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EXHIBIT 10.4



LUBRICANTS & DRILLING FLUIDS

TERMINAL SERVICES AGREEMENT



     THIS LUBRICANTS & DRILLING FLUIDS TERMINAL SERVICES AGREEMENT (hereinafter
referred to as “Agreement”) is effective as of December 23, 2003 (the
“Effective Date”), by and between MIDSTREAM FUEL SERVICE LLC, a Delaware
Limited Liability Corporation (hereinafter referred to as “Operator”), and
MARTIN OPERATING PARTNERS L.P., an Alabama Limited Liability Company
(hereinafter referred to as “Customer”).


WITNESSETH:



     WHEREAS, the Operator operates several marine terminal facilities
(“Terminals”) which are identified in Attachment A; and


     WHEREAS, the Customer is in the lube oil, grease and other products
(“Product”) distribution & third party owned drilling fluids handling
(“Drilling Fluids”) business; and


     WHEREAS, it is the desire of the Operator and the Customer that the
Operator provide unloading, handling, storage, out-loading and other terminal
services with respect to the Customer’s Product and Drilling Fluids at the
Terminals, all on the terms and conditions hereinafter provided.


     NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the Operator and the Customer agree that the Operator shall
provide the hereinafter described terminal services with respect to the
Customer’s Product and Drilling Fluids at the Terminals, on the terms and
conditions provided herein:


	1.
	 	Term of Agreement. The term of this Agreement shall begin on the
Effective Date and shall end on December 31, 2004 and shall continue Year
to Year thereafter, unless terminated by either party with at least sixty
(60) days written notice prior to the end of any term.




	2.
	 	 Operator’s Duties. In consideration of the compensation provided in
Section 3 hereof, the Operator shall provide the following services
(“Terminal Services’) to the Customer at the Terminals:




	 	(a)
	 	Unloading, Handling and Storage Services. The Customer shall
deliver Product to the Terminals either by marine vessel or by
truck. The Operator shall unload the Customer’s Product and
Drilling Fluids from such marine vessels or trucks in accordance
with prevailing industry standards relating to the handling of lube
oils, greases and other products




 







 


and drilling fluids. As required, the Operator shall transfer the
Product to, and store the Product in, any or all of the storage
tanks listed in Attachment B (“Storage Tanks”), or in available
Warehouse Space all of which are located at the Terminals.


Said Tanks shall be available for the use of Customer.


	 	(b)
	 	Out-Loading Services. The Customer’s Product and
Drilling Fluids may be removed from the Terminals by marine vessel
or by truck. The Operator shall provide all out-loading services
necessary to permit the Customer to transfer Product from the
Storage Tanks or Warehouses to the Customer’s designated marine
vessels or trucks for removal from the Terminals.




	 	(c)
	 	Inventory Services. The Operator shall provide to the Customer
inventory reports of Customer’s Product, containing reports as to
receipts and withdrawals of Customer Product, and the balance on
hand of the Product.




	3.
	 	 Operator’s Compensation. For the Terminal Services performed
hereunder, the Operator shall receive the following compensation from the
Customer:




	 	(a)
	 	Handling Fee. The Customer shall compensate the Operator for
the Terminal Services provided hereunder, in the form of a “Handling
Fee” equal to $____ per gallon for Product out-loaded from the
Terminals and __% of all Drilling Fluids Commission Earned by
Customer during a calendar month. The Customer shall have a Minimum
Annual Total Handling (“Minimum”) quantity of ____ gallons of
Product and $____ of Drilling Fluid commission from all
Terminals combined for which they shall pay the Operator this
Handling Fee. Should Customer not meet or exceed this Minimum then
Customer shall compensate Operator for this shortfall at the same
$___ per gallon rate for Product out-loadings and same __% of
Drilling Fluids Commission earned. The invoicing for the Minimum
shortfall (if required) will occur on the first invoice generated
immediately following each calendar year. Should this Agreement be
terminated prior to the end of any calendar year, the Minimum
shortfall, if any, shall be determined based on a prorated
allocation of the Minimum. The Handling Fee shall remain as stated
above until the first anniversary of the Effective Date.
Thereafter, the Handling 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 (as defined below). The




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adjustment shall be calculated as follows: the Handling 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 November, over the
Consumer Price Index for November 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.


