the case may be, in full. In this regard, all Restricted Periods shall terminate and all performance criteria, if any, shall be deemed to have been achieved at the maximum level. To the extent an Option is not exercised upon a Change in Control, the Committee may, in its discretion, cancel such Award without payment or provide for a replacement grant with respect to such Award on such terms as it deems appropriate.

SECTION 7. Amendment and Termination.

Except to the extent prohibited by applicable law:

(a) Amendments to the Plan. Except as required by the rules of the principal securities exchange on which the Units are traded and subject to
Section 7(b) below, the Board or the Committee may amend, alter, suspend, discontinue, or terminate the Plan in any manner, including increasing the number of Units available for Awards under the Plan, without the consent of any partner, Participant, other holder or beneficiary of an Award, or other Person; provided, however, that no amendment to the Plan may be made without the approval of a Unit Majority (as defined in the Partnership Agreement) that would accelerate vesting to prior to the end of the Subordination Period, except as provided in the current definition of Restricted Period.

(b) Amendments to Awards. Subject to Section 7(a), the Committee may waive any conditions or rights under, amend any terms of, or alter any Award theretofore granted, provided no change, other than pursuant to Section 7(c), in any Award shall materially reduce the benefit to a Participant without the consent of such Participant.

(c) Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. The Committee is hereby authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 4(c) of the Plan) affecting the Partnership or the financial statements of the Partnership, or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.

SECTION 8. General Provisions.

(a) No Rights to Award. No Person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Participants. The terms and conditions of Awards need not be the same with respect to each recipient.

(b) Withholding. The Company or any Affiliate is authorized to withhold from any Award, from any payment due or transfer made under any Award or from any compensation or other amount owing to a Participant the minimum required amount of any applicable federal and state income and employment taxes payable in respect to the grant of an Award, its exercise, or any payment or transfer under an Award or under the Plan. Such withholding shall, at the sole discretion of the Committee, consist in whole or in part of: cash, Units, Units that would otherwise be issued pursuant to such Award or other property.

(c) No Right to Employment. The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of the Company or any Affiliate or to remain on the Board, as applicable. Further, the Company or an Affiliate may at any time dismiss a Participant from employment, free from any liability or any claim under the Plan.

(d) Governing Law. The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Delaware without regard to its conflict of laws principles.

(e) Severability. If any provision of the Plan or any Award becomes invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award and the remainder of the Plan and any such Award shall remain in full force and effect.

(f) Other Laws. The Committee may refuse to issue or transfer any Units or other consideration under an Award if, in its sole discretion, it determines that the issuance or transfer of such Units or such other consideration might violate any applicable law or regulation, the rules of the principal securities exchange on which the Units are then traded, or entitle the Partnership or an Affiliate to recover the same under Section 16(b) of the Exchange Act, and any payment tendered to the Company by a Participant, other holder or beneficiary in connection with the exercise of such Award shall be promptly refunded to the relevant Participant, holder or beneficiary.

(g) No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any participating Affiliate and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any participating Affiliate pursuant to an award, such right shall be no greater than the right of any general unsecured creditor of the Company or any participating Affiliate.

(h) No Fractional Units. No fractional Units shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional Units or whether such fractional Units or any rights thereto shall be canceled, terminated, or otherwise eliminated.

(i) Headings. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

(j) Facility of Payment. Any amounts payable hereunder to any person under legal disability or who, in the judgment of the Committee, is unable to properly manage his financial affairs, may be paid to the legal representative of such person, or may be applied for the benefit of such person in any manner that the Committee may select, and the Company shall be relieved of any further liability for payment of such amounts.

(k) Gender and Number. Words in the masculine gender shall include the feminine gender, the plural shall include the singular and the singular shall include the plural.

SECTION 9. Term of the Plan.

The Plan shall be effective on the date of its approval by the Board and shall continue until the date terminated by the Board or the date Units are no longer available for the payment of Awards under the Plan, whichever occurs first. However, unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award granted prior to such termination, and the authority of the Board or the Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award or to waive any conditions or rights under such Award, shall extend beyond such termination date.

EXHIBIT 10.12

EXECUTION COPY

ASSIGNMENT AND ASSUMPTION OF LEASE AND SUBLEASE

This ASSIGNMENT AND ASSUMPTION OF LEASE AND SUBLEASE (this "Assignment") is dated effective as of 12:01 a.m. on November 1, 2002 (the "Effective Time"), by and among Martin Gas Sales LLC, a Texas limited liability company formerly known as Martin Gas Sales, Inc., a Texas corporation, prior to its conversion to a limited liability company under Article 5.17 of the Texas Business Corporation Act (the "Assignor"), and Martin Operating Partnership L.P., A Delaware limited partnership ("Assignee").

WITNESSETH

WHEREAS, the Tampa Port Authority, a body politic and corporate under and by virtue of the Laws of the State of Florida, and of Hillsborough County, and, as the governing body of the Hillsborough County Port District, as landlord ("Landlord"), and Assignor, as tenant, are parties to that certain Lease Agreement, dated as of December 16, 1976, as amended by eight amendments thereto, including the Consent to Assignment and Attornment Agreement dated March 30, 1995, between, the Tampa Port Authority, Martin Gas Sales, Inc., and Boliden Chemicals, Inc., (which Lease Agreement, together with all modifications, amendments and supplements thereto, is hereinafter referred to collectively as the "Lease"), a copy of which is attached hereto as Exhibit A, pursuant to which Landlord leases to Assignor, and Assignor leases from Landlord, the property situated in Hillsborough County, Florida, and commonly referred to as "4118 Pendola Point Road," consisting of approximately 9.94 acres as more particularly described and set forth in Exhibit "A" to the Lease (the "Premises");

WHEREAS, Tenant has subleased a portion of the Premises (such portion referred to herein as the "Subleased Premises") to CF Martin Sulphur, LP, a Delaware limited partnership ("CF"), pursuant to that certain Sublease Agreement between Tenant and CF, dated as of November 22, 2000 (the "Sublease"), a copy of which is attached as Exhibit B;

WHEREAS, pursuant to the terms of that certain Contribution, Conveyance and Assumption Agreement, dated as of the Effective Time, to which Assignor and Assignee are parties, Assignee is acquiring Assignor's right, title and interest in and to certain assets of Assignor, including all right, title and interest in, to and under the Lease and the Sublease, including Assignor's post Effective Time liabilities and obligations under the Lease and the Sublease;

WHEREAS, in connection with the foregoing, Assignor desires to assign the Lease and the Sublease to Assignee, and Assignee desires to accept the assignment of the Lease and the Sublease from Assignor and to assume and be bound by all of the terms, conditions, provisions, obligations, covenants and duties of Assignor under the Lease and the Sublease from and after the Effective Time; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby covenant and agree as follows:

1. Assignment. As of the Effective Time, Assignor hereby grants, assigns and transfers to Assignee, its successors and assigns, all of Assignor's right, title and interest in, to and under the Lease and the Sublease (including, without limitation, any options under the Lease and the Sublease and any rights to extend or renew the Lease and the Sublease), and Assignee accepts from Assignor all of Assignor's right, title and interest in, to and under the Lease and the Sublease.

2. Assumption of Obligations. As of the Effective Time, Assignee hereby assumes and agrees to be bound by and to perform and fulfill all of the terms, conditions, provisions, obligations, covenants and duties required to be performed and fulfilled by Assignor under the Lease and the Sublease from and after the Effective Time as if Assignee was an original party thereto, including, without limitation, any and all post Effective Time payment or performance obligations due under the Lease and the Sublease.

3. Representations of Assignor. Assignor represents to Assignee as follows:

a. The Lease and the Sublease attached hereto as Exhibit A, and Exhibit B, respectively, are true, correct and complete copies of the Lease and the Sublease;

b. The Lease and the Sublease are in full force and effect and have not been modified, amended or supplemented except as set forth therein;

c. Other than the Lease, there are no other agreements, whether written or oral, between Landlord and Assignor regarding the Premises or Assignor's obligations thereunder;

d. Other than the Sublease and that certain Easement Agreement between Sublessee and Tenant dated as of November 22, 2000, there are no other agreements, whether written or oral, between Assignor and Sublessee regarding the Subleased Premises or Assignor's or Sublessee's obligations thereunder;

e. No default or breach by Assignor or Landlord has occurred and is continuing under the Lease, and no event has occurred and is continuing which, with or without the giving of notice or the lapse of time, or both, would constitute a default thereunder;

f. No default or breach by Assignor or Sublessee has occurred and is continuing under the Sublease, and no event has occurred and is continuing which, with or without the giving of notice or the lapse of time, or both, would constitute a default thereunder;

g. The current term of the Lease expires on December 15, 2006, unless sooner terminated (or extended) as provided in the Lease;

h. The current term of the Sublease expires on December 14, 2006, unless sooner terminated (or extended) as provided in the Sublease; and

i. To Assignor's knowledge, neither Landlord nor Sublessee has filed a petition in bankruptcy or has been subject to an involuntary petition in bankruptcy which has been dismissed or made an assignment for the benefit of creditors.

4. Successors and Assigns. This Assignment shall be binding on and inure to the benefit of the parties hereto, and their respective successors and assigns, provided that this Section 4 shall not be construed to permit any future assignments of the Lease or the Sublease or any subletting of the Premises or the Subleased Premises except as expressly permitted by the Lease or the Sublease, as the case may be.

5. Counterparts. This Assignment may be signed in counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument.

6. Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of Florida.

IN WITNESS WHEREOF, the parties hereto have executed this assignment as of the Effective Time.

ATTEST:                                     ASSIGNOR:

                                            MARTIN GAS SALES LLC
By: /s/ Chad D. Burkardt
      Name: Chad D. Burkhardt               By: Martin Resource Management Corporation
                                                Its Sole Member

ATTEST:
                                                By: /s/ Robert Bondurant
                                                    Robert Bondurant
                                                    Chief Financial Officer
By: /s/ Adam Gallegos
      Name: Adam Gallegos


ATTEST:                                              ASSIGNEE:

                                                     MARTIN OPERATING PARTNERSHIP L.P.
By: /s/ Chad D. Burkhardt
      Name: Chad D. Burkhardt               By:      Martin Operating GP LLC
                                                             Its General Partner

ATTEST:                                                      By:     Martin Resource LLC
                                                                     Its Sole Member

By: /s/ Adam Gallegos                                                By:    Martin Resource Management Corporation
      Name: Adam Gallegos                                                   Its Sole Member


                                                                            By: /s/ Robert Bondurant
                                                                                  Robert Bondurant
                                                                                 Chief Executive Officer

STATE OF TEXAS, COUNTY OF DALLAS, TO WIT:

On this 1st day of November, 2002, before me, a notary public of said State and County, personally appeared Robert Bondurant, who acknowledged himself to be Chief Financial Officer of Martin Resource Management Corporation, the sole member of Martin Gas Sales LLC and that he being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the limited liability company by himself as an officer thereof.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

                                                  /s/ Adam Gallegos
                                                  Notary Public
My Commission Expires: 10-17-2004

STATE OF TEXAS, COUNTY OF DALLAS, TO WIT:

On this 1st day of November, 2002, before me, a notary public of said State and County, personally appeared Robert Bondurant, who acknowledged himself to be Chief Financial Officer of Martin Resource Management Corporation, the sole member of Martin Resource LLC, the sole member of Martin Operating GP LLC, the general partner of Martin Operating Partnership L.P., and that he, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the company by himself as noted above.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

                                                    /s/ Adam Gallegos
                                                    Notary Public
My Commission Expires: 10-17-2004

EXHIBIT A

THE LEASE

[TAMPA PORT AUTHORITY LETTERHEAD]

Landlord: Tampa Port Authority ("LANDLORD")

Tenant:   Martin Gas Sales, Inc ("TENANT")

Premises: All that certain parcel or parcels of land, the same being
          situated in Hillsborough County, Florida, and commonly
          referred to as "4118 Pendola Point Road", consisting of
          approximately 9.94 acres as more particularly described and
          set forth in Exhibit "A" of that certain ground lease
          agreement dated December 16, 1976. (the "PREMISES").

Gentlemen:

The Tampa Port Authority is the current Landlord under the Lease. We give you this certificate to permit you to rely on it as conclusive evidence of the matters stated below. We warrant and represent to you as follows:

1. Attached hereto as Schedule A is a true, correct and complete copy of the Lease, including all amendments and modifications. The attached lease documents represent the entire agreement between Landlord and Tenant as of the date of this certificate and the Lease has not been otherwise assigned, amended, supplemented or modified except for the Landlord's consent to a sublease with CF Martin Sulphur, LP, a Delaware limited partnership, for operation of the sulphur facilities on the site. The Lease is the only lease between the Tenant and the Landlord affecting the Premises.

2. On the date of this certificate the Lease is in full force and effect according to its terms.

3. No action or proceeding has been instituted by the Landlord against the Tenant under the Lease in any federal or state court, and on the date of this certificate, the Landlord has no actual knowledge of a default by the Tenant under the Lease. The Landlord has not examined the Premises to verify the condition thereof or to verify that no nonmonetary defaults exist. Landlord has not given or received a notice of default under the Lease.

4. Landlord hereby acknowledges that the Tenant intends to sublease a portion of the Premises to CF Martin Sulphur LP pursuant to the terms of the document attached hereto as Schedule A-1 (the "Sublease"). The Landlord has consented to the grant of the Sublease.

5. The person signing this letter on behalf of Landlord is a duly authorized agent of the Landlord.

We understand that you will rely on the certifications set forth above.

Sincerely,

LANDLORD:

TAMPA PORT AUTHORITY, a body politic and
corporate under and by virtue of the Laws of
the State of Florida, and of Hillsborough
County, and, as the governing body of the
Hillsborough County Port District

By: /s/ [ILLEGIBLE]
   -----------------------------------
 Name: [ILLEGIBLE]
      --------------------------------
 Title: [ILLEGIBLE]
       -------------------------------

CEK:bap

AMENDMENT NO. 8 TO AGREEMENT OF LEASE

This Amendment No. 8 to Agreement of Lease ("AMENDMENT") made and entered into as of this 16th day of December, 1996, by and between the TAMPA PORT AUTHORITY, a body politic and corporate organized and existing under the laws of the State of Florida ("LESSOR"), and MARTIN GAS SALES, INC., a Texas corporation ("LESSEE"), successor in interest to Boliden Chemicals, Inc., a Delaware corporation.

