Use these links to rapidly review the documentITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA TABLE OF CONTENTS



UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K

|(Mark One)                                  |  |                                                                                         
|------------------------------------------- |  | ----------------------------------------------------------------------------------------
|ý                                           |  | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934    
|for the fiscal year ended December 31, 2006
|OR                                         
|o                                           |  | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period            to

Commission File Number 001-32505

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TRANSMONTAIGNE PARTNERS L.P.(Exact name of registrant as specified in its charter)

|Delaware                                                       |  | 34-2037221                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

Suite 3100, 1670 Broadway
Denver, Colorado 80202(Address, including zip code, of principal executive offices)

(303) 626-8200(Telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

|Title of Each Class          |  | Name of Each Exchange
on Which Registered
|---------------------------- |  | -----------------------------------------
|Common Limited Partner Units |  | New York Stock Exchange                  

Securities registered pursuant to Section 12(g) of the Act:

NONE

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Indicate
by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o No ý

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes o No ý

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ý No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. ý

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

Large
accelerated Filer o            Accelerated Filer ý            Non-accelerated
Filer o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
Yes o No ý

The aggregate market value of common limited partner units held by non-affiliates of the Registrant was $120,601,600.

The
aggregate market value was computed by reference to the last sale price ($32.00 per common unit) of the Registrant's common limited partner units on the New York Stock Exchange on
March 2, 2007.

The
number of the registrant's common limited partner units outstanding on March 2, 2007 was 3,972,500.

DOCUMENTS INCORPORATED BY REFERENCE

None.



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TABLE OF CONTENTS



|Item     |  |                                                                                                               
|-------- |  | --------------------------------------------------------------------------------------------------------------
|         |  | Part I                                                                                                        
|1 and 2. |  | Business and Properties                                                                                       
|1A.      |  | Risk Factors                                                                                                  
|3.       |  | Legal Proceedings                                                                                             
|4.       |  | Submission of Matters to a Vote of Security Holders                                                           
|         |  | Part II                                                                                                       
|5.       |  | Market for the Registrant's Common Units, Related Unitholder Matters and Issuer Purchases of Equity Securities
|6.       |  | Selected Financial Data                                                                                       
|7.       |  | Management's Discussion and Analysis of Financial Condition and Results of Operations                         
|7A.      |  | Quantitative and Qualitative Disclosures About Market Risks                                                   
|8.       |  | Financial Statements and Supplementary Data                                                                   
|9.       |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosures                         
|9A.      |  | Controls and Procedures                                                                                       
|9B.      |  | Other Information                                                                                             
|         |  | Part III                                                                                                      
|10.      |  | Directors, Executive Officers of Our General Partner and Corporate Governance                                 
|11.      |  | Executive Compensation                                                                                        
|12.      |  | Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters                 
|13.      |  | Certain Relationships and Related Transactions, and Director Independence                                     
|14.      |  | Principal Accountant Fees and Services                                                                        
|         |  | Part IV                                                                                                       
|15.      |  | Exhibits, Financial Statement Schedules                                                                       

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Our annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and any amendments to such
reports, will be available free of charge on our website atwww.transmontaignepartners.comunder the heading "Unitholder Information" "SEC Filings" as
soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, including the following:



Our
business and results of operations are subject to risks and uncertainties, many of which are beyond our ability to control or predict. Because of these risks and uncertainties,
actual results may differ materially from those expressed or implied by forward-looking statements, and investors are cautioned not to place undue reliance on such statements, which speak only as of
the date thereof.

Important
factors, many of which are described in more detail in "Item 1A. Risk Factors," that could cause actual results to differ materially from our expectations include, but are not
limited to:



We
do not intend to update these forward-looking statements except as required by law.

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Part I

ITEMS 1 AND 2. BUSINESS AND PROPERTIES

OVERVIEW

TransMontaigne Partners L.P. is a publicly traded Delaware limited partnership formed in February 2005 by TransMontaigne Inc. We commenced
operations upon the closing of our initial public offering on May 27, 2005. Effective December 31, 2005, we changed our year end for financial and tax reporting purposes from
June 30 to December 31. Our common units are traded on the New York Stock Exchange under the symbol "TLP." Our principal executive offices are located at 1670 Broadway, Denver, Colorado
80202; our telephone number is (303) 672-8200. Unless the context requires otherwise, references to "we," "us," "our," "TransMontaigne Partners," "Partners" or the "partnership" are
intended to mean TransMontaigne Partners L.P., our wholly-owned and controlled operating limited partnerships and their subsidiaries. References to TransMontaigne Inc. are intended to mean
TransMontaigne Inc. and its subsidiaries other than TransMontaigne GP L.L.C., our general partner, TransMontaigne Partners and subsidiaries of TransMontaigne Partners.

We
are a refined petroleum products terminaling and transportation company with operations along the Gulf Coast, in Brownsville, Texas, along the Mississippi and Ohio rivers and in the
Midwest. We provide integrated terminaling, storage, transportation and related services for companies engaged in the distribution and marketing of refined petroleum products and crude oil, including
TransMontaigne Inc. We handle light refined products, heavy refined products, crude oil, chemicals and fertilizers. Light refined products include gasolines, distillates and jet fuels, and
heavy refined products include residual fuel oils and asphalt. We do not purchase or market products that we handle or transport. Therefore, we do not have material direct exposure to changes in
commodity prices, except
for the value of product gains and losses arising from our terminaling services agreements with our customers.

We
are controlled by our general partner, TransMontaigne GP L.L.C., which is a wholly-owned subsidiary of TransMontaigne Inc. Effective September 1, 2006, Morgan Stanley
Capital Group Inc., which we refer to as Morgan Stanley Capital Group, acquired all of the issued and outstanding capital stock of TransMontaigne Inc. As a result, Morgan Stanley, which
is the parent company of Morgan Stanley Capital Group, became the indirect owner of 100% of our general partner. The following diagram depicts our current organization and structure.

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GRAPHIC

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TransMontaigne Inc.,
formed in 1995, is a terminaling, distribution and marketing company that markets refined petroleum products to wholesalers, distributors, marketers and
industrial and commercial end users throughout the United States, primarily in the Gulf Coast, East Coast and Midwest regions. TransMontaigne Inc. also provides supply chain management services
to various customers throughout the United States. TransMontaigne Inc. relies on us to provide substantially all of the integrated terminaling services it requires to support its operations
along the Gulf Coast, in Brownsville, Texas, along the Mississippi and Ohio rivers, and in the Midwest.

Morgan
Stanley Capital Group is the principal commodities trading arm of Morgan Stanley. Morgan Stanley Capital Group is a leading global commodity trader involved in proprietary and
counterparty-driven trading in numerous commodities markets including crude oil, refined petroleum products, natural gas and natural gas liquids, coal, electric power, base and precious metals and
others. Morgan Stanley Capital Group engages in trading both physical commodities, like refined petroleum products that we handle in our terminals, and exchange or
over-the-counter commodities derivative instruments. Morgan Stanley Capital Group has also made acquisitions, including the acquisition of TransMontaigne Inc., that
complement Morgan Stanley's commodity trading activities.

Our
existing facilities are located in four geographic regions, which we refer to as our Gulf Coast, Brownsville, River and Midwest facilities.



RECENT ACQUISITIONS

On December 29, 2006, we acquired the River and Brownsville facilities from TransMontaigne Inc. for an aggregate purchase price of
$135 million. We financed the acquisition of the River and Brownsville facilities through additional borrowings under our amended and restated senior secured credit agreement. The acquisition
was approved by the conflicts committee of the board of directors of our general partner.

On
January 1, 2006, we acquired a refined product terminal in Mobile, Alabama from TransMontaigne Inc. for approximately $17.9 million.

INDUSTRY OVERVIEW

Refined product terminaling and pipeline transportation companies, such as TransMontaigne Partners, facilitate the movement of refined products to consumers
around the country. Consumption of refined products in the United States exceeds domestic production, which necessitates the importing

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of
refined products from other countries. Moreover, a substantial majority of the petroleum product refining that occurs in the United States is concentrated in the Gulf Coast region, which
necessitates the transportation of domestic product to other areas, such as the East Coast, Florida, Midwest and West Coast regions of the country. Terminaling and pipeline transportation companies
receive, store, blend, treat and distribute refined products, both domestic and imported, as they are transported from refineries to retailers and end-users.

Refining.Refineries in the Gulf Coast region refine crude oil into various "light oils" and "heavy
oils." Light oils include gasolines and distillates, such as diesel fuels, heating oils and jet fuels. Heavy oils include residual fuel oils and asphalt. These products have various characteristics,
such as sulfur content, octane level, Reid-vapor pressure and other chemical characteristics. Refined petroleum products of specific grade and characteristics are substantially identical
in composition from one refinery to another and are referred to as being "fungible." The refined products initially are stored at the refineries' own terminal facilities. The refineries owned by major
oil companies then schedule for delivery some of their product output to satisfy their own retail delivery obligations, at branded gasoline stations, for example, and sell the remainder of their
product output to independent marketing and distribution companies or traders, such as TransMontaigne Inc. and Morgan Stanley Capital Group, for resale. The major refineries typically prefer to
sell their excess product to independent marketing and distribution companies rather than to other refineries and integrated oil companies, which are their primary competitors.

Transportation.For an independent distribution and marketing company, such as
TransMontaigne Inc. to distribute product in the wholesale markets, it must first schedule that product for shipment by tankers or barges or on common carrier pipelines to a terminal.

Product
is transported to marine terminals, such as our Gulf Coast terminals and Baton Rouge, Louisiana dock facility, by tankers or barges. Because there are economies of scale in
transporting products by vessel, marine terminals with larger storage capacities for various commodities have the ability to offer their customers lower per-barrel freight costs to a
greater extent than do terminals with smaller storage capacities.

Product
reaches inland terminals, such as our Mt. Vernon, Rogers and Oklahoma City terminals, by common carrier pipelines. Common carrier pipelines are pipelines with published tariffs
that are regulated by the Federal Energy Regulatory Commission, or FERC, or state authorities. These pipelines ship product in batches, with each batch generally consisting of fungible product owned
by several different companies. As a batch of product is shipped on a pipeline, each terminal operator along the way draws the volume of fungible product that is scheduled for that facility as the
batch passes in the pipeline. Consequently, each terminal operator must monitor the type of product in the common carrier pipeline to determine when to draw product scheduled for delivery to that
terminal. In addition, both the common carrier pipeline and the terminal operator monitor the volume of product drawn to ensure that the amount scheduled for delivery at that location is actually
received.

At
both inland and marine terminals, the various refined petroleum products are segregated and stored in tanks. Because the characteristics of gasoline are required to be changed at
least twice per year in many locations to meet government regulations, regular unleaded gasoline produced for winter cannot be stored in a tank together with regular unleaded gasoline produced for
summer.

Delivery.Most terminals have a tanker truck loading facility commonly referred to as a "rack."
Often, commercial and industrial end-users and independent retailers rely on independent trucking companies to pick up product at the rack and transport it to the end-user or
retailer at its location. Each truck holds an aggregate of approximately 8,000 gallons (approximately 190 barrels) of various products in different compartments. The driver swipes a magnetic card that
identifies the customer purchasing the product, the carrier and the driver as well as the products to be pumped into the truck.

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A
computerized system electronically reviews the credentials of the carrier, including insurance and certain mandated certifications, the credit of the customer and confirms the customer is within
product allocation limits. When all conditions are verified as being current and correct, the system authorizes the delivery of the product to the truck. As product is being loaded into the truck,
additives are injected into products, including all gasolines, to conform to government specifications and individual customer requirements. If a truck is loading gasoline for retail sale by an
independent gasoline station, generic additives will be added to the gasoline as it is loaded into the truck. If the gasoline is for delivery to a branded retail gasoline station, the proprietary
additive compound of that particular retailer will be added to the gasoline as it is loaded. The type and amount of additive are electronically and mechanically controlled by equipment located at the
truck loading rack. Approximately one to two gallons of additive are injected into an 8,000 gallon truckload of gasoline.

At
marine terminals, the product will be stored in tanks and may be delivered to tanker trucks over a rack in the same manner as at an inland terminal. Product also may be delivered to
cruise ships and other vessels, known as bunkering, either at the dock, through a pipeline or truck, or by barge. Cruise ships typically purchase approximately 6,000 to 8,000 barrels, the equivalent
of approximately 42 tanker truckloads, of product per refueling. Bunker fuel is a mixture of residual fuel oil and distillate. Each large vessel generally requires its own mixture of bunker fuel to
match the distinct characteristics of that ship's engines and turbines. Because the mixture for each ship requires precision to mix and deliver, cruise ships often prefer to refuel in United States
ports with experienced companies.

OUR OPERATIONS

Our existing terminal facilities are located in the United States along the Gulf Coast, in Brownsville, Texas, along the Mississippi and Ohio rivers and in the
Midwest. We use our terminaling facilities to, among other things:



We
derive revenues from our refined product terminals by charging fees for providing the following integrated terminaling and related services: throughput and additive injection fees
based on the volume of product distributed at a contracted rate per barrel, terminaling storage fees based on a per barrel of storage capacity per month, and ancillary services including heating and
mixing of stored products,
product transfer services, and product gains and losses arising from the terminaling services agreements with our customers. We generate revenues at the Razorback Pipeline by charging a tariff
regulated by FERC, based on the volume of product transported and the distance from the origin point to the delivery point. We also generate management fees associated with the
bi-directional refined products pipeline that we manage and operate for PMI on a cost-plus basis.

TransMontaigne Inc.
and Marathon Petroleum Company LLC, which we refer to as Marathon, are the principal customers at our Florida and Midwest facilities,
TransMontaigne Inc. is our principal customer at our Midwest facilities and our principal customers at our Brownsville and River facilities

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include:
Valero Energy Corporation and its affiliates, which we refer to as Valero, Morgan Stanley Capital Group and PMI. Financial information for each reportable segment is included in
Note 15 of the Notes to consolidated financial Statements in Item 8 of this annual report.

The
locations and approximate aggregate active storage capacity at our terminal facilities as of December 31, 2006 are as follows:

|Locations                           |                                           | Active Storage
Capacity
(shell bbls) |          
|----------------------------------- | ----------------------------------------- | ------------------------------------ | ---------
|Gulf Coast Facilities               |                                           |                                      |          
|Florida                             |                                           |                                      |          
|                                    | Port Everglades Complex                   |                                      |          
|                                    |                                           | Port EvergladesNorth                |          
|                                    |                                           | Port EvergladesSouth                |          
|                                    | Jacksonville                              |                                      | 271,000  
|                                    | Cape Canaveral                            |                                      | 727,000  
|                                    | Port Manatee                              |                                      | 1,385,000
|                                    | Fisher Island                             |                                      | 672,000  
|                                    | Tampa                                     |                                      | 496,000  
|                                    | Mobile, AL                                |                                      | 235,000  
|                                    |                                           |                                      |          
|Gulf Coast Total                    |                                           | 5,778,000                            |          
|                                    |                                           |                                      |          
|Midwest Facilities                  |                                           |                                      |          
|                                    | Rogers and Mt. Vernon (aggregate amounts) |                                      | 404,000  
|                                    | Oklahoma City                             |                                      | 157,000  
|                                    |                                           |                                      |          
|Midwest Total                       |                                           | 561,000                              |          
|                                    |                                           |                                      |          
|                                    |                                           |                                      |          
|Brownsville, Texas Terminal Complex |                                           | 2,215,000                            |          
|                                    |                                           |                                      |          
|River Facilities                    |                                           |                                      |          
|                                    | Arkansas City, AR                         |                                      | 769,000  
|                                    | Evansville, IN                            |                                      | 218,000  
|                                    | New Albany, IN                            |                                      | 201,000  
|                                    | Greater Cincinnati, KY                    |                                      | 200,000  
|                                    | Henderson, KY                             |                                      | 133,000  
|                                    | Louisville, KY                            |                                      | 181,000  
|                                    | Owensboro, KY                             |                                      | 145,000  
|                                    | Paducah, KY Complex                       |                                      | 288,000  
|                                    | Baton Rouge Dock                          |                                      |         
|                                    | Greenville, MS (Clay Street)              |                                      | 150,000  
|                                    | Greenville, MS (Industrial Road)          |                                      | 56,000   
|                                    | Cape Girardeau, MO                        |                                      | 140,000  
|                                    | East Liverpool, OH                        |                                      | 227,000  
|                                    |                                           |                                      |          
|River Total                         |                                           | 2,708,000                            |          
|                                    |                                           |                                      |          
|TOTAL CAPACITY                      |                                           | 11,262,000                           |          
|                                    |                                           |                                      |          

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Brownsville Operations.At our Brownsville terminal facilities, we handle a large volume of liquid
product movements between Mexico and south Texas including refined petroleum products, chemicals, vegetable oils, naphtha, wax and propane on behalf of, and provide integrated terminaling services to,
third parties engaged in the distribution and marketing of refined products and natural gas liquids. Our Brownsville facilities receive refined products on behalf of our customers from waterborne
vessels, by truck or railcar. We also receive natural gas liquids by pipeline.

We
also operate and maintain a 17-mile bi-directional refined products pipeline owned by PMI. The pipeline connects our Brownsville terminal complex to a terminal
facility located in Matamoros, Tamuligas, Mexico, approximately seven miles from the United States-Mexico border. The pipeline can accommodate natural gas liquids and refined petroleum products. We
operate and manage the pipeline for PMI on a "cost-plus" basis under which we are reimbursed for our expenses and earn a fee equal to a fixed percentage of the costs we incur.

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The customers we serve at our Brownsville terminal complex consist principally of wholesale and retail marketers of refined products and industrial and commercial end-users
of refined petroleum products, waxes and industrial chemicals. Our principal customers are Morgan Stanley Capital Group and PMI.

Gulf Coast Operations.Our Gulf Coast operations include eight refined product terminals. At our Gulf
Coast terminals, we handle refined products and crude oil on behalf of, and provide integrated terminaling services to companies engaged in the distribution and marketing of refined products and crude
oil, and the United States government. Our Gulf Coast terminals receive refined products from waterborne vessels on behalf of our customers. In addition, our Jacksonville terminal also receives
asphalt by rail and our Port Everglades (North) terminal receives product by rail and truck as well as barge. We distribute by truck or barge at all of our Gulf Coast terminals. In addition, we
distribute refined products by pipeline at our Port Everglades and Tampa terminals and by rail at our Port Everglades (North) and Jacksonville terminals. Our Port Everglades (South) terminal is
connected by pipeline to our Port Everglades (North) terminal. CITGO Petroleum Corporation retains an ownership interest, ranging from 25% to 50%, in specific tank capacity at our Port Everglades
(South) terminal. We operate the Port Everglades (South) terminal, and we are reimbursed by CITGO for a share of our expenses. Our Mobile, Alabama terminal facility receives and distributes refined
product by truck and barge.

The
principal customers at our Gulf Coast facilities are TransMontaigne Inc. and Marathon. The customers TransMontaigne Inc. serves from our Gulf Coast terminals consist
principally of wholesale and retail marketers of refined products, cruise ships, an electric utility and industrial and commercial end-users. The principal products that we handle at our
Gulf Coast terminals are light refined products, heavy refined products and crude oil.

River Operations.Our River facilities include twelve refined product terminals along the Mississippi
and Ohio rivers and the Baton Rouge, Louisiana dock facility. At our River terminals, we handle refined products, including gasolines and distillates, and fertilizer on behalf of, and provide
integrated terminaling services to companies engaged in the distribution and marketing of refined products and industrial and commercial end-users. Our River terminals receive refined
products from waterborne vessels on behalf of our customers. We distribute products primarily by truck and waterborne vessels. Our principal customer at our River facilities is Valero.

Midwest Terminals and Pipeline Operations.In Missouri and Arkansas we own and operate the Razorback
Pipeline and terminals in Rogers, Arkansas, at the terminus of the pipeline, and Mt. Vernon, Missouri, at the origin of the pipeline. We also own and operate a terminal facility at Oklahoma
City, Oklahoma. The Razorback Pipeline is a 67 mile, 8-inch diameter interstate common carrier pipeline
that transports light oil refined product on behalf of TransMontaigne Inc. from our terminal at Mt. Vernon, Missouri, where it is interconnected with a pipeline system owned by Magellan
Midstream Partners, to our terminal at Rogers, Arkansas. The Razorback Pipeline has a capacity of approximately 30,000 barrels per day. The FERC regulates the transportation tariffs for interstate
shipments on the Razorback Pipeline. TransMontaigne Inc. currently is the only shipper on the Razorback Pipeline. TransMontaigne Inc. markets gasolines and distillates from the
facilities to wholesale and retail marketers of refined products.

Our
Oklahoma City terminal receives gasolines and distillates from the Magellan pipeline for delivery via our truck rack to a major oil company's customers for redistribution to
locations throughout the Oklahoma City region.