	 	(b)
	 	Miscellaneous Fees. The Customer shall reimburse the
Operator for any and all taxes, dockage or wharfage fees, product
testing charges, barge or tug charges, or any other charges which
may be levied against Operator having to do with handling and or
custody of Customer’s Product or Drilling Fluids.




	 	(c)
	 	Payment Terms. Payment of these Fees from the Customer to
the Operator shall be net 30 days from the date of the invoice.




	4.
	 	Title to Product. Title to all of the Customer’s Product received, stored
and handled by the Operator at the Terminals shall remain at all times in
the name of the Customer. The Customer agrees not to deliver for storage
at the Terminals any Product which may not be lawfully stored on the
premises of the Terminals or any Product injurious to the premises or
facilities, or which would render the facilities unfit, after cleaning,
for the proper storage of similar product, 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 Operator shall, at its
sole cost and expense, provide and maintain all handling and storage
equipment and facilities necessary to the performance of its services
expressed hereunder, including without limitation the storage tanks, in
compliance with prevailing industry standards and all applicable Laws (as
defined below) as they may exist from time to time.




	7.
	 	Customers Compliance with Laws. In the conduct of its business in the
premises of the Terminals, the Customer shall comply in all material
respects




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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. 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.


MIDSTREAM FUEL SERVICE LLC


By: Martin Resource Management Corporation, Its Sole Member




	 	 	 
	By:	 	/s/ ROBERT D. BONDURANT
	 	 	








	 	 	 
	Name:	 	Robert D. Bondurant
	 	 	


	Title:	 	Executive Vice President and Chief Financial Officer
	 	 	







MARTIN OPERATING PARTNERS, LP


By:  Martin Operating GP LLC, Its General Partner



	 	 	 
	By:	 	
Martin Midstream Partners L.P., Its Sole Member






	 	 	 
	By:	 	
Martin Midstream GP LLC, Its General Partner






	 	 	 
	By:	 	/s/ ROBERT D. BONDURANT
	 	 	








	 	 	 
	Name:	 	Robert D. Bondurant
	 	 	


	Title:	 	Executive Vice President and Chief Financial Officer
	 	 	







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Attachment A

LUBRICANTS & DRILLING FLUIDS

Terminal Services Agreement

Marine Terminal Facilities (Terminals)




	 	 	 
	1.	 	
Venice, LA
	2.	 	
Amelia, LA
	3.	 	
Berwick, LA
	4.	 	
Intracoastal City, LA
	5.	 	
Cameron (East), LA
	6.	 	
Cameron (West), LA
	7.	 	
Sabine Pass, TX
	8.	 	
Galveston, TX
	9.	 	
Kirby Facility in Channelview, TX
	10.	 	
Freeport, TX (Tesoro)
	11.	 	
Port O’Connor, TX
	12.	 	
Aransas Pass, TX (Harbor Island)





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Attachment B

LUBRICANTS & DRILLING FLUIDS

Terminal Services Agreement

Storage Tank List



LOUISIANA FACILITIES



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Tank	 	Tank	 	Height	 	Diameter	 	Calculated	 	Nominal	 	Stored	 	Construction
	No.	 	Age	 	(feet)	 	(feet)	 	Vol.(gal)	 	Vol. (gal)	 	Materials	 	Materials
	
	 	
	 	
	 	
	 	
	 	
	 	
	 	