WITNESSETH:

WHEREAS, the Lessee currently leases approximately ten (10) acres of land at Port Sutton ("PREMISES") from Lessor under the terms and provisions of a December 16, 1976 Agreement of Lease ("ORIGINAL LEASE"), as amended on May 21, 1980 ("FIRST AMENDMENT"), October 10, 1980 ("SECOND AMENDMENT") August 15, 1984 ("THIRD AMENDMENT") July 13, 1987 ("FOURTH AMENDMENT"), December 5, 1988 ("FIFTH AMENDMENT"), February 16, 1989 ("SIXTH AMENDMENT"), May 13, 1992 ("SEVENTH AMENDMENT") and March 30, 1995 (Original Lease, as amended, is collectively referred to as the "LEASE"); and,

WHEREAS, Paragraph 23 of the Lease provides that the Lessee shall have the option to extend the Lease for ten (10) years and provides that in the event of an extension, the rental rate, the inbound and outbound wharfage guarantees and the minimum charge relative to the Vessel Moorings System shall be increased in the manner set forth in Paragraph 23; and,

WHEREAS, Lessee has notified the Lessor of its intent to exercise the final ten (10) year renewal term; and,

WHEREAS, the parties wish to amend the Lease to document the ten (10) year renewal term, to increase the rental rate, the wharfage guarantees, and the Vessel Moorings System charge, and to modify Lessee's permitted use of the Premises to allow for Lessee's handling of anhydrous ammonia at the Premises.

NOW, THEREFORE, in consideration of the covenants contained herein and the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby covenant and agree as follows:

1. All of the foregoing recitals are incorporated by reference to the same force and effect as if repeated in this Paragraph.

2. The term of the Lease is hereby extended ten (10) years commencing on December 16, 1996 and ending on December 15, 2006.

3. The first sentence of Paragraph 3 of the Original Lease is hereby deleted and replaced with the following sentence:

The leased premises shall be used solely and only for the storage and handling of petroleum products, sulfuric acid, molten sulphur, asphalt and derivatives thereof and anhydrous ammonia.

4. The Lease, as amended by Article 3, Paragraph 1(a)(i) of the First Amendment, Article 2 of the Fourth Amendment, Article 2 of the Fifth Amendment, and Article 2 of the Seventh Amendment, is further amended to provide that:

The bare land rental rate shall be increased to $84,480.00 annually, to be paid in twelve (12) equal monthly installments of $7,040.00, together with any applicable sales and/or rental tax due thereon, due and payable in advance of each month.

5. This Lease, as amended by Article 3, Paragraph 1(a)(ii) of the First Amendment, Article 2 of the Second Amendment, Article 3 of the Fourth Amendment, Article 3 of the Fifth Amendment, Article 2 of the Sixth Amendment and Article 3 of the Seventh Amendment, is further amended to provide that:

The wharfage rate for petroleum products, sulfuric acid, and anhydrous ammonia shall be assessed at the established rate of the Tampa Port Authority's tariffs, as amended from time to time, and shall apply towards Lessee's minimum annual wharfage guarantees.

Once Lessee has reached its outbound wharfage guarantee limit, the applicable outbound wharfage rate shall be reduced to fifty percent (50%) of the Tampa Port Authority's tariff rate for the remaining portion of the Lease year.

Wharfage Guarantees shall be increased as follows:

a. The wharfage guarantee for inbound movements of petroleum products, sulfuric acid, molten sulphur, asphalt and derivatives thereof and anhydrous ammonia shall be $84,480.00 annually, together with any applicable sales or other tax due thereon.

b. The wharfage guarantee for outbound movements of petroleum products, sulfuric acid, molten sulphur, asphalt and derivatives thereof and anhydrous ammonia shall be $18,665.00 annually, together with any applicable sales or other tax due thereon.

6. The Lease, as amended by Article 3, Paragraph 2(b) of the First Amendment, Article 3 of the Second Amendment, Article 4 of the Fifth Amendment, and Article 4 of the Seventh Amendment, is further amended to provide that the Vessel Mooring Charge (in lieu of dockage charge) shall be $32,920.00 annually, together with any applicable sales or other tax due thereon.

7. Except as herein expressly amended, all other terms, conditions and covenants of the Lease, as previously amended, shall remain the same.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers on the day and year first above written.

Signed, sealed and delivered              TAMPA PORT AUTHORITY
in the presence of:
                                          By: /s/ ROBERT N. STEINER
/s/ [ILLEGIBLE]                               -------------------------------
-----------------------------------           ROBERT N. STEINER
                                              Its: Port Director
/s/ [ILLEGIBLE]
-----------------------------------       MARTIN GAS SALES, INC., a
                                          Texas corporation
/s/ [ILLEGIBLE]
-----------------------------------       By: /s/ RUBEN S. MARTIN, III
                                              -------------------------------
/s/ JAMES E. McINTYRE                             RUBEN S. MARTIN, III
-----------------------------------               Its: President

                                              [CORPORATE SEAL]

CONSENT TO ASSIGNMENT AND ATTORNMENT AGREEMENT

Subject to the terms and conditions hereinafter set forth, TAMPA PORT AUTHORITY ("Lessor") hereby consents to the Assignment and Assumption Agreement between BOLIDEN CHEMICALS, INC., ("BCI"), whose address is 3379 Peachtree Road, Suite 300, Atlanta, GA 30326 and MARTIN GAS SALES, INC., ("Lessee"), whose address is P. O. Box 191, Kilgore, TX 75663-0192, dated March 28, 1995 ("Assignment") and attached hereto as Exhibit "A," upon the following terms and conditions:

Background

A. BCI currently leases approximately ten (10) acres of land situated in Tampa, Florida ("Premises") from Lessor under the terms and provisions of a December 16, 1976 Lease Agreement, as amended May 21, 1980, October 10, 1980, August 15, 1984, July 13, 1987, December 5, 1988, February 16, 1989, and May 13, 1992 ("collectively referred to as the Lease"):

B. This Consent is required by the Lease, and issued at the express request of BCI and Martin Gas Sales, Inc. This Consent replaces BCI with Martin Gas Sales, Inc. as "Lessee" under the Lease from and after the effective date of the Assignment and does not in any way expand the obligations of BCI under the Lease existing prior to the effective date of this Consent.

C. The basic rent, supplemental payments and other fees currently payable by BCI to Lessor pursuant to the Lease are as follows:

1. Bare Land Rent: $66,948.00 ann./$5,579.00 mo.

2. Wharfage Rate: The wharfage rate for petroleum and sulphuric acid shall be assessed at the Tampa Port Authority's established rate and shall apply toward Lessee's minimum annual wharfage guarantees.

Once Lessee has reached its outbound wharfage guarantee limit the applicable outbound wharfage rate shall be reduced to fifty (50) percent of the tariff rate for the remaining portion of the lease year.

3. Wharfage Guarantee:

a. The wharfage guarantee for inbound movements of petroleum and sulphuric acid products shall be $66,948.00 annually.

b. The wharfage guarantee for outbound movements of petroleum and sulphuric acid products shall be $14,784.00 annually.

4. Vessel Mooring Charge:

Vessel Mooring Charge (in lieu of dockage charge) shall be $26,088.00 annually, to be paid monthly in advance at a rate of $2,174.00.

Terms and Conditions of Consent

The Assignment is hereby approved by Lessor, subject to the terms of the Lease and the terms of this Consent:

1. The Lease, as described above, is in full force and effect and, to Lessor's knowledge, no default exists thereunder.

2. Lessor hereby consents to the Assignment, provided that the consent of Lessor evidenced hereby is subject to the following:

a) Unless otherwise expressly stated in this Consent, nothing in the Assignment shall supersede or limit the continued effectiveness of the provisions of the Lease, which provisions remain in full force and effect. In the event of any conflict between the provisions of the Lease and the Assignment, the Lease shall control.

b) The execution and delivery of this Consent shall not affect the rights of Lessor under the Lease with respect to future subleases, transfers or assignments of the Lease.

c) Lessor shall be entitled to prompt written notice from Lessee and BCI of any amendment, modification, or termination of the Assignment by either party thereto.

d) Notwithstanding the execution and delivery of this Consent, no person or entity, heretofore so liable in whole or in part, is to be deemed released hereby from liability to Lessor for the full and due performance of the Lease, provided that Lessor agrees to look first to Martin Gas Sales Inc., as Lessee, for fulfillment of all performance obligations applicable to Lessee under the Lease from and after the effective date of the Assignment, and shall seek such performance from BCI under the Lease only in the event Lessee fails or refuses in such performance, and, provided further, as between Lessor and BCI but not otherwise, that BCI shall be fully released and forever discharged from all obligations under the Lease as of and from and after the Lease expiration date, i.e., December 15, 1996, except for any costs and expenses, including attorneys' fees resulting from any violations of federal, state or local laws, statutes, rules, regulations or ordinances during the term of the Lease up to March 28, 1995.

e) No provision of the Assignment shall be held to impose upon Lessor any obligations or liabilities not expressly provided for in the Lease.

3. Notwithstanding any contrary provision of the Lease:

(A) Paragraph No. 7 of the Agreement of Lease is hereby amended by adding with the following:

INSURANCE

During the life of this Lease, from and after March 28, 1995, Lessee shall provide, pay for, and maintain with insurance companies satisfactory to the Lessor, the types of insurance described herein.

(a) Insurance Requirements. All insurance shall be from responsible insurance companies eligible to do business in the State of Florida. All Liability Policies shall provide that the Lessor is an Additional Insured as to the operations of Lessee under this Lease and shall also provide the Severability of Interest Provision. The insurance coverages and the limits required must be evidenced by properly executed Certificates of Insurance on forms which are to be furnished by the Lessor. The Certificate must be personally manually signed

by the Authorized Representative of the insurance company shown in the Certificate with proof that he/she is an authorized representative thereof. In addition, certified, true and exact copies of all insurance policies required shall be provided the Lessor, on a timely basis, if requested by the Lessor. The required policies of insurance shall be performable in Hillsborough County, Florida, and shall be construed in accordance with the laws of the State of Florida.

Thirty (30) days prior written notice by registered or certified mail shall be given the Lessor of any cancellation, intent not to renew, or reduction in the policies' coverage amount in the application of the Aggregate Limits Provisions. In the event of a reduction in any Aggregate Limit, Lessee shall take immediate steps to have it reinstated to not less than the minimum amount specified in the Lease. If at any time the Lessor requests a written statement from the insurance company as to any impairments to the Aggregate Limit, Lessee shall promptly authorize and have delivered such statement to the Lessor. Lessee shall make up any impairment when known to it to the extent necessary to maintain the minimum Aggregate Limit specified above. Lessee authorizes the Lessor and its Insurance Consultant to confirm all information furnished the Lessor, as to its compliance with its Bond and Insurance Requirements, with Lessee's insurance agents, brokers, surety and insurance carriers. All insurance coverages of Lessee shall be primary to any insurance or self-insurance program carried by the Lessor for this Lease.

No occupancy of the Premises shall commence at the Premises unless and until the required Certificates of Insurance are in effect.

If any General Liability Insurance required herein is to be issued or renewed on a "claims made" form as opposed to the "occurrence" form, the retroactive date for coverage shall be no later than the date of the Assignment of the Lease. In addition, Lessee covenants that in the event of cancellation or non-renewal of any such policy, or if any such policy is replaced with a new policy that does not have an effective commencement date which is the same as the date of the Assignment, then Lessee shall obtain such coverage as shall be necessary for the discovery period for insurance claims (Tail Coverage) under such non-renewal or cancelled policy to be not less than the applicable Statutes of Limitations.

All of the required insurance coverages shall be issued as required and policies shall be endorsed, where necessary, to comply with the minimum requirements contained herein. Renewal Certificates of Insurance on the Lessor's form must be provided the Lessor ten (10) days prior to expiration of current coverages so that there shall be no interruption in Lessee's occupancy due to lack of proof of the insurance coverages required of Lessee in this Lease. Should at any time Lessee not provide or maintain the insurance coverages required in this Lease, the lessor may terminate or suspend this Lease.

The amounts and types of insurance shall conform to the following minimum requirements with the use of Insurance Service Office (ISO) policies, forms, and endorsements or broader where applicable. Notwithstanding the foregoing, the wording of all policies, forms and endorsements must be acceptable to the Lessor.

(b) Insurance Coverages and Limits.

(1) Commercial General Liability Insurance shall be maintained by Lessee. Coverage shall include but not be limited to Premises and Operations, Personal Injury, Contractual, Independent Contractors, Broad Form Property Damage including Completed Operations and Products & Completed Operations Coverages and shall not exclude coverage for the "X" (explosion), "C" (collapse) and "U" (underground) Property Damage Liability exposures.

Completed Operations Liability Coverage shall be maintained for a period of not less than two (2) years following termination of this Lease Agreement.

Limits of Coverage shall not be less than:

Bodily Injury & Property
Damage Liability                    $l,000,000.00     Combined Single Limit Each
                                                      Occurrence and Aggregate.
                                                      The General Aggregate
                                                      limit shall be separately
                                                      applicable to this
                                                      specific Lease.

Should Lessee's General Liability Insurance be written or renewed on the Comprehensive General Liability form, the limits of coverage required shall not be less than:

Bodily Injury Liability             $1,000,000.00     Limit Each Occurrence

Damage Liability                    $1,000,000.00     Limit Each Occurrence

                                       or

Bodily Injury & Property
Damage Liability                    $1,000,000.00     Combined Single Limit Each
                                                      Occurrence

(2) Automobile Liability Insurance shall be maintained by Lessee as to the ownership, maintenance, and use of all owned, non-owned, leased or hired vehicles to be used on the Premises with limits of not less than:

Bodily Injury Liability             $1,000,000.00     Limit Each Person
                                    $1,000,000.00     Limit Each Accident


Property Damage
Liability                           $1,000,000.00     Limit Each Accident

                                       or

Bodily Injury & Property
Damage Liability                    $1,000,000.00     Combined Single Limit Each
                                                      Accident

(3) Umbrella Liability Insurance shall be maintained by Lessee with a limit of not less than $3,000,000.00 each occurrence and aggregate. The limits of Primary Liability Insurance for the General Liability, Automobile Liability and Employers' Liability Insurance Coverages required in this section shall be not less than:

Bodily Injury, Personal
Insurance and Property
Damage Liability                    $1,000,000.00     Combined Single Limit and
                                                      Aggregate Limit,
                                                      where applicable

(B) Lessee and not BCI expressly assumes, and agrees to be responsible to Lessor for, the covenants of, and the indemnifications of Lessor by, Lessee under the provisions of the "Environmental Addendum to Lease" attached hereto and made a part hereof as Exhibit "B". The environmental provisions starting at line 4, page 4 of Amendment No. 4 to Agreement of Lease and continuing through line 28, page 5 of Amendment No. 4 to Lease are hereby stricken and replaced with the provisions set forth in Exhibit "B".

4. The undersigned Lessee and BCI, respectively, covenant and agree to be bound by the terms of this Consent.

5. Lessee hereby attorns to Lessor and agrees to keep and perform all the covenants and obligations of Lessee under the Lease, and the "Environmental Addendum to Lease" attached hereto, as so assigned effective as of the date hereof.

