Exhibit
10.1


THIRD AMENDMENT


 


TO


 


OMNIBUS AGREEMENT


 


among


 


TRANSMONTAIGNE INC.


 


TRANSMONTAIGNE GP L.L.C.


 


TRANSMONTAIGNE PARTNERS L.P.


 


TRANSMONTAIGNE OPERATING GP L.L.C.


 


and


 


TRANSMONTAIGNE OPERATING COMPANY L.P.


 



   
 















 


THIRD
AMENDMENT

TO

OMNIBUS AGREEMENT


THIS THIRD AMENDMENT TO OMNIBUS AGREEMENT (“Third
Amendment”) dated as of December 29, 2006, but effective for all purposes as of
January 1, 2007 (the “Effective Date”) is entered into by and among
TransMontaigne Inc., a Delaware corporation (“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 Agreement each as a “Party”
and collectively as the “Parties.”


R E C I T A L S:


A.            The
Parties have previously entered into an Omnibus Agreement, effective as of May
27, 2005 (the “Original Agreement”).


B.            The
Parties have previously amended the Original Agreement by execution of the
First Amendment to Omnibus Agreement dated October 31, 2005 (the “First
Amendment”), and the Second Amendment to Omnibus Agreement dated as of January
1, 2006 (the “Second Amendment”; the Original Agreement, as amended by the
First Amendment and the Second Amendment, the “Amended Agreement”).


C.            The
Operating Partnership has entered into a Facilities Sale Agreement dated as
of December 29, 2006 (the “FSA”) with TransMontaigne Product Services Inc. (“TPSI”)
to purchase certain refined petroleum product terminals and related truck loading,
marine dock facilities, LPG storage facilities and other assets located in the
Brownsville Terminal Complex and the River Facilities Complex (each as defined
in the FSA, and collectively, the “Facilities”) from TPSI (the “Transaction”),
which Transaction is anticipated to close on or about December 29, 2006 (the “Closing
Date”).


D.            Pursuant
to the Amended Agreement, TMG has agreed to provide management, legal,
accounting and tax services (the “Services”) with respect to the Facilities
from and after the Closing Date, as well as provide personnel to operate the
Facilities.


E.             As
set forth in Section 4.1(a) of the Amended Agreement, in the event the
Partnership or any of its affiliates should acquire or construct additional
assets during the term of the Amended Agreement, TMG may propose and the
Partnership and the General Partner may agree to pay a revised administrative
fee for the provision by TMG of the Services.


F.             In
conjunction with the Transaction, and as provided in Section 4.1(a) of the
Amended Agreement, the Parties desire to further amend the Amended 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 hereto hereby
agree as follows:


1.             Definitions.  Capitalized terms, unless otherwise defined
herein, shall have the meanings ascribed thereto in the Amended Agreement.


2.             Administrative Fee.  Subparagraph (a) of Section 4.1 of the
Amended Agreement shall be amended by deleting the reference to $3,250,000 with
respect to the Administrative Fee (which, pursuant to Section 4.1(a) of the
Amended Agreement, was increased to $3,400,000), and in lieu thereof inserting
the sum of $6.9 Million, representing an increase of $3,500,000 to reflect the
Partnership’s increased allocation of the cost of the Services to be provided
to the Partnership by TMG and its affiliates as a result of the Transaction.


3.             Effective Time.  This Third Amendment shall be effective as of
the Effective Date.


4.             Governing Law.  This Third 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 the construction or interpretation of this
Third Amendment to the laws of another state. 
Each Party hereby submits to the jurisdiction of the state and federal
courts in the State of Colorado and to venue in Denver, Colorado.


Except as otherwise amended
herein, the remaining terms and provisions of the Amended Agreement shall
remain in full force and effect.


IN WITNESS WHEREOF, the Parties have executed this
Third Amendment as of the date above set forth.


	
   

  	
  TRANSMONTAIGNE INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William S. Dickey

  
	
   

  	
   

  	
  Name:

  	
  William S. Dickey

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and Chief

  
	
   

  	
   

  	
   

  	
  Operating Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TRANSMONTAIGNE GP L.L.C.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William S. Dickey

  
	
   

  	
   

  	
  Name:

  	
  William S. Dickey

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  
	
   

  	
   

  	
   

  	
  Chief Operating Officer

  



 



 2
 






 



 


	
   

  	
  TRANSMONTAIGNE PARTNERS L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  TransMontaigne GP L.L.C.

  
	
   

  	
  Its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William S. Dickey

  
	
   

  	
   

  	
  Name:

  	
  William S. Dickey

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  
	
   

  	
   

  	
   

  	
  Chief Operating Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TRANSMONTAIGNE OPERATING GP L.L.C.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William S. Dickey

  
	
   

  	
   

  	
  Name:

  	
  William S. Dickey

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President, Chief

  
	
   

  	
   

  	
   

  	
  Operating Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TRANSMONTAIGNE OPERATING COMPANY L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  TransMontaigne Operating GP L.L.C.

  
	
   

  	
  Its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William S. Dickey

  
	
   

  	
   

  	
  Name:

  	
  William S. Dickey

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President, Chief

  
	
   

  	
   

  	
   

  	
  Operating Officer

  



 



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