	AMELIA
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 4	 	 	1982	 	 	 	13	 	 	 	8	 	 	 	4,888	 	 	 	5,000	 	 	Lube Oil	 	Welded Steel
	 	 5	 	 	1988	 	 	 	18	 	 	 	8	 	 	 	6,769	 	 	 	6,000	 	 	Lube Oil	 	Welded Steel
	 	 6	 	 	1988	 	 	 	18	 	 	 	8	 	 	 	6,769	 	 	 	6,000	 	 	Lube Oil	 	Welded Steel
	 	 7	 	 	1988	 	 	 	15	 	 	 	12	 	 	 	12,691	 	 	 	12,600	 	 	Lube Oil	 	Welded Steel
	 	 8	 	 	1988	 	 	 	15	 	 	 	12	 	 	 	12,691	 	 	 	12,600	 	 	Lube Oil	 	Welded Steel
	 	 9	 	 	1988	 	 	 	15	 	 	 	12	 	 	 	12,691	 	 	 	12,600	 	 	Lube Oil	 	Welded Steel
	 	10	 	 	1988	 	 	 	18	 	 	 	8	 	 	 	6,769	 	 	 	6,000	 	 	Lube Oil	 	Welded Steel
	 	11	 	 	1988	 	 	 	18	 	 	 	8	 	 	 	6,769	 	 	 	6,000	 	 	Lube Oil	 	Welded Steel
	 	12	 	 	1988	 	 	 	18	 	 	 	8	 	 	 	6,769	 	 	 	6,000	 	 	Lube Oil	 	Welded Steel
	 	13	 	 	1988	 	 	 	18	 	 	 	8	 	 	 	6,769	 	 	 	6,000	 	 	Lube Oil	 	Welded Steel
	 	14	 	 	1988	 	 	 	18	 	 	 	9	 	 	 	6,013	 	 	 	8,000	 	 	Lube Oil	 	Welded Steel
	 	15	 	 	1988	 	 	 	18	 	 	 	9	 	 	 	6,013	 	 	 	8,000	 	 	Lube Oil	 	Welded Steel
	 	16	 	 	1988	 	 	 	18	 	 	 	9	 	 	 	6,013	 	 	 	8,000	 	 	Lube Oil	 	Welded Steel
	 	17	 	 	1988	 	 	 	18	 	 	 	9	 	 	 	8,567	 	 	 	8,000	 	 	Lube Oil	 	Welded Steel
	 	18	 	 	1998	 	 	 	12	 	 	 	6	 	 	 	2,538	 	 	 	3,000	 	 	Lube Oil	 	Welded Steel
	BERWICK
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 3	 	 	2002	 	 	 	5	 	 	 	3.5	 	 	 	360	 	 	 	350	 	 	Used Oil	 	 	 	 
	 	 4	 	 	2002	 	 	 	6	 	 	 	4	 	 	 	564	 	 	 	594	 	 	Lube Oil	 	 	 	 
	CAMERON EAST
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 3	 	 	1982	 	 	 	12	 	 	 	15	 	 	 	12,500	 	 	 	12,500	 	 	Lube Oil	 	Welded Steel
	 	 6	 	 	1985	 	 	 	15	 	 	 	10	 	 	 	8,812	 	 	 	8,800	 	 	Lube Oil	 	Welded Steel
	 	 7	 	 	1985	 	 	 	15	 	 	 	10	 	 	 	8,812	 	 	 	8,800	 	 	Lube Oil	 	Welded Steel
	CAMERON WEST
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	INTRACOASTAL CITY	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 9	 	 	1969	 	 	 	10	 	 	 	9	 	 	 	6,732	 	 	 	6,000	 	 	Lube Oil	 	Welded Steel
	 	10	 	 	1969	 	 	 	10	 	 	 	9	 	 	 	6,732	 	 	 	6,000	 	 	Lube Oil	 	Welded Steel
	 	11	 	 	1969	 	 	 	10	 	 	 	9	 	 	 	6,732	 	 	 	6,000	 	 	Lube Oil	 	Welded Steel
	 	12	 	 	1969	 	 	 	10	 	 	 	9	 	 	 	6,732	 	 	 	6,000	 	 	Lube Oil	 	Welded Steel
	 	13	 	 	1969	 	 	 	10	 	 	 	9	 	 	 	6,732	 	 	 	6,000	 	 	Lube Oil	 	Welded Steel
	 	14	 	 	1969	 	 	 	10	 	 	 	9	 	 	 	6,732	 	 	 	6,000	 	 	Lube Oil	 	Welded Steel
	 	15	 	 	1969	 	 	 	10	 	 	 	9	 	 	 	6,732	 	 	 	6,000	 	 	Lube Oil	 	Welded Steel
	 	16	 	 	1969	 	 	 	10	 	 	 	9	 	 	 	6,732	 	 	 	6,000	 	 	Lube Oil	 	Welded Steel
	 	17	 	 	1969	 	 	 	10	 	 	 	9	 	 	 	6,732	 	 	 	6,000	 	 	Lube Oil	 	Welded Steel
	 	18	 	 	1969	 	 	 	10	 	 	 	9	 	 	 	6,732	 	 	 	6,000	 	 	Lube Oil	 	Welded Steel
	 	19	 	 	1969	 	 	 	10	 	 	 	9	 	 	 	6,732	 	 	 	6,000	 	 	Lube Oil	 	Welded Steel
	 	20	 	 	1969	 	 	 	10	 	 	 	9	 	 	 	6,732	 	 	 	6,000	 	 	Lube Oil	 	Welded Steel
	 	21	 	 	1969	 	 	 	10	 	 	 	9	 	 	 	6,732	 	 	 	6,000	 	 	Lube Oil	 	Welded Steel
	VENICE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