6. Lessee represents and covenants that it will only conduct business on the Premises under the name of Martin Gas Sales, Inc., a Texas corporation, and will not conduct business on the Premises under any other name or permit any other person or entity to conduct business from or on the Premises without the prior written consent of the Lessor, provided that duly authorized customers of Lessee shall be entitled to conduct business on the Premises to the extent as part of an operator/customer relationship established in the ordinary course of business. Lessee agrees that with respect to entities other than Lessee which are controlled by Lessee, or which are under common control with the Lessee, it shall be responsible for and pay to the Lessor any charges, commissions, assessments, wharfage or dockage fees resulting from any transactions by such person or entity which arise from the use or occupation of the Premises and which would be assessable if the entity was a Lessee.

7. This Consent shall be effective only after the execution of the Acknowledgement, below, by all of the designated parties, and the delivery of an original (or original counterparts) hereof executed by Martin Gas Sales, Inc. and Boliden Chemicals, Inc. to the Lessor.

8. Notwithstanding any provision of this instrument or the Lease to the contrary, from the effective date of the assignment of the Lease by Boliden Chemicals, Inc. to Martin

Gas Sales, Inc. (the "Effective Date of the Assignment") and through the remaining term of the Lease:

(a) The Leased Premises may be used for the storage, handling, terminalling and related functions of petroleum products, sulphuric acid, molten sulphur, asphalt and derivatives thereof.

(b) Upon the occurrence of any breach and/or default by Lessee under the Lease, the Lessor shall promptly notify AmSouth Bank of Florida ("AmSouth") in writing at 469 23rd Street, Panama City, Florida 32405, Attention: Robert S. Vanlandingham, telephone: (904) 747-4501, fax: (904) 747-4675. Following receipt of such notice, AmSouth shall have thirty (30) days to cure any such breach or default, and the Lessor hereby agrees that it shall not exercise any available remedies, under the Lease or otherwise, until the expiration of such thirty (30) days period.

(c) Martin Gas Sales, Inc. shall have no liability or obligation to the Lessor under the Lease or otherwise with respect to the failure by any such prior lessee to make any payments to the Lessor under the Lease or otherwise.

TAMPA PORT AUTHORITY

By: /s/ JOSEPH L. VALENTI
   -----------------------------------------
Name: Joseph L. Valenti
Title: Port Director

Date: March 30, 1995
      --------------------------------------

Acknowledgement

The foregoing Consent to Assignment and Attornment Agreement by TAMPA PORT AUTHORITY is hereby accepted and approved, and the undersigned hereby acknowledge that complete copies of the instruments comprising the Lease, as defined above, have been delivered to Martin Gas Sales, Inc.

MARTIN GAS SALES, INC.,
a Texas corporation

By: /s/ RUBEN S. MARTIN III
   -----------------------------------------
Name: Ruben S. Martin III
Title: President

Date: 3/30/95
     ---------------------------------------

BOLIDEN CHEMICALS, INC.,
a Delaware corporation

By: /s/ WILLIAM F. MASON
   -----------------------------------------
Name: William F. Mason
     ---------------------------------------
Title: President
      --------------------------------------

Date: March 30, 1995
     ---------------------------------------

EXHIBIT "A"

Assignment and Assumption Agreement between Boliden Chemicals, Inc. and Martin Gas Sales, Inc., dated March 28, 1995.

EXHIBIT "B"

ENVIRONMENTAL ADDENDUM TO LEASE

This Addendum is effective from and after March 28, 1995 and applies exclusively to Martin Gas Sales, Inc. and not to Boliden Chemicals, Inc.

(a) Definitions for Environmental Provisions. The following terms, as used in the environmental provisions of this Lease Agreement, shall have the meanings indicated:

"CERCLA" means the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 USC Sections 9601, et seq.), as amended from time to time, including without limitation, the Superfund Amendments and Reauthorization Act of 1986 ("SARA").

"CERCLIS" means the Comprehensive Environmental Response, Compensation and Liability Information System, or any other information system, established pursuant to CERCLA.

"Environmental Law" means any applicable federal, state or local law, statute, code, ordinance, or common law, whether now in existence or established, enacted or amended during the term of this Lease Agreement, relating to pollution, protection of the environment, health, industrial hygiene, Hazardous Substances (including, without limitation, the manufacture, generation, distribution, use, treatment, storage, disposal, transport or handling thereof), including but not limited to CERCLA, SARA, RCRA, the Florida Resource Recovery and Management Act (Florida Statutes Sections 403.701, et seq.), and the Pollutant Spill Prevention and Control Act (Florida Statutes Sections 376.011 through 376.17 and 376.19 through 376.21)

"Environmental Regulation" means any applicable regulation or rule promulgated by any Environmental Regulator.

"Environmental Regulator" means any federal, state or local governmental or quasi-governmental unit, body or agency which is charged with regulating the environment or Hazardous Substances, or which is charged with enforcing

any Environmental Law or Environmental Regulation, including, without limitation, the U.S. Environmental Protection Agency ("EPA"), or the Florida Department of Environmental Protection ("FDEP").

"Hazardous Substance" means asbestos, polychlorinated biphenyls, petroleum products and distillates, and any other substances, materials and wastes which are or become regulated or controlled by any Environmental Law or Environmental Regulation applicable at any time to the use by Lessee, its agents or invitees of the Leased Premises during the term of this Lease Agreement, including, without limitation, those within the definition of "hazardous substances," "hazardous materials," "hazardous wastes," "toxic substances," "solid waste," "pollutants," "contaminants," or "nuclear or byproduct material" in any such Environmental Law or Environmental Regulation.

"National Priorities List" means the National Priorities List established pursuant to CERCLA or any other list identifying hazardous or toxic waste sites maintained or controlled by any Environmental Regulator.

"RCRA" means the Resource Conservation and Recovery Act of 1976 (42 USC Sections 6901, et seq.), as amended from time to time.

(b) Environmental Covenants of Lessee. Lessee covenants and warrants, as applicable, that at all times during the term of this Lease Agreement:

(1) The Leased Premises shall not be used by Lessee, its agents or invitees for the storage or generation of any Hazardous Substance in violation of any Environmental Law, Environmental Regulation, order of an Environmental Regulator.

(2) No Hazardous Substance will be released or disposed of on the Leased Premises by Lessee, its agents or invitees in violation of any Environmental Law, Environmental Regulation, order of an Environmental Regulator.

(3) Lessee and its agents and invitees shall comply with all permits and/or licenses issued by Environmental Regulators with respect to the conduct by Lessee, its agents or invitees of operations governed by this Lease Agreement.

(4) If Lessee shall receive any notice regarding the Leased Premises from any Environmental Regulator of any violation or suspected violation of any Environmental Law or Environmental Regulation, or relating to any clean-up, remediation or other response action or threat thereof, then Lessee shall notify the Lessor within 24 hours thereof, and of all subsequent developments related thereto.

(5) To the best of Lessee's knowledge, no properties owned, operated or controlled by Lessee are listed on the National Priorities List or with CERCLIS, and, except for certain properties of Lessee not related to the Premises, no Environmental Regulator or any third party has demanded any right of recovery, nor brought or threatened to bring any action, cause of action, suit or proceeding against Lessee seeking recovery for payment or reimbursement for clean-up costs, damages or other costs incurred under or pursuant to any Environmental Law or Environmental Regulation.

(c) Covenant Not To Store Hazardous Substances In Violation of Law. Lessee, for itself, its agents and invitees, covenants and agrees not to use the Leased Premises, at any time, for:

(1) the storage, generation, release or disposal of any Hazardous Substance in violation of any Environmental Law or Environmental Regulation, any order of an Environmental Regulator, or any permit issued by an Environmental Regulator;

(2) any purpose that would give rise to a clean-up, remediation or other response action; to the imposition of any fine, penalty, assessment, cost, forfeiture or imposition for violation of an Environmental Law or Environmental Regulation; or to a claim, claim of lien or lien (whether against the Leased Premises, the Lessor or the Lessor's properties) for response costs,

damages or other costs pursuant to any Environmental Law or Environmental Regulation; or,

(3) any purpose that would cause the Leased Premises to be listed on the National Priorities List or with CERCLIS.

In furtherance of the foregoing, Lessee also agrees that it will not use, operate or maintain any other properties it owns, operates or controls in a manner which would give rise to a claim, claim of lien or lien against the Lessor, the Leased Premises, or Lessee's interests under this Lease Agreement under any Environmental Law or Environmental Regulation.

The Lessor may, upon reasonable grounds for insecurity, request in writing, assurances, in reasonable form and content, concerning the environmental covenants and warranties made by Lessee in this Lease Agreement. The Lessor shall state in its request for assurances the specific grounds for insecurity with respect to the environmental covenants and warranties of this Lease Agreement. The Lessor may obtain such assurances, at the Lessor's option, from a duly authorized agent of Lessee.

(d) Release of Hazardous Materials; Claim. Lessee agrees to notify the Lessor within 24 hours of an occurrence or any release or disposal of any Hazardous Substance of any kind in, on, about or under the Leased Premises regardless of the source or other circumstances thereof to the extent any such release or disposal is required to be reported under Environmental Law or Environmental Regulation.

Further, Lessee shall, within 24 hours, notify the Lessor in writing of the receipt of any notice, order, correspondence or communication that:

(1) a permit is required from any Environmental Regulator for the use or operation by Lessee, its agents or invitees upon the Leased Premises;

(2) a summons, citation; order directing compliance or inquiry has been or is being issued or made by any Environmental Regulator with respect to the Leased Premises;

(3) any Environmental Regulator or third party has demanded or asserted any right of recovery for payment or reimbursement, or any claim, claim of lien or lien against the Leased Premises for clean-up costs, damages, or other costs incurred, under or pursuant to any Environmental Law, Environmental Regulation, or the common law;

(4) the Leased Premises are or will be listed on the National Priorities List or with CERCLIS;

(5) any fine, penalty, assessment, cost, forfeiture or imposition has been, or will be or is sought to be imposed against Lessee, its agents or invitees, or the Lessor, for violation or asserted violation by Lessee, its agents or invitees of any Environmental Law, Environmental Regulation, any order of an Environmental Regulator or any permit issued by an Environmental Regulator with respect to the Leased Premises; or,

(6) any clean-up, remediation or other response action pursuant to any Environmental Law or Environmental Regulation has been, is being, or will be, commenced by any Environmental Regulator or third party with regard to (1) the Leased Premises or (2) any other properties owned, operated or controlled by Lessee which would give rise to a claim, claim of lien or lien against the Leased Premises.

(e) Clean-up Plan. In the event of any determination that, through actions by or attributable in any manner to Lessee, its agents or invitees, any Hazardous Substance has been stored, generated, located, released or disposed of in, on, about or under the Leased Premises in violation of any Environmental Law, Environmental Regulation, order of an Environmental Regulator, or any permit issued by an Environmental Regulator with respect to the Leased Premises, Lessee shall so notify the Lessor within 24 hours.

Further, in each such instance, Lessee shall, at Lessee's sole cost and expense, within 24 hours notify and keep the Lessor fully informed of response actions proposed or necessary for clean-up or remediation, the details of plans and specifications therefor, and all developments related thereto with respect to the Leased Premises. As soon as reasonably

possible, after obtaining all necessary approvals, permits and/or licenses of all appropriate governmental or quasi-governmental units, bodies or agencies, including without limitation Environmental Regulators, Lessee shall diligently prosecute the accomplishment of the response actions contemplated herein with respect to the Leased Premises, at Lessee's sole cost and expense.

(f) Continuing Nature. The environmental provisions of this Lease Agreement shall survive the termination of the Lease Agreement, such provisions to continue in full force and effect so long as the possibility of any environmental liability, claim, obligations, or leases of the Lessor with respect to the Leased Premises, attributable to Lessee, its agents or invitees, shall exist. However, Lessee may limit its liability and obligations under the environmental provisions of this Lease by obtaining environmental audits of the Leased Premises before the effective date of the Assignment and after the Termination of the Lease Term, at Lessee's sole expense, prepared by environmental consultants acceptable to the Lessor (which acceptable consultants shall include Ash Environmental Engineering, Inc., St. Petersburg, Florida), to determine if Lessee has caused any Hazardous Substances to be released or disposed of in, on, about, or under the Leased Premises in violation of any Environmental Law, Environmental Regulation, order of an Environmental Regulator, or any permit issued by an Environmental Regulator. Lessee shall provide copies of all such environmental audits to the Lessor. In the event that the environmental audits substantiate that Lessee has not caused any Hazardous Substances to be released or disposed of in, on, about, or under the Leased Premises in violation of any Environmental Law, Environmental Regulation, order of an Environmental Regulator, or any permit issued by an Environmental Regulator, then Lessee's obligations under the environmental provisions of this Lease shall cease.

(g) Radon Gas. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed Federal and State guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your County Public Health Unit. Each party hereto disclaims any liability for any health risks incurred by the other, its employees, and/or its invitees as a result of, or claimed to be a result of, radon at the Leased Premises.

ASSIGNMENT AND ASSUMPTION AGREEMENT

This Agreement made this 28th day of March, 1995, by and between Boliden Chemicals, Inc. ("BCI") and Martin Gas Sales, Inc. ("Martin").

WITNESSETH:

WHEREAS, Port Sutton, Inc. and Eastern Seaboard Petroleum Company previously entered into an Agreement of Lease dated December 16, 1976 (the "Lease", including all amendments to date) which Lease was amended by the parties on May 21, 1980, and October 10, 1980; and

WHEREAS, Eastern Seaboard Petroleum Company assigned the Lease to Steuart Petroleum Company on August 14, 1984 which Lease was amended by the parties on August 15, 1984; and

WHEREAS, Port Sutton assigned the said Lease on September 21, 1984 to Tampa Port Authority ("TPA"); and

WHEREAS, the TPA and Steuart Petroleum Company amended said Lease on July 13, 1987, and December 5, 1988, and

WHEREAS, Steuart Petroleum assigned the Lease to BCI on February 16, 1989; and

WHEREAS, TPA and BCI amended said Lease on February 16, 1989; and

WHEREAS, TPA and BCI amended said Lease on May 13, 1992; and

WHEREAS, BCI and Martin, contemporaneously with the execution of this Agreement, have executed an Asset Purchase and Sale Agreement whereunder BCI conveys to Martin BCI's Tampa Terminal assets and a commitment to assign the Lease to Martin; and

WHEREAS, this document evidences BCI's willingness to assign its rights in the Lease to Martin and Martin's willingness to agree to and accept such assignment.