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BUSINESS STRATEGIES

Our primary business objective is to increase distributable cash flow per unit. The most effective means of growing our business and increasing distributions to
our unitholders is to expand our asset base and infrastructure, and to increase utilization of our existing infrastructure. We intend to accomplish this by executing the following strategies:

Generate stable cash flows through the use of long-term contracts with our customers.We generate revenues from customers who
pay us fees based on the volume of storage capacity contracted for, volume of refined products throughput at our terminals or volume of product transported in the Razorback Pipeline. We have
long-term terminaling services agreements with Marathon, Morgan Stanley Capital Group, PMI, TransMontaigne Inc. and Valero. Based on our terminaling services contracts in effect at
March 1, 2007, we have minimum revenue commitments from our customers of approximately $50 million for the year ending December 31, 2007. We expect that our actual revenues for
the year ending December 31, 2007 will be higher because of throughput agreements with customers that do not contain minimum revenue commitments and because our customers often use other
services we provide that are separate from the services covered by the minimum revenue commitments. We believe that the fee-based nature of our business, our minimum revenue commitments
from our customers, and the long-term nature of our contracts with many of our customers will provide us with stable cash flows.

Pursue strategic and accretive acquisitions in new and existing markets.We plan to pursue
acquisitions from third parties of petroleum product terminaling and transportation facilities that are complementary to those we currently own. We also may purchase facilities outside our existing
area of operations. In many cases, we would expect to pursue these acquisitions jointly with TransMontaigne Inc. and Morgan
Stanley Capital Group. We also have the right under the omnibus agreement to purchase certain facilities TransMontaigne Inc. purchases or constructs in the future, subject to the negotiation of
satisfactory terms and obtaining required consents. We expect that TransMontaigne Inc. will operate the facilities it offers to us pursuant to the omnibus agreement for a period of up to two
years, during which time TransMontaigne Inc.'s marketing operations will seek to increase the utilization of the facilities as well as its knowledge of the areas in which the facilities
operate. We believe we will benefit from TransMontaigne Inc.'s operation of such facilities because we anticipate TransMontaigne Inc. will be more likely to enter into a
long-term terminaling services agreement that includes a minimum revenue commitment with us once it has gained greater operating and market knowledge with respect to the facilities. In
light of the recent industry trend of large energy companies divesting their distribution and logistic assets, we believe there will continue to be significant acquisition opportunities.

We
believe that our affiliation with TransMontaigne Inc. and Morgan Stanley Capital Group will provide us with a competitive advantage in situations where potential acquisition
candidates have an element of commodity price risk inherent in their operations. We expect to be able to pursue such acquisitions jointly with TransMontaigne Inc. and Morgan Stanley Capital
Group in a manner that minimizes commodity price exposure to us. In these circumstances, TransMontaigne Inc. or Morgan Stanley Capital Group may assume most or all of the direct commodity price
exposure inherent in the acquired business and incorporate these risks into their overall trading, distribution and marketing operations. We currently have no direct commodity price risk because we do
not own any of the products throughput at our terminals or transported on the pipelines we own or manage.

Maximize the benefits of our relationship with TransMontaigne Inc. and Morgan Stanley Capital Group.We believe that our exclusive
options with TransMontaigne Inc. to purchase additional refined product terminals, and our affiliation with Morgan Stanley Capital Group, will provide us opportunities to acquire additional
terminaling and transportation facilities and expand our operations in a manner that allows us to achieve substantial utilization of our facilities because of the strategic fit between our

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infrastructure
with Morgan Stanley Capital Group's global supply capabilities and TransMontaigne Inc.'s marketing business. In addition, our relationship with TransMontaigne Inc. and
Morgan Stanley Capital Group will provide us with access to a significant pool of management talent and strong relationships throughout the energy industry that we intend to utilize to implement our
strategies. TransMontaigne Inc. and Morgan Stanley Capital Group intend to utilize us as the primary growth vehicle for their terminaling and transportation business and to support their
physical trading and delivery businesses. As a result, we expect to have the opportunity to participate with TransMontaigne Inc. and Morgan Stanley Capital Group in considering transactions
that we would not be able to pursue on our own.

Execute cost-effective expansion and asset enhancement opportunities.We continually
evaluate opportunities to expand our existing asset base and we will consider constructing new refined product terminals and expanding existing terminal capacity where product demand is expected to
increase. In addition, for markets served by waterborne terminals, larger terminal capacity can help significantly reduce freight costs for our customers because they can bring in larger shipments on
a single vessel. As
a result, we are actively examining our opportunities to expand our active storage capacity at our Gulf Coast terminals. We have been approved to expand the storage capacity at our Port Everglades
terminal complex facilities by approximately 1.4 million barrels. We will continue to evaluate adding new tanks or bringing out-of-service tankage into commercial
service in order to meet increasing demand for integrated terminaling services.

COMPETITIVE STRENGTHS

We believe we are well-positioned to successfully execute our business strategies using the following competitive strengths:

We benefit from the strategic fit between our operations and the operations of Morgan Stanley Capital Group and TransMontaigne Inc.Morgan Stanley is a leading global energy trading company with extensive trading activities focused on the energy markets, including crude oil and refined petroleum products. Morgan Stanley Capital
Group's trading and risk management activities cover a broad spectrum of the energy industry with extensive resources dedicated to refined product supply and transportation. TransMontaigne Inc.
is a leading distributor of unbranded refined petroleum products to independent wholesalers and industrial and commercial end users delivering approximately 300,000 barrels per day. These operations
of Morgan Stanley Capital Group and TransMontaigne Inc. fit strategically with our broad geographical terminal and transportation distribution capability. Our long-term terminaling
service agreements with TransMontaigne Inc. and Morgan Stanley Capital Group, enable them to support their refined product supply, risk management and marketing businesses and, at the same
time, provide us with steady revenues and help ensure that our facilities are more fully utilized.

Our relationships with TransMontaigne Inc., including our exclusive options to purchase additional refined product terminals, and with Morgan Stanley
Capital Group enhance our ability to make strategic acquisitions.Our exclusive options offer us an attractive means of expanding our asset base by allowing us to purchase from
TransMontaigne Inc. additional refined product terminals that complement our existing operations. The facilities subject to the options support TransMontaigne Inc.'s marketing operations
and Morgan Stanley Capital Group's trading activities, thereby allowing us to achieve substantial utilization of the facilities. In addition, TransMontaigne Inc. generally is required to offer
us the opportunity to buy terminal and transportation facilities it purchases or constructs in the future. In connection with any purchase of terminaling and transportation facilities from
TransMontaigne Inc., we expect to have the opportunity to negotiate an appropriate terminaling services agreement with TransMontaigne Inc. relating to the new facilities. We believe the
value of any terminaling facilities we acquire will be enhanced if we can concurrently obtain a long-term terminaling services agreement with TransMontaigne Inc. or Morgan Stanley
Capital Group and, therefore, our efforts to make strategic

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acquisitions
will be improved by our ability to jointly pursue these acquisitions with TransMontaigne Inc. and Morgan Stanley Capital Group.

We have a substantial presence in Florida, which has above-average population growth and significant cruise ship activity, and is not currently served by any
local refinery or interstate refined product pipeline.Seven of our terminals serve TransMontaigne Inc.'s and our other customers' operations in metropolitan areas in
Florida, which we believe to be an attractive area for the following reasons:



The terminaling services agreements we have with TransMontaigne Inc. and other significant customers will provide us with predictable cash
flows.We are well-positioned to execute our strategy of expanding our asset base because our existing operations generate predictable revenues. We have a high
occupancy rate of our storage capacity, which enables us to focus on expanding existing terminal capacities and acquiring additional terminal capacity for our current and future customers. A detailed
discussion of the terms of several of our significant terminaling services agreements is provided below under "Significant Customer RelationshipsTerminaling Services
Agreements."

Our geographical diversification allows us to provide customers with broad geographical presence to meet their needs.With the addition of
the Brownsville terminal complex and the River facilities, we have significantly increased the geographic distribution of our terminals. Brownsville is the primary point of receipt and delivery for
refined petroleum products and other chemicals between the United States and Mexico. Our Brownsville terminal complex handles a variety of products in addition to refined petroleum products, such as:
liquefied petroleum gas, or LPG, naphtha, wax, fertilizer and chemicals. The River facilities significantly expand our terminal facilities outside of the Gulf Coast and the Midwest. As a result, we
are able to provide more services to customers in more areas, and to serve customers that were not operating in our prior geographic areas.

Through TransMontaigne Inc. and Morgan Stanley Capital Group, our general partner has access to a knowledgeable management team with significant experience
in the energy industry and in executing
acquisition and expansion strategies.The members of our general partner's management team have significant experience with regard to the implementation of acquisition,
operating and growth strategies in many facets of the energy industry, including crude oil marketing and transportation; natural gas and natural gas liquid gathering, processing, transportation and
marketing; propane storage, transportation and marketing; and refined petroleum product storage, transportation and marketing. Over the course of their respective careers, members of our general
partner's management team have established strong, long-standing relationships within the energy industry, which we believe will enable us to grow and expand our business through both
acquisition and internal expansion. In addition, through our affiliation with Morgan Stanley Capital Group, we have strong relationships throughout the energy industry.

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COMPETITION

We face competition from other terminals and pipelines that may be able to supply our customers with refined product integrated terminaling and transportation
services on a more competitive basis. We compete with national, regional and local terminal and transportation companies, including the major integrated oil companies, of widely varying sizes,
financial resources and experience. These competitors include BP p.l.c., Chevron U.S.A. Inc., CITGO Petroleum Corporation, Conoco Phillips, Exxon Mobil Corporation, Amerada Hess Corporation,
Holly Corporation and its affiliate Holly Energy Partners, L.P., Kinder Morgan, Inc. and its affiliate Kinder Morgan Energy Partners, L.P., Magellan Midstream Partners, L.P., Marathon Ashland
Petroleum, LLC, Motiva Enterprises LLC, Murphy Oil Corporation, Sunoco, Inc. and its affiliate Sunoco Logistics Partners L.P., Valero L.P. and terminals in the Caribbean. In particular, our
ability to compete could be harmed by factors we cannot control, including:



We
also compete with national, regional and local terminal and transportation companies for acquisition and expansion opportunities. Some of these competitors are substantially larger
than us and have greater financial resources and lower costs of capital than we do.

SIGNIFICANT CUSTOMER RELATIONSHIPS

We have several significant customer relationships that we expect to continue to derive the substantial majority of our revenues from for the foreseeable future.
These relationships include:

|Customer                     |  | Location                                             
|---------------------------- |  | -----------------------------------------------------
|TransMontaigne Inc.          |  | Gulf Coast, Midwest and Brownsville, Texas facilities
|Morgan Stanley Capital Group |  | Brownsville, Texas facilities                        
|Valero                       |  | River and Brownsville, Texas facilities              
|Marathon                     |  | Gulf Coast and River facilities                      
|PMI                          |  | Brownsville, Texas facilities                        

Our Relationship With TransMontaigne Inc. And Morgan Stanley Capital Group

General.A significant portion of our business is devoted to providing integrated terminaling and transportation
services to TransMontaigne Inc. Pursuant to the terms of our terminaling services agreement with TransMontaigne Inc., we expect to continue to derive a substantial portion of our
revenues from TransMontaigne Inc. for the foreseeable future.

We
are controlled by our general partner, TransMontaigne GP L.L.C., which is a wholly-owned subsidiary of TransMontaigne Inc. TransMontaigne Inc., formed in 1995, is a
terminaling, distribution and marketing company that markets refined petroleum products to wholesalers, distributors, marketers and industrial and commercial end users throughout the United States,
primarily in the Gulf Coast, East Coast and Midwest regions. TransMontaigne Inc. also provides supply chain management services to various customers throughout the United States. At
December 31, 2006, TransMontaigne Inc. owned 26 refined product terminals, of which 24 terminals are subject to our exclusive options to purchase, 14 tug boats and 20 barges, a hydrant
system in Port Everglades, and its distribution and marketing

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business.
TransMontaigne Inc.'s marketing operations generally consist of the distribution and marketing of refined petroleum products through contract and rack spot sales in the physical
markets, and providing related value-added fuel procurement and supply chain management services. On September 1, 2006, a wholly-owned subsidiary of Morgan Stanley Capital Group purchased all
of the issued and outstanding common stock of TransMontaigne Inc. TransMontaigne Inc. and Morgan Stanley Capital Group have a significant interest in our partnership through their
indirect ownership of approximately 44.6% limited partner interest and a 2% general partner interest.

Morgan
Stanley Capital Group is a leading global commodity trader involved in proprietary and counterparty-driven trading in numerous commodities markets including crude oil and refined
petroleum products, natural gas and natural gas liquids, coal, electric power, base and precious metals and others. Morgan Stanley Capital Group has been actively trading crude oil and products for
over 20 years and on a daily basis trades millions of barrels of physical crude oil and refined petroleum products and exchange-traded and over-the-counter crude oil and
refined petroleum product derivative instruments. Morgan Stanley Capital Group also invests as principal in acquisitions, including the acquisition of TransMontaigne Inc., that complement
Morgan Stanley's commodity trading activities. Morgan Stanley Capital Group has substantial strategic long-term storage capacity located on all three coasts of the United States, in
Northwest Europe and Asia.

Exclusive Options to Purchase Additional Refined Product Terminals.TransMontaigne Inc. has
granted us an exclusive option to purchase its refined product terminals located at various points along the Plantation and Colonial pipeline corridors, which extend from the Gulf Coast through the
Southeast and Mid-Atlantic regions, with a current aggregate active storage capacity of approximately 8.5 million barrels. The option with respect to the terminals along the
Plantation and Colonial pipeline corridors will be exercisable for one year beginning in December 2007.

The
exercise of the option will be subject to the negotiation of a purchase price and a terminaling services agreement relating to the terminals proposed to be purchased, and may be
conditioned on obtaining various consents. Such consents may include consents of the holders of TransMontaigne Inc.'s credit facilities or governmental consents.

The
exercise price would be determined according to a process in which, within 45 days of our notification that we wish to exercise the option, TransMontaigne Inc. would
propose to our general partner the terms on which it would be willing to sell the terminals, including the terms of a terminaling services agreement. Within 45 days after
TransMontaigne Inc.'s delivery of its proposed terms, we would propose a cash purchase price for the terminals. If we cannot agree on a purchase price after negotiating in good faith for
60 days, TransMontaigne Inc. would have the right to seek an alternative purchaser willing to pay at least 105% of the purchase price we proposed; if an alternative transaction on such
terms has not been consummated within six months, we would have the right to purchase the terminals at the price we originally proposed. If we do not exercise this right, TransMontaigne Inc.
would be free to retain or sell the facilities without restriction.

TransMontaigne Inc.
also has offered to sell us tangible assets it acquires or constructs in the future. These circumstances are discussed in greater detail under "Item 13.
Certain Relationships and Related TransactionsOmnibus Agreement; Obligation to Offer to Sell Acquired or Constructed Assets."

Terminaling Services Agreements

Terminaling Services Agreement Relating to Gulf Coast (Florida) and Midwest Facilities.We have a
terminaling and transportation services agreement with TransMontaigne Inc. relating to our Florida and Midwest terminals that will expire on December 31, 2013. Under this agreement,
TransMontaigne Inc. agreed to throughput at our Florida and Midwest terminals and transport on the Razorback Pipeline a volume of refined products that will, at the fee and tariff schedule
contained in the agreement, result in

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minimum
revenues to us of $5 million per quarter, or $20 million per year. TransMontaigne Inc.'s minimum revenue commitment applies only to the Florida terminals and Midwest
terminals acquired by us on May 27, 2005, and may not be spread among facilities we subsequently acquire. In exchange for TransMontaigne Inc.'s minimum revenue commitment, we agreed to
provide TransMontaigne Inc. approximately 2.6 million barrels of light oil storage capacity and approximately 1.3 million barrels of heavy oil storage capacity at certain of our
Florida terminals. If TransMontaigne Inc. fails to meet its minimum revenue commitment in any quarter, it must pay us the amount of any shortfall within 15 business days following receipt of an
invoice from us. A shortfall payment may be applied as a credit in the following four quarters after TransMontaigne Inc.'s minimum obligations are met.

Gulf Coast (Mobile) Terminaling Services Agreement.We have a terminaling and transportation services
agreement with TransMontaigne Inc. that will expire on December 31, 2012. Under this agreement,
TransMontaigne Inc. agreed to throughput at our Mobile terminal certain minimum volumes of refined products that will result in minimum revenues to us of $2.1 million per year. In
exchange for TransMontaigne Inc.'s minimum throughput commitment, we agreed to provide TransMontaigne Inc. approximately 46,000 barrels of light oil storage capacity and approximately
65,000 barrels of heavy oil storage capacity at the terminal. If TransMontaigne Inc. fails to meet its minimum revenue commitment in any year, it must pay us the amount of any shortfall within
15 business days following receipt of an invoice from us. A shortfall payment may be applied as a credit in the following year after TransMontaigne Inc.'s minimum obligations are met.

Asphalt Terminaling Services Agreement.On February 20, 2006, we entered into a new
five-year terminaling services agreement with Marathon regarding approximately 1.0 million barrels of asphalt storage capacity throughout our Florida facilities. The terminaling
services agreement became effective February 20, 2006 at our Jacksonville and Port Manatee, Florida facilities and on May 1, 2006 at our Cape Canaveral and Port Everglades, Florida
facilities. Concurrently with the effective dates of the Marathon Agreement, our prior agreement with our former asphalt customer for the use of this storage capacity expired.

River Facilities Terminaling Services Agreement.We have a terminaling services agreement with Valero
that will expire on April 1, 2013. Pursuant to the terminaling services agreement, we agreed to provide Valero with approximately 1.0 million barrels of light oil storage capacity at our
Cape Girardeau, Evansville, Greenville, Henderson, Owensboro and Paducah terminals. Valero also has a right to match any third-party offer to use or lease any new or converted light oil petroleum
product storage capacity that we put into commercial service at any of the terminals subject to the agreement. If Valero fails to exercise its right to match, it has the right to terminate the
agreement in its entirety or with respect to the applicable terminal.

Brownsville LPG Terminaling Services Agreement.We have a terminaling and transportation services
agreement with TransMontaigne Inc. relating to our Brownsville terminal that will expire on March 31, 2010. Under this agreement, TransMontaigne Inc. agreed to throughput at our
terminals certain minimum volumes of natural gas liquids that will result in minimum revenues to us of $1.4 million per year. In exchange for TransMontaigne Inc.'s minimum throughput
commitment, we agreed to provide TransMontaigne Inc. approximately 33,700 barrels of storage capacity at our Brownsville, Texas terminal complex.

PMI Terminaling Services Agreements.We have five (5) terminaling services agreements with PMI
relating to our Brownsville facilities that, if not renewed, will expire between May 31, 2007 and June 30, 2016. Under these agreements, PMI agreed to throughput and store at our
terminals certain minimum volumes of diesel, gasoline, natural gasoline, distillate, and naphtha liquids. We also manage and operate a 17-mile bi-directional pipeline on behalf
of PMI on a cost-plus basis.

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Morgan Stanley Capital Group Terminaling Services Agreement.On November 1, 2006, we entered
into a terminaling services agreement with Morgan Stanley Capital Group relating to our Brownsville facilities that will expire on October 31, 2010. Under this agreement, Morgan Stanley Capital
Group agreed to store a specified minimum amount of fuel oils at our terminals that will result in minimum revenues to us of approximately $2.2 million per year. In exchange for its minimum
revenue commitment, we agreed to provide Morgan Stanley Capital Group a minimum amount of storage capacity for such fuel oils.

Oklahoma City Terminaling Services Agreement.We have a revenue support agreement with
TransMontaigne Inc. that provides that in the event any current third-party terminaling agreement should expire, TransMontaigne Inc. agrees to enter into a terminaling services agreement
that will expire no earlier than November 1, 2012. The agreement provides that TransMontaigne Inc. agrees to throughput certain minimum volumes of refined product that will result in
minimum revenues to us of $0.8 million per year. TransMontaigne Inc.'s minimum revenue commitment currently is not in effect because a major oil company is under contract for the
utilization of the light oil storage capacity at the terminal.

Other Terminaling Services Agreements.We also have terminaling service agreements with other
customers at our terminal facilities for throughput and storage of refined petroleum products, LPGs and other products. These agreements include various minimum throughput commitments, storage
commitments and other terms, including duration, that we negotiate on a case-by-case basis.

TERMINALS AND PIPELINE CONTROL OPERATIONS

The pipelines we own or operate are operated via geosynchronous satellite, microwave, radio and frame relay communication systems from a central control room
located in Atlanta, Georgia. We also monitor activity at our terminals from this control room.

The
control center operates with state-of-the-art System Control and Data Acquisition, or SCADA, systems. Our control center is equipped with computer
systems designed to continuously monitor operational data, including refined product throughput, flow rates and pressures. In addition, the control center monitors alarms and throughput balances. The
control center operates remote pumps, motors, engines, and valves associated with the receipt of refined products. The computer systems are designed to enhance leak-detection capabilities,
sound automatic alarms if operational conditions outside of pre-established parameters occur, and provide for remote-controlled shutdown of pump stations on the pipeline. Pump stations and
meter-measurement points on the pipeline are linked by satellite or telephone communication systems for remote monitoring and control, which reduces our requirement for full-time
on-site personnel at most of these locations.

Despite
these controls, during the year ended December 31, 2006, two unrelated releases of product (gasoline and fuel oil, respectively) resulted in aggregate unreimbursed
environmental remediation costs and product losses of approximately $1.2 million. Each was due to human error and did not involve any system malfunctions. We have analyzed the causes of these
accidents and have taken steps designed to reduce the likelihood of similar events in the future.