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Attachment B

LUBRICANTS & DRILLING FLUIDS

Terminal Services Agreement

Storage Tank List



TEXAS FACILITIES



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FREEPORT #1

	FREEPORT OOS

	GALVESTON #1

	 	 	 	1	 	 	1982	 	 	 	18	 	 	 	10.5	 	 	 	11,653	 	 	 	12,000	 	 	Lube Oil	 	V - Welded Steel
	 	 	 	2	 	 	1982	 	 	 	18	 	 	 	10.5	 	 	 	11,653	 	 	 	12,000	 	 	Lube Oil	 	V - Welded Steel
	 	 	 	3	 	 	1982	 	 	 	18	 	 	 	10.5	 	 	 	11,653	 	 	 	12,000	 	 	Lube Oil	 	V - Welded Steel
	 	 	 	4	 	 	1987	 	 	 	10	 	 	 	12	 	 	 	8,455	 	 	 	8,800	 	 	Lube Oil	 	V - Welded Steel
	GALVESTON #1 CONTINUED

	 	 	 	5	 	 	1987	 	 	 	10	 	 	 	12	 	 	 	8,455	 	 	 	8,800	 	 	Lube Oil	 	V - Welded Steel
	 	 	 	6	 	 	1987	 	 	 	21	 	 	 	8	 	 	 	7,896	 	 	 	8,000	 	 	Lube Oil	 	H - Welded Steel
	 	 	 	7	 	 	1987	 	 	 	21	 	 	 	8	 	 	 	7,896	 	 	 	8,000	 	 	Lube Oil	 	H - Welded Steel
	 	 	 	8	 	 	1999	 	 	 	15	 	 	 	10	 	 	 	8,000	 	 	 	8,800	 	 	Lube Oil	 	V - Welded Steel
	 	 	 	9	 	 	1999	 	 	 	15	 	 	 	10	 	 	 	8,000	 	 	 	8,800	 	 	Lube Oil	 	V - Welded Steel
	 	 	  10	 	 	1999	 	 	 	15	 	 	 	10	 	 	 	8,000	 	 	 	8,800	 	 	Lube Oil	 	V - Welded Steel
	HARBOR ISLAND