NOW, THEREFORE, the parties hereto, in consideration of the covenants, terms and conditions contained herein, and the sum of One Dollar ($1.00), receipt of which is herewith acknowledged by each party, hereby covenant and agree as follows:

1. BCI herewith assigns and transfers to Martin all of its right, title and interest in the Lease and Martin accepts such assignment and transfer.

2. BCI and Martin acknowledge that the consent of the Lessor under the Lease to this Assignment and Assumption Agreement is a pre-condition to the effectiveness of this Agreement and each agrees to timely execute a consent with said Lessor in form reasonably acceptable to each party and its respective counsel.

3. Martin agrees to assume all responsibilities as Lessee under the Lease and to hold harmless and indemnify BCI, its directors, officers and stockholders, from and against any liability arising under the Lease except any such liability expressly retained by BCI under the terms of the Asset Purchase and Sale Agreement above referenced and except any such liability expressly undertaken or retained by BCI under the terms of the Consent to Assignment and Attornment Agreement, dated ____________, 1995, by and between BCI, Martin and the Tampa Port Authority.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives the day and year first above written.

BOLIDEN CHEMICALS, INC.                     MARTIN GAS SALES, INC.


/s/ WILLIAM F. MASON                        /s/ RUBEN S. MARTIN, III
----------------------------------          ----------------------------------
By: William F. Mason                        By: Ruben S. Martin, III
Its: President                              Its: President

AMENDMENT NO. 7 TO AGREEMENT OF LEASE

This Amendment No. 7 to Agreement of Lease made and entered into this 13th day of May, 1992, by and between the TAMPA PORT AUTHORITY, a body politic and corporate organized and existing under the laws of the State of Florida, hereinafter referred to as "Lessor", and BOLIDEN CHEMICALS INC., hereinafter referred to as "Lessee".

WITNESSETH:

WHEREAS, Port Sutton, Inc. and Eastern Seaboard Petroleum Company previously entered into an Agreement of Lease dated December 16, 1976 which was amended by the parties on May 21, 1980, and October 10, 1980; and

WHEREAS, Eastern Seaboard Petroleum Company assigned its Lease to Steuart Petroleum Company on August 14, 1984 which Lease was amended by the parties on August 15, 1984; and

WHEREAS, Port Sutton assigned the said Lease on September 21, 1984 to Lessor; and

WHEREAS, the Lessor and Steuart Petroleum Company amended said Agreement of Lease on July 13, 1987, and December 5, 1988, and

WHEREAS, Steuart Petroleum Company assigned its Lease to Lessee on February 16, 1989; and

WHEREAS, the Lessor and the Lessee amended said Lease on 16 February 1989; and

WHEREAS, the parties desire to further amend such Agreement of Lease.

NOW, THEREFORE, the parties hereto, in consideration of the covenants contained herein and the sum of One Dollar ($1.00) each to the other in hand paid, hereby covenant and agree as follows:

1. Term of this Lease shall be extended for seven (7) years, commencing December 16, 1989 and ending December 15, 1996.

2. This Lease, Article 3, Paragraph 1 (a)(i) of the First Amendment and Article 2 of the Fifth Amendment to Agreement of Lease, is amended to provide that the bare land rental rate shall be increased to $66,948.00 annually, to be paid monthly in advance at a rate of $5,579.00.

3. This Lease, Article 3, Paragraph 1 (a)(ii) subparagraphs A and B of the First Amendment to Agreement of Lease and Article 2 of the Second Amendment to Agreement of Lease, and Article 3 of the Fifth Amendment to Agreement of Lease, and Article 2 of the Sixth Amendment to the Agreement of Lease, is amended to provide that the wharfage guarantee on inbound movements of petroleum and sulphuric acid products shall be increased to $66,948.00 annually, and the wharfage guarantee on outbound movements of petroleum and sulphuric acid products shall be increased to $14,784.00 annually.

The wharfage rate for petroleum and sulphur acid products shall be at the rates established by Tampa Port Authority Tariff No. 11 and any revisions thereto, and shall apply toward the minimum wharfage guarantee.

During any lease year, once Lessee has reached its outbound wharfage guarantee limit the applicable outbound wharfage rate shall be reduced to fifty
(50) percent of the tariff rate for the remaining portion of the lease year.

4. This Lease, Article 3, Paragraph 2 (b) of the First Amendment of Lease and Article 3 of the Second Amendment to Agreement and Article 4 of the Fifth Amendment to Agreement, is amended as follows:

a. the minimum charge (in lieu of dockage charge) relative to the Vessel Mooring System (VMS) shall be increased to $26,088.00 annually, to be paid monthly in advance at a rate of $2,174.00.

b. In lieu of dockage charge shall be suspended, effective 1 June 1990, and shall be reinstated at the above rate on the first day of the month after Lessor places VMS is service and as more particularly provided for in Article 6 of this Amendment.

5. Paragraph 23 of the Agreement of Lease as deleted and replaced by Article 5 of the First Amendment to Agreement of Lease and Article 5 of the Fifth Amendment to the Agreement, is hereby amended in its entirety to read as follows:

23. Lessee shall have one successive option to renew and extend this Lease, as amended. The renewal shall be for a period of ten (10) years beginning December 16, 1996. Each such option shall be exercised by Lessee by giving written notice to the Lessor no less than ninety (90) days prior to the expiration of the term then in effect. If Lessee does exercise the ten (10) year option period, the rental rate, the inbound and outbound wharfage

guarantees and the minimum charge relative to the Vessel Mooring System shall be increased effective upon commencement of said ten (10) year option period to an amount calculated by multiplying the base amount of the charge (as stated in this Amendment) for which the adjustment is being calculated by a fraction whose numerator is The Consumer Price Index, U.S. City Average All Items (Base Year 1967) published by the Bureau of Labor Statistics, U.S. Department of Labor, for the third month prior to the expiration of the term then in effect, and whose denominator shall be said Consumer Price Index, U.S. City Average All Items for the third month prior to the commencement of this Amendment.

Should the Bureau of Labor Statistics change the manner of computing the Consumer Price Index, the Bureau shall be requested to furnish a conversion factor designated to adjust the new index to the one previously in use, and adjustment to the new index will be made on the basis of such conversion factor. Should the publication of the Consumer Price Index be discontinued by the Bureau of Labor Statistics, then such other index as may be published by said Bureau most nearly approaching said discontinued index shall be used in making the adjustment herein provided. No additional option fee shall be payable by Lessee with respect to the successive ten (10) year option period.

6. The Lessor will relocate the existing VMS now sited immediately west of Berth 24 to an area east of Berth 24, and it is herein agreed that:

a. The Lessor will relocate the VMS at its sole expense, excepting that Lessee shall be responsible for the relocation of any pipelines at its own expense.

b. The "in lieu of dockage charge" shall be suspended until the relocation of the VMS has been completed and will be reinstated as provided for in Article 4
(b) of this Lease Amendment.

c. The Lessor, at its sole discretion, will determine the date the VMS will be considered operational and when charges to the Lessee for the use of the VMS will be reinstated, and will be independent of the Lessee's relocation of its pipelines.

d. When the VMS is operational at the site east of Berth 24, the Lessee's berthing limits shall be the western boundary limit of Berth 24, which is the western boundary of the Lessee's lease area, and the eastern boundary of the Lessee's lease area, with both boundaries extended into the Port Sutton Terminal Channel.

e. During that period of time pending the completion of the relocation of the VMS, Lessee shall have the right to use Berth 24, for its tugs and bunkering barges, free of charges. Such use is on an as-available basis, subject to operational activities by revenue-producing vessels of said Lessee or other tenants of the Lessor.

f. During the relocation of the VMS to a site east of Berth 24, Lessor agrees, in order to provide clearance for vessels using Berth 24 and to the extent that public berths are not available and there is no expense to the Lessor, Lessee may tie its bunkering barges to other Lessor facilities without charge.

7. The Lessor and Lessee have agreed to cooperate on a project to extend the existing rail service along the right-of-way north of Pendola Point Road and along the southern boundary of the leased premises with a spur track onto the leased premises (Exhibit A). The project shall be completed under the following terms and conditions:

a. All construction plans will be coordinated with the Authority's Engineering Department.

b. Lessee shall be the contracting party with the railroad (CSX) for all proposed improvement.

c. Lessee will assume responsibility for all costs associated with the construction of approximately 1,300 lineal feet of lead track, spur track, switches, crossings and other common track facilities.

d. Lessor's participation in cost sharing shall be limited to a maximum of $50,000.00 or 50% of the cost of the lead track facilities, whichever is the lesser. Payment to be made after all track and associated facilities are in place and certified by the railroad (CSX) and upon receipt of appropriate invoices.

e. Responsibility for maintenance of the spur track and associated equipment and facilities shall be stated in a separate agreement between the Lessor and Lessee.

f. The extended lead track shall become the property of the Lessor with the Lessor responsible for the maintenance of the track.

8. Except as herein expressly amended, all other terms and conditions of the Agreement of Lease, as previously amended, shall remain the same.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their duly authorized officers the day and year first above written.

Signed, sealed and delivered                TAMPA PORT AUTHORITY
in the presence of:

/s/ MYRNA M. GARNER                         /s/ JOSEPH L. VALENTI       (Seal)
----------------------------------          ----------------------------------
/s/ SUSAN PERDONO                           By: Joseph L. Valenti
----------------------------------          Its: Port Director

Signed, sealed and delivered                BOLIDEN CHEMICALS INC.
in the presence of:

/s/ [ILLEGIBLE]                             /s/ MICHAEL J. AMATO (Seal)
----------------------------------          ----------------------------------
/s/ [ILLEGIBLE]                             By: Michael J. Amato
----------------------------------          Its: Secretary

EXHIBIT A

AMENDMENT NO. 6 TO AGREEMENT OF LEASE

This Amendment No. 6 to Agreement of Lease made and entered into this 16th day of this 16th day of February, 1989, by and between the TAMPA PORT AUTHORITY; a body politic and corporate organized and existing under the laws of the State of Florida, hereinafter referred to as "Lessor", and BOLIDEN CHEMICALS INC., hereinafter referred to as "Lessee".

WITNESSETH:

WHEREAS, Port Sutton, Inc. and Eastern Seaboard Petroleum Company previously entered into an Agreement of Lease dated December 16, 1976 which was amended by the parties on May 21, 1980, and October 10, 1980; and

WHEREAS, Eastern Seaboard Petroleum Company assigned its Lease to Steuart Petroleum Company an August 14, 1984 which Lease was amended by the parties on August 15, 1984; and

WHEREAS, Port Sutton assigned the said Lease on September 21, 1984 to Lessor; and

WHEREAS, the Lessor and Steuart Petroleum Company amended said agreement of Lease on July 13, 1987, and December 5, 1988, and

WHEREAS, Steuart Petroleum Company assigned its Lease to Lessee on February 16, 1989; and

WHEREAS, the parties desire to further amend such Agreement of Lease.

NOW, THEREFORE, the parties hereto, in consideration of the covenants contained herein and the sum of One Dollar ($1.00) each to the other in hand paid, hereby covenant and agree as follows:

1. This Lease, Article 3, is amended to provide that sulfuric acid products shall be a permitted commodity to be stored and handled on the leased premises; provided, however, the Lessee shall use its best efforts to insure the continuation of throughput/storage of bunker fuels on the lease premises in order to continue that service as a function of the marine terminal located on the lease premises.

2. This Lease, Article 3, Paragraph 1 (a)(ii) subparagraphs A and B of the First Amendment to Agreement of Lease, Article 2 of the Second Amendment to Agreement of Lease, and Article 3 of the Fifth Amendment to Agreement of Lease, is amended to provide that the wharfage rate for sulfuric acid products either inbound or outbound shall be at rates established by Tampa Port Authority Tariff No. 10 and any revisions thereto, and movement of sulfuric acid products shall apply toward the minimum wharfage guarantee for movement of petroleum products.

3. Except as herein expressly amended, all other terms and conditions of the Agreement of Lease, as previously amended, shall remain the same.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their duly authorized officers the day and year first above written.

WITNESSES:                                TAMPA PORT AUTHORITY

/s/ KELLY M JACKSON                       /s/ EMMETT C. LEE, JR.
----------------------------------        ------------------------------------
/s/ SUSAN PERDOMO                         By: Emmett C. Lee, Jr.
----------------------------------        Its: Port Director

WITNESSES:                                BOLIDEN CHEMICALS INC.

/s/ [ILLEGIBLE]                           /s/ MICHAEL J. AMATO
----------------------------------        ------------------------------------
/s/ [ILLEGIBLE]                           By: Michael J. Amato
----------------------------------        Its: Secretary

AMENDMENT NO. 5 TO AGREEMENT OF LEASE

This Amendment No. 5 to Agreement of Lease made and entered into this 5th day of December, 1988, by and between the TAMPA PORT AUTHORITY, a body politic and corporate organized and existing under the laws of the State of Florida, hereinafter referred to as "Lessor", and STEUART PETROLEUM COMPANY, hereinafter referred to as "Lessee".

WITNESSETH:

WHEREAS, Port Sutton, Inc. and Eastern Seaboard Petroleum Company previously entered into an Agreement of Lease dated December 16, 1976 which was amended by the parties on May 21, 1980, and October 10, 1980; and

WHEREAS, Eastern Seaboard Petroleum Company assigned its Lease to Lessee on August 14, 1984 which Lease was amended by the parties on August 15, 1984; and

WHEREAS, Port Sutton assigned the said Lease on September 21, 1984 to Lessor; and

WHEREAS, the parties amended said Agreement of Lease on July 13, 1987; and

WHEREAS, the parties desire to further amend such Agreement of Lease.

NOW, THEREFORE, the parties hereto, in consideration of the covenants contained herein and the sum of One Dollar ($1.00) each to the other in hand paid, hereby covenant and agree as follows:

1. Term of this Lease shall be extended for one (1) year commencing December 16, 1988 and ending December 15, 1989.

2. This Lease, Article 3, Paragraph 1 (a)(i) of the First Amendment to Agreement of Lease, is amended to provide that the bare land rental rate shall be increased to $64,140.00 annually, to be paid monthly in advance at a rate of $5,345.00.

3. This Lease, Article 3, Paragraph 1 (a)(ii) subparagraphs A and B of the First Amendment to Agreement of Lease and Article 2 of the Second Amendment to Agreement of Lease, is amended to provide that the wharfage guarantee on inbound movements of petroleum products shall be increased to $64,140.00 annually, and the wharfage guarantee on outbound movements of petroleum products shall be increased to $14,153.00 annually.

APPROVED AS TO FORM AND LEGALITY,

/s/ CAROLE A TAYLOR
-------------------
LEGAL DEPARTMENT

4. This Lease, Article 3, Paragraph 2 (b) of the First Amendment of Lease and Article 3 of the Second Amendment to Agreement, is amended to provide that the minimum charge relative to the Vessel Mooring System shall be increased to $24,984.00 annually, to be paid monthly in advance at a rate of $2,982.00.