SAFETY AND MAINTENANCE

We perform preventive and normal maintenance on the pipeline and terminal systems we operate or own and make repairs and replacements when necessary or
appropriate. We also conduct routine and required inspections of the pipeline and terminal tanks we operate or own as required by code or regulation. External coatings and impressed current cathodic
protection systems are used to protect against external corrosion. We conduct all cathodic protection work in accordance with National Association of Corrosion Engineers standards. We continually
monitor, test, and record the effectiveness of these corrosion inhibiting systems.

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We monitor the structural integrity of selected segments of our Razorback Pipeline, which we own, and the bi-directional refined products pipeline that we operate and maintain on behalf
of PMI through a program of periodic internal inspections as well as hydrostatic testing that conforms to Federal standards. Beginning in 2002, the Department of Transportation, or DOT, required
internal inspections or other integrity testing of all DOT-regulated crude oil and refined product pipelines. We internally tested the Razorback Pipeline in 2004 and have completed all
necessary repairs and maintenance.

Maintenance
facilities containing equipment for pipe repairs, spare parts, and trained response personnel are located along the Razorback Pipeline and the bi-directional refined products
pipeline that we manage for PMI. Employees participate in simulated spill deployment exercises on a regular basis. They also participate in actual spill response boom deployment exercises in planned
spill scenarios in accordance with Oil Pollution Act of 1990 requirements. We believe that the pipelines we own and manage have been constructed and are maintained in all material respects in
accordance with applicable federal, state, and local laws and the regulations and standards prescribed by the American Petroleum Institute, the DOT, and accepted industry practice.

At
our terminals, tanks designed for gasoline storage are equipped with internal or external floating roofs that minimize emissions and prevent potentially flammable vapor accumulation
between fluid levels and the roof of the tank. Our terminal facilities have facility response plans, spill prevention and control plans, and other plans and programs to respond to emergencies.

Many
of our terminal loading racks are protected with water deluge systems activated by either heat sensors or an emergency switch. Several of our terminals also are protected by foam
systems that are activated in case of fire. All of our terminals are subject to participation in a comprehensive environmental management program to assure compliance with applicable air, solid waste,
and wastewater regulations.

SAFETY REGULATION

We are subject to regulation by the United States Department of Transportation under the Accountable Pipeline and Safety Partnership Act of 1996, sometimes
referred to as the Hazardous Liquid Pipeline Safety Act or HLPSA, and comparable state statutes relating to the design, installation, testing, construction, operation, replacement and management of
the pipeline facilities we operate or own.
HLPSA covers petroleum and petroleum products and requires any entity that owns or operates pipeline facilities to comply with such regulations and also to permit access to and copying of records and
to make certain reports and provide information as required by the Secretary of Transportation. We believe that we are in material compliance with these HLPSA regulations.

The
United States Department of Transportation Office of Pipeline Safety, or OPS, has promulgated regulations that require qualification of pipeline personnel. These regulations require
pipeline operators to develop and maintain a written qualification program for individuals performing covered tasks on pipeline facilities. The intent of these regulations is to ensure a qualified
work force and to reduce the probability and consequence of incidents caused by human error. The regulations establish qualification requirements for individuals performing covered tasks, and amends
certain training requirements in existing regulations. We believe that we are in material compliance with these OPS regulations.

We
also are subject to OPS regulation for High Consequence Areas, or HCAs, for Category 2 pipeline systems (companies operating less than 500 miles of jurisdictional pipeline).
This regulation specifies how to assess, evaluate, repair and validate the integrity of pipeline segments that could impact populated areas, areas unusually sensitive to environmental damage and
commercially navigable waterways, in the event of a release. The pipelines we own or manage are subject to these requirements. The regulation requires an integrity management program that utilizes
internal pipeline

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inspection,
pressure testing, or other equally effective means to assess the integrity of pipeline segments in HCAs. The program requires periodic review of pipeline segments in HCAs to ensure
adequate preventative and mitigative measures exist. Through this program, we evaluated a range of threats to each pipeline segment's integrity by analyzing available information about the pipeline
segment and consequences of a failure in an HCA. The regulation requires prompt action to address integrity issues raised by the assessment and analysis. The complete baseline assessment of all
segments must be performed by February 17, 2009, with intermediate compliance deadlines prior to that date. We have completed baseline assessments for all segments.

Our
terminals also are subject to various state regulations regarding our storage of refined product in aboveground storage tanks. These regulations require, among other things,
registration of tanks, financial assurances and inspection and testing, consistent with the standards established by the American Petroleum Institute. We have completed baseline assessments for all of
the segments and believe that we are in material compliance with these aboveground storage tank regulations.

We
also are subject to the requirements of the federal Occupational Safety and Health Act, or OSHA, and comparable state statutes that regulate the protection of the health and safety of
workers. In addition, the OSHA hazard communication standard, the EPA community right-to-know regulations under Title III of the Federal Superfund Amendment and Reauthorization
Act, and comparable state statutes require us to organize and disclose information about the hazardous materials used in our operations. Certain parts of this
information must be reported to employees, state and local governmental authorities, and local citizens upon request. We believe that we are in material compliance with OSHA and state requirements,
including general industry standards, record keeping requirements and monitoring of occupational exposures.

In
general, we expect to increase our expenditures during the next decade to comply with higher industry and regulatory safety standards such as those described above. Although we cannot
estimate the magnitude of such expenditures at this time, we do not believe that they will have a material adverse impact on our results of operations.

ENVIRONMENTAL MATTERS

Our operations are subject to stringent and complex laws and regulations pertaining to health, safety and the environment. As an owner or operator of refined
petroleum product terminals and pipelines, we must comply with these laws and regulations at federal, state and local levels. These laws and regulations can restrict or impact our business activities
in many ways, such as:



Failure
to comply with these laws and regulations may trigger a variety of administrative, civil and criminal enforcement measures, including the assessment of monetary penalties, the
imposition of remedial requirements, and the issuance of orders enjoining future operations. Certain environmental statutes impose strict, joint and several liability for costs required to clean up
and restore sites where hydrocarbons, hazardous substances or wastes have been released or disposed of. Moreover, it is not uncommon for neighboring landowners and other third parties to file claims
for personal injury and property damage allegedly caused by the release of hydrocarbons, hazardous substances or other wastes into the environment.

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The
trend in environmental regulation is to place more restrictions and limitations on activities that may affect the environment. As a result, there can be no assurance as to the amount
or timing of future expenditures for environmental compliance or remediation, and actual future expenditures may be different from the amounts we currently anticipate. We try to anticipate future
regulatory requirements that might be imposed and to plan accordingly to remain in compliance with changing environmental laws and regulations and to minimize the costs of such compliance.

We
do not believe that compliance with federal, state or local environmental laws and regulations will have a material adverse effect on our business, financial position or results of
operations. In addition, we believe that the various environmental activities in which we are presently engaged are not expected to materially interrupt or diminish our operational ability. We cannot
assure you, however, that future events, such as changes in existing laws, the promulgation of new laws, or the development or discovery of new facts or conditions will not cause us to incur
significant costs. The following is a discussion of certain material environmental and safety concerns that relate to our business.

During
2006, two unrelated releases of product at our facilities, each of which was caused by human error and did not involve any system malfunctions, resulted in approximately
$1.2 million in unreimbursed environmental remediation costs and product losses. Remediation has been completed on one site, while assessment and remediation is ongoing at the second site
pursuant to a remediation plan negotiated with the state environmental agency overseeing the remediation project.

Water

The Federal Water Pollution Control Act of 1972, renamed and amended as the Clean Water Act or CWA, imposes strict controls against the discharge of oil and its
derivates into navigable waters. The CWA provides penalties for any discharges of petroleum products in reportable quantities and imposes substantial potential liability for the costs of removing an
oil or hazardous substance spill. State laws for
the control of water pollution also provide for various civil and criminal penalties and liabilities in the event of a release of petroleum or its derivatives in surface waters or into the
groundwater. Spill prevention control and countermeasure requirements of federal laws require appropriate containment berms and similar structures to help prevent the contamination of navigable waters
in the event of a petroleum tank spill, rupture or leak. A containment berm is an earthen or cement barrier, impervious to liquids, which surrounds a storage tank holding between 1,000 and 500,000
gallons of petroleum products or other hazardous materials and used to prevent spilling and extensive damage to the environment. The berm is a form of secondary containment with the storage tank
itself being the primary instrument of containment.

Contamination
resulting from spills or releases of refined petroleum products is an inherent risk in the petroleum terminal and pipeline industry. To the extent that groundwater
contamination requiring remediation exists around the facilities we own as a result of past operations, we believe any such contamination can be controlled or remedied without having a material
adverse effect on our financial condition. However, such costs are often unpredictable and are site specific and, therefore, the effect may be material in the aggregate.

The
primary federal law for oil spill liability is the Oil Pollution Act of 1990, as amended, or OPA, which addresses three principal areas of oil pollutionprevention,
containment and cleanup. It applies to vessels, offshore platforms, and onshore facilities, including terminals, pipelines and transfer facilities. In order to handle, store or transport oil, shore
facilities are required to file oil spill response plans with the United States Coast Guard, the OPS, or the EPA. Numerous states have enacted laws similar to OPA. Under OPA and similar state laws,
responsible parties for a regulated facility from which oil is discharged may be liable for removal costs and natural resources damages. We believe that we are in substantial compliance with
regulations pursuant to OPA and similar state laws.

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We
do not have any terminal location that discharges any type of process wastewater to the environment. We are, however, subject to various types of storm water discharge requirements at
our terminals. The EPA has adopted regulations that require us to obtain permits to discharge certain storm water run-off. Storm water discharge permits also may be required by certain
states in which we operate. Such permits may require us to monitor and sample the effluent from our operations. We believe that we are in substantial compliance with effluent limitations at our
facilities and with the CWA generally.

Our
storm water discharges generally fall into two categories: petroleum contact and non-contact. The sources of contact water are the truck loading operations at some of the
terminals. Some of our terminal locations do not have contact water discharges because of the use of closed-loop water handling systems, thus obviating the need for discharge permits. The
water generated in these closed-loop systems is transported offsite and disposed of properly. At locations where contact water is discharged on site, permit conditions dictate control
technology requirements, effluent limitations and confirmation sampling. Non-contact storm water is generated at most terminal locations, primarily from rainfall collection in aboveground
storage tank secondary containment enclosures or dikes. Various types of storm water permits regulate these discharges, with most being "General" state-wide industry specific mechanisms.
The cost involved in obtaining and renewing these storm water permits is not material.

Air emissions

Our operations are subject to the federal Clean Air Act and comparable state and local statutes. The Clean Air Act Amendments of 1990 require most industrial
operations in the United States to incur capital expenditures to meet the air emission control standards that are developed and implemented by the EPA and state environmental agencies. Pursuant to the
Clean Air Act, any of our facilities that emit volatile organic compounds or nitrogen oxides and are located in ozone non-attainment areas face increasingly stringent regulations,
including requirements to install various levels of control technology on sources of pollutants. Some of our facilities have been included within the categories of hazardous air pollutant sources. The
Clean Air Act regulations are still being implemented by the EPA and state agencies. We believe that we are in substantial compliance with existing standards and regulations pursuant to the Clean Air
Act and similar state and local laws, and we do not anticipate that implementation of additional regulations will have a material adverse effect on us.

Air
permits are required for our terminaling operations that result in the emission of regulated air contaminants. These operations in general include fugitive volatile organic compounds
(primarily hydrocarbons) from truck loading activities and tank working losses. The sources of these emissions are strictly regulated through the permitting process. Such regulation includes stringent
control technology and extensive permit review and periodic renewal. The cost involved in obtaining and renewing these permits is not material.

Hazardous and solid waste

Our operations are subject to the federal Resource Conservation and Recovery Act, as amended, or RCRA, and comparable state laws, which impose detailed
requirements for the handling, storage, treatment, and disposal of hazardous and solid waste. All of our terminal facilities are classified by the U.S. EPA as Conditionally Exempt Small Quantity
Generators. Our terminals do not generate hazardous waste except on isolated and infrequent cases. At such times, only third party disposal sites which have been audited and approved by us are used.
Our operations also generate solid wastes which are regulated under state law or the less stringent solid waste requirements of RCRA. We believe that we are in substantial compliance with the existing
requirements of RCRA and similar state and local laws, and the cost involved in complying with these requirements is not material.

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Site remediation

The Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, or CERCLA, also known as the "Superfund" law, and comparable state
laws impose liability without regard to fault or the legality of the original conduct, on certain classes of persons responsible for the release of hazardous substances into the environment. Such
classes of persons include the current and past owners or operators of sites where a hazardous substance was released, and companies that disposed or arranged for disposal of hazardous substances at
offsite locations such as landfills. In the course of our operations we will generate wastes or handle substances that may fall within the definition of a "hazardous substance." CERCLA authorizes the
U.S. EPA and, in some cases, third parties to take actions in response to threats to the public health or the environment and to seek to recover from the responsible classes of persons the costs they
incur. Under CERCLA, we could be subject to joint and several liability for the costs of cleaning up and restoring sites where hazardous substances have been released, for damages to natural
resources, and for the costs of certain health studies. We believe that we are in substantial compliance with the existing requirements of CERCLA.

We
currently own, lease, or operate numerous properties and facilities that for many years have been used for industrial activities, including refined product terminaling operations.
Hazardous substances, wastes, or hydrocarbons may have been released on or under the properties owned or leased by us, or on or under other locations where such substances have been taken for
disposal. In addition, some of these properties have been operated by third parties or by previous owners whose treatment and disposal or release of hazardous substances, wastes, or hydrocarbons, was
not under our control. These properties and the substances disposed or released on them may be subject to CERCLA, RCRA and analogous state laws. Under such laws, we could be required to remove
previously disposed substances
and wastes (including substances disposed of or released by prior owners or operators), remediate contaminated property (including groundwater contamination, whether from prior owners or operators or
other historic activities or spills), or perform remedial plugging or pit closure operations to prevent future contamination.

In
connection with its acquisition of five Florida terminals from an affiliate of El Paso Corporation, TransMontaigne Inc. agreed to assume responsibility for known environmental
conditions at the acquired terminals. TransMontaigne Inc. currently is undertaking, or evaluating the need for, remediation of subsurface hydrocarbon contamination at the acquired Florida
terminals. The total cost for remediating the contamination at these acquired terminal locations currently is estimated by TransMontaigne Inc. to be between $2.9 million and
$5.0 million. TransMontaigne Inc.'s activities are being administered by the Florida Department of Environmental Protection under state-administered programs that encourage and help to
fund all or a portion of the cleanup of contaminated sites. Under these programs, TransMontaigne Inc. believes that it is eligible to receive state reimbursement of the majority of the costs
associated with the remediation of the acquired sites. As such, TransMontaigne Inc. believes that its share of the total liability after state reimbursement, as estimated by it, is between
$0.9 million and $3.0 million. Costs incurred to remediate existing contamination at the Florida terminals historically owned by TransMontaigne Inc. have been, and are expected in
the future to be, insignificant.

Under
the omnibus agreement, TransMontaigne Inc. has agreed to indemnify us for five years after May 27, 2005 against certain potential environmental claims, losses and
expenses associated with the operation of the Florida and Midwest terminals and occurring before May 27, 2005. TransMontaigne Inc.'s maximum liability for this indemnification obligation
is $15 million and has no obligation to indemnify us for aggregate losses until such aggregate losses exceed $250,000. TransMontaigne Inc. has no indemnification obligations with respect
to environmental claims made as a result of additions to or modifications of environmental laws promulgated after May 27, 2005. We have agreed to indemnify TransMontaigne Inc. against
environmental liabilities related to our facilities, to

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the
extent these liabilities are not subject to TransMontaigne Inc.'s indemnification obligations (see "Item 13. Certain Relationships and Related TransactionsOmnibus Agreement;
Indemnification").

Under
the purchase agreement for the refined product terminal in Mobile, Alabama, TransMontaigne Inc. agreed to indemnify us through December 2008, against certain
potential environmental liabilities associated with the operation of the Mobile terminal that occurred on or prior to January 1, 2006. Our environmental losses must first exceed $200,000 and
TransMontaigne Inc.'s indemnification obligations are capped at $2.5 million. The cap amount does not apply to any environmental liabilities known to exist as of January 1, 2006.

Under
the purchase agreement for the Brownsville and River facilities, TransMontaigne Inc. agreed to indemnify us through December 2011, against certain potential
environmental liabilities associated with the operation of the Brownsville and River facilities that occurred on or prior to December 31, 2006.
Our environmental losses must first exceed $250,000 and TransMontaigne Inc.'s indemnification obligations are capped at $15 million. The cap amount does not apply to any environmental
liabilities known to exist as of December 31, 2006.

Endangered Species Act

The Endangered Species Act restricts activities that may affect endangered species or their habitats. While some of our facilities are in areas that may be
designated as habitat for endangered species, we believe that we are in substantial compliance with the Endangered Species Act. However, the discovery of previously unidentified endangered species
could cause us to incur additional costs or become subject to operating restrictions or bans in the affected area.

OPERATIONAL HAZARDS AND INSURANCE

Our terminal and pipeline facilities may experience damage as a result of an accident or natural disaster. These hazards can cause personal injury and loss of
life, severe damage to and destruction of property and equipment, pollution or environmental damage and suspension of operations. We maintain insurance of various types that we consider adequate to
cover our operations and properties.

The
insurance covers all of our facilities in amounts that we consider to be reasonable. The insurance policies are subject to deductibles that we consider reasonable and not excessive.
Our insurance does not cover every potential risk associated with operating terminals, pipelines and other facilities, including the potential loss of significant revenues. Consistent with insurance
coverage generally available to the industry, our insurance policies provide limited coverage for losses or liabilities relating to pollution, with broader coverage for sudden and accidental
occurrences. The events of September 11, 2001, and their overall effect on the insurance industry have adversely impacted the availability and cost of coverage. Due to these events, insurers
have excluded acts of terrorism and sabotage from our insurance policies.

We
share some insurance policies, including our general liability policy, with TransMontaigne Inc. These policies contain caps on the insurer's maximum liability under the policy,
and claims made by either of TransMontaigne Inc. or us are applied against the caps. The possibility exists that, in any event in which we wish to make a claim under a shared insurance policy,
our claim could be denied or only partially satisfied due to claims made by TransMontaigne Inc. against the policy cap.

TARIFF REGULATION

The Razorback Pipeline, which runs between Mt. Vernon, Missouri and Rogers, Arkansas, is an interstate petroleum products pipeline and is subject to regulation by
the Federal Energy Regulatory Commission, or FERC, under the Interstate Commerce Act and the Energy Policy Act of 1992 and rules and orders promulgated under those statutes. The bi-directional refined
products pipeline that we

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manage
for PMI is not interstate and, therefore, is not subject to FERC regulations. FERC regulation requires that the rates of interstate oil pipelines, such as those of the Razorback Pipeline, be
filed at FERC and posted publicly, and that these rates be "just and reasonable" and nondiscriminatory. Rates of interstate oil pipeline companies are currently regulated by the FERC primarily through
an index methodology, whereby a pipeline is allowed to change its rates based on the change from year to year in the Producer Price Index for finished goods. In the alternative, interstate oil
pipeline companies may elect to support rate filings by using a cost-of-service methodology, competitive market showings or actual agreements between shippers and the oil
pipeline company.

The
FERC generally has not investigated interstate rates on its own initiative when those rates have not been the subject of a protest or a complaint by a shipper. A shipper or other
party having a substantial economic interest in our rates could, however, challenge our rates. In response to such challenges, the FERC could investigate our rates. If our rates were successfully
challenged, the amount of cash available for distribution to unitholders could be materially reduced. In the absence of a challenge to our rates, given our ability to utilize either filed rates as
annually indexed or to utilize rates tied to cost of service methodology, competitive market showing or actual agreements between shippers and us, we do not believe that these regulations would have
any negative material monetary impact on us unless the regulations were substantially modified in such a manner so as to prevent a pipeline company's ability to earn a fair return for the shipment of
petroleum products utilizing its transportation system, which we believe to be an unlikely scenario.

On
July 20, 2004, the United States Court of Appeals for the District of Columbia Circuit ("D.C. Circuit") issued its opinion inBP West Coast Products,
LLC v. FERC, which vacated the portion of the FERC's decision applying theLakeheadpolicy, under which the FERC allowed a
regulated entity organized as a master limited partnership to include in its cost-of-service an income tax allowance to the extent that entity's unitholders were corporations
subject to income tax. On May 4, 2005, the FERC adopted a policy statement providing that all entities owning public utility assetsoil and gas pipelines and electric
utilitieswould be permitted to include an income tax allowance in their cost-of-service rates to reflect the actual or potential income tax liability attributable
to their public utility income, regardless of the form of ownership. Any tax pass-through entity seeking an income tax allowance would have to establish that its partners or members have
an actual or potential income tax obligation on the entity's public utility income. The ultimate impact of this new policy remains uncertain because it is
being challenged before the D.C. Circuit and is being refined as it is applied in individual cases. The case before the D.C. Circuit has been briefed and argued and is currently pending decision. If
the D.C. Circuit or FERC were to act to substantially reduce or eliminate the right of a master limited partnership to include in its cost-of-service an income tax allowance to
reflect actual or potential income tax liability on public utility income, it may become more difficult for the Razorback Pipeline to justify its rates if they were challenged in a protest or
complaint.

