EX_10_1


		
			Exhibit 10.1 
		

		
			 
		

		
			 
		

		
			SECOND AMENDMENT
		

		
			TO
		

		
			AMENDED AND RESTATED OMNIBUS AGREEMENT
		

		
			 
		

		
			THIS SECOND AMENDMENT TO AMENDED AND RESTATED OMNIBUS AGREEMENT (“Second Amendment”), dated as of April 14, 2015 (the “Effective Date”) is entered into by and among TransMontaigne LLC., a Delaware limited liability company and formerly known as TransMontaigne Inc. (“TMG”), TransMontaigne GP L.L.C., a Delaware limited liability company (the “General Partner”), TransMontaigne Partners L.P., a Delaware limited partnership (the “Partnership”), TransMontaigne Operating GP L.L.C., a Delaware limited liability company (the “OLP GP”), and TransMontaigne Operating Company L.P., a Delaware limited partnership (the “Operating Partnership”).  The above-named entities are sometimes referred to in this Second Amendment each as a “Party” and collectively as the “Parties.”
		

		
			R E C I T A L S:
		

		
			A.The Parties previously entered into the Amended and Restated Omnibus Agreement dated as of December 31, 2007, but effective for all purposes as of January 1, 2008, as amended by the First Amendment to Amended and Restated Omnibus Agreement as of July l6, 2013 (collectively, the “Original Agreement”).
		

		
			B.The Parties desire to amend the Original Agreement in certain respects.
		

		
			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 hereby agree as follows:
		

		
			ARTICLE 1
DEFINITIONS AND CONSTRUCTION
		

		
			 
		

		
			1.1Defined Terms.  Capitalized terms and references used but not otherwise defined in this Second Amendment have the respective meanings given to such terms in the Original Agreement.  
		

		
			1.2Headings.  All headings herein are intended solely for convenience of reference and shall not affect the meaning or interpretation of the provisions of this Second Amendment.  
		

		
			1.3References.  Each reference in the Original Agreement to “this Restated Agreement”, “herein” or words of like import referring to such Original Agreement shall mean and be a reference to the Original Agreement, as amended by this Second Amendment, and “thereunder”, “thereof” or words of like import shall mean and be a reference to the Original Agreement, as amended by this Second Amendment.  Any notices, requests, certificates and other documents executed and delivered on or after the date hereof may refer to the Original Agreement without making specific reference to this Second Amendment, but nevertheless all such references shall mean the Original Agreement as amended by this Second Amendment.  
		

		

		

		 

 


		

			 

		




		ARTICLE  2
		

		
			AMENDMENT TO AGREEMENT
		

		
			 
		

		
			Section 2.1(b) of the Original Agreement is hereby amended and replaced, in its entirety, to read as follows:
		

		
			 
		

		
			“(b)  Effective as of the date of the Second Amendment, during the Applicable Period, the Compensation Committee and Conflicts Committee of the Partnership’s General Partner shall approve the annual awards granted under the TransMontaigne Services LLC Savings and Retention Plan or any similar successor plan (the “Plan”) to employees performing services to or for the benefit of the Partnership Group.  The aggregate amount of such awards shall be no less than $1.5 million per year.  As awards are payable in accordance with the vesting and payment schedule provided in the Plan, the Partnership shall have the option of paying the awards either in cash or in the Partnership’s common units.  Payments in cash or in the Partnership’s common units may be made to TransMontaigne Services LLC, as the Plan administrator, for the benefit of the plan participants or, alternatively, directly to the plan participants.”
		

		
			 
		

		
			ARTICLE 3
		

		
			MISCELLANEOUS
		

		
			 
		

		
			3.1Effective Date.  This Second Amendment shall be effective as of Effective Date.
		

		
			3.2Scope of Second Amendment.  The Original Agreement is amended only as expressly modified by this Second Amendment.  Except as expressly modified by this Second Amendment, the terms of the Original Agreement remain unchanged, and the Original Agreement is hereby ratified and confirmed by the Parties in all respects.  In the event of any inconsistency between the terms of the Original Agreement and this Second Amendment, this Second Amendment shall prevail to the extent of such inconsistency.
		