5. Paragraph 23 of the Agreement of Lease as deleted and replaced by Article 5 of the First Amendment to Agreement of Lease is hereby amended in its entirety to read as follows:

23. Lessee shall have two successive options to renew and extend this Lease, as amended. The first renewal shall be for a period of seven (7) years beginning December 16, 1989, and the second renewal shall be for a period of ten (10) years beginning December 16, 1996. Each such option shall be exercised by Lessee by giving written notice to the Lessor no less than ninety (90) days prior to the expiration of the term then in effect. If Lessee does not exercise the seven (7) year option to renew, Lessee shall pay to the Lessor an amount of $167,417.00 as an option fee within 30 days of expiration of the term as herein extended. If Lessee does exercise the seven (7) year option period, the rental rate, the inbound and outbound wharfage guarantees and the minimum charge relative to the Vessel Mooring System shall be increased effective upon commencement of said seven (7) year option period (and, if exercised, increased again effective at the commencement of the successive ten (10) year option period) to an amount calculated by multiplying the base amount of the charge (as stated in this Amendment) for which the adjustment is being calculated by a fraction whose numerator is The Consumer Price Index, U.S. City Average All Items (Base Year 1967) published by the Bureau of Labor Statistics, U.S. Department of Labor, for the third month prior to the expiration of the term then in effect, and whose denominator shall be said Consumer Price Index, U.S. City Average All Items for the third month prior to the commencement of this Amendment.

Should the Bureau of Labor Statistics change the manner of computing the Consumer Price Index, the Bureau shall be requested to furnish a conversion factor designated to adjust the new index to the one previously in use, and adjustment to the new index will be made on the basis of such conversion factor. Should the publication of the Consumer Price Index be discontinued by the Bureau of Labor Statistics, then such other index as may be published by said Bureau most nearly approaching said discontinued index shall be used in making the adjustment herein provided. No additional option fee shall be payable by Lessee with respect to the successive ten (10) year option period.

6. Except as herein expressly amended, all other terms and conditions of the Agreement of Lease, as previously amended, shall remain the same.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their duly authorized officers the day and year first above written.

Signed, sealed and delivered                TAMPA PORT AUTHORITY
in the presence of:

/s/ KELLY M. JACKSON                        /s/ EMMETT C. LEE, JR.      [Seal]
----------------------------------          ----------------------------
/s/ SUSAN PERDOMO                           By: Emmett C. Lee, Jr.
----------------------------------          Its: Port Director

Signed, sealed and delivered                STEUART PETROLEUM COMPANY
in the presence of:

/s/ CAROLYN GIVENS                          /s/ JOHN W. CONNOLLY, JR.   [Seal]
----------------------------------          ----------------------------
/s/ KEVIN R. PURCELL                        By: John W. Connolly, Jr.
----------------------------------          Its: Senior Vice President

AMENDMENT NO. 5 TO AGREEMENT OF LEASE

This Amendment No. 5 to Agreement of Lease made and entered into this 5th day of December, 1988, by and between the TAMPA PORT AUTHORITY, a body politic and corporate organized and existing under the laws of the State of Florida, hereinafter referred to as "Lessor", and STEUART PETROLEUM COMPANY, hereinafter referred to as "Lessee".

WITNESSETH:

WHEREAS, Port Sutton, Inc. and Eastern Seaboard Petroleum Company previously entered into an Agreement of Lease dated December 16, 1976 which was amended by the parties on May 21, 1980, and October 10, 1980; and

WHEREAS, Eastern Seaboard Petroleum Company assigned its Lease to Lessee on August 14, 1984 which Lease was amended by the parties on August 15, 1984; and

WHEREAS, Port Sutton assigned the said Lease on September 21, 1984 to Lessor; and

WHEREAS, the parties amended said Agreement of Lease on July 13, 1987; and

WHEREAS, the parties desire to further amend such Agreement of Lease.

NOW, THEREFORE, the parties hereto, in consideration of the covenants contained herein and the sum of One Dollar ($1.00) each to the other in hand paid, hereby covenant and agree as follows:

1. Term of this Lease shall be extended for one (1) year commencing December 16, 1988 and ending December 15, 1989.

2. This Lease, Article 3, Paragraph 1 (a)(1) of the First Amendment to Agreement of Lease, is amended to provide that the bare land rental rate shall be increased to $64,140.00 annually, to be paid monthly in advance at a rate of $5,345.00.

3. This Lease, Article 3, Paragraph 1 (a)(ii) subparagraphs A and B of the First Amendment to Agreement of Lease and Article 2 of the Second Amendment to Agreement of Lease, is amended to provide that the wharfage guarantee on inbound movements of petroleum products shall be increased to $64,140.00 annually, and the wharfage guarantee on outbound movements of petroleum products shall be increased to $14,153.00 annually.

APPROVED AS TO FORM AND LEGALITY.

/s/ CAROLE A. TAYLOR
--------------------
LEGAL DEPARTMENT

4. This Lease, Article 3, Paragraph 2 (b) of the First Amendment of Lease and Article 3 of the Second Amendment to Agreement, is amended to provide that the minimum charge relative to the Vessel Mooring System shall be increased to $24,984.00 annually, to be paid monthly in advance at a rate of $2,982.00.

5. Paragraph 23 of the Agreement of Lease as deleted and replaced by Article 5 of the First Amendment to Agreement of Lease is hereby amended in its entirety to read as follows:

23. Lessee shall have two successive options to renew and extend this Lease, as amended. The first renewal shall be for a period of seven (7) years beginning December 16, 1989, and the second renewal shall be for a period of ten (10) years beginning December 16, 1996. Each such option shall be exercised by Lessee by giving written notice to the Lessor no less than ninety (90) days prior to the expiration of the term then in effect. If Lessee does not exercise the seven (7) year option to renew, Lessee shall pay to the Lessor an amount of $167,417.00 as an option fee within 30 days of expiration of the term as herein extended. If Lessee does exercise the seven (7) year option period, the rental rate, the inbound and outbound wharfage guarantees and the minimum charge relative to the Vessel Mooring System shall be increased effective upon commencement of said seven (7) year option period (and, if exercised, increased again effective at the commencement of the successive ten (10) year option period) to an amount calculated by multiplying the base amount of the charge (as stated in this Amendment) for which the adjustment is being calculated by a fraction whose numerator is The Consumer Price Index, U.S. City Average All Items (Base Year 1967) published by the Bureau of Labor Statistics, U.S. Department of Labor, for the third month prior to the expiration of the term then in effect, and whose denominator shall be said Consumer Price Index, U.S. City Average All Items for the third month prior to the commencement of this Amendment.

Should the Bureau of Labor Statistics change the manner of computing the Consumer Price Index, the Bureau shall be requested to furnish a conversion factor designated to adjust the new index to the one previously in use, and adjustment to the new index will be made on the basis of such conversion factor. Should the publication of the Consumer Price Index be discontinued by the Bureau of Labor Statistics, then such other index as may be published by said Bureau most nearly approaching said discontinued index shall be used in making the adjustment herein provided. No additional option fee shall be payable by Lessee with respect to the successive ten (10) year option period.

6. Except as herein expressly amended, all other terms and conditions of the Agreement of Lease, as previously amended, shall remain the same.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their duly authorized officers the day and year first above written.

Signed, sealed and delivered                TAMPA PORT AUTHORITY
in the presence of:

/s/ KELLY M. JACKSON                        /s/ EMMETT C. LEE, JR.        [Seal]
----------------------------------          ------------------------------
/s/ SUSAN PERDOMO                           By: Emmett C. Lee, Jr.
----------------------------------          Its: Port Director

Signed, sealed and delivered                STEUART PETROLEUM COMPANY
in the presence of:

/s/ CAROLYN GIVENS                          /s/ JOHN W. CONNOLLY, JR.     [Seal]
----------------------------------          ------------------------------
/s/ KEVIN R. PURCELL                        By: John W. Connolly, Jr.
----------------------------------          Its: Senior Vice President

SETTLEMENT AGREEMENT

This Settlement Agreement dated this 31st day of August, 1988 by and between the Tampa Port Authority, a body corporate and politic organized and existing under the laws of the State of Florida (hereinafter "Authority"), party of the first part, and Steuart Petroleum Company, a Delaware Corporation (hereinafter "Steuart"), party of the second part (hereinafter "Tenant").

WITNESSES

WHEREAS, on December 16, 1976, Port Sutton, Inc. and Eastern Seaboard Petroleum Company (hereinafter "Eastern") entered into a lease of certain property in Hillsborough County, Florida, located on that peninsula commonly known as "Pendola Point";

WHEREAS, by agreement dated August 14, 1984, Eastern assigned its interest in the lease to Steuart Petroleum Company (hereinafter "Steuart")

WHEREAS, on November 14, 1985 Port Sutton, Inc. conveyed the lease premises to and assigned its interest in said lease to the Authority;

WHEREAS, the lease premises are currently operated by Steuart through its Western Fuels Division;

WHEREAS, on March 7, 1987 the bulkhead adjacent to the lease premises partially collapsed causing damage to some of Tenant's equipment on the lease premises;

WHEREAS, a dispute arose between Authority and Tenant regarding each parties responsibilities for repair and payment of rent under the lease agreement;

WHEREAS, the parties now desire to settle the dispute between them;

NOW, THEREFORE, the parties hereto agree as follows:

1. That Authority on June 18, 1987 completed repairs to the structure supporting the pipeline and stabilizing the bulkhead at the lease premises to the reasonable satisfaction of Tenant.

2. That the pipeline itself is now in working order and operational.

3. That Authority agrees to reduce its invoiced amount for the period March 7, 1987 through June 19, 1987 ($5,790.96) by one-half, thereby making the amount due and payable to Authority for that period two thousand eight-hundred ninety five and 48/100 dollars ($2,895.48).

4. That Tenant shall pay to the Authority the sums described in paragraph 3, within ten (10) days after full execution hereof by certified check payable to the Authority.

5. Within ten (10) days after full execution hereof and simultaneously with the delivery of the certified check described in paragraph 4, the parties hereto shall exchange fully executed releases in the forms attached hereto as Exhibits A and B.

6. That any charges accruing thereafter are not governed by this settlement agreement but shall be invoiced and paid in accordance with the lease agreement, as amended, between the parties.

IN WITNESS WHEREOF the parties hereto have set their hands and seals on the dates stated below.

WITNESSES:                             TAMPA PORT AUTHORITY

/s/ KELLY JACKSON                      By: /s/ EMMETT C. LEE, JR.
----------------------------------        --------------------------------------
/s/ SUSAN PERDOMO                         Its: Emmett C. Lee, Jr., Port Director
----------------------------------        Date: 31 August 1988

                                       STEUART PETROLEUM COMPANY

/s/ [ILLEGIBLE]                        By: /s/ JOHN W. CONNOLLY, JR.
----------------------------------        --------------------------------------
/s/ [ILLEGIBLE]                           Its: Senior Vice President
----------------------------------        Date: August 26, 1988

Exhibit A - Full and Complete Release (Steuart)

Exhibit B - Full and Complete Release (Authority)

FULL AND COMPLETE RELEASE

KNOW ALL MEN BY THESE PRESENTS, That STEUART PETROLEUM COMPANY, in consideration of the sum of Ten Dollars, acknowledged by all parties as paid and other good and valuable consideration, the receipt of all of which is hereby acknowledged by the undersigned, which is acknowledged to be in full and final payment of all sums, obligations or claims due or made by it against TAMPA PORT AUTHORITY, and its successors, assigns, officers, directors, attorneys, agents, servants, trustees and employees, does by these presents forever release, acquit and discharge the said TAMPA PORT AUTHORITY, its successors, assigns, officers, directors, agents, servants, employees, attorneys and trustees, of and from any and all, known and unknown, claims, debts, demands, causes of action and liabilities of every kind, character and nature whatsoever arising out of the failure on March 7, 1987 of the bulkhead at Tampa Port Authority Berth 25, located on Port Sutton Channel, Hillsborough County, Florida whether they be for negligence or based on the lease agreement between the parties, from the beginning of time to date.

IN WITNESS WHEREOF, the undersigned has set its hand and seal this 26th day of August, 1988.

Signed, sealed and delivered                     STEUART PETROLEUM, COMPANY
in the presence of:

/s/ THEO V. VILLINGHUNT                          By: /s/ JOHN W. CONNOLLY JR.
-----------------------------                        --------------------------
                                                     Its: Senior Vice President
by Carolyn Givens                                    (CORPORATE SEAL)
-----------------------------

                                                 THIS IS A LEGAL RELEASE OF
                                                 LIABILITY -- READ IT CAREFULLY
                                                 BEFORE SIGNING.

FULL AND COMPLETE RELEASE

KNOW ALL MEN BY THESE PRESENTS, That TAMPA PORT AUTHORITY (hereinafter "AUTHORITY"), in consideration of the sum of Ten Dollars, acknowledged by AUTHORITY as paid, and other good and valuable consideration, the receipt of all of which is hereby acknowledged by the undersigned, which is acknowledged to be in full and final payment of all sums, obligations or claims due or made by it against STEUART PETROLEUM COMPANY ("STEUART"), and its successors, assigns, officers, directors, attorneys agents, servants, trustees and employees, does by these presents forever release, acquit and discharge the said STEUART, its successors, assigns, officers, directors, agents, servants, employees, attorneys and trustees of and from any and all, known and unknown, claims, debts, demands, causes of actions and liabilities, of every kind, character and nature whatsoever arising out of the failure on March 7, 1987 of the bulkhead at Tampa Port Authority Berth 25 located on Port Sutton Channel, Hillsborough County, Florida, whether they be for negligence or based on the lease agreement between the parties, from the beginning of time to date.

IN WITNESS WHEREOF, the undersigned has set its hand and seal this 31st day of August, 1988.

Signed, sealed and delivered              TAMPA PORT AUTHORITY
in the presence of:

/s/ KELLY M. JACKSON                      /s/ EMMETT C. LEE, JR.
--------------------------------         --------------------------------------
/s/ SUSAN PERDOMO                        Its: Emmett C. Lee, Jr., Port Director
--------------------------------             (CORPORATE SEAL)

                                         THIS IS A LEGAL RELEASE OF
                                         LIABILITY -- READ IT CAREFULLY
                                         BEFORE SIGNING

AMENDMENT NO. 4 TO AGREEMENT OF LEASE

This Amendment No. 4 to Agreement of Lease made and entered into this 13th day of July, 1987, by and between the TAMPA PORT AUTHORITY, a body politic and corporate organized and existing under the laws of the State of Florida, hereinafter to as "Lessor" and Steuart Petroleum Company, hereinafter referred to as "Lessee".