	 	 	 	3	 	 	1976	 	 	 	16	 	 	 	7	 	 	 	4,603	 	 	 	4,500	 	 	Lube Oil	 	V - Welded Steel
	 	 	 	4	 	 	1995	 	 	 	14	 	 	 	10	 	 	 	8,221	 	 	 	8,000	 	 	Lube Oil	 	H - Welded Steel
	 	 	 	5	 	 	1995	 	 	 	14	 	 	 	10	 	 	 	8,221	 	 	 	8,000	 	 	Lube Oil	 	H - Welded Steel
	 	 	 	6	 	 	1976	 	 	 	12	 	 	 	8	 	 	 	4,510	 	 	 	4,500	 	 	Lube Oil	 	V - Welded Steel
	 	 	 	7	 	 	1995	 	 	 	12	 	 	 	8	 	 	 	4,510	 	 	 	5,000	 	 	Lube Oil	 	H - Welded Steel
	 	 	 MI-3	 	 	1985	 	 	 	16	 	 	 	14.5	 	 	 	19,753	 	 	 	20,000	 	 	Oil Based Mud	 	V - Welded Steel
	 	 	 MI-4	 	 	1988	 	 	 	16	 	 	 	14.5	 	 	 	19,753	 	 	 	20,000	 	 	Oil Based Mud	 	V - Welded Steel
	 	 	 MI-5	 	 	1985	 	 	 	16	 	 	 	14.5	 	 	 	19,753	 	 	 	20,000	 	 	Oil Based Mud	 	V - Welded Steel
	 	 	 MI-6	 	 	1985	 	 	 	16	 	 	 	14.5	 	 	 	19,753	 	 	 	20,000	 	 	Oil Based Mud	 	V - Welded Steel
	 	 	 MI-7	 	 	1985	 	 	 	16	 	 	 	14.5	 	 	 	19,753	 	 	 	20,000	 	 	H2O Oil Based Mud	 	V - Welded Steel
	 	 	 MI-8	 	 	1985	 	 	 	16	 	 	 	14.5	 	 	 	19,753	 	 	 	20,000	 	 	H2O Oil Based Mud	 	V - Welded Steel
	 	 	 MI-9	 	 	1985	 	 	 	16	 	 	 	14.5	 	 	 	19,753	 	 	 	20,000	 	 	H2O Oil Based Mud	 	V - Welded Steel
	 	 	MI-10	 	 	1985	 	 	 	16	 	 	 	14.5	 	 	 	19,753	 	 	 	20,000	 	 	H2O Oil Based Mud	 	V - Welded Steel
	HOUSTON

	PORT O’CONNOR #1

	 	 	 	4	 	 	1983	 	 	 	16	 	 	 	8	 	 	 	6,013	 	 	 	6,000	 	 	Lube Oil	 	V - Welded Steel
	 	 	 	5	 	 	1983	 	 	 	16	 	 	 	8	 	 	 	6,013	 	 	 	6,000	 	 	Lube Oil	 	V - Welded Steel
	 	 	 	6	 	 	1983	 	 	 	24	 	 	 	5.5	 	 	 	4,263	 	 	 	4,200	 	 	Lube Oil	 	H - Welded Steel
	 	 	 	7	 	 	1983	 	 	 	24	 	 	 	5.5	 	 	 	4,263	 	 	 	4,200	 	 	Lube Oil	 	H - Welded Steel
	 	 	 	8	 	 	1983	 	 	 	20	 	 	 	10	 	 	 	11,744	 	 	 	12,000	 	 	Lube Oil	 	Welded Steel
	 	 	 	9	 	 	1983	 	 	 	20	 	 	 	10	 	 	 	11,744	 	 	 	12,000	 	 	Lube Oil	 	Welded Steel
	SABINE PASS

	 	 	 	2	 	 	1985	 	 	 	15	 	 	 	10	 	 	 	8,808	 	 	 	9,000	 	 	Lube Oil	 	Welded Steel
	 	 	 	3	 	 	1985	 	 	 	15	 	 	 	10	 	 	 	8,808	 	 	 	9,000	 	 	Lube Oil	 	Welded Steel
	 	 	 	4	 	 	1985	 	 	 	15	 	 	 	10	 	 	 	8,808	 	 	 	9,000	 	 	Lube Oil	 	Welded Steel
	 	 	 	6	 	 	1992	 	 	 	27	 	 	 	8	 	 	 	10,146	 	 	 	10,000	 	 	Lube Oil	 	Welded Steel
	 	 	 	7	 	 	1992	 	 	 	27	 	 	 	8	 	 	 	10,146	 	 	 	10,000	 	 	Lube Oil	 	Welded Steel
	 	 	 	8	 	 	1992	 	 	 	14	 	 	 	8	 	 	 	5,261	 	 	 	5,000	 	 	Lube Oil	 	Welded Steel







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