		
			3.3Representations and Warranties.  Each Party represents and warrants that this Second Amendment has been duly authorized, executed and delivered by it and that each of this Second Amendment and the Original Agreement constitutes its legal, valid, binding and enforceable obligation, enforceable against it in accordance with its terms, except to the extent such enforceability may be limited by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity.   
		

		
			3.4No Waiver.  Except as expressly provided herein, the execution and delivery of this Second Amendment shall not be deemed or construed to (i) constitute an extension, modification or waiver of any term or condition of the Original Agreement, (ii) give rise to any obligation on the part of any Party to extend, modify or waive any term or condition of the Original Agreement, or (iii) be a waiver by any Party of any of its rights under the Original Agreement, at law or in equity.
		

		
			3.5Reaffirmation.  Each Party hereby reaffirms each and every representation, warranty, covenant, condition, obligation and provision set forth in the Original Agreement, as modified hereby.  
		

		

		

		 

 


		

			 

		




		3.6Choice of Law.  This Second Amendment shall be subject to and governed by the laws of the State of Colorado, excluding any conflicts of law, rule or principle that might refer to the construction or interpretation of this Second Amendment to the laws of another state.  
		

		
			3.7Jurisdiction.  Each Party hereby submits to the jurisdiction of any state or federal court in the State of Colorado and venue in Denver, Colorado (without recourse to arbitration unless both Parties agree in writing), and to service of process by certified mail, delivered to the Party at the most recent designated address.  Each Party hereby irrevocably waives to the fullest extent permitted by applicable law, any objection to personal jurisdiction, whether on grounds of venue, residence or domicile.
		

		
			3.8Waiver by Jury Trial.  Each Party further waives, to the fullest extent permitted by Applicable Law, any right it may have to a trial by jury in respect of any proceedings relating to this Second Amendment.
		

		
			3.9Severability.  If any Article, Section or provision of this Second Amendment shall be determined to be null and void, voidable or invalid by a court of competent jurisdiction, then for such period that the same is void or invalid, it shall be deemed to be deleted from this Second Amendment and the remaining portions of this Second Amendment shall remain in full force and effect.
		

		
			3.10Counterparts; Facsimile Signatures.  This Second Amendment may be executed by the Parties in separate counterparts and delivered by electronic or facsimile transmission or otherwise and all such counterparts shall together constitute one and the same instrument.
		

		
			 
		

		
			[SIGNATURE PAGE FOLLOWS]
		


		

		

		 

 

		IN WITNESS WHEREOF, the Parties have executed this Second Amendment as of the Effective Date.
		

		
			TRANSMONTAIGNE LLC
		

		
			 
		

		
			By:/s/ Frederick W. Boutin
		

		
			Name:  Frederick W. Boutin
		

		
			Title:  Chief Executive Officer
		

		
			 
		

		
			 
		

		
			TRANSMONTAIGNE GP L.L.C.
		

		
			 
		

		
			By:/s/ Frederick W. Boutin
		

		
			Name:  Frederick W. Boutin
		

		
			Title:  Chief Executive Officer
		

		
			 
		

		
			 
		

		
			TRANSMONTAIGNE PARTNERS L.P.
		

		
			 
		

		
			By TransMontaigne GP L.L.C.
		

		
			Its General Partner
		

		
			 
		

		
			By:/s/ Frederick W. Boutin
		

		
			Name:  Frederick W. Boutin
		

		
			Title:  Chief Executive Officer
		

		
			 
		

		
			 
		

		
			TRANSMONTAIGNE OPERATING GP L.L.C.
		

		
			 
		

		
			By:/s/ Frederick W. Boutin
		

		
			Name:  Frederick W. Boutin
		

		
			Title:  Chief Executive Officer
		

		
			 
		

		
			 
		

		
			TRANSMONTAIGNE OPERATING COMPANY L.P.
		

		
			 
		

		
			By TransMontaigne Operating GP L.L.C.
		

		
			Its General Partner
		

		
			 
		

		
			By:/s/ Frederick W. Boutin
		

		
			Name:  Frederick W. Boutin
		

		
			Title:  Chief Executive Officer