WITNESSETH:

WHEREAS, Port Sutton, Inc. and Eastern Seaboard Petroleum Company previously entered into an Agreement of Lease dated December 16, 1976 which was amended by the parties on May 21, 1980, and October 10, 1980 and;

WHEREAS, Eastern Seaboard Petroleum Company assigned its Lease to Lessee on August 14, 1984 which Lease was amended by the parties on August 15. 1984; and

WHEREAS, Port Sutton assigned the said Lease on September 21, 1984 to Lessor; and

WHEREAS, the parties desire to amend such Agreement of Lease.

NOW, THEREFORE, the parties hereto, in consideration of the covenants contained herein and the sum of One Dollar ($1.00) each to the other in hand paid, hereby covenant and agree as follows:

1. Term of this Lease shall be extended for Two (2) years commencing December 16, 1986 and ending December 15, 1988.

2. This Lease, Article 3, Paragraph 1 (a)(i) of the first Amendment to Agreement of Lease, is amended to provide that the bare land rental rate shall be increased to $59,676.00 annually, to be paid monthly in advance at a rate of $4,973.00.

3. This Lease, Article 3, Paragraph 1 (a)(ii) subparagraphs A and B of the First Amendment to Agreement of Lease and Article 2 of the Second Amendment to Agreement of Lease, is amended to the extent that wharfage rate for petroleum products either inbound or outbound shall be per the rates established in the Tampa Port Authority Tariff No. 9 and any revisions thereto. Wharfage guarantee on inbound movements of petroleum products shall be increased to $59,676.00 annually, and the wharfage guarantee on outbound movements of petroleum products shall be increased to $13,168.40 annually.

Page two

4. Paragraph 23 of the Agreement of Lease as deleted and replaced by Article 5 of the First Amendment to Agreement of Lease is hereby amended in its entirety to read as follows:

23. Lessee shall have two successive options of renewing and extending this Lease, as amended. One such renewal and extension being a period of eight (8) years beginning December 16, 1988 and one further renewal extending this Lease for a period of ten (10) years beginning December 16, 1996. Each such option shall be exercised by giving written notice to the Lessor no less than ninety (90) days prior to the expiration of the term then in effect. If Lessee does not exercise the eight (8) year option to renew, Lessee shall pay to the Lessor an amount of $155,770.40 as an option fee within 30 days of expiration of the term as herein extended. If Lessee does exercise the eight (8) year option period, the rental rate, the inbound and outbound wharfage guarantees and the minimum charge relative to the Vessel Mooring System set forth in Article 3, paragraph 2(b) of the Fist Amendment of Lease and as amended by Article 3 of the Second Amendment to Agreement shall be increased effective upon commencement of said eight (8) year option period (and, if exercised, increased again effective at the commencement of the successive ten (10) year option period) to an amount calculated by multiplying the base amount of the charge (as stated in this amendment) for which the adjustment is being calculated by a fraction whose numerator is The Consumer Price Index, U.S. City Average All Items (Base Year 1967) published by the Bureau of Labor Statistics, U.S. Department of Labor, for the third month prior to expiration of the term then in effect, and whose denominator shall be said Consumer Price Index U.S. City Average All Items for the third month prior to the commencement of this Amendment. Should the Bureau of Labor Statistics change the manner of computing the Consumer Price Index, the Bureau shall be requested to

Page three

furnish a conversion factor designated to adjust the new index to the one previously in use, and adjustment to the new index will be made on the basis of such conversion factor. Should the publication of the Consumer Price Index be discontinued by the Bureau of Labor Statistics, then such other index as may be published by said Bureau most nearly approaching said discontinued index shall be used in making the adjustment herein provided. No additional option fee shall be payable by Lessee with respect to the successive ten (10) year option period.

5. Paragraph 10 of the Agreement of Lease is hereby amended in its entirety to read as follows: It is covenanted and agreed that Lessor by and through its duly authorized officers, agents and representatives shall have the right at any and all times to go upon and inspect the demised premises. If at any time during the term of this Lease, Lessor has reasonable grounds to suspect that there has been - unauthorized or prohibited disposal of "hazardous waste" as defined below, Lessor shall also have the right to perform appropriate tests on the demised premises at its own cost and expense.

6. Paragraph 11 of the Agreement of Lease is hereby amended in its entirety to read as follows:
Lessee covenants and agrees that Lessee will comply with all the valid requirements of law and duly constituted public authority and environmental protection laws so far as they concern Lessee's occupancy of demised premises, and it will not use the demised premises or any part hereof in such manner as to create a nuisance, undue noise, noxious odors or unwarranted interference with the enjoyment of adjoining premises by the Owners and tenants thereof other than what is normal for an operating petroleum storage terminal nor use the same for any unlawful purposes or in violation of any State Statute, City Ordinance or Rule or Regulation promulgated by or under such authority; and that at all times Lessee will keep said demised premises in a clean and sanitary condition and not allow waste or refuse to accumulate or be stored

Page four

on the demised premises and shall not dump or place any waste or refuse in any water, either navigable or non-navigable in or adjacent to the terminal area.
Any "disposal" of a "hazardous substance" as defined in and prohibited by 42USC9601, the "Comprehensive Environmental Response, Compensation and Liability Act of 1980", of a "hazardous waste" as defined in and prohibited by 42USC6901, the "Resource Conservation and Recovery Act of 1976" or of a "hazardous waste" as defined in and prohibited by Section 403.703, Florida Statutes (1985), as same may be modified or revised, on any property of the Tampa Port Authority or in any manner deleteriously affecting property of the Tampa Port Authority is expressly prohibited. Any unauthorized discharge prohibited on the Lease Premises under Lessee's exclusive possession and control by anyone or any unauthorized or prohibited discharge upon any non-exclusive easements which are a part of the lease premises by Lessee of such "hazardous substance" or "hazardous waste" shall be promptly cleaned up and environmentally restored by Lessee in accordance with proper procedures and applicable governmental regulations. Any violation of this provision which is not remedied by Lessee or with respect to which curative actions are not commenced by Lessee as required by the governmental entity requesting same (after Lessee has exercised or invoked all available review and /or appeals of such requirements) shall be considered a default hereunder, and Lessor, at its option, may declare this lease terminated upon expiration of the longer of any curative period permitted by the governmental entity or by Lessor. In addition, Lessee agrees that within forty-five (45) days of termination of this Lease for any reason, Lessee shall have performed a site investigation

Page five

by an independent environmental consultant, who has been approved in advance by Lessor, such approval shall not be unreasonably withheld. The scope of such site investigation shall be as recommended by the consultant and approved by the parties hereto. The results of such site investigation shall be in writing and shall be delivered to Lessor within five (5) days of receipt from the independent environmental consultant. If the results of this site investigation do not reveal the presence of prohibited disposal of "hazardous waste" on the Premises, Lessee shall bear the cost of such site investigation not to exceed $7,500.00 and Lessor shall bear any cost of the same in excess of $7,500.00; said $7,500.00 is stated in 1986 dollars and shall be adjusted by the CPI Index in the manner provided in paragraph 4 hereof at the time any such sums become due. In addition, any further site investigation may be conducted by the Lessor at its cost and expense. If any site investigation reveals the presence of "hazardous waste" which has been disposed of on the premises without proper authorization or Lessee otherwise violates this provision, Lessee shall bear the entire cost of such site investigation and Lessor may bring an action for injunctive relief against Lessee and/or bring any action against Lessee to recover any damages, including but not limited to costs of investigation, removal, recovery and clean-up costs and fines incurred by Lessor due to Lessee's violation of this provision.

7. Except as herein expressly amended, all other terms and conditions of the Agreement of Lease, as previously amended, shall remain the same.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their duly authorized officers the day and year first

Page six

above written.

Signed, sealed and delivered                            TAMPA PORT AUTHORITY
in the presence of.

/s/ KELLY M. JACKSON                           By: /s/ EMMETT C. LEE, JR.
-------------------------------                    ----------------------------
/s/ [ILLEGIBLE]                                    Emmett C. Lee, Jr.
-------------------------------                    Its: Port Director

Signed sealed and delivered
in the presence of:

/s/ [ILLEGIBLE]                                 By: /s/ JOHN W. CONNOLLY, JR.
-------------------------------                     ---------------------------
/s/ KEVIN R. PURCELL                                Its: Sr. Vice President
-------------------------------

THIRD AMENDMENT TO BE ATTACHED TO AGREEMENT OF LEASE DATED
DECEMBER 16, 1976, BETWEEN PORT SUTTON, INC. AND EASTERN
SEABOARD PETROLEUM COMPANY, INC. FOR PREMISES LOCATED IN
PORT SUTTON. HILLSBOROUGH COUNTY, FLORIDA

This Third Amendment to Lease of December 16, 1976, by and between PORT SUTTON, INC., a Florida corporation, (hereinafter called "Lessor") and STEUART PETROLEUM COMPANY, a Delaware corporation, (hereinafter called "Lessee").

WITNESSETH:

WHEREAS, Lessor and EASTERN SEABOARD PETROLEUM COMPANY previously entered into an Agreement of Lease (the "Agreement of Lease") dated December 16, 1976 covering certain real property situated at Port Sutton, southeast of the city of Tampa, in Hillsborough County, Florida, together with nonexclusive easements, as described in said Agreement of Lease; and

WHEREAS, Lessor and EASTERN SEABOARD PETROLEUM COMPANY amended the Agreement of Lease by First Amendment to Agreement of Lease dated May 21, 1980, and further amended the Agreement of Lease by a Second Amendment to Lease dated October 10, 1980; and

WHEREAS, EASTERN SEABOARD PETROLEUM COMPANY, entered into Lease Assignment and Agreement effective August 14, 1984 in which it assigned all of its interest in the Agreement of Lease to Lessee; and

WHEREAS, Lessor and Lessee desire to add additional acres to the leased real property;

NOW, THEREFORE, for and in consideration of the sum of One Dollar ($1.00) each to the other in hand paid, receipt of which is hereby acknowledged, and other valuable consideration, Lessor and Lessee stipulate and bind themselves and agree as follows:

1. The Lessor does hereby lease unto the Lessee an additional 0.334 acres which is more particularly described in Exhibit A attached hereto and incorporated herein by reference.

2. The monthly land rent and wharfage for this increased area described in Exhibit A shall be at the same rate as the rate stated in the Agreement of Lease.

3. In all other respects, the Agreement of Lease, as amended by the First Amendment to Agreement of Lease dated May 21, 1980, and further amended by the Second Amendment to Lease dated October 10, 1980, between Lessor and Lessee is hereby confirmed and ratified.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective the 15th day of August, 1984.

Witnesses:                                     "LESSOR"

/s/ JO SHAPIRO                                 PORT SUTTON, INC.
----------------------------
                                               By: /s/ ROBERT THOMAS
/s/ TULULAH G. THOMAS                              ----------------------------
----------------------------                       Its President
                                                       ------------------------

                                                   ATTEST:

                                                   By: /s/ DOROTHY BUGLY
                                                       ------------------------
                                                       Its Assistant Secretary


Witnesses:                                     "LESSEE"

/s/ [ILLEGIBLE]                                STEUART PETROLEUM COMPANY
----------------------------
/s/ BEVERLY K. MINNI                           By: /s/ [ILLEGIBLE]
----------------------------                       ----------------------------
                                                   Its President

                                               ATTEST:

                                               By: /s/ GEORGE C. [ILLEGIBLE]
                                                   ----------------------------
                                                   Its Secretary
                                                       ------------------------
STATE OF Florida
COUNTY OF Hillsborough

The foregoing instrument was acknowledged before me this 28th day of August, 1984, by 1984, by Robert Thomas, President of PORT SUTTON, INC., a Florida corporation,

on behalf of the corporation.

/s/ [ILLEGIBLE]
---------------------
NOTARY PUBLIC

My Commission Expires:

The foregoing instrument was acknowledged before me this 5th day of Sept., 1984, by Leonard C. Stuart II;, George C. Sinclair, of STEUART PETROLEUM COMPANY, a Delaware corporation, on behalf of the corporation

/s/ WILDA [ILLEGIBLE]
---------------------
NOTARY PUBLIC

My Commission Expires:

/s/ August 31, 1985

Exhibit A to Third Amendment to Lease Agreement dated August 15, 1984 between Port Sutton, Inc. and Eastern Seaboard Petroleum Company, Inc.

Beginning at the NE corner of Section 4, Township 30 South, Range 19 East, Hillsborough County, Florida, run South 2,020.00 feet parallel to the East Boundary of said Section 4; thence run West 4,810.00 feet parallel to the North Boundary of said Section 4 to the Point of Beginning of the tract hereinbelow described: Thence continue West parallel to the North Boundary of said Section 4 a distance of 20.00 feet; thence run South parallel to the East Boundary of said Section 4 a distance of 729.81 feet; thence run N. 76 degrees 12' 10" E a distance of 20.59 feet; thence run North parallel to the East Boundary of said Section 4 a distance of 724.90 feet to the Point of Beginning. An area containing 0.334 +/- acres.

[PROPERTY BOUNDARIES]

LEASE ASSIGNMENT AND AGREEMENT

AGREEMENT, made as of August 14, 1984, by and between EASTERN SEABOARD PETROLEUM COMPANY, INC., a Florida corporation, with a mailing address of 2000 Ashland Drive, Ashland, Kentucky 41114, Attention: Vice President ("Assignor"), and STEUART PETROLEUM COMPANY, a Delaware corporation, with a mailing address of 4646 40th Street, N.W., Washington, D.C. 20016, Attention: President ("Assignee").

WITNESSETH:

WHEREAS, pursuant to a lease dated December 16, 1976, a true copy of which is attached hereto as Exhibit A and made a part hereof, Amendment Number 1 to said Lease dated May 21, 1980, a true copy of which is attached hereto as Exhibit B and made a part hereof and Amendment Number 2 to said Lease dated October 10, 1980, a true copy of which is attached hereto as Exhibit C and made a part hereof (all hereinafter referred to as the "Lease"), Port Sutton, Inc., with a mailing address of P.O. Box E, Tampa, Florida 33675 ("Lessor"), leased to Eastern Seaboard Petroleum Company, Inc., a Florida corporation, certain property located at Port Sutton, Hillsborough County, Florida and more particularly described in the Lease (the "Leased Premises").

NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other valuable consideration, the receipt and adequacy of which is hereby acknowledged, Assignor hereby grants, bargains, sells, assigns and confirms to Assignee, its successors and assigns, all right, title and interest of Assignor in and to the Lease, on the terms and conditions set forth below.