TITLE TO PROPERTIES

The Razorback Pipeline is constructed on rights-of-way granted by the apparent record owners of the property and in some instances these
rights-of-way are revocable at the election of the grantor. Several rights-of-way for the Razorback Pipeline and other real property assets are shared
with other pipelines and other assets owned by affiliates of TransMontaigne Inc. and by third parties. In many instances, lands over which rights-of-way have been
obtained are subject to prior liens that have not been subordinated to the right-of-way grants. We have obtained permits from public authorities to cross over or under, or to
lay facilities in or along, watercourses, county roads, municipal streets, and state highways and, in some instances, these permits are revocable at the election of the grantor. We have also obtained
permits from railroad companies to cross over or under lands or rights-of-way, many of which are also revocable at the grantor's election. In some cases, property for pipeline
purposes was purchased in fee.

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Some of the leases, easements, rights-of-way, permits, licenses and franchise ordinances transferred to us will require the consent of the grantor to transfer
these rights, which in some instances is a governmental entity. Our general partner has obtained or is in the process of obtaining sufficient third-party consents, permits, and authorizations for the
transfer of the facilities necessary for us to operate our business in all material respects as described in this annual report. With respect to any consents, permits, or authorizations that have not
been obtained, our general partner believes that these consents, permits, or authorizations will be obtained, or that the failure to obtain these consents, permits, or authorizations would not have a
material adverse effect on the operation of our business.

Our
general partner believes that we have satisfactory title to all of our assets. Record title to some of our assets may continue to be held by affiliates of TransMontaigne Inc.
until we have made the appropriate filings in the jurisdictions in which such assets are located and obtained any consents and approvals that were not obtained prior to transfer. We will make these
filings and request these consents, the granting of which is subject to the discretion of the applicable governmental entity. Although title to these properties is subject to encumbrances in some
cases, such as customary interests generally retained in connection with acquisition of real property, liens that can be imposed in some jurisdictions for government-initiated action to clean up
environmental contamination, liens for current taxes and other burdens, and easements, restrictions, and other encumbrances to which the underlying properties were subject at the time of acquisition
by TransMontaigne Partners (Predecessor) or us, our general partner believes that none of these burdens should materially detract from the value of these properties or from our interest in these
properties or should materially interfere with their use in the operation of our business.

EMPLOYEES

TransMontaigne GP L.L.C. ("TransMontaigne GP"), is our general partner and manages our operations and activities. TransMontaigne Services Inc., is an
indirect wholly-owned subsidiary of TransMontaigne Inc., and is the sole member of TransMontaigne GP. TransMontaigne Services Inc. employs the people who provide support to
TransMontaigne Inc.'s operations as well as our operations. At February 23, 2007, TransMontaigne Services Inc. had approximately 729 full-time employees, of whom 190
provide services directly to us. At February 23, 2007, none of TransMontaigne Services Inc.'s employees who provide services directly to us were covered by a collective bargaining
agreement. TransMontaigne Services Inc. considers its employee relations to be good.

ITEM 1A. RISK FACTORS

Our business, operations and financial condition are subject to various risks. You should consider carefully the following risk factors,
in addition to the other information set forth in this annual report in connection with any investment in our securities. If any of the following risks actually occurs, our business, financial
condition, results of operations or cash flows could be materially adversely affected. In that case, we might not be able to continue to make distribution on our common units at current levels, or at
all. As a result of any of these risks, the market value of our common units representing limited partnership interests could decline, and investors could lose all or a part of their
investment.

We depend upon a relatively small number of customers for a substantial majority of our revenues. A substantial reduction of those revenues would have a material
adverse effect on our financial condition and results of operations.

We
expect to derive a substantial majority of our revenues from TransMontaigne Inc., Morgan Stanley Capital Group and our other significant customers for the foreseeable future.
Events that adversely affect the business operations of any one or more of our significant customers may adversely affect our financial condition or results of operations. Therefore, we are indirectly
subject to the business risks of our significant customers, many of which are similar to the business risks we face. For

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example,
a material decline in refined petroleum product supplies available to our customers, or a significant decrease in our customers' ability to negotiate marketing contracts on favorable terms,
could result in a material decline in the use of our tank capacity or throughput of product at our terminal facilities, which would likely cause our revenues and results of operations to decline. In
addition, if any of our significant customers is unable to meet their minimum revenue or other commitments to us for any reason, then our revenues and cash flow would decline.

Our credit facility requires that we reduce our leverage during 2007, which may limit our flexibility in pursuing other business
opportunities.

In
connection with our acquisition of the Brownsville terminal complex and River facilities in December 2006, we incurred substantial indebtedness under our amended and restated
credit facility. As amended and restated, the credit facility contains covenants that require us to meet certain ratio tests relating to our leverage, including our maximum total leverage, minimum
interest coverage and maximum secured leverage. In order to agree to fund the purchase price of the River and Brownsville facilities, the lenders participating in our credit facility required that we
reduce our leverage before September 30, 2007, which we anticipate accomplishing with the issuance of new units representing
limited partnership units. The need to reduce our leverage may distract management from other operational issues and business opportunities, including the completion of additional acquisitions. As a
result, until we reduce our leverage, our ability to grow our business may be limited and our operations could be adversely affected.

If
we are unable to successfully reduce our leverage to the extent required by the credit facility, we would have to seek a waiver from our lenders. To secure such a waiver, we could
have to expend significant fees and expenses, including the payment of fees to the lenders, and we cannot be assured that we would be successful. If we were unsuccessful in securing a waiver, we would
be in default under our credit facility and would have to replace it, if possible. Any replacement would not necessarily be on favorable terms and could significantly limit our operations and future
business opportunities.

If one or more of our significant customers do not continue to engage us to provide services after the expiration of their current terminaling services agreements
and we are unable to secure comparable alternative arrangements, our financial condition and results of operations will be adversely affected.

TransMontaigne Inc.'s
obligations under the terminaling services agreement relating to our Florida and Midwest facilities expire on December 31, 2013, subject thereafter to
automatic one-year renewals if neither party provides notice of termination. In addition, our terminaling services agreements with several of our other significant customers expire on
various dates from 2007 to 2016. After the expiration of each of these terminaling services agreements, the customers may elect not to continue to engage us to provide services. In addition, even if a
significant customer does engage us, the terms of any renegotiated agreement may be less favorable than the agreement it replaces. In either case, we may not be able to generate sufficient additional
revenues from third parties to replace any shortfall in revenues or increase in costs. Additionally, we may incur substantial costs if modifications to our terminals are required in order to attract
substitute customers or provide alternative services. To the extent a significant customer does not extend or renew its terminaling services agreement, if we extend or renew the terminaling services
agreement on less favorable terms, or if we must incur substantial costs to attract substitute customers, our financial condition and results of operations could be adversely affected.

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Our business involves many hazards and operational risks, including adverse weather conditions, which could cause us to incur substantial
liabilities.

Our
operations are subject to the many hazards inherent in the transportation and terminaling of petroleum products, including:



If
any of these events were to occur, we could suffer substantial losses because of personal injury or loss of life, severe damage to and destruction of property and equipment, and
pollution or other environmental damage resulting in curtailment or suspension of our related operations. In addition, mechanical malfunctions, faulty measurement or other errors may result in
significant costs or lost revenues.

TransMontaigne may not elect to renew the omnibus agreement when it expires, which could have an adverse impact on our business operations and financial
condition.

Under
the omnibus agreement, we currently pay TransMontaigne Inc. an annual administrative fee of $6.9 million for centralized corporate functions, such as management,
legal, accounting, treasury, insurance administration and claims processing, health, safety and environmental, information technology, human resources, credit, payroll, taxes and engineering and other
corporate services. The omnibus agreement will expire in May 2008, unless extended. TransMontaigne Inc. may elect not to extend the term of the omnibus agreement, or may only agree to extend
the omnibus agreement on terms that are less favorable to us than the current terms.

If
TransMontaigne Inc. does not extend the omnibus agreement or does not offer to extend the omnibus agreement on terms that we find acceptable, we may have to seek to replace the
services that TransMontaigne Inc. provides with a third party service provider. We may not be able to obtain similar services from independent third parties on economical terms or at all. If
such services are unavailable
or available at unfavorable rates, we would need to hire qualified managerial, technical and administrative personnel. The process of hiring, training and successfully integrating qualified personnel
into our operations would be lengthy and would divert management's time and attention from managing our operations. Moreover, personnel with the qualifications we require may be unavailable and
personnel with experience and contacts in the industry similar to the employees of TransMontaigne Inc. will likely be difficult to replace. Our failure to hire and retain qualified employees
could cause an interruption in our business and have an adverse effect on our operations. Any of these events could have a material adverse effect on our business, results of operations and financial
condition and our ability to make cash distributions.

We are exposed to the credit risks of TransMontaigne Inc. and our other significant customers, which could affect our creditworthiness. Any material
nonpayment or nonperformance by such customers could also adversely affect our financial condition and results of operations.

Because
of TransMontaigne Inc.'s ownership interest in and control of us, the strong operational links between TransMontaigne Inc. and us, and our reliance on
TransMontaigne Inc. for a substantial portion of our revenues, if one or more credit rating agencies were to view unfavorably the credit quality of TransMontaigne Inc., we could
experience an increase in our borrowing costs or difficulty accessing capital markets. Such a development could adversely affect our ability to grow our business.

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In
addition to our dependence on TransMontaigne Inc., we are subject to risks of loss resulting from nonpayment or nonperformance by our third party customers. Some of our customers may be
highly leveraged and subject to their own operating and regulatory risks. Any material nonpayment or nonperformance by our other key customers could require us to pursue substitute customers for our
affected assets or provide alternative services. There can be no assurance that any such efforts would be successful or would provide similar fees. These events could adversely affect our financial
condition and results of operations.

If we do not make acquisitions on economically acceptable terms, any future growth will be limited.

Our
ability to grow is dependent principally on our ability to make acquisitions that are attractive because they are expected to result in an increase in our quarterly distributions to
unitholders. Our acquisition strategy is based, in part, on our expectation of ongoing divestitures of refined product terminal and transportation facilities by large industry participants. A material
decrease in such divestitures would limit our opportunities for future acquisitions and could adversely affect our operations and cash flows.

In
addition, we may be unable to make attractive acquisitions for any of the following reasons, among others:



If
we consummate future acquisitions, our capitalization and results of operations may change significantly.

Any acquisitions we make are subject to substantial risks, which could adversely affect our financial condition and results of operations.

Any
acquisition involves potential risks, including risks that we may:



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If
any acquisitions we ultimately consummate result in one or more of these outcomes, our financial condition and results of operations may be adversely affected.

Our exclusive options to purchase additional refined product terminals from TransMontaigne Inc. are subject to significant risks and uncertainty, and thus
these options may never be exercised, which could limit our ability to grow our business.

TransMontaigne Inc.
granted us exclusive options to purchase additional refined product terminals. The exercise of the options with respect to any additional terminals will be
subject to the negotiation of a purchase price and, if appropriate, a terminaling services agreement relating to the terminals proposed to be purchased, and may be conditioned on obtaining various
consents. Such consents may include consents of third parties or governmental consents. We can offer no assurance that we will be able to successfully negotiate a purchase price or that any necessary
consents will be obtained. Additionally, our management or the conflicts committee of our general partner may conclude that it does not wish
to cause us to exercise these options when they become exercisable, and their decision will not be subject to unitholder approval.

If
for any reason the exercise of an option is not consummated, our ability to grow our business may be limited. In addition, if we do not acquire the facilities subject to the options,
TransMontaigne Inc. or another purchaser of the relevant facilities may use the facilities to compete with us.

We may not be able to obtain financing for the exercise of our exclusive options to purchase additional refined product terminals from TransMontaigne Inc.,
which could limit our ability to grow our business.

Even
if the conflicts committee of the board of directors of our general partner concludes that exercising an option to acquire additional refined product terminals from TransMontaigne
Inc. would be beneficial to us, we may be unable to obtain the financing necessary to exercise the option. To fund the exercise of an option, we would be required to use cash from operations or incur
borrowings or raise capital through the sale of debt or additional equity securities. Our ability to obtain bank financing or to access the capital markets for future offerings may be limited by our
financial condition at the time of any such financing or offering, as well as by adverse market conditions resulting from, among other things, general economic conditions and contingencies and
uncertainties that are beyond our control.

Expanding our business by constructing new facilities subjects us to risks that the project may not be completed on schedule, and that the costs associated with
the project may exceed our expectations, which could adversely affect our financial condition and results of operations.

The
construction of additions or modifications to our existing terminal and transportation facilities, and the construction of new terminals and pipelines, involves numerous regulatory,
environmental, political, legal and operational uncertainties beyond our control and requires the expenditure of significant amounts of capital. If we undertake these projects, they may not be
completed on schedule or at all or at the budgeted cost. Moreover, our revenues may not increase immediately upon the expenditure of funds on a particular project. For instance, if we construct
additional storage capacity, the construction may occur over an extended period of time, and we will not receive any material increases in revenues until the project is completed. Moreover, we may
construct additional storage capacity to capture anticipated future growth in consumption of refined products in a market in which such growth does not materialize.

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A significant decrease in demand for refined products in the areas served by our terminals and pipeline would adversely affect our financial condition and results
of operations.

A
sustained decrease in demand for refined products in the areas served by our terminals and pipeline could significantly reduce our revenues. Factors that could lead to a decrease in
market demand include:



Competition from other terminals and pipelines that are able to supply TransMontaigne Inc.'s and Morgan Stanley Capital Group's customers with refined
petroleum products storage capacity at a lower price could adversely affect our financial condition and results of operations.

We
face competition from other terminals and pipelines that may be able to supply TransMontaigne Inc., Morgan Stanley Capital Group and other distribution and marketing customers
with integrated terminaling services on a more competitive basis. We compete with national, regional and local terminal and pipeline companies, including the major integrated oil companies, of widely
varying sizes, financial resources and experience. Our ability to compete could be harmed by factors we cannot control, including:



If
we are unable to compete with services offered by other petroleum enterprises, our financial condition and results of operations would be adversely affected.

In
addition, TransMontaigne Inc. may engage in competition with us under certain conditions. Pursuant to the omnibus agreement, TransMontaigne Inc. has agreed to offer us
certain tangible assets it acquires or constructs related to the storage, transportation or terminaling of refined petroleum products in the United States. If we decline any such offer,
TransMontaigne Inc. will be free to use the asset to compete with us or to sell the asset without restriction. If we indicate our desire to purchase the assets, but we cannot agree on the
terms, TransMontaigne Inc. has the right to sell the asset, subject to certain restrictions, to a third party. Either event would increase competition in the area in which the asset is located.

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Because of our lack of asset diversification, adverse developments in our terminals or pipeline operations could adversely affect our revenues and cash
flows.

We
rely exclusively on the revenues generated from our terminals and pipeline operations. Because of our lack of diversification in asset type, an adverse development in these businesses
would have a significantly greater impact on our financial condition and results of operations than if we maintained more diverse assets.

Our operations are subject to governmental laws and regulations relating to the protection of the environment that may expose us to significant costs and
liabilities.

Our
business is subject to the jurisdiction of numerous governmental agencies that enforce complex and stringent laws and regulations with respect to a wide range of environmental,
safety and other regulatory matters. We could be adversely affected by increased costs resulting from more strict pollution control requirements or liabilities resulting from
non-compliance with required operating or other regulatory permits. New environmental laws and regulations might adversely impact our activities, including the transportation, storage and
distribution of refined petroleum products. Federal, state and local agencies also could impose additional safety requirements, any of which could affect our profitability. In addition, we face the
risk of accidental releases or spills associated with our operations, which could result in material costs and liabilities, including those relating to claims for damages to property and persons.
Failure by us to comply with environmental or safety related laws and regulations could result in the assessment of administrative, civil and criminal penalties, the imposition of investigatory and
remedial obligations and even the issuance of injunctions that restrict or prohibit the performance of our operations.

Terrorist attacks, and the threat of terrorist attacks, have resulted in increased costs to our business. Continued hostilities in the Middle East or other
sustained military campaigns may adversely impact our ability to make distributions to our unitholders.

The
long-term impact of terrorist attacks, such as the attacks that occurred on September 11, 2001, and the threat of future terrorist attacks, on the energy
transportation industry in general, and on us in particular, is not known at this time. Increased security measures taken by us as a precaution against possible terrorist attacks have resulted in
increased costs to our business. Uncertainty surrounding continued hostilities in the Middle East or other sustained military campaigns may affect our operations in unpredictable ways, including the
possibility that infrastructure facilities could be direct targets of, or indirect casualties of, an act of terrorism.

The obligations of several of our key customers under their terminaling services agreements may be reduced or suspended in some circumstances, which would
adversely affect our financial condition and results of operations.

Our
agreements with several of our significant customers provide that, if any of a number of events occur, which we refer to as events of force majeure, and the event renders performance
impossible with respect to a facility, usually for a specified minimum period of days, our customer's obligations would be temporarily suspended with respect to that facility. In that case, a
significant customer's minimum revenue commitment may be reduced or the contract may be subject to termination. As a result, our revenues and results of operations could be materially adversely
affected.

We are not fully insured against all risks incident to our business, and could incur substantial liabilities as a result.

In
accordance with typical industry practice, we do not have any property insurance on the Razorback Pipeline. Furthermore, we may not be able to maintain or obtain insurance of the type
and amount we desire at reasonable rates. As a result of market conditions, premiums and deductibles for certain of our insurance policies have increased substantially, and could escalate further. In
some

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instances,
certain insurance could become unavailable or available only for reduced amounts of coverage. For example, our insurance carriers require broad exclusions for losses due to terrorist acts.
If we were to incur a significant liability for which we were not fully insured, it could have a material adverse effect on our financial condition.

We
share some insurance policies, including our general liability policy, with TransMontaigne Inc. These policies contain caps on the insurer's maximum liability under the policy,
and claims made by either of TransMontaigne Inc. or us are applied against the caps. The possibility exists that, in any event in which we wish to make a claim under a shared insurance policy,
our claim could be denied or only partially satisfied due to claims made by TransMontaigne Inc. against the policy cap.

Our debt levels may limit our flexibility in obtaining additional financing and in pursuing other business opportunities.

Our
level of debt could have important consequences to us. For example our level of debt could:



If
our operating results are not sufficient to service our current or future indebtedness, we will be forced to take actions such as reducing distributions, reducing or delaying our
business activities, acquisitions, investments or capital expenditures, selling assets, restructuring or refinancing our debt, or seeking additional equity capital. We may not be able to effect any of
these actions on satisfactory terms, or at all.

Our
credit facility also contains covenants limiting our ability to make distributions to unitholders in certain circumstances. In addition, our credit facility contains various
covenants that limit, among other things, our ability to incur indebtedness, grant liens or enter into a merger, consolidation or sale of assets. Furthermore, our credit facility contains covenants
requiring us to maintain certain financial ratios and tests. Any future breach of any of these covenants or our failure to meet any of these ratios or conditions could result in a default under the
terms of our credit facility, which could result in acceleration of our debt and other financial obligations. If we were unable to repay those amounts, the lenders could initiate a bankruptcy
proceeding or liquidation proceeding or proceed against the collateral.

TransMontaigne Inc. controls our general partner, which has sole responsibility for conducting our business and managing our operations.
TransMontaigne Inc. and Morgan Stanley Capital Group have conflicts of interest and limited fiduciary duties, which may permit them to favor their own interests to our
detriment.

TransMontaigne
Services Inc., a wholly-owned subsidiary of TransMontaigne Inc., owns and controls our general partner. TransMontaigne Inc., in turn, is wholly-owned
by Morgan Stanley Capital Group, which is the principal commodities trading arm of Morgan Stanley. Neither our general partner nor its board of directors is elected by our unitholders and our
unitholders have no right to elect our general partner or its board of directors on an annual or other continuing basis. Furthermore, unitholders have limited ability to remove our general partner.

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Although
our general partner has a fiduciary duty to manage us in a manner beneficial to us and our unitholders, the directors and officers of our general partner have a fiduciary duty
to manage our general partner in a manner beneficial to its owner, TransMontaigne Services Inc. Furthermore, two of our general partner's directors, and all of its executive officers, are
affiliated with TransMontaigne Inc. and one of our general partner's directors is affiliated with Morgan Stanley Capital Group. Therefore, conflicts of interest may arise between
TransMontaigne Inc. and its affiliates, including Morgan Stanley Capital Group and our general partner, on the one hand, and us and our unitholders, on the other hand. In resolving those
conflicts of interest, our general partner may favor its own interests and the interests of its affiliates over the interests of our unitholders.

The
following are potential conflicts of interest:



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The control of our general partner may be transferred to a third party without unitholder consent.