1. Representations of Assignor. Assignor hereby represents and warrants to Assignee that; (i) the Lease documents at Exhibits A, B and C constitute the entire Agreement between Lessor and Assignor and there have

been no modifications to the said documents; (ii) that as of the date hereof, the Lease is in full force and effect, has not been materially breached by Assignor (or, if materially breached, that such breach has been effectively cured), is enforceable in accordance with its terms and conditions, and Assignor is not aware of any condition which upon mere delivery of notice and or passage of time would result in a default thereunder; (iii) Assignor has full and lawful authority to assign the Lease subject to the consent of Lessor; and (iv) Assignor will save harmless and indemnify Assignee, its officers and directors, from any and all claims resulting from Assignor's conduct of business in connection therewith.

2. Covenants of Assignee. From and after the date hereof, Assignee hereby assumes all right, title and interest of Assignor in and to the Lease, agrees to be bound by all terms and conditions thereof, and agrees to protect, defend and indemnify and save harmless Assignor and its subsidiaries and related companies and the directors, officers, employees, workmen and agents of Assignor and its subsidiaries and related companies, from and against any loss, cost, damage, demand, claim or other liability, including attorneys fees and other expenses of litigation, which directly or indirectly results from or arises out of Assignee's performance or nonperformance under the Lease, or which directly or indirectly results from or arises out of Assignee's ownership, use or possession of the Leased Premises or the improvements thereon. Not more than fifteen (15) days after the date hereof, Assignee shall obtain and furnish to the Lessor (with a copy furnished to Assignee) a certificate evidencing that Assignee has obtained the insurance coverages requested by the Lease.

3. Taxes and Recording Costs. Assignee shall be fully liable for and pay: (i) any sales or excise tax which is due with respect to the transfer of

the Lease; and (ii) the cost for the recording of this Assignment or any other instrument relating to the Lease.

4. Rentals/Real Estate Taxes/Assessments/Utilities. The monthly rental; and any real estate taxes or assessments on the Leased Premises due and payable by Assignor during the year of the Closing shall be prorated between Assignor and Assignee as of the Closing Date on the basis of the most recently available bills with a post-Closing adjustment within seven (7) days after receipt of the actual current tax bills. From and after the Closing Date, Assignee shall be fully liable for and pay all rentals, taxes, utility charges and other expenses relating to the Leased Premises, in accordance with the provisions of the Lease.

5. Miscellaneous Provisions.

(a) This Agreement shall be construed, governed and administered in accordance with the laws of the State of Florida.

(b) This Agreement is the final and entire expression of the agreement between Assignor and Assignee with respect to its subject matter.

(c) Nothing in this Agreement, express or implied, is intended to confer on any person other than Assignor and Assignee, and their respective successors and assigns, any right or remedy under or by reason of this Agreement.

(d) This Agreement is binding upon and shall inure to the benefit of Assignor and Assignee and their respective heirs, successors and assigns. In no event shall assignment of this Agreement by Assignee relieve such party of its liabilities and obligations as primary obligor under this Agreement without the prior written consent of the Assignor.

(e) This Agreement will not be binding upon Assignor or Assignee until it is fully executed by and delivered to both parties. This Agreement

may not be amended, modified or supplemented, except by written agreement of Assignor and Assignee, executed by their duly authorized representatives.

(f) Any notice or other communication required or permitted by this Agreement shall not be valid unless in writing and personally delivered or sent by postage prepaid registered or certified United States Mail, with return receipt requested, addressed to the party for whom such notice is intended at the address given for such party in the heading of this Agreement. Notice shall be deemed given upon actual physical receipt by the party to whom the notice is addressed. Either ASSIGNOR or ASSIGNEE may change the address provided for it by notice given to the other party in accordance with this Section 5(f).

(g) No waiver of any breach of this Agreement may be construed as a waiver of any continuing or subsequent breach of the same or any other provision hereof.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written, by order of their respective Boards of Directors.

Signed, Sealed and Delivered
In The Presence Of:

WITNESSES:                                  EASTERN SEABOARD PETROLEUM
                                              COMPANY, INC.

/s/ [ILLEGIBLE]                             By: /s/ [ILLEGIBLE]
-----------------------                         --------------------------------
/s/ SHERRY ADAMS                            Its: Vice President
-----------------------
                                            ATTEST:


                                            By: /s/ MICHAEL F. JORDAN
                                                --------------------------------
                                                Assistant Secretary [SEAL]

Signed, Sealed and Delivered
In The Presence Of:

WITNESSES:                                     STEUART PETROLEUM COMPANY

/s/ [ILLEGIBLE]                                By: /s/ [ILLEGIBLE]
-----------------------------                      ----------------------------

/s/ [ILLEGIBLE]                                Its: President
-----------------------------
                                               ATTEST:

                                               By: /s/ GEORGE C. [ILLEGIBLE]
                                                   -------------------------
                                                   Secretary [SEAL]

Signed, Sealed and Delivered
In The Presence of:

WITNESSES:                                     Agreed and accepted this 20th
                                               day of July, 1984.

/s/ [ILLEGIBLE]                                PORT SUTTON, INC.
----------------------------------
/s/ TULULAH G. THOMAS                          By: /s/ [ILLEGIBLE]
----------------------------------                 ----------------------------
                                               Its: President
                                                    ---------------------------

                                               ATTEST: /s/ DOROTHY C. BERGER
                                                       ------------------------
                                                       Asst Secretary [SEAL]

STATE OF Kentucky )
) SS:
COUNTY OF [ILLEGIBLE] )

On the 10th day of July, 1984, before me personally came James E. Stout and Michael F. Jordan to me known, who, being by me duly sworn, did depose and say that they are the Vice President and Asst Secretary, respectively, of EASTERN SEABOARD PETROLEUM COMPANY, INC., the corporation described in and which executed the above instrument; that they know the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that they signed their names thereto by like order.

/s/ DEBRA J. DOHERTY
--------------------------
Notary Public

My commission expires May 12, 1986

STATE OF WASHINGTON, D.C.)

) SS.

COUNTY OF D.C. )

On the 5th day of July, 1984, before me personally came George C. Sinclair and Leonard C. Steuart, II to me known, who, being by me duly sworn, did depose and say that they are the President and Secretary, respectively, of STEUART PETROLEUM COMPANY, the corporation described in and which executed the above instrument; that they know the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that they signed their names thereto by like order.

/s/ [ILLEGIBLE]
-----------------------
Notary Public
                  (SEAL)

My commission expires of ____________________.

STATE OF FLORIDA           )
                           ) SS.
COUNTY OF HILLSBOROUGH     )

I, Lynne Mayberry, a Notary Public in and for the said county in said state, hereby certify that Robert Thomas whose name as President of Port Sutton, Inc., a corporation, is signed to the foregoing conveyance, and who is known to me, acknowledged before me on this day that, being informed of the contents of the conveyance, he, as such officer and with full authority, executed the same voluntarily for and as the act of said corporation.

Given under my hand and seal of office this 2Oth day of July, 1984.

/s/ LYNNE MAYBERRY
--------------------------
Notary Public
                     (SEAL)

This Instrument Prepared By:

AGREEMENT OF LEASE

THIS AGREEMENT OF LEASE, made as of the 16th day of December 1976, by and between PORT SUTTON INC.; A Florida corporation, herein called "LESSOR", and EASTERN SEABOARD PETROLEUM COMPANY, INC., a Florida corporation, herein called "LESSEE",

WITNESSETH;

That in consideration of the mutual covenants and agreements herein contained, the Lessor does hereby lease unto the Lessee the real property situate at Port Sutton, southeast of the City of Tampa, in Hillsborough County, Florida, described on Exhibit "A" attached hereto and made a part hereof.

TOGETHER with an easement or easements for the non-exclusive use of:

(a) The East-West dock known as Berth 24 located on the south side of Port Sutton channel as indicated on the sketch marked Exhibit "B" and attached hereto, together with the bollards and other appurtenances to such dock and the private channel of Lessor connecting the same with the main ship channel of Hillsborough Bay.

(b) The wharf area adjacent to the aforesaid dock outlined on Exhibit "B" in red.

(c) Easements for utilities and for ingress and egress to and from the aforesaid dock and wharf area over roads, railroads and other rights-of-way from time to time designated by the Lessor necessary or convenient for the leased premises to be operated by the Lessee as a petroleum products terminal.

The real property and easements hereinbefore described are hereinafter called "the leased premises."

TO HAVE AND TO HOLD the above-described premises, together with the tenements, hereditaments, appurtenances and easements thereunto belonging upon the terms and conditions hereinafter stated for a term of ten (10) years, commencing on the 16th

day of December, 1976, and extending to and including the 15th day of December, 1986.

1. Lessee agrees to pay Lessor as rental for leased premises and use of wharfage facilities and the easements hereinabove described the following.

A. Monthly land rent at the rate of Two Hundred Fifty Dollars ($250.00) per acre in the leased premises; plus

B. Wharfage for products brought into the leased premises from vessel, truck, railcar or pipeline as follows:

$0.02 per barrel for the first 2,000,000 barrels

$0.015 per barrel for the second 2,000,000 barrels

$0.01 per barrel over 4,000,000 barrels.

C. Lessee agrees that minimum wharfage will aggregate a minimum of Three Thousand Dollars ($3,000.00) per acre in any contract year. If at the end of any contract year, Lessee has unloaded insufficient volume of product to bring the minimum wharfage to a sum equal to Three Thousand Dollars ($3,000.00 times the number of acres in the leased premises (and remitted therefor), it will within the following fifteen days remit an additional amount sufficient to bring the annual payment for such contract year up to a total equal to Three Thousand Dollars ($3,000.00) times the number of acres in the leased premises.

D. In the event the docking facility on Port Sutton Channel becomes unusable for more than 96 hours through no fault of the Lessee, its agents or employees, or by vessels serving the Lessee, the annual minimum wharfage shall be reduced by the ratio of hours the docking facility is unusable to the total hours in the contract year. This reduction in minimum wharfage shall not alter the demurrage provisions of other paragraphs in this contract.

2. In addition to the amounts hereinabove specified, the Lessor will charge dockage to or against the various vessels employed in the movement of materials to and from the leased premises at a rate not greater than the then current rates estab-

lished by the applicable tariff of the Tampa Port Authority. In the event the Tampa Port Authority ceases to publish its tariffs, then the dockage charge will be established by mutual agreement of the parties for the balance of any lease term or extensions thereof.

3. The leased premises shall be used solely and only for the storage and handling of petroleum products. The premises shall not be used for other purposes except upon the prior written consent of Lessor. Lessee shall have the right to place or install for its exclusive use, on the leased premises unloading facilities, tanks, scales, boilers, pipelines, and other fixtures and equipment, including office buildings and appurtenant structures for the conduct of its business thereon. Any facilities placed within the wharf area shall be so placed and maintained as to facilitate the joint use of said wharf area by the Lessee and the Lessor or its licensees or other tenants. -- All buildings and appurtenances erected or installed on the leased premises shall be properly designed and built to meet all applicable building codes and shall be maintained in good order and condition.

Lessee shall not engage in general stevedoring but may charge other tenants, present and future, of Port Sutton, Inc. an appropriate fee for the use of any facilities, pipelines, or appurtenances which Lessee has placed on the leased premises and easements for its exclusive use; the written consent of the Lessor shall be obtained prior to enacting any such agreement.

4. Lessor covenants and agrees to maintain the dock, constructed in accord with the plans marked Exhibit C and attached hereto, as well as a berth and channel to the main ship channel of Hillsborough Bay having a depth of thirty-four (34) feet at mean low water; provided, however, the Lessee shall be responsible for any damage to any such facilities by its agents or employees or by vessels serving the Lessee.

5. In the event any vessel owned by or under the control or direction of the Lessee sinks or becomes disabled for

reasons other than those caused by Lessor at any dock, channel, slip, turning basin, or fairway located at Port Sutton, the Lessee will promptly and with all reasonable speed refloat and remove said vessel and all debris so as not to interfere with the use of any such mooring facility or channel, or otherwise impede safe navigation to and from Port Sutton facilities; provided, however, that nothing herein contained shall prevent Lessee from recovering its costs and damages from the party causing, or contributing to the cause, of such sinking or disablement.

6. This lease is made upon the express condition that the Lessor shall be free from all liabilities and claims for damages and suits for or by reason of any injury or injuries to any person or persons or property of any kind whatsoever, whether the person or property of Lessee, its agents, or employees, or third persons, from any cause or causes whatsoever while in or upon the leased premises or any part thereof during the term of this agreement or occasioned by any occupancy or use of the leased premises or any activity carried on by Lessee in connection therewith; provided, however, Lessee shall not be liable for the negligence of the Lessor or any of its agents, guests, servants or employees. Each party covenants and agrees to indemnify and save harmless the other party from all liabilities, charges, expenses (including attorneys' fees) and costs on account of or by reason of any such injuries, liabilities, claims, suits or losses however occurring or damages growing out of same, for which the parties are liable hereunder.

7. The Lessee agrees to procure and to constantly maintain in force, at its expense, comprehensive general liability and property damage insurance, in companies satisfactory to the Lessor, the policies thereof to name the Lessor as an additional assured and to have limits of not less than $500,000.00 for death or injury of any one person and $1,000,000.00 for death or injury to persons from any one accident, and property damage

of not less than One Million Dollars ($1,000,000.00).

8. Except as provided in paragraph 4 above, the Lessee shall keep the leased premises and all improvements erected thereon at all times in good condition and repair, shall pay all water, gas, electric, and other utility expenses incident to the occupation and use of the leased premises, and shall pay all taxes and assessments levied upon or assessed against the land described on Exhibit "A" hereof and any improvements thereon during the primary term hereunder, or any extension or renewal thereof.

9. The Lessee shall not permit the leased premises or any improvements thereon or the estate of the Lessee in the same to become subject to any lien, charge, or encumbrance whatsoever and shall indemnify and keep indemnified the Lessor against all such liens, charges, and encumbrances; it being expressly stipulated that the Lessee shall have no authority, express or implied, to create any lien, charge or encumbrance upon the leased premises or the improvements now or hereafter located thereon or upon the estate of the Lessee in the same. Nothing herein contained shall restrict Lessee from selling the facilities constructed by it on the leased premises; and in the event of such a sale, the purchaser thereof shall be relieved of any obligations hereunder, but Lessee shall continue to be bound by the terms and conditions hereof.

10. The Lessee shall permit the Lessor and its agents at all reasonable times to enter upon the leased premises to view the condition of the premises and any improvements thereon.

11. The Lessee shall not make or suffer any use or occupancy of the leased premises contrary to any law or ordinance now or hereafter in force, and shall strictly comply with all laws, ordinances, and rules of any governmental authorities, bodies, or commissions having jurisdiction. The Lessee shall conduct its business and operations on the leased premises in such a manner so as not to create a nuisance, or interfere with

or cause any damages or inconvenience to other tenants of the Lessor, their agents or employees.