Our
general partner may transfer its general partner interest to a third party in a merger or in a sale of all or substantially all of its assets without the consent of the unitholders.
If TransMontaigne Inc. ceases to control our general partner, our exclusive option to purchase refined product terminals from TransMontaigne Inc. under the omnibus agreement would terminate. The
termination of such option could adversely impact our ability to grow through the acquisition of additional refined product terminals, which could have an adverse effect on our operations.
Furthermore, our partnership agreement does not restrict the ability of the members of our general partner from transferring their respective limited liability company interests in our general partner
to a third party. The new members of our general partner then would be in a position to replace the board of directors and officers of our general partner with their own choices and to control the
decisions taken by the board of directors and officers.

Our tax treatment depends on our status as a partnership for federal income tax purposes, as well as our not being subject to entity-level taxation by states. If
the Internal Revenue Service were to treat us as a corporation or if we were to become subject to entity-level taxation for state tax purposes, then our cash flows would be substantially
reduced.

The
anticipated after-tax benefit of an investment in the common units depends largely on our being treated as a partnership for federal income tax purposes.

If
we were treated as a corporation for federal income tax purposes, we would pay federal income tax on our income at the corporate tax rate, which is currently a maximum of 35%.
Distributions to our unitholders would generally be taxed again as corporate distributions, and no income, gains, losses, deductions or credits would flow through to our unitholders. Because a tax
would be imposed upon us as a corporation, our cash flows would be substantially reduced. Thus, treatment of us as a corporation would result in a material reduction in the anticipated cash flow and
after-tax return to our unitholders, likely causing a substantial reduction in the value of the common units.

Current
law may change, causing us to be treated as a corporation for federal income tax purposes or otherwise subjecting us to entity-level taxation. For example, because of widespread
state budget deficits, several states are evaluating ways to subject partnerships to entity-level taxation through the imposition of state income, franchise or other forms of taxation. If any state
were to impose a tax upon us as an entity, our cash flows would be reduced. For example, under recently enacted legislation, we will be subject to a new entity level tax payable in 2008 on the portion
of our total revenue (as that term is defined in the legislation) that is generated in Texas beginning in our tax year ending December 31, 2007. Specifically, the Texas margin tax will be
imposed at a maximum effective rate of 0.7% of our total revenue that is apportioned to Texas. Imposition of such a tax on us by Texas, or any other state, will reduce the cash available for
distribution to our unitholders. The partnership agreement provides that if a law is enacted or existing law is modified or interpreted in a manner that subjects us to taxation as a corporation or
otherwise subjects us to entity-level taxation for federal, state

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or
local income tax purposes, then the minimum quarterly distribution amount and the target distribution amounts will be reduced to reflect the impact of that law on us.

If the IRS were to successfully challenge our use of a calendar taxable year for federal income tax purposes, the challenge may result in adjustments to the
federal income tax liability of our unitholders, the imposition of tax penalties on us and we may have difficulty providing our unitholders with all of the information necessary to timely file their
federal income tax returns. As a result, the market for our common units may be adversely affected and our relations with our unitholders could suffer.

Under the Internal Revenue Code and applicable Treasury Regulations, we are required to use a taxable year that is determined by reference to the taxable years of
our partners. If holders of a majority of the interests in our capital and profits use a single taxable year, we must use that year. If there is no such "majority interest taxable year," and if no
person with a taxable year different from that of our general partner and its affiliates owns a 5% or greater interest in our capital or profits, then we must use the same taxable year as our general
partner and its affiliates. If there is no majority interest taxable year and there is an owner, other than our general partner and its affiliates, of 5% or more of our capital or profits that has a
taxable year different from that of our general partner and its affiliates, we must use the taxable year that produces the "least aggregate deferral" to holders of partnership interests. In general,
these determinations are made on the first day of each taxable year.

There
are significant factual and legal uncertainties in applying these rules to us because:



Our
initial taxable year ended on June 30, 2005, because our general partner and its affiliates, who used a June 30 taxable year at the time we were organized, initially
owned all of the interests in our profits and capital. We have taken the position that we were required to change our taxable year to the calendar year as of July 1, 2005, on the basis that the
calendar year was our "majority interest taxable year" due to public ownership of our common units by calendar year taxpayers. In view of the factual and legal uncertainties regarding the taxable year
that we are required to use, our position that we are required to use the calendar year as our taxable year is also based in part upon the fact that the calendar year is (i) the simplest and
most administrable taxable year for a publicly traded partnership, (ii) to our knowledge, the taxable year used by all other publicly traded partnerships and (iii) the default taxable
year originally provided by the Internal Revenue Code for partnerships in certain other circumstances. Based upon that position, we used the calendar year as our taxable year for 2006 and plan to use
the calendar year as our taxable year for 2007. The IRS, however, could disagree with the position we have taken.

If
we are required to change our taxable year to a year other than the calendar year, we may have difficulty providing certain unitholders with information about our income, gain, loss
and deduction for our taxable year in a manner that allows those unitholders to timely file their federal income tax returns for the years in which they are required to include their share of our
income, gain, loss and deduction. In addition, if we are required to change our taxable year as a result of an IRS challenge of our use of the calendar year for a taxable year as to which we and our
unitholders have already filed a federal income tax return, the change may result in an adjustment to a unitholder's federal income tax liability and we could be subject to penalties. In that event,
our relations with our unitholders could suffer. Moreover, if we were not allowed to use a calendar year end for tax purposes, many existing and potential unitholders that do have a calendar tax year
may not be willing to purchase our units,

32

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which
could adversely affect the market price of our units and limit our ability to raise capital through public or private offerings of our units in the future.

ITEM 1B.    UNRESOLVED STAFF COMMENTS

None.

ITEM 3.    LEGAL PROCEEDINGS

TransMontaigne Inc. has agreed to indemnify us for any losses we may suffer as a result of legal claims for actions that occurred prior to the closing of
our initial public offering on May 27, 2005.

We
currently are not a party to any material litigation. Our operations are subject to a variety of risks and disputes normally incident to our business. As a result, at any given time
we may be a defendant in various legal proceedings and litigation arising in the ordinary course of business. We are a beneficiary of various insurance policies TransMontaigne Inc. maintains
with insurers in amounts and with coverage and deductibles as our general partner believes are reasonable and prudent. However, we cannot assure that this insurance will be adequate to protect us from
all material expenses related to potential future claims for personal and property damage or that the levels of insurance will be available in the future at economical prices.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of the security holders, through solicitation of proxies or otherwise, during the period covered by this annual report.

33

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Part II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON UNITS, RELATED UNITHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

MARKET FOR COMMON UNITS

The common units are listed and traded on the New York Stock Exchange under the symbol "TLP." On March 2, 2007, there were approximately 17 unitholders of
record of our common units. This number does not include unitholders whose units are held in trust by other entities. The actual number of unitholders is greater than the number of unitholders of
record.

The
following table sets forth, for the periods indicated, the range of high and low per unit sales prices for our common units as reported on the New York Stock Exchange.

Low

HighMay 24, 2005 (initial trading day) through June 30, 2005

$
21.40

$
26.85July 1, 2005 through September 30, 2005

$
25.90

$
29.35October 1, 2005 through December 31, 2005

$
22.10

$
26.55January 1, 2006 through March 31, 2006

$
24.85

$
29.65April 1, 2006 through June 30, 2006

$
28.55

$
33.15July 1, 2006 through September 30, 2006

$
29.07

$
31.77October 1, 2006 through December 31, 2006

$
28.82

$
31.62


DISTRIBUTIONS OF AVAILABLE CASH

The following table sets forth the distribution declared per common unit attributable to the periods indicated:

DistributionMay 24, 2005 (initial trading day) through June 30, 2005

$
0.15July 1, 2005 through September 30, 2005

$
0.40October 1, 2005 through December 31, 2005

$
0.40January 1, 2006 through March 31, 2006

$
0.43April 1, 2006 through June 30, 2006

$
0.43July 1, 2006 through September 30, 2006

$
0.43October 1, 2006 through December 31, 2006

$
0.43


The
distribution for the quarter ended June 30, 2005 reflects the pro rata portion of the minimum quarterly distribution of $0.40 per common unit for the period from the closing
of the initial public offering on May 27, 2005 through June 30, 2005.

Within
approximately 45 days after the end of each quarter, we will distribute all of our available cash, as defined in our partnership agreement, to unitholders of record on the
applicable record date. Available cash generally means all cash on hand at the end of the quarter:



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Distributions of Available Cash During the Subordination Period

During the subordination period, common units are entitled to receive distributions from operating surplus of $0.40 per unit per quarter (which we refer to as the
minimum quarterly distribution), or $1.60 per unit per year, plus any arrearages in the payment of the minimum quarterly distribution from prior quarters, before any such distributions are paid on our
subordinated units. At December 31, 2006, there were 3,972,500 common units issued and outstanding. At December 31, 2006, the amounts of available cash from operating surplus needed to
pay the minimum quarterly distribution for one quarter and for four quarters on the common units, the subordinated units, and the general partner units were approximately:

|                                                                     |       | One Quarter |       | Four Quarters
|-------------------------------------------------------------------- | ----- | ----------- | ----- | -------------
|
|Common units and related distribution on general partner units       |       | $           | 1,621 |              
|Subordinated units and related distribution on general partner units |       | $           | 1,355 |              
|                                                                     |       |             |       |              
|                                                                     | Total |             | $     | 2,976        
|                                                                     |       |             |       |              

We
will make distributions of available cash from operating surplus for any quarter during the subordination period in the following manner:



Distributions of Available Cash After the Subordination Period

At December 31, 2006, there were 3,322,266 subordinated units issued and outstanding. The subordination period generally will not end until June 30,
2010. However, a portion of the subordinated units may be converted into common units at an earlier date on a
one-for-one basis based on the achievement of certain financial goals as defined in our partnership agreement.

Upon
expiration of the subordination period, each outstanding subordinated unit will convert into one common unit and will then participate pro rata with the other common units in
distributions of available cash.

We
will make distributions of available cash for any quarter after the subordination period in the following manner:



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Incentive Distribution Rights

Incentive distribution rights are a non-voting limited partner interest that represent the right to receive an increasing percentage of quarterly
distributions of available cash from operating surplus after the minimum quarterly distribution and the target distribution levels have been achieved. Our general partner currently holds the incentive
distribution rights, but may transfer these rights separately from its general partner interest, subject to restrictions in the partnership agreement.

The
following table illustrates the percentage allocations of the additional available cash from operating surplus between the unitholders and our general partner up to the various
target distribution levels. The amounts set forth under "Marginal percentage interest in distributions" are the percentage interests of our general partner and the unitholders in any available cash
from operating surplus we distribute up to and including the corresponding amount in the column "Total quarterly distribution,"
until available cash from operating surplus we distribute reaches the next target distribution level, if any. The percentage interests shown for the unitholders and our general partner for the minimum
quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution. The percentage interests set forth below for our general partner
include its 2% general partner interest and assume our general partner has contributed any additional capital to maintain its 2% general partner interest and has not transferred its incentive
distribution rights.

|                               |  |                         |  | Marginal percentage
interest in distributions |  
|------------------------------ |  | ----------------------- |  | --------------------------------------------- | -
|
|Minimum Quarterly Distribution |  | $0.40                   |  | 98                                            | %
|First Target Distribution      |  | up to $0.44             |  | 98                                            | %
|Second Target Distribution     |  | above $0.44 up to $0.50 |  | 85                                            | %
|Third Target Distribution      |  | above $0.50 up to $0.60 |  | 75                                            | %
|Thereafter                     |  | Above $0.60             |  | 50                                            | %

There
is no guarantee that we will be able to pay the minimum quarterly distribution on the common units in any quarter, and we will be prohibited from making any distributions to
unitholders if it would cause an event of default, or an event of default is existing, under our senior secured credit facility.

Common Unit Repurchases for the quarter ended December 31, 2006

There were no common unit repurchases for the quarter ended December 31, 2006.

36

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ITEM 6. SELECTED FINANCIAL DATA

The following table sets forth selected historical financial data of TransMontaigne Partners for the periods and as of the dates indicated. The following selected
financial data for the year ended December 31, 2006, six months ended December 31, 2005 and each of the years in the four-year period ended June 30, 2005, has been
derived from our consolidated financial statements. We adopted a December 31 year end for financial and tax reporting purposes effective December 31, 2005; we previously
maintained a June 30 year end. You should not expect the results for any prior periods to be indicative of the results that may be achieved in future periods. You should read the
following information together with our historical consolidated financial statements and related notes and with "Management's Discussion and Analysis of Financial Condition and Results of Operations"
included elsewhere in this annual report.

|                                                          |  | Year
ended
December 31,
2006(5) |          | Six Months
Ended
December 31,
2005(3)(4) |   | Years ended June 30, |  
|--------------------------------------------------------- |  | ------------------------------- | -------- | ---------------------------------------- | - | -------------------- | -
|
|
|Statement of Operations Data:                             |  |                                 |          |                                          |   |                      |  
|Revenues                                                  |  | $                               | 56,785   |                                          | $ | 22,908               |  
|Direct operating costs and expenses                       |  |                                 | (26,191  | )                                        |   | (7,896               | )
|Direct general and administrative expenses                |  |                                 | (6,453   | )                                        |   | (1,267               | )
|Allocated general and administrative expenses             |  |                                 | (4,487   | )                                        |   | (1,588               | )
|Allocated insurance                                       |  |                                 | (1,215   | )                                        |   | (500                 | )
|Depreciation and amortization                             |  |                                 | (9,188   | )                                        |   | (3,461               | )
|Gain on disposition of assets, net                        |  |                                 |         |                                          |   |                     |  
|                                                          |  |                                 |          |                                          |   |                      |  
|Operating income                                          |  |                                 | 9,251    |                                          |   | 8,196                |  
|Other income (expense):                                   |  |                                 |          |                                          |   |                      |  
|Interest income                                           |  |                                 | 37       |                                          |   | 4                    |  
|Interest expense                                          |  |                                 | (3,356   | )                                        |   | (969                 | )
|Amortization of deferred financing costs                  |  |                                 | (810     | )                                        |   | (92                  | )
|Minority interest share in earnings of Razorback Pipeline |  |                                 |         |                                          |   |                     |  
|                                                          |  |                                 |          |                                          |   |                      |  
|Net earnings                                              |  | $                               | 5,122    |                                          | $ | 7,139                |  
|                                                          |  |                                 |          |                                          |   |                      |  
|Other Financial Data:                                     |  |                                 |          |                                          |   |                      |  
|Net cash provided by operating activities                 |  | $                               | 18,357   |                                          | $ | 7,833                |  
|Net cash (used) by investing activities                   |  | $                               | (162,631 | )                                        | $ | (3,042               | )
|Net cash provided (used) by financing activities          |  | $                               | 147,033  |                                          | $ | (4,334               | )
|Balance Sheet Data:                                       |  |                                 |          |                                          |   |                      |  
|Property, plant and equipment, net                        |  | $                               | 235,074  |                                          | $ | 125,884              |  
|Total assets                                              |  | $                               | 271,361  |                                          | $ | 131,036              |  
|Long-term debt                                            |  | $                               | 189,621  |                                          | $ | 28,000               |  
|Equity                                                    |  | $                               | 77,865   |                                          | $ | 100,013              |  

---

37

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38

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the results of operations and financial condition should be read in conjunction with the accompanying consolidated
financial statements included elsewhere in this annual report.

OVERVIEW

We are a refined petroleum products terminaling and pipeline transportation company formed by TransMontaigne Inc. At December 31, 2006, our
operations are composed of:



We
provide integrated terminaling, storage, transportation and related services for companies engaged in the distribution and marketing of refined products and crude oil, including
TransMontaigne Inc. We handle light refined products (such as gasolines, distillates (including heating oil) and jet fuels); heavy refined products (such as residual fuel oils and asphalt); and
crude oil. Currently all of our operations are located in the United States.

The
majority of our business is devoted to providing terminaling and transportation services to TransMontaigne Inc. and Morgan Stanley Capital Group. TransMontaigne Inc.
and Morgan Stanley Capital Group, in the aggregate, accounted for approximately 56%, 70%, 64%, and 59% of our revenues for the year ended December 31, 2006, six months ended December 31,
2005 and the years ended June 30, 2005 and 2004, respectively. TransMontaigne Inc., formed in 1995, is a terminaling, distribution and marketing company that supplies, distributes and
markets refined petroleum products to wholesalers, distributors, marketers and industrial and commercial end users throughout the United

39

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States,
primarily in the Gulf Coast, East Coast and Midwest regions. TransMontaigne Inc. also provides supply chain management services to various customers throughout the United States.
TransMontaigne Inc. currently relies on us to provide substantially all the integrated terminaling services it requires to support its operations along the Gulf Coast, in Brownsville, Texas,
along the Mississippi and Ohio rivers, and in the Midwest. Pursuant to the terms of terminaling services agreements we have executed with TransMontaigne Inc., we expect to continue to derive a
majority of our revenues from TransMontaigne Inc. for the foreseeable future.

We
are controlled by our general partner, TransMontaigne GP L.L.C., which is a wholly-owned subsidiary of TransMontaigne Inc. Effective September 1, 2006, Morgan Stanley
Capital Group Inc., a wholly-owned subsidiary of Morgan Stanley, purchased all of the issued and outstanding capital stock of TransMontaigne Inc. Morgan Stanley Capital Group is the
principal commodities trading arm of Morgan Stanley. Morgan Stanley Capital Group is a leading global commodity trader involved in proprietary and counterparty-driven trading in numerous commodities
including crude oil, refined petroleum products, natural gas and natural gas liquids, coal, electric power, base and precious metals, and others. Morgan Stanley Capital Group engages in trading both
physical commodities, like the refined petroleum products that we handle in our terminals, and exchange or over-the-counter commodities derivative instruments. As a result of
Morgan Stanley's acquisition of TransMontaigne Inc., Morgan Stanley became the indirect owner of our general partner. TransMontaigne Inc. and Morgan Stanley have a significant interest
in our partnership through their indirect ownership of a 44.6% limited partner interest, a 2% general partner interest and the incentive distribution rights.

Incentive
distribution rights are a non-voting limited partner interest that represents the right to receive an increasing percentage of quarterly distributions after the
minimum quarterly distribution and the target distribution levels have been achieved. The following table illustrates the percentage allocations between the unitholders and our general partner up to
the various target distribution levels. The amounts set forth under "Marginal percentage interest in distributions" are the percentage interests of our general partner and the unitholders in any
amount we distribute up to and including the corresponding amount in the column "Total quarterly distribution," until our quarterly distribution reaches the next target distribution level, if any. The
percentage interests set forth below for our general partner include its 2% general partner interest and assume our general partner has contributed any additional capital to maintain its 2% general
partner interest and has not transferred its incentive distribution rights.

|                               |  |                         |  | Marginal percentage
interest in distributions |  
|------------------------------ |  | ----------------------- |  | --------------------------------------------- | -
|
|Minimum Quarterly Distribution |  | $0.40                   |  | 98                                            | %
|First Target Distribution      |  | up to $0.44             |  | 98                                            | %
|Second Target Distribution     |  | above $0.44 up to $0.50 |  | 85                                            | %
|Third Target Distribution      |  | above $0.50 up to $0.60 |  | 75                                            | %
|Thereafter                     |  | Above $0.60             |  | 50                                            | %

We
do not take ownership of or market products that we handle or transport and, therefore, we are not directly exposed to changes in commodity prices, except for the value of product
gains and losses arising from our terminaling services agreements with our customers. The volume of product that is handled, transported through or stored in our terminals and pipeline is directly
affected by the level of supply and demand in the wholesale markets served by our terminals and pipeline. Overall supply of refined products in the wholesale markets is influenced by the products'
absolute prices, the availability of capacity on delivering pipelines and vessels, fluctuating refinery margins and the markets' perception of future product prices. The demand for gasoline peaks
during the summer driving season, which extends from April to September, and declines during the fall and winter months. The demand for

40

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marine
fuels typically peaks in the winter months due to the increase in the number of cruise ships originating from the Florida ports. Despite these seasonalities, the overall impact on the volume of
product throughput in our terminals and pipeline is not material.

SIGNIFICANT DEVELOPMENTS DURING THE YEAR ENDED DECEMBER 31, 2006

Effective January 1, 2006, we acquired from TransMontaigne Inc. a refined product terminal in Mobile, Alabama in exchange for a cash payment of
approximately $17.9 million.

On
January 19, 2006, we announced a distribution of $0.40 per unit payable on February 8, 2006 to unitholders of record on January 31, 2006.

On
January 19, 2006, we announced a program for the repurchase, from time to time, of outstanding common units of the Partnership for purposes of making subsequent grants of
restricted units under the Partnership's long-term incentive plan to key employees and executive officers of TransMontaigne Services Inc. and the non-employee directors
of our general partner. On September 1, 2006 TransMontaigne Inc. was acquired by Morgan Stanley Capital Group resulting in the acceleration of vesting of all restricted phantom units and
restricted common stock. As a result of the merger between TransMontaigne Inc. and Morgan Stanley Capital Group, repurchases of outstanding common units under the program were discontinued.

On
February 20, 2006, we entered into a new five-year terminaling services agreement with Marathon Petroleum Company LLC ("Marathon") regarding approximately
1.0 million barrels of asphalt storage capacity throughout our Florida facilities. The terminaling services agreement with Gulf Atlantic Operations LLC ("Gulf Atlantic") for the utilization of
this asphalt storage capacity was amended to allow for cancellations coinciding with the effective dates within the terminaling services agreement with Marathon. Effective May 1, 2006, our
terminaling services agreement with Gulf Atlantic expired. The change from Gulf Atlantic to Marathon did not have a material impact on our results of operations or cash flows.

On
April 19, 2006, we announced a distribution of $0.43 per unit payable on May 9, 2006 to unitholders of record on April 28, 2006.

On
June 18, 2006, we incurred a release of approximately 3,000 barrels of residual fuel oil at our Mobile, Alabama terminal facility due to human error. We currently estimate that
we will incur unreimbursed environmental remediation costs and product losses of approximately $0.5 million.

On
June 22, 2006, TransMontaigne Inc. announced that it had entered into a definitive merger agreement with Morgan Stanley Capital Group, pursuant to which all the issued
and outstanding shares of common stock of TransMontaigne Inc. would be acquired. We were not a party to that merger agreement. The merger between TransMontaigne Inc. and Morgan Stanley
Capital Group was
completed on September 1, 2006, and Morgan Stanley Capital Group now controls our general partner. We currently cannot predict whether or in what manner Morgan Stanley Capital Group's control
of our general partner will change our operations.

On
July 21, 2006, we announced a distribution of $0.43 per unit payable on August 8, 2006 to unitholders of record on July 31, 2006.

Effective
September 1, 2006, we amended our Terminaling Services Agreement with TransMontaigne Inc. The amendment eliminated the retention by us of a loss allowance on
product receipts at our Florida terminals and the collection by us of a management fee for managing and operating on behalf of TransMontaigne Inc. certain tank capacity owned by a utility. In
exchange, the amendment provides for an increase in throughput fees charged on light and heavy oil volumes at our Florida terminals. The impact on the statement of operations and cash flows is not
expected to be

41

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significant.
We will continue to retain a loss allowance on product receipts at our Mobile and Midwest terminals.

On
October 3, 2006, we incurred a release of approximately 1,600 barrels of gasoline at our Rogers, Arkansas terminal facility due to human error. We currently estimate that we
will incur unreimbursed environmental remediation costs and product losses of approximately $0.7 million.

On
October 19, 2006, we announced a distribution of $0.43 per unit payable on November 7, 2006 to unitholders of record on October 31, 2006.

On
December 29, 2006, we acquired from TransMontaigne Inc. the Brownsville and River terminals for a cash payment of approximately $135 million. We financed the
acquisition through additional borrowings under our amended and restated senior secured credit facility.

SUBSEQUENT EVENTS

On January 19, 2007, we announced a distribution of $0.43 per unit payable on February 7, 2007 to unitholders of record on January 31, 2007.

On
March 2, 2007, the compensation committee of the board of directors of our general partner authorized the grant of 10,000 restricted phantom units, in the aggregate, to the
directors of our general partner who are not officers of our general partner or its affiliates. The grants will become effective on March 31, 2007.

NATURE OF REVENUES AND EXPENSES

We derive revenues from our terminal and pipeline transportation operations by charging fees for providing integrated terminaling, transportation and related
services. The fees we charge, our other sources of revenue and our direct operating costs and expenses are described below.

Throughput and Additive Injection Fees, Net.We earn throughput fees for each barrel of product that
is distributed at our terminals by our customers. Terminal throughput fees are based on the volume of product distributed at the facility's truck loading racks, generally at a standard rate per barrel
of product. We provide additive injection services in connection with the delivery of product at our terminals. These fees generally are based on the volume of product injected and delivered over the
rack at our terminals.

Terminaling Storage Fees.We provide storage capacity at our terminals to third parties, and prior to
May 27, 2005, TransMontaigne Inc. Terminaling storage fees generally are based on a per barrel of storage capacity per month rate and vary with the duration of the agreement and the type
of product.

Pipeline Transportation Fees.We earn pipeline transportation fees at our Razorback Pipeline based on
the volume of product transported and the distance from the origin point to the delivery point. The Federal Energy Regulatory Commission regulates the tariff on the Razorback Pipeline.

Management Fees and Reimbursed Costs.We manage and operate for a major oil company certain tank
capacity at our Port Everglades (South) terminal and receive a reimbursement of costs. We also manage and operate for a foreign oil company a bi-directional products pipeline connected to
our Brownsville, Texas terminal facility.

Other Revenue.In addition to providing storage and distribution services at our terminal facilities,
we also provide ancillary services including heating and mixing of stored products and product transfer services. We also recognize gains from the sale of product to TransMontaigne Inc.
resulting from the excess of product deposited by our customers into our terminals over the amount of product that the customer is contractually permitted to withdraw from those terminals.

42

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Direct Operating Costs and Expenses.The direct operating costs and expenses of our operations
include the directly related wages and employee benefits, utilities, communications, maintenance and repairs, property taxes, rent, vehicle expenses, environmental compliance costs, materials and
supplies.

Direct General and Administrative Expenses.The direct general and administrative expenses of our
operations include costs related to operating as a separate public entity, such as accounting and legal costs associated with annual and quarterly reports and tax return and
Schedule K-1 preparation and distribution, independent director fees and amortization of deferred equity-based compensation.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

A summary of the significant accounting policies that we have adopted and followed in the preparation of our historical consolidated financial statements is
detailed in Note 1 of Notes to consolidated financial statements. Certain of these accounting policies require the use of estimates. We have identified the following estimates that, in our
opinion, are subjective in nature, require the exercise of judgment, and involve complex analyses. These estimates are based on our knowledge and understanding of current conditions and actions that
we may take in the future. Changes in these estimates will occur as a result of the passage of time and the occurrence of future events. Subsequent changes in these estimates may have a significant
impact on our financial condition and results of operations.

Allowance for Doubtful Accounts.At December 31, 2006, our allowance for doubtful accounts was
$75,000. Our allowance for doubtful accounts represents the amount of trade receivables that we do not expect to collect. The valuation of our allowance for doubtful accounts is based on our analysis
of specific individual customer balances that are past due and, from that analysis, we estimate the amount of the receivable balance that we do not expect to collect. That estimate is based on various
factors, including our experience in collecting past due amounts from the customer being evaluated, the customer's current financial condition, the current economic environment and the economic
outlook for the future.

Accrued Environmental Obligations.At December 31, 2006, we have an accrued liability of
$682,000 as our best estimate of the undiscounted future payments we expect to pay for environmental costs to remediate existing conditions. Estimates of our environmental obligations are subject to
change due to a number of factors and judgments involved in the estimation process, including the early stage of investigation at certain sites, the lengthy time frames required to complete
remediation, technology changes affecting remediation methods, alternative remediation methods and strategies, and changes in environmental laws and regulations. Changes in our estimates and
assumptions may occur as a result of the passage of time and the occurrence of future events.

Costs
incurred to remediate existing contamination at the terminals we acquired from TransMontaigne Inc. have been, and are expected in the future to be, insignificant. As part of
the omnibus agreement, TransMontaigne Inc. retained 100% of these liabilities and indemnified us against certain potential environmental claims, losses and expenses associated with the
operation of the acquired terminal facilities and occurring before the date of acquisition, up to a maximum liability (not to exceed $15 million for the Florida and Midwest terminals acquired
on May 27, 2005, not to exceed $2.5 million for the Mobile, Alabama terminal acquired on January 1, 2006, and not to exceed $15 million for the Brownsville and River
terminals acquired on December 29, 2006) for this indemnification obligation (see Note 2 of Notes to consolidated financial statements).

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RESULTS OF OPERATIONSYEAR ENDED DECEMBER 31, 2006, SIX MONTHS ENDED DECEMBER 31, 2005 AND YEARS ENDED JUNE 30, 2005 AND 2004

In reviewing our historical results of operations, you should be aware that the accompanying consolidated financial statements include the assets, liabilities and
results of operations of certain TransMontaigne Inc. terminal and pipeline transportation operations prior to their acquisition by us from TransMontaigne Inc. The results of operations
of TransMontaigne Inc.'s terminals and pipelines prior to being acquired by us are reflected in the accompanying consolidated financial statements as being attributable to
TransMontaigne Inc. ("Predecessor"). The acquired assets and liabilities have been recorded at TransMontaigne Inc.'s carryover basis. At the closing of our initial public offering on
May 27, 2005, we acquired from TransMontaigne Inc. seven Florida terminals, including terminals located in Tampa, Port Manatee, Fisher Island, Port Everglades (North), Port Everglades
(South), Cape Canaveral, and Jacksonville; and the Razorback Pipeline system, including the terminals located at Mt. Vernon, Missouri and Rogers, Arkansas in exchange for 120,000 common units,
2,872,266 subordinated units, a 2% general partner interest and a cash payment of approximately $111.5 million. On January 1, 2006, we acquired from TransMontaigne Inc. the
Mobile, Alabama terminal in exchange for a cash payment of approximately $17.9 million. On December 29, 2006, we acquired from TransMontaigne Inc. the Brownsville, Texas terminal,
12 terminals along the Mississippi and Ohio rivers ("River terminals") and the Baton Rouge, Louisiana dock facility in exchange for a cash payment of approximately $135 million. The
acquisitions of terminal and pipeline operations from TransMontaigne Inc. have been accounted for as transactions among entities under common control and, accordingly, prior periods include the
activity of the acquired terminal and pipeline operations since the date they were purchased by TransMontaigne Inc. for acquisitions made by us prior to September 1, 2006, and since
September 1, 2006 (the date of Morgan Stanley Capital Group Inc.'s acquisition of TransMontaigne Inc.) for acquisitions made by us on or after September 1, 2006. On
February 28, 2003, TransMontaigne Inc. purchased the Port Manatee, Fisher Island, Port Everglades (North), Cape Canaveral and Jacksonville terminal operations from an affiliate of El
Paso Corporation. On August 1, 2005, TransMontaigne Inc. purchased the Mobile terminal operations from Radcliff/Economy Marine Services, Inc.

The
historical results of operations reflect the impact of the following acquisitions:



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Selected
results of operations data for each of the quarters in the year ended December 31, 2006, six months ended December 31, 2005 and the two-year period
ended June 30, 2005, are summarized below (in thousands):

|                                              |                         | Three months ended |        |       |  
|--------------------------------------------- | ----------------------- | ------------------ | ------ | ----- | -
|
|Revenues                                      |                         | $                  | 12,090 |       | $
|Direct operating costs and expenses           |                         |                    | (4,527 | )     |  
|Direct general and administrative expenses    |                         |                    | (1,100 | )     |  
|Allocated general and administrative expenses |                         |                    | (812   | )     |  
|Allocated insurance expense                   |                         |                    | (250   | )     |  
|Depreciation and amortization                 |                         |                    | (1,942 | )     |  
|                                              |                         |                    |        |       |  
|                                              | Operating income (loss) |                    |        | 3,459 |  
|Other income (expense), net                   |                         |                    | (740   | )     |  
|                                              |                         |                    |        |       |  
|                                              | Net earnings (loss)     |                    | $      | 2,719 |  
|                                              |                         |                    |        |       |  

|                                              |                  | Three months ended |        |       |  
|--------------------------------------------- | ---------------- | ------------------ | ------ | ----- | -
|
|Revenues                                      |                  | $                  | 10,967 |       | $
|Direct operating costs and expenses           |                  |                    | (3,791 | )     |  
|Direct general and administrative expenses    |                  |                    | (595   | )     |  
|Allocated general and administrative expenses |                  |                    | (775   | )     |  
|Allocated insurance expense                   |                  |                    | (250   | )     |  
|Depreciation and amortization                 |                  |                    | (1,674 | )     |  
|                                              |                  |                    |        |       |  
|                                              | Operating income |                    |        | 3,882 |  
|Other income (expense), net                   |                  |                    | (509   | )     |  
|                                              |                  |                    |        |       |  
|                                              | Net earnings     |                    | $      | 3,373 |  
|                                              |                  |                    |        |       |  

|                                              |                  | Three months ended |        |       |  
|--------------------------------------------- | ---------------- | ------------------ | ------ | ----- | -
|
|Revenues                                      |                  | $                  | 8,392  |       | $
|Direct operating costs and expenses           |                  |                    | (3,920 | )     |  
|Direct general and administrative expenses    |                  |                    |       |       |  
|Allocated general and administrative expenses |                  |                    | (700   | )     |  
|Allocated insurance expense                   |                  |                    | (250   | )     |  
|Depreciation and amortization                 |                  |                    | (1,537 | )     |  
|                                              |                  |                    |        |       |  
|                                              | Operating income |                    |        | 1,985 |  
|Other income (expense), net                   |                  |                    |       |       |  
|                                              |                  |                    |        |       |  
|                                              | Net earnings     |                    | $      | 1,985 |  
|                                              |                  |                    |        |       |  

45

---



|                                              |                  | Three months ended |        |       |  
|--------------------------------------------- | ---------------- | ------------------ | ------ | ----- | -
|
|Revenues                                      |                  | $                  | 8,812  |       | $
|Direct operating costs and expenses           |                  |                    | (3,830 | )     |  
|Allocated general and administrative expenses |                  |                    | (825   | )     |  
|Allocated insurance expense                   |                  |                    | (187   | )     |  
|Depreciation and amortization                 |                  |                    | (1,287 | )     |  
|Gain on disposition of assets, net            |                  |                    |       |       |  
|                                              |                  |                    |        |       |  
|                                              | Operating income |                    |        | 2,683 |  
|Other income (expense), net                   |                  |                    |       |       |  
|                                              |                  |                    |        |       |  
|                                              | Net earnings     |                    | $      | 2,683 |  
|                                              |                  |                    |        |       |  

We
derive revenues from our terminal and pipeline transportation operations by charging fees for providing integrated terminaling, transportation and related services. Our revenues were
as follows (in thousands):

|                                            |         |   |        | Six months
ended
December 31,
2005 |   | Six months
ended
December 31,
2004 |        | Years ended June 30,
|------------------------------------------- | ------- | - | ------ | ---------------------------------- | - | ---------------------------------- | ------ | --------------------
|
|
|Throughput and additive injection fees, net |         | $ | 27,122 |                                    | $ | 12,004                             |        | $                   
|Terminaling storage fees                    |         |   | 17,068 |                                    |   | 5,270                              |        |                     
|                                            |         |   |        |                                    |   |                                    |        |                     
|                                            |         |   | 44,190 |                                    |   | 17,274                             |        |                     
|Pipeline transportation fees                |         |   | 2,449  |                                    |   | 1,226                              |        |                     
|Management fees and reimbursed costs        |         |   | 1,319  |                                    |   | 634                                |        |                     
|Other                                       |         |   | 8,827  |                                    |   | 3,774                              |        |                     
|                                            |         |   |        |                                    |   |                                    |        |                     
|                                            | Revenue |   | $      | 56,785                             |   | $                                  | 22,908 |                     
|                                            |         |   |        |                                    |   |                                    |        |                     

The
revenues of our business segments were as follows (in thousands):

|                                               |          |   |        | Six months
ended
December 31,
2005 |   | Six months
ended
December 31,
2004 |        | Years ended June 30,
|---------------------------------------------- | -------- | - | ------ | ---------------------------------- | - | ---------------------------------- | ------ | --------------------
|
|
|Gulf Coast terminals                           |          | $ | 40,037 |                                    | $ | 19,773                             |        | $                   
|Midwest terminals and pipeline system          |          |   | 6,783  |                                    |   | 3,135                              |        |                     
|Brownsville terminal (since September 1, 2006) |          |   | 4,248  |                                    |   |                                   |        |                     
|River terminals (since September 1, 2006)      |          |   | 5,717  |                                    |   |                                   |        |                     
|                                               |          |   |        |                                    |   |                                    |        |                     
|                                               | Revenues |   | $      | 56,785                             |   | $                                  | 22,908 |                     
|                                               |          |   |        |                                    |   |                                    |        |                     

On
August 1, 2005, TransMontaigne Inc. acquired the Mobile terminal. The Mobile terminal is included in the results of operations of our Gulf Coast terminals business
segment from the date of acquisition by TransMontaigne Inc. For the year ended December 31, 2006 and the six months ended December 31, 2005, the Mobile terminal contributed
approximately $3.5 million and $1.4 million, respectively, in revenues.

Effective
October 31, 2005, we acquired the Oklahoma City terminal. The Oklahoma City terminal is included in the results of operations of our Midwest terminals and pipeline
system business segment

46

---



from
the date of acquisition. For the year ended December 31, 2006 and the six months ended December 31, 2005, the Oklahoma City terminal contributed approximately $1.1 million
and $0.2 million, respectively, in revenues.

Effective
December 29, 2006, we acquired the Brownsville terminal, River terminals and the Baton Rouge, Louisiana dock facility from TransMontaigne Inc. The Brownsville
terminal, River terminals and the Baton Rouge, Louisiana dock facility are included in our results of operations from September 1, 2006, the date of Morgan Stanley Capital Group's acquisition
of TransMontaigne Inc.

Throughput and Additive Injection Fees, Net.We earn throughput fees for each barrel of product that
is distributed at our terminals by our customers. Terminal throughput fees are based on the volume of product distributed at the facility's truck loading racks, generally at a standard rate per barrel
of product. We provide additive injection services in connection with the delivery of product at our terminals. These fees generally are based on the volume of product injected and delivered over the
rack at our terminals. The throughput and additive injection fees, net by business segments were as follows (in thousands):

|                                               |                                              |   |        | Six months
ended
December 31,
2005 |   | Six months
ended
December 31,
2004 |        | Years ended June 30,
|---------------------------------------------- | -------------------------------------------- | - | ------ | ---------------------------------- | - | ---------------------------------- | ------ | --------------------
|
|
|Gulf Coast terminals                           |                                              | $ | 21,523 |                                    | $ | 10,807                             |        | $                   
|Midwest terminals and pipeline system          |                                              |   | 3,027  |                                    |   | 1,197                              |        |                     
|Brownsville terminal (since September 1, 2006) |                                              |   | 1,351  |                                    |   |                                   |        |                     
|River terminals (since September 1, 2006)      |                                              |   | 1,221  |                                    |   |                                   |        |                     
|                                               |                                              |   |        |                                    |   |                                    |        |                     
|                                               | Throughput and additive injections fees, net |   | $      | 27,122                             |   | $                                  | 12,004 |                     
|                                               |                                              |   |        |                                    |   |                                    |        |                     

The
terminaling services agreement with TransMontaigne Inc. at our Gulf Coast terminals converted the fees charged on heavy oil volumes from a storage agreement to a throughput
agreement effective
June 1, 2005. The throughput fees charged on heavy oil volumes were approximately $6.4 million for the year ended December 31, 2006, approximately $3.9 million for the six
months ended December 31, 2005, and $0.8 million for the one month ended June 30, 2005.

Included
in the terminal throughput fees for the year ended December 31, 2006, six months ended December 31, 2005, and years ended June 30, 2005 and 2004 are fees
charged to TransMontaigne Inc. of approximately $22.9 million, $11.5 million, $11.8 million and $10.5 million, respectively.

Terminaling Storage Fees.We provide storage capacity at our terminals to third parties, and prior to
May 27, 2005, TransMontaigne Inc. Terminaling storage fees generally are based on a per barrel of

47

---



storage
capacity per month rate and vary with the duration of the agreement and the type of product. The terminaling storage fees by business segments were as follows (in thousands):

|                                               |                          |   |        | Six months
ended
December 31,
2005 |   | Six months
ended
December 31,
2004 |       | Years ended June 30,
|---------------------------------------------- | ------------------------ | - | ------ | ---------------------------------- | - | ---------------------------------- | ----- | --------------------
|
|
|Gulf Coast terminals                           |                          | $ | 10,786 |                                    | $ | 5,270                              |       | $                   
|Midwest terminals and pipeline system          |                          |   |       |                                    |   |                                   |       |                     
|Brownsville terminal (since September 1, 2006) |                          |   | 1,967  |                                    |   |                                   |       |                     
|River terminals (since September 1, 2006)      |                          |   | 4,315  |                                    |   |                                   |       |                     
|                                               |                          |   |        |                                    |   |                                    |       |                     
|                                               | Terminaling storage fees |   | $      | 17,068                             |   | $                                  | 5,270 |                     
|                                               |                          |   |        |                                    |   |                                    |       |                     

Included
in the terminaling storage fees for the year ended December 31, 2006, six months ended December 31, 2005 and years ended June 30, 2005 and 2004 are fees
charged to TransMontaigne Inc. and Morgan Stanley Capital Group of approximately $0.2 million, $nil, $8.4 million and $7.2 million, respectively, for the storage of refined
petroleum products.

Pipeline Transportation Fees.We earn pipeline transportation fees at our Razorback Pipeline based on
the volume of product transported and the distance from the origin point to the delivery point. The Federal Energy Regulatory Commission regulates the tariff on the Razorback Pipeline. Included in
pipeline transportation fees for the year ended December 31, 2006, six months ended December 31, 2005, and years ended June 30, 2005 and 2004, are fees charged to
TransMontaigne Inc. of approximately $2.4 million, $1.2 million, $2.2 million and $2.1 million, respectively.