12. The Lessee agrees that if by reason of its failure to perform any of the covenants or provisions of this lease, the Lessor shall be compelled to do so or shall do any act which requires the payment of money, then the sum or sums so paid or required to be paid, together with the legal interest and any penalties and costs and attorney's fees shall be considered as so much additional rental and if not paid by Lessee to Lessor upon ten (10) days written demand then the Lessor shall have the same rights and remedies as in the case of the failure of the Lessee to pay the rental.

13. The Lessee shall indemnify the Lessor against all costs and expenses, including counsel fees, lawfully and reasonably incurred in enforcing the terms and conditions of this lease, or in the defense of any action or proceeding involving this lease, or in discharging the premises from any charge, lien or encumbrance, or in obtaining possession after default of the Lessee or the determination of this lease.

14. Upon the expiration of this lease or any extension or renewal hereof, or upon any earlier termination of this lease, Lessee shall yield up and surrender the leased premises in the same condition as they were at the time it originally took possession thereof, reasonable fair wear and tear excepted. The Lessee is specifically given the right at termination of this lease if not in default, to remove from said premises all improvements, machinery, equipment and other personal property placed thereon by Lessee, but, if Lessee removes any part of a permanent improvement or structure, the Lessee must remove the whole of such improvement or structure and restore the site upon which structure or improvement was located to its original condition. Any property remaining on the leased premises ninety (90) days after the termination of this lease shall become the property of the Lessor without process of law, but this provision

shall not limit the Lessor's right under the preceding sentence to require the Lessee to complete the removal of any improvement or structure theretofore partially removed by the Lessee, and should the Lessee fail to so restore the premises, the Lessor may do so at the expense of the Lessee.

15. The Lessor covenants that the Lessee, on paying the rental herein reserved and performing the covenants on its part to be performed, shall and may peaceably and quietly have, hold and enjoy the leased premises during the term hereof; provided, however, should the Lessee fail to make the rental payments hereby required and the same shall remain unpaid after thirty (30) days' written notice to pay the same, or if the Lessee shall neglect or fail to perform or observe any of the covenants contained in this instrument which are on its part to be performed and after thirty (30) days' written notice the same have not been performed or observed, or if the leasehold interest shall be taken on execution or other process of law and such proceedings are not dismissed and the premises returned to the Lessee within sixty (60) days, or if the Lessee shall petition to be or shall be declared a bankrupt or insolvent according to law, or if any assignment shall be made of its property for the benefit of creditors, then and in any of the said cases the Lessor lawfully may, immediately or at any time thereafter, and without further notice or demand, enter into and upon the said premises or any part thereof in the name of the whole, and repossess the same as its own fee simple estate, and expel the Lessee and those claiming under it, and remove their effects (forcibly, if necessary) without being taken or deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rental or preceding breach of covenant, and that upon entry as aforesaid this lease shall be terminated; and the Lessee covenants and agrees that, notwithstanding the termination of this lease and possession regained by the Lessor, it will be and remain liable to the Lessor, after

such possession regained, for any loss sustained by the Lessor on account of the premises being let for the remainder of the original term or any extension thereof for a less sum than before, or at the election of the Lessor, the Lessee will, on and after such termination and so long as the demised premises have not been relet, pay to the Lessor, at the times and in the proportions herein named for the payment of rental, a sum equal to the rental and other payments herein named as liquidated damages for so much of the unexpired term as expires with each such payment, or at the election of the Lessor made upon the termination as aforesaid, or after such payment of liquidated damages as hereinbefore provided, the Lessee will pay to the Lessor as damages such a sum as at the time of such termination represents the difference between the rental value of the leased premises for the remainder of the said term and the rental and other payments herein named. No waiver by the Lessor of any covenant contained in this lease shall be a waiver of any succeeding breach of the same covenant.

16. Neither the Lessor nor the Lessee shall be deemed to be in default on account of any failure or delay of performance of any obligation hereunder when such failure or delay shall be due to any cause or causes beyond its reasonable control; provided that the party so failing or delaying shall exercise due diligence to try to remove promptly such cause or causes, excepting only disputes involving the settlement of strikes or other labor disputes; provided further, however, that this paragraph 16 shall not relieve Lessee of the obligation to remit the sums provided in paragraph 1 of the agreement. In the event Lessee's inability to use the leased premises is due to Lessor's labor disputes, strikes or other labor difficulty, then Lessee's obligations under paragraph 1(b) and 1(c) shall be reduced pro rata for the period of non-utilization caused by Lessor.

17. All notices to the Lessee shall be sent by registered or certified mail addressed to Post Office Box 3233, Jacksonville, Florida, 32206, or at such other address as the Lessee shall designate in writing.

18. All notices to the Lessor shall be sent by registered mail to the Lessor at Post Office Box "E", Tampa, Florida, 33675, or at such other address as the Lessor shall designate in writing. Notwithstanding any provisions in this lease to the contrary concerning modifications, a change in address may be effected by a registered or certified letter sent by either party to the other.

19. All payments to the Lessor under the terms of this lease shall be made at the address designated for notice to the Lessor.

20. Lessor has good right and authority to enter into this lease and shall warrant and defend its right to do so. Lessor further warrants that there are no liens, charges, or encumbrances upon the leased premises, except current taxes, and that it will indemnify and keep indemnified the Lessee against any and all future liens, charges, and encumbrances, other than taxes to be paid by Lessee as hereinbefore provided.

21. This Lease may not be assigned by the Lessee without prior written permission of the Lessor, which permission shall not be unreasonably withheld.

22. The Lessor owns vacant land west of the leased premises which are
[illegible] for future terminals of liquid products. Lessee [illegible] hereinbefore mentioned are for the non-exclusive use on a berth-in-turn basis; except that Lessee shall not have a permit for the unloading of more than one vessel of any other tenant. In order to facilitate availability of the berth, Lessee will furnish Lessor a schedule of expected vessel movements affecting its terminal, and, in any case, will notify Lessor at least seventy-two (72) hours prior to each arrival or at the time of Lessee's vessel sails from its last port of call, whichever is later.

Lessor will permit no use of the berth by vessels requiring more than thirty-six (36) hours to load or unload and will require that each vessel unloading or loading at the berth to expeditiously discharge at the maximum capacity of the vessel

compatible with the terminal facilities and to vacate the berth as soon as possible after discharge.

In the event Lessee's vessel is delayed as a result of a previous vessel occupying the berth for more than thirty-six (36) hours, or, in the event Lessor fails to make available the berth as hereinabove provided, Lessor will pay the full demurrage charges incurred by the Lessee as a result of the delay.

Lessee further agrees that it will expeditiously start and complete its unloading at the maximum pumping capacity of the vessel compatible with the terminal facilities and vacate the berth as soon as possible after discharge upon the request of the Lessor. If Lessee fails to vacate the berth after thirty-six (36) hours as provided above, Lessee will pay to Lessor any demurrage Lessor is obligated to pay other tenants using the berth due to Lessee's failure to vacate.

23. Lessee shall have two successive options of renewing and extending this lease, each such renewal and extension to be for a period of ten years beginning with the date of termination of the preceding ten year lease. Each such option shall be exercised by giving written notice to the lessor no less than ninety (90) days prior to the expiration of the lease then in effect. Each such lease or extension entered into pursuant to an exercise of such option shall be on the same terms and conditions as those expressed herein, except that the rental rate, wharfage and minimum wharfage, shall be increased or decreased for the next ensuing ten years by an amount calculated by multiplying the base rental set forth in paragraph 1 above by a fraction whose numerator is The Consumer Price Index, U. S. City Average, All Items (Base Year 1967) published by the Bureau of Labor Statistics, U.S. Department of Labor, for the third month prior to expiration of such 10-year period whose denominator shall be said consumer price index (U. S. City Average, All Items) for the first month of the original term of this lease. Should the Bureau of Labor Statistics change the manner of computing The Consumer Price Index, the Bureau shall be requested to furnish a conversion factor designated to adjust the new Index to the one previously

in use, and adjustment to the new Index shall be made on the basis of such conversion factor. Should the publication of the Consumer Price Index be discontinued by the Bureau of Labor Statistics, then such other Index as may be published by such Bureau most nearly approaching said discontinued Index shall be used in making the adjustments herein provided. Should the Bureau discontinue the publication of an Index approximating the Index herein contemplated, then such Index as may be published by another United States Government agency as most nearly approximates the Index herein first above mentioned shall govern and be substituted as the Index to be used, subject to the application of an appropriate conversion factor to be furnished by the governmental agency publishing the adopted Index. In the event of any valid delay caused by seeking the proper adjustment for rental payments, as herein provided, Lessee shall continue paying the rental under the last preceding rental adjustment as herein provided, until such time as said proper adjustment has been made, at which time an adjustment shall be made retroactive to the beginning of the year in which the adjustment should have been made.

In any event, the land rent, wharfage, and annual minimum payment shall be no less than specified in Paragraph 1 above.

24. The Lessor agrees to provide and maintain a road for Lessee's non-exclusive use from the southeast corner of the leased property described in Exhibit "A" to Highway U.S. 41. Such road shall be suitable for the two-way traffic of the largest trucks allowed on State of Florida highways. Should lessor dedicate said road to public usage, and a governmental entity accept the road for maintenance providing lessee with ingress and egress, then lessor shall be relieved of its responsibility.

IN WITNESS WHEREOF, the parties hereto have caused these presents to be properly executed by their proper officers

in due form of law, the day and year first above written.

LESSOR:                                      LESSEE:

PORT SUTTON, INC.                            EASTERN SEABOARD PETROLEUM
                                             COMPANY, INC.


BY  /s/ ROBERT THOMAS                        BY  /s/ JOHN W. CONNOLLY JR.
    -------------------------------              -------------------------------
                        President                                    President

BY  DOROTHY C. BERGER                        BY  W. ALVIN WATSON
    -------------------------------              -------------------------------
              Assistant Secretary                          Assistant Secretary

STATE OF FLORIDA )
COUNTY OF HILLSBOROUGH ) ss

I HEREBY CERTIFY, That on this 15th day of December, 1976, before me, the undersigned authority, personally appeared Robert Thomas and Dorothy C. Berger to me known to be the persons described in and who executed the foregoing instrument as President and Secretary, respectively, of PORT SUTTON, INC., a Florida corporation, and who severally and duly acknowledged the execution of such instrument as such officers aforesaid, for and on behalf of and as the act and deed of said corporation for the uses and purposes therein expressed, pursuant to authority lawfully conferred upon them by said corporation and that the seal affixed thereto is the true and genuine corporate seal of said corporation and was affixed thereunto by the said Secretary, under like authority, he being the proper custodian thereof.

WITNESS my hand and official seal the date aforesaid,

/s/ GLORIA J. ALLEN
---------------------------------------
Notary Public for State of Florida
  at Large

My commission expires:

Notary Public State of Florida at Large My Commission Expires Nov. 5, 1977

STATE OF FLORIDA )
COUNTY OF DUVAL ) ss

I HEREBY CERTIFY, That on this 16th day of December, 1976, before me the undersigned authority personally appeared John W. Connolly Jr. and W. Alvin Watson to me known to be the persons described in and who executed the foregoing instrument as President and Secretary, respectively, of EASTERN SEABOARD PETROLEUM COMPANY, INC., a Florida corporation, and who severally and duly acknowledged the execution of such instrument as such officers aforesaid, for and on behalf of and as the act and deed of said corporation, for the uses and purposes therein expressed, pursuant to authority lawfully conferred upon them by said corporation; and that the seal affixed thereto is the true and genuine corporate seal of said corporation and was affixed thereunto by the said Assistant Secretary under like authority, he being the proper custodian thereof.

WITNESS my hand and official seal the date aforesaid.

/s/ JOHN A. BLAIR
------------------------------------
           Notary Public

My commission expires:

Notary Public, State of Florida at Large My commission expires July 27, 1980

[PROPERTY BOUNDARIES]

Exhibit A to Lease
Agreement between Port
Sutton, Inc. and Eastern
Seaboard Petroleum Company
Inc. dated December 16,
1976

Beginning at the NE corner of Section 4, Township 30 South, Range 19 East, Hillsborough County, Florida, run South 2,020 feet parallel to the East boundary of said Section 4; Thence run West 4,160 feet parallel to the North boundary of said Section 4 to the Point of Beginning of the tract hereinbelow described:
Thence continue West parallel to the North boundary of said Section 4 a distance of 650 feet; Thence run South parallel to the East boundary of said Section 4 a distance of 724.9 feet more or less; Thence run northeasterly a distance of 720.8 feet more or less to a point 4,110 feet West and 2,573 feet South of said
Section 4; Thence run North parallel to the East boundary of said Section 4 a distance of 503 feet; Thence run northwesterly a distance of 70.71 feet more or less to the Point of Beginning. An area containing 9.94 +/- acres.

FIRST AMENDMENT TO AGREEMENT OF LEASE

This First Amendment to Agreement of Lease made and entered into this 21st day of May, 1980, by and between Port Sutton, Inc., a Florida corporation ("Lessor") and Eastern Seaboard Petroleum Company, Inc., a Florida corporation, ("Lessee").

WITNESSETH:

WHEREAS, Lessor and Lessee previously entered into an Agreement of Lease (the "Agreement of Lease") dated December 16, 1976 covering certain real property situated at Port Sutton, southeast of the City of Tampa, in Hillborough County, Florida together with nonexclusive easements, as described in said Agreement of Lease, and

WHEREAS, Lessee has requested that the Lessor construct for the Lessee's exclusive use a vessel mooring system described in Subparagraph 2(a) below (the "Vessel Mooring System") adjacent to and west of the area covered by the above referenced Agreement of Lease and grant to Lessee certain easement or easements for the exclusive use of Lessee; and

WHEREAS, Lessor has agreed to construct the Vessel Mooring System to be identified as Berth 25 and to grant the requested easements all to be located as indicated on the sketch attached hereto and made a part hereof as Exhibit "C",

NOW THEREFORE, for and in consideration of the sum of One Dollar ($1.00) each to the other hand paid, receipt of which is hereby acknowledged, and other valuable consideration, Lessor and Lessee stipulate and bind themselves and agree as follows:

1. The definition of the Leased Premises in the Agreement of Lease is modified to add the following after item (c):

"Together with: (i) The exclusive right to Lessee to use the rectangular area outlined in red as shown on Exhibit C and being an area starting where the new sea wall joins the existing sea wall at a point on the westerly side of Berth 24 and whose easterly/westerly running parallel sides are four hundred feet in length and whose northerly/southerly running parallel sides are seventy-five feet in length and the southerly most easterly/westerly line of which runs along the northern edge of the new sea wall, and such exclusive right to be subject only to the right of Lessor in accordance with the terms of the Agreement of Lease to permit the mooring of ships at Berth 24 and to run mooring lines from such moored ship to a mooring bollard located immediately south of this described area as such bollard is shown on Exhibit C.

Exhibit B