Management Fees and Reimbursed Costs.We manage and operate for a major oil company certain tank
capacity at our Port Everglades (South) terminal and receive a reimbursement of costs. We also manage and operate for a foreign oil company a bi-directional products pipeline connected to
our Brownsville, Texas terminal facility and receive a management fee and reimbursement of costs. From May 27, 2005 through August 31, 2006, we managed and operated on behalf of
TransMontaigne Inc. certain tank capacity owned by a utility and received a management fee from TransMontaigne Inc. Effective September 1, 2006, our agreement with
TransMontaigne Inc. to manage and operate the utility's tank capacity was terminated. The management fees and reimbursed costs by business segments were as follows (in thousands):

|                                               |                                      |   |     |       |   |     |     | Years ended June 30,
|---------------------------------------------- | ------------------------------------ | - | --- | ----- | - | --- | --- | --------------------
|
|
|
|Gulf Coast terminals                           |                                      | $ | 954 |       | $ | 634 |     | $                   
|Midwest terminals and pipeline system          |                                      |   |    |       |   |    |     |                     
|Brownsville terminal (since September 1, 2006) |                                      |   | 365 |       |   |    |     |                     
|River terminals (since September 1, 2006)      |                                      |   |    |       |   |    |     |                     
|                                               |                                      |   |     |       |   |     |     |                     
|                                               | Management fees and reimbursed costs |   | $   | 1,319 |   | $   | 634 |                     
|                                               |                                      |   |     |       |   |     |     |                     

Included
in management fees and reimbursed costs for the year ended December 31, 2006, six months ended December 31, 2005, and years ended June 30, 2005 and 2004,
are fees charged to TransMontaigne Inc. of approximately $0.8 million, $0.6 million, $0.1 million and $nil, respectively.

48

---



Other Revenue.We provide ancillary services including heating and mixing of stored products
and
product transfer services. We also recognize gains from the sale of product to TransMontaigne Inc. resulting from the excess of product deposited by our customers into our terminals over the
amount of product that the customer is contractually permitted to withdraw from those terminals. The other revenue by business segments were as follows (in thousands):

|                                               |               | Year
ended
December 31,
2006 |       | Six months
ended
December 31,
2005 |   | Six months
ended
December 31,
2004 |       | Years ended June 30,
|---------------------------------------------- | ------------- | ---------------------------- | ----- | ---------------------------------- | - | ---------------------------------- | ----- | --------------------
|
|Gulf Coast terminals                           |               | $                            | 6,774 |                                    | $ | 3,062                              |       | $                   
|Midwest terminals and pipeline system          |               |                              | 1,307 |                                    |   | 712                                |       |                     
|Brownsville terminal (since September 1, 2006) |               |                              | 565   |                                    |   |                                   |       |                     
|River terminals (since September 1, 2006)      |               |                              | 181   |                                    |   |                                   |       |                     
|                                               |               |                              |       |                                    |   |                                    |       |                     
|                                               | Other revenue |                              | $     | 8,827                              |   | $                                  | 3,774 |                     
|                                               |               |                              |       |                                    |   |                                    |       |                     

Included
in other revenue for the year ended December 31, 2006, six months ended December 31, 2005, and years ended June 30, 2005 and 2004, are product gains,
including product retained under loss allowance provisions in our terminaling services agreements with customers, of approximately $5.5 million, $3.3 million, $1.4 million and
$0.8 million, respectively.

Included
in other revenue for the year ended December 31, 2006, six months ended December 31, 2005, and years ended June 30, 2005 and 2004, are fees charged to
TransMontaigne Inc. of approximately $5.2 million, $2.8 million, $0.6 million and $0.4 million, respectively.

Costs and Expenses.The direct operating costs and expenses of our operations include the directly
related wages and employee benefits, utilities, communications, maintenance and repairs, property taxes, rent, vehicle expenses, environmental compliance costs, materials and supplies. The direct
operating costs and expenses of our operations were as follows (in thousands):

|                                                     |                                     | Year
ended
December 31,
2006 |       | Six months
ended
December 31,
2005 |   | Six months
ended
December 31,
2004 |       | Years ended June 30,
|---------------------------------------------------- | ----------------------------------- | ---------------------------- | ----- | ---------------------------------- | - | ---------------------------------- | ----- | --------------------
|
|Wages and employee benefits                          |                                     | $                            | 7,259 |                                    | $ | 2,700                              |       | $                   
|Utilities and communication charges                  |                                     |                              | 2,190 |                                    |   | 705                                |       |                     
|Repairs and maintenance                              |                                     |                              | 9,966 |                                    |   | 2,090                              |       |                     
|Office, rentals and property taxes                   |                                     |                              | 2,892 |                                    |   | 1,187                              |       |                     
|Vehicles and fuel costs                              |                                     |                              | 1,961 |                                    |   | 794                                |       |                     
|Environmental compliance costs                       |                                     |                              | 1,960 |                                    |   | 317                                |       |                     
|Other                                                |                                     |                              | 663   |                                    |   | 103                                |       |                     
|Lessproperty and environmental insurance recoveries |                                     |                              | (700  | )                                  |   |                                   |       |                     
|                                                     |                                     |                              |       |                                    |   |                                    |       |                     
|                                                     | Direct operating costs and expenses |                              | $     | 26,191                             |   | $                                  | 7,896 |                     
|                                                     |                                     |                              |       |                                    |   |                                    |       |                     

49

---



The
direct operating costs and expenses of our business segments were as follows (in thousands):

|                                               |                                     | Year
ended
December 31,
2006 |        | Six months
ended
December 31,
2005 |   | Six months
ended
December 31,
2004 |       | Years ended June 30,
|---------------------------------------------- | ----------------------------------- | ---------------------------- | ------ | ---------------------------------- | - | ---------------------------------- | ----- | --------------------
|
|Gulf Coast terminals                           |                                     | $                            | 19,123 |                                    | $ | 7,123                              |       | $                   
|Midwest terminals and pipeline system          |                                     |                              | 2,117  |                                    |   | 773                                |       |                     
|Brownsville terminal (since September 1, 2006) |                                     |                              | 2,586  |                                    |   |                                   |       |                     
|River terminals (since September 1, 2006)      |                                     |                              | 2,365  |                                    |   |                                   |       |                     
|                                               |                                     |                              |        |                                    |   |                                    |       |                     
|                                               | Direct operating costs and expenses |                              | $      | 26,191                             |   | $                                  | 7,896 |                     
|                                               |                                     |                              |        |                                    |   |                                    |       |                     

On
August 1, 2005, TransMontaigne Inc. acquired the Mobile terminal. The Mobile terminal is included in the results of operations of our Gulf Coast terminals business
segment from the date of acquisition by TransMontaigne Inc. For the year ended December 31, 2006 and the six months ended December 31, 2005, the Mobile terminal contributed
approximately $1.3 million and $0.5 million, respectively, in direct operating costs and expenses.

Effective
October 31, 2005, we acquired the Oklahoma City terminal. The Oklahoma City terminal is included in the results of operations of our Midwest terminals and pipeline
system business segment from the date of acquisition. For the year ended December 31, 2006 and the six months ended December 31, 2005, the Oklahoma City terminal contributed
approximately $0.4 million and $33,000, respectively, in direct operating costs and expenses.

Effective
December 29, 2006, we acquired the Brownsville terminal, River terminals and the Baton Rouge, Louisiana dock facility from TransMontaigne Inc. The Brownsville
terminal, River terminals and Baton Rouge, Louisiana dock facility are included in our results of operations from September 1, 2006, the date of Morgan Stanley Capital Group's acquisition of
TransMontaigne Inc.

The
direct general and administrative expenses of our operations include costs related to operating as a separate public entity, such as accounting and legal costs associated with annual
and quarterly reports and tax return and Schedule K-1 preparation and distribution, independent director fees and amortization of deferred equity-based compensation. Direct general
and administrative expenses were as follows (in thousands):

|                                                                                                |                                            |   |       |       |   |     |       | Years ended
June 30,
|----------------------------------------------------------------------------------------------- | ------------------------------------------ | - | ----- | ----- | - | --- | ----- | --------------------
|
|
|Accounting expenses                                                                             |                                            | $ | 1,099 |       | $ | 478 |       | $                   
|Legal expenses                                                                                  |                                            |   | 631   |       |   | 296 |       |                     
|Independent director fees and investor relations expenses                                       |                                            |   | 291   |       |   | 60  |       |                     
|Amortization of deferred equity-based compensation                                              |                                            |   | 610   |       |   | 323 |       |                     
|Acceleration of vesting of all outstanding restricted phantom units and restricted common units |                                            |   | 3,258 |       |   |    |       |                     
|Provision for potentially uncollectible accounts receivable                                     |                                            |   | 75    |       |   |    |       |                     
|Other                                                                                           |                                            |   | 489   |       |   | 110 |       |                     
|                                                                                                |                                            |   |       |       |   |     |       |                     
|                                                                                                | Direct general and administrative expenses |   | $     | 6,453 |   | $   | 1,267 |                     
|                                                                                                |                                            |   |       |       |   |     |       |                     

50

---





The accompanying consolidated financial statements include allocated general and administrative charges from TransMontaigne Inc. for allocations of indirect corporate overhead to
cover costs of centralized corporate functions such as legal, accounting, treasury, insurance administration and claims processing, health, safety and environmental, information technology, human
resources, credit, payroll, taxes, engineering and other corporate services. The allocated general and administrative expenses were approximately $4.5 million for the year ended
December 31, 2006, approximately $1.6 million for the six months ended December 31, 2005, approximately $1.4 million for the six months ended December 31, 2004,
approximately $2.8 million for the year ended June 30, 2005, and approximately $3.3 million for the year ended June 30, 2004. For the year ended December 31, 2006,
allocated general and administrative expenses include approximately $1.2 million related to the Brownsville and River terminals.

The
accompanying consolidated financial statements also include allocated insurance charges from TransMontaigne Inc. for allocations of insurance premiums to cover costs of
insuring activities such as property, casualty, pollution, automobile, directors' and officers', and other insurable risks. The allocated insurance expenses were approximately $1.2 million for
the year ended December 31, 2006, approximately $0.5 million for the six months ended December 31, 2005, approximately $0.5 million for the six months ended
December 31, 2004, approximately $1.0 million for the year ended June 30, 2005, and approximately $0.9 million for the year ended June 30, 2004. For the year ended
December 31, 2006, allocated insurance expense includes approximately $0.2 million related to the Brownsville and River terminals.

Depreciation
and amortization expense was approximately $9.2 million for the year ended December 31, 2006, approximately $3.5 million for the six months ended
December 31, 2005, approximately $3.0 million for the six months ended December 31, 2004, approximately $6.2 million for the year ended June 30, 2005, and
approximately $5.9 million for the year ended June 30, 2004. For the year ended December 31, 2006, depreciation and amortization expense includes approximately $1.8 million
related to the Brownsville and River terminals.

LIQUIDITY AND CAPITAL RESOURCES

Our primary liquidity needs are to fund our distributions to unitholders, fund our capital expenditures and fund our working capital requirements. Prior to our
initial public offering in May 2005, investments and advances from TransMontaigne Inc. were our primary means of funding our liquidity needs. Currently, our principal sources of funds to
meet our liquidity needs are cash generated by operations, borrowings under our senior secured credit facility and debt and equity offerings.

Excluding
acquisitions, capital expenditures for the year ended December 31, 2006, six months ended December 31, 2005 and the year ended June 30, 2005, were
approximately $10.1 million, $1.2 million and $3.7 million, respectively, for terminal and pipeline facilities and assets to support these facilities. Excluding acquisitions,
budgeted capital projects to be initiated during the year ending December 31, 2007, are estimated to range from $60 million to $70 million, which includes

51

---



approximately
$5.0 million of capital expenditures to maintain our existing facilities. The budgeted capital projects, which are expected to be completed during 2008, include the following:

Terminal

Description of project

Incremental
Storage
Capacity(in Bbls)Brownsville

Increase LPG tank capacity

30,000Tampa

Increase light oil tank capacity
Improve truck rack capacity and functionality

300,000Port Everglades

Increase light oil and residual oil tank capacity
Improve truck rack capacity and functionality

1,400,000River

Reactivate light oil tank capacity

200,000


During
2007, we also expect to commence discussions with TransMontaigne Inc. regarding the acquisition of their Southeast terminaling operations with a goal of closing the
transaction during the fourth quarter of 2007. TransMontaigne Inc.'s Southeast terminaling operations currently include 24 terminals with an aggregate active storage capacity of approximately
8.5 million barrels. We expect to issue additional equity securities to finance all or a significant portion of the purchase price of the Southeast terminaling operations.

Future
capital expenditures will depend on numerous factors, including the availability, economics and cost of appropriate acquisitions which we identify and evaluate; the economics,
cost and required regulatory approvals with respect to the expansion and enhancement of existing systems and facilities; customer demand for the services we provide; local, state and federal
governmental regulations; environmental compliance requirements; and the availability of debt financing and equity capital on acceptable terms.

Senior Secured Credit Facility.On December 22, 2006, we entered into a $225 million
amended and restated senior secured credit facility ("Senior Secured Credit Facility") with a consortium of lending institutions. The Senior Secured Credit Facility is composed of a $75 million
term loan facility and a $150 million revolving credit facility. We may elect to have loans under the Senior Secured Credit Facility bear interest either (i) at a rate of LIBOR plus a
margin ranging from 1.50% to 2.50% depending on the total leverage ratio then in effect, or (ii) at the base rate (the greater of (a) the federal funds rate plus 0.5% or (b) the
prime rate) plus a margin ranging from 0.5% to 1.5% depending on the total leverage ratio then in effect. We also pay a commitment fee ranging from 0.30% to 0.50% per annum, depending on the total
leverage ratio then in effect, on the total amount of unused commitments. Our obligations under the Senior Secured Credit Facility are secured by a first priority security interest in favor of the
lenders in our assets, including cash, accounts receivable, inventory, general intangibles, investment property, contract rights and real property.

The
terms of the Senior Secured Credit Facility include covenants that restrict our ability to make cash distributions and acquisitions. We may make distributions of cash to the extent
of our "available cash" as defined in our partnership agreement. We may make acquisitions meeting the definition of "permitted acquisitions" which include: acquisitions in which the consideration paid
for such acquisition, together with the consideration paid for other acquisitions in the same fiscal year, does not exceed $25 million; acquisitions that arise from the exercise of options
under the omnibus agreement with TransMontaigne Inc.; and acquisitions in which we have (1) provided the agent prior written documentation in form and substance reasonably satisfactory
to the agent demonstrating our pro forma compliance with all financial and other covenants contained in the Senior Secured Credit Facility after giving effect to such acquisition and
(2) satisfied all other conditions precedent to such acquisition

52

---



which
the agent may reasonably require in connection therewith. The principal balance of loans and any accrued and unpaid interest are due and payable in full on the maturity date, December 22,
2011.

The
Senior Secured Credit Facility also contains customary representations and warranties (including those relating to organization and authorization, compliance with laws, absence of
defaults, material agreements and litigation) and customary events of default (including those relating to monetary defaults, covenant defaults, cross defaults and bankruptcy events). The primary
financial covenants contained in the Senior Secured Credit Facility are (i) a total leverage ratio test (not to exceed 5.75 times through the earlier of September 30, 2007 or the
completion of a new equity offering of not less than $65 million, and not to exceed 4.5 times thereafter), (ii) a senior secured leverage ratio test (not to exceed 5.75 times through the
earlier of September 30, 2007 or the completion of a new equity offering of not less than $65 million, and not to exceed 4.0 times thereafter), and (iii) a minimum interest
coverage ratio test (not to be less than 2.25 times through September 30, 2007, then 2.5 times through December 31, 2007, and not less than 2.75 times thereafter). These financial
covenants are based on a defined financial performance measure within the credit facility known as "Consolidated EBITDA."

For
each of the four quarters ending on or before December 31, 2006, the Senior Secured Credit Facility stipulates our Consolidated EBITDA at approximately $9.0 million per
quarter for purposes of calculating the total leverage ratio and the senior secured leverage ratio. That assumption is reflected in the following calculation of the "total leverage ratio" and "senior
secured leverage ratio" contained in the Senior Secured Credit Facility.

|                                                                                                |  | Three Months Ended |        |   |  
|----------------------------------------------------------------------------------------------- |  | ------------------ | ------ | - | -
|
|
|Financial performance debt covenant test:                                                       |  |                    |        |   |  
|Consolidated EBITDA for the total leverage ratio, as stipulated in the credit facility          |  | $                  | 9,025  |   | $
|Consolidated funded indebtedness                                                                |  |                    |        |   |  
|Total leverage ratio and senior secured leverage ratio                                          |  |                    |        |   |  
|Consolidated EBITDA for the interest coverage ratio                                             |  | $                  | 5,563  |   | $
|Consolidated interest expense, as stipulated in the credit facility                             |  | $                  | 694    |   | $
|Interest coverage ratio                                                                         |  |                    |        |   |  
|Reconciliation of Consolidated EBITDA to cash flows provided by (used in) operating activities: |  |                    |        |   |  
|Consolidated EBITDA for total leverage ratio                                                    |  | $                  | 9,025  |   | $
|Less pro forma adjustments                                                                      |  |                    | (3,462 | ) |  
|                                                                                                |  |                    |        |   |  
|Consolidated EBITDA for interest coverage ratio                                                 |  |                    | 5,563  |   |  
|Consolidated interest expense                                                                   |  |                    | (694   | ) |  
|Effects of our acquisition of Brownsville and River terminals on December 29, 2006              |  |                    |       |   |  
|Change in operating assets and liabilities                                                      |  |                    | 203    |   |  
|                                                                                                |  |                    |        |   |  
|Cash flows provided by (used in) operating activities                                           |  | $                  | 5,072  |   | $
|                                                                                                |  |                    |        |   |  

53

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If
we were to fail either financial performance covenant, or any other covenant contained in the Senior Secured Credit Facility, we would seek a waiver from our lenders under such
facility. If we were unable to obtain a waiver from our lenders and the default remained uncured after any applicable grace period, we would be in breach of the Senior Secured Credit Facility, and the
lenders would be entitled to declare all outstanding borrowings immediately due and payable.

Contractual Obligations and Contingencies.We have contractual obligations that are required to be
settled in cash. The amounts of our contractual obligations at December 31, 2006, are as follows (in thousands):

|                                                          |  | Years ending December 31,
|--------------------------------------------------------- |  | -------------------------
|
|Additions to property, plant and equipment under contract |  | $                        
|Operating leasesproperty and equipment                   |  |                          
|Long-term debt                                            |  |                          
|Interest expense on debt(1)                               |  |                          
|                                                          |  |                          
|Total contractual obligations to be settled in cash       |  | $                        
|                                                          |  |                          

---

Off-Balance Sheet Arrangements.At December 31, 2006, our outstanding letters of
credit were approximately $0.2 million.

See
Notes 2, 9, 10 and 12 of Notes to consolidated financial statements for additional information regarding our contractual obligations and off-balance sheet arrangements
that may affect our results of operations and financial condition.

We
believe that our future cash expected to be provided by operating activities, available borrowing capacity under our credit facility, and our relationship with institutional lenders
and equity investors should enable us to meet our planned capital and liquidity requirements through at least the maturity date of our credit facility (December 2011).

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Market risk is the risk of loss arising from adverse changes in market rates and prices. The principal market risk to which we are exposed is interest rate risk
associated with borrowings under our senior secured credit facility. Borrowings under our senior secured credit facility bear interest at a variable rate based on LIBOR or the lender's base rate. We
currently do not manage our exposure to interest rates, but we may in the future. At December 31, 2006, we had outstanding borrowings of $189.6 million under our senior secured credit
facility. Based on the outstanding balance of our variable-interest-rate debt at December 31, 2006, and assuming market interest rates increase or decrease by 100 basis points, the
potential annual increase or decrease in interest expense is approximately $1.9 million.

We
do not purchase or market products that we handle or transport and, therefore, we do not have material direct exposure to changes in commodity prices, except for the value of product
gains and losses arising from our terminaling services agreements with our customers. We do not use derivative commodity instruments to manage the commodity risk associated with the product we may own
at any given time. Generally, to the extent we are entitled to retain product pursuant to terminaling services agreements with our customers, we sell the product to TransMontaigne Inc. As a
result, we do not have a material direct exposure to commodity price fluctuations.

54

---





ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following consolidated financial statements should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of
Operations" included elsewhere in this annual report.

TransMontaigne Partners L.P. and Subsidiaries:



|Report of Independent Registered Public Accounting Firm                                                                                                                                               
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Consolidated balance sheets as of December 31, 2006 and 2005, and June 30, 2005                                                                                                                       
|Consolidated statements of operations for the year ended December 31, 2006, six months ended December 31, 2005, six months ended December 31, 2004 (unaudited), and years ended
June 30, 2005 and 2004
|Consolidated statements of partners' equity for the year ended December 31, 2006, six months ended December 31, 2005 and years ended June 30,
2005 and 2004                                           
|Consolidated statements of cash flows for the year ended December 31, 2006, six months ended December 31, 2005, six months ended December 31, 2004 (unaudited), and years ended
June 30, 2005 and 2004
|Notes to consolidated financial statements                                                                                                                                                            

55

---





Report of Independent Registered Public Accounting Firm

The
Board of Directors and Member
TransMontaigne GP L.L.C.:

We
have audited the accompanying consolidated balance sheets of TransMontaigne Partners L.P. and subsidiaries as of December 31, 2006 and 2005, and June 30, 2005, and the
related consolidated statements of operations, partners' equity, and cash flows for the year ended December 31, 2006, the six months ended December 31, 2005 and for each of the years in
the two-year period ended June 30, 2005. In connection with our audits of the consolidated financial statements, we also have audited the accompanying financial statement schedule
(Exhibit 99.1). These consolidated financial statements and financial statement schedule are the responsibility of TransMontaigne GP L.L.C.'s management. Our responsibility is to express an
opinion on these consolidated financial statements and financial statement schedule based on our audits.

We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.

In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of TransMontaigne Partners L.P. and subsidiaries
as of December 31, 2006 and 2005, and June 30, 2005, and the results of their operations and their cash flows for the year ended December 31, 2006, the six months ended
December 31, 2005 and for each of the years in the two-year period ended June 30, 2005, in conformity with U.S. generally accepted accounting principles. Also in our opinion,
the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set
forth therein.

We
also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of TransMontaigne Partners L.P. and
subsidiaries' internal control over financial reporting as of December 31, 2006, based on criteria established inInternal ControlIntegrated
Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 16, 2007 expressed an unqualified opinion on
management's assessment of, and the effective operation of, internal control over financial reporting.

KPMG
LLP

Denver,
Colorado
March 16, 2007

56

---





TransMontaigne Partners L.P. and subsidiaries  Consolidated balance sheets  (Dollars in thousands)

|                                   |                                                                                                                                                | December 31,
2006         |         | December 31,
2005 |         | June 30,
2005 |       
|---------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------- | ------- | ----------------- | ------- | ------------- | ------
|ASSETS                             |                                                                                                                                                |                           |         |                   |         |               |       
|Current assets:                    |                                                                                                                                                |                           |         |                   |         |               |       
|                                   | Cash and cash equivalents                                                                                                                      |                           | $       | 3,457             |         | $             | 698   
|                                   | Trade accounts receivable, net                                                                                                                 |                           |         | 1,625             |         |               | 1,003 
|                                   | Due from TransMontaigne Inc.                                                                                                                   |                           |         | 13                |         |               | 1,212 
|                                   | Other current assets                                                                                                                           |                           |         | 1,156             |         |               | 338   
|                                   |                                                                                                                                                |                           |         |                   |         |               |       
|                                   |                                                                                                                                                |                           | 6,251   |                   |         | 3,251         |       
|Property, plant and equipment, net |                                                                                                                                                |                           | 235,074 |                   |         | 125,884       |       
|Goodwill                           |                                                                                                                                                |                           | 23,235  |                   |         |              |       
|Other assets, net                  |                                                                                                                                                |                           | 6,801   |                   |         | 1,901         |       
|                                   |                                                                                                                                                |                           |         |                   |         |               |       
|                                   |                                                                                                                                                | $                         | 271,361 |                   | $       | 131,036       |       
|                                   |                                                                                                                                                |                           |         |                   |         |               |       
|LIABILITIES AND EQUITY             |                                                                                                                                                |                           |         |                   |         |               |       
|Current liabilities:               |                                                                                                                                                |                           |         |                   |         |               |       
|                                   | Trade accounts payable                                                                                                                         |                           | $       | 2,410             |         | $             | 1,784 
|                                   | Accrued liabilities                                                                                                                            |                           |         | 1,465             |         |               | 1,239 
|                                   |                                                                                                                                                |                           |         |                   |         |               |       
|                                   |                                                                                                                                                | Total current liabilities |         |                   | 3,875   |               |       
|Long-term debt                     |                                                                                                                                                |                           | 189,621 |                   |         | 28,000        |       
|                                   |                                                                                                                                                |                           |         |                   |         |               |       
|                                   |                                                                                                                                                | Total liabilities         |         |                   | 193,496 |               |       
|                                   |                                                                                                                                                |                           |         |                   |         |               |       
|Partners' equity:                  |                                                                                                                                                |                           |         |                   |         |               |       
|                                   | Predecessor equity                                                                                                                             |                           |         |                  |         |               | 9,625 
|                                   | Common unitholders (3,972,500 units issued and outstanding at December 31, 2006 and 2005 and June 30, 2005, respectively)                      |                           |         | 72,852            |         |               | 75,474
|                                   | Subordinated unitholders (3,322,266 units issued and outstanding at December 31, 2006 and 2005 and June 30, 2005, respectively)                |                           |         | 4,866             |         |               | 14,581
|                                   | General partner interest (2% interest with 148,873 equivalent units outstanding at December 31, 2006 and 2005 and June 30, 2005, respectively) |                           |         | 147               |         |               | 333   
|                                   | Deferred equity-based compensation                                                                                                             |                           |         |                  |         |               |      
|                                   |                                                                                                                                                |                           |         |                   |         |               |       
|                                   |                                                                                                                                                | Total partners' equity    |         |                   | 77,865  |               |       
|                                   |                                                                                                                                                |                           |         |                   |         |               |       
|                                   |                                                                                                                                                | $                         | 271,361 |                   | $       | 131,036       |       
|                                   |                                                                                                                                                |                           |         |                   |         |               |       

See
accompanying notes to consolidated financial statements.

57

---





TransMontaigne Partners L.P. and subsidiaries        Consolidated statements of operations        (In thousands, except per unit amounts)

|                                                           |                                               | Year
ended
December 31,
2006 |        | Six months
ended
December 31,
2005 |        | Six months
ended
December 31,
2004 |        | Year ended
June 30,
2005 |        | Year ended
June 30,
2004 |      
|---------------------------------------------------------- | --------------------------------------------- | ---------------------------- | ------ | ---------------------------------- | ------ | ---------------------------------- | ------ | ------------------------ | ------ | ------------------------ | -----
|
|Revenue                                                    |                                               | $                            | 56,785 |                                    | $      | 22,908                             |        | $                        | 16,692 |                          | $    
|Costs and expenses:                                        |                                               |                              |        |                                    |        |                                    |        |                          |        |                          |      
|                                                           | Direct operating costs and expenses           |                              |        | (26,191                            | )      |                                    | (7,896 | )                        |        | (7,740                   | )    
|                                                           | Direct general and administrative expenses    |                              |        | (6,453                             | )      |                                    | (1,267 | )                        |        |                         |      
|                                                           | Allocated general and administrative expenses |                              |        | (4,487                             | )      |                                    | (1,588 | )                        |        | (1,400                   | )    
|                                                           | Allocated insurance expense                   |                              |        | (1,215                             | )      |                                    | (500   | )                        |        | (500                     | )    
|                                                           | Depreciation and amortization                 |                              |        | (9,188                             | )      |                                    | (3,461 | )                        |        | (3,044                   | )    
|                                                           | Gain on disposition of assets, net            |                              |        |                                   |        |                                    |       |                          |        |                         |      
|                                                           |                                               |                              |        |                                    |        |                                    |        |                          |        |                          |      
|                                                           |                                               | Operating income             |        |                                    | 9,251  |                                    |        | 8,196                    |        |                          | 4,008
|                                                           |                                               |                              |        |                                    |        |                                    |        |                          |        |                          |      
|Other income (expense):                                    |                                               |                              |        |                                    |        |                                    |        |                          |        |                          |      
|                                                           | Interest income                               |                              |        | 37                                 |        |                                    | 4      |                          |        |                         |      
|                                                           | Interest expense                              |                              |        | (3,356                             | )      |                                    | (969   | )                        |        |                         |      
|                                                           | Amortization of deferred financing costs      |                              |        | (810                               | )      |                                    | (92    | )                        |        |                         |      
|                                                           |                                               |                              |        |                                    |        |                                    |        |                          |        |                          |      
|                                                           |                                               | Total other income (expense) |        |                                    | (4,129 | )                                  |        | (1,057                   | )      |                          |     
|                                                           |                                               |                              |        |                                    |        |                                    |        |                          |        |                          |      
|                                                           |                                               | Net earnings                 |        |                                    | 5,122  |                                    |        | 7,139                    |        |                          | 4,008
|Less:                                                      |                                               |                              |        |                                    |        |                                    |        |                          |        |                          |      
|                                                           | Net earnings attributable to predecessor      |                              |        | (1,856                             | )      |                                    | (472   | )                        |        | (4,008                   | )    
|                                                           | General partner interest in net earnings      |                              |        | (66                                | )      |                                    | (133   | )                        |        |                         |      
|                                                           |                                               |                              |        |                                    |        |                                    |        |                          |        |                          |      
|Net earnings allocable to limited partners                 |                                               | $                            | 3,200  |                                    | $      | 6,534                              |        | $                        |       |                          | $    
|                                                           |                                               |                              |        |                                    |        |                                    |        |                          |        |                          |      
|Net earnings per limited partner unitbasic                |                                               | $                            | 0.44   |                                    | $      | 0.90                               |        | $                        |       |                          | $    
|                                                           |                                               |                              |        |                                    |        |                                    |        |                          |        |                          |      
|Net earnings per limited partner unitdiluted              |                                               | $                            | 0.44   |                                    | $      | 0.90                               |        | $                        |       |                          | $    
|                                                           |                                               |                              |        |                                    |        |                                    |        |                          |        |                          |      
|Weighted average limited partner units outstandingbasic   |                                               |                              | 7,283  |                                    |        | 7,295                              |        |                          |       |                          |      
|                                                           |                                               |                              |        |                                    |        |                                    |        |                          |        |                          |      
|Weighted average limited partner units outstandingdiluted |                                               |                              | 7,286  |                                    |        | 7,295                              |        |                          |       |                          |      
|                                                           |                                               |                              |        |                                    |        |                                    |        |                          |        |                          |      

See accompanying notes to consolidated financial statements.

58

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TransMontaigne Partners L.P. and subsidiaries        Consolidated statements of partners' equity        (Dollars in thousands)

|                                                                                                                                                                      |  | Predecessor |          | Common
Units |   | Subordinated
Units |   | General
Partner
Interest |        | Deferred
Equity-Based
Compensation |   | Total |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------- | -------- | ------------ | - | ------------------ | - | ------------------------ | ------ | ---------------------------------- | - | ----- | -
|Balance June 30, 2003                                                                                                                                                 |  |             | 121,834  |              |   |                   |   |                          |       |                                    |   |      |  
|Net earnings                                                                                                                                                          |  |             | 10,115   |              |   |                   |   |                          |       |                                    |   |      |  
|Distributions and repayments, net to Predecessor                                                                                                                      |  |             | (13,292  | )            |   |                   |   |                          |       |                                    |   |      |  
|                                                                                                                                                                      |  |             |          |              |   |                    |   |                          |        |                                    |   |       |  
|Balance June 30, 2004                                                                                                                                                 |  |             | 118,657  |              |   |                   |   |                          |       |                                    |   |      |  
|Net earnings through May 26, 2005                                                                                                                                     |  |             | 9,730    |              |   |                   |   |                          |       |                                    |   |      |  
|Distributions and repayments, net to Predecessor                                                                                                                      |  |             | (11,399  | )            |   |                   |   |                          |       |                                    |   |      |  
|Proceeds from initial public offering of 3,852,500 common units, net of underwriters' discount and offering expenses of $9,512                                        |  |             |         |              |   | 72,932             |   |                          |       |                                    |   |      |  
|Proceeds from private placement of 450,000 subordinated units                                                                                                         |  |             |         |              |   |                   |   |                          | 7,945  |                                    |   |      |  
|Distribution to TransMontaigne Inc.                                                                                                                                   |  |             | (111,461 | )            |   |                   |   |                          |       |                                    |   |      |  
|Allocation of predecessor equity in exchange for 120,000 common units, 2,872,266 subordinated units, and a 2% general partner interest (represented by 148,873 units) |  |             | (5,527   | )            |   | 211                |   |                          | 5,054  |                                    |   | 262   |  
|Grant of 120,000 restricted common units under the long-term incentive plan                                                                                           |  |             |         |              |   | 2,592              |   |                          |       |                                    |   |      |  
|Amortization of deferred equity-based compensation related to restricted common units                                                                                 |  |             |         |              |   |                   |   |                          |       |                                    |   |      |  
|Net earnings from May 27, 2005 through June 30, 2005                                                                                                                  |  |             |         |              |   | 520                |   |                          | 434    |                                    |   | 19    |  
|                                                                                                                                                                      |  |             |          |              |   |                    |   |                          |        |                                    |   |       |  
|Balance June 30, 2005                                                                                                                                                 |  |             |         |              |   | 76,255             |   |                          | 13,433 |                                    |   | 281   |  
|Elimination of deferred equity-based compensation due to adoption of SFAS 123(R)                                                                                      |  |             |         |              |   | (2,544             | ) |                          |       |                                    |   |      |  
|Distributions to unitholders                                                                                                                                          |  |             |         |              |   | (2,119             | ) |                          | (1,827 | )                                  |   | (81   | )
|Amortization of deferred equity-based compensation related to restricted common units                                                                                 |  |             |         |              |   | 323                |   |                          |       |                                    |   |      |  
|Purchase of Mobile terminal by Predecessor                                                                                                                            |  |             | 9,153    |              |   |                   |   |                          |       |                                    |   |      |  
|Net earnings from July 1, 2005 through December 31, 2005                                                                                                              |  |             | 472      |              |   | 3,559              |   |                          | 2,975  |                                    |   | 133   |  
|                                                                                                                                                                      |  |             |          |              |   |                    |   |                          |        |                                    |   |       |  
|Balance December 31, 2005                                                                                                                                             |  |             | 9,625    |              |   | 75,474             |   |                          | 14,581 |                                    |   | 333   |  
|Distributions and repayments, net to Predecessor                                                                                                                      |  |             | 70       |              |   |                   |   |                          |       |                                    |   |      |  
|Acquisition of Mobile terminal from Predecessor in exchange for $17.9 million                                                                                         |  |             | (8,869   | )            |   |                   |   |                          | (9,066 | )                                  |   |      |  
|Distributions to unitholders                                                                                                                                          |  |             |         |              |   | (6,552             | ) |                          | (5,614 | )                                  |   | (252  | )
|Amortization of deferred equity-based compensation related to restricted common units                                                                                 |  |             |         |              |   | 610                |   |                          |       |                                    |   |      |  
|Acceleration of vesting of all outstanding restricted phantom units and restricted common units                                                                       |  |             |         |              |   | 3,258              |   |                          |       |                                    |   |      |  
|Common units repurchased from TransMontaigne Services Inc.'s employees for withholding taxes                                                                          |  |             |         |              |   | (538               | ) |                          |       |                                    |   |      |  
|Repurchase of 38,400 common units by our long-term incentive plan                                                                                                     |  |             |         |              |   | (1,140             | ) |                          |       |                                    |   |      |  
|Purchase of Brownsville and River terminals by Predecessor                                                                                                            |  |             | 135,823  |              |   |                   |   |                          |       |                                    |   |      |  
|Acquisition of Brownsville and River terminals from Predecessor in exchange for $135 million                                                                          |  |             | (138,505 | )            |   |                   |   |                          | 3,505  |                                    |   |      |  
|Net earnings for year ended December 31, 2006                                                                                                                         |  |             | 1,856    |              |   | 1,740              |   |                          | 1,460  |                                    |   | 66    |  
|                                                                                                                                                                      |  |             |          |              |   |                    |   |                          |        |                                    |   |       |  
|Balance December 31, 2006                                                                                                                                             |  | $           |         |              | $ | 72,852             |   | $                        | 4,866  |                                    | $ | 147   |  
|                                                                                                                                                                      |  |             |          |              |   |                    |   |                          |        |                                    |   |       |  

See accompanying notes to consolidated financial statements.

59

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TransMontaigne Partners L.P. and subsidiaries        Consolidated statements of cash flows        (In thousands)

|                                                   |                                                                                                 | Year ended
December 31,
2006   |                                                  | Six months ended December 31, 2005 |        | Six months ended December 31, 2004 |        | Year ended June 30,
2005 |        | Year ended June 30,
2004 |     
|-------------------------------------------------- | ----------------------------------------------------------------------------------------------- | ------------------------------ | ------------------------------------------------ | ---------------------------------- | ------ | ---------------------------------- | ------ | ------------------------ | ------ | ------------------------ | ----
|
|Cash flows from operating activities:              |                                                                                                 |                                |                                                  |                                    |        |                                    |        |                          |        |                          |     
|                                                   | Net earnings                                                                                    |                                | $                                                | 5,122                              |        | $                                  | 7,139  |                          | $      | 4,008                    |     
|                                                   | Adjustments to reconcile net earnings to net cash provided (used) by operating activities:      |                                |                                                  |                                    |        |                                    |        |                          |        |                          |     
|                                                   | Depreciation and amortization                                                                   |                                |                                                  | 9,188                              |        |                                    | 3,461  |                          |        | 3,044                    |     
|                                                   | Amortization of deferred equity-based compensation                                              |                                |                                                  | 610                                |        |                                    | 323    |                          |        |                         |     
|                                                   | Acceleration of vesting of all outstanding restricted phantom units and restricted common units |                                |                                                  | 3,258                              |        |                                    |       |                          |        |                         |     
|                                                   | Amortization of deferred financing costs                                                        |                                |                                                  | 810                                |        |                                    | 92     |                          |        |                         |     
|                                                   | Gain on disposition of assets, net                                                              |                                |                                                  |                                   |        |                                    |       |                          |        |                         |     
|                                                   | Changes in operating assets and liabilities, net of effects from acquisitions:                  |                                |                                                  |                                    |        |                                    |        |                          |        |                          |     
|                                                   |                                                                                                 | Trade accounts receivable, net |                                                  |                                    | (1,809 | )                                  |        | (439                     | )      |                          | 376 
|                                                   |                                                                                                 | Due from TransMontaigne Inc.   |                                                  |                                    | 1,199  |                                    |        | (1,199                   | )      |                          |    
|                                                   |                                                                                                 | Other current assets           |                                                  |                                    | (740   | )                                  |        | (36                      | )      |                          | (156
|                                                   |                                                                                                 | Trade accounts payable         |                                                  |                                    | 1,012  |                                    |        | (403                     | )      |                          | 736 
|                                                   |                                                                                                 | Accrued liabilities            |                                                  |                                    | (293   | )                                  |        | (1,105                   | )      |                          | (738
|                                                   |                                                                                                 |                                |                                                  |                                    |        |                                    |        |                          |        |                          |     
|                                                   |                                                                                                 |                                | Net cash provided by operating activities        |                                    |        | 18,357                             |        |                          | 7,833  |                          |     
|                                                   |                                                                                                 |                                |                                                  |                                    |        |                                    |        |                          |        |                          |     
|Cash flows from investing activities:              |                                                                                                 |                                |                                                  |                                    |        |                                    |        |                          |        |                          |     
|                                                   | Acquisition of terminal facilities, net of cash acquired                                        |                                |                                                  | (152,920                           | )      |                                    | (1,858 | )                        |        |                         |     
|                                                   | Additions to property, plant and equipmentexpansion of facilities                              |                                |                                                  | (8,292                             | )      |                                    | (722   | )                        |        | (880                     | )   
|                                                   | Additions to property, plant and equipmentmaintain existing facilities                         |                                |                                                  | (1,796                             | )      |                                    | (462   | )                        |        | (502                     | )   
|                                                   | Reimbursement of costs to maintain our Port Everglades (South) terminal                         |                                |                                                  | 377                                |        |                                    |       |                          |        |                         |     
|                                                   | Proceeds from sale of assets                                                                    |                                |                                                  |                                   |        |                                    |       |                          |        |                         |     
|                                                   |                                                                                                 |                                |                                                  |                                    |        |                                    |        |                          |        |                          |     
|                                                   |                                                                                                 |                                | Net cash (used) by investing activities          |                                    |        | (162,631                           | )      |                          | (3,042 | )                        |     
|                                                   |                                                                                                 |                                |                                                  |                                    |        |                                    |        |                          |        |                          |     
|Cash flows from financing activities:              |                                                                                                 |                                |                                                  |                                    |        |                                    |        |                          |        |                          |     
|                                                   | Net proceeds from issuance of common units                                                      |                                |                                                  |                                   |        |                                    |       |                          |        |                         |     
|                                                   | Net proceeds from issuance of subordinated units                                                |                                |                                                  |                                   |        |                                    |       |                          |        |                         |     
|                                                   | Net (payments) borrowings under credit facility                                                 |                                |                                                  | 161,621                            |        |                                    | (307   | )                        |        |                         |     
|                                                   | Distributions paid to unitholders                                                               |                                |                                                  | (12,418                            | )      |                                    | (4,027 | )                        |        |                         |     
|                                                   | Deferred financing costs                                                                        |                                |                                                  | (2,603                             | )      |                                    |       |                          |        |                         |     
|                                                   | Common units repurchased from TransMontaigne Services Inc.'s employees for withholding taxes    |                                |                                                  | (538                               | )      |                                    |       |                          |        |                         |     
|                                                   | Repurchase of common units by our long-term incentive plan                                      |                                |                                                  | (1,140                             | )      |                                    |       |                          |        |                         |     
|                                                   | Net contributions and advances by (distributions and repayments to) TransMontaigne Inc.         |                                |                                                  | 2,111                              |        |                                    |       |                          |        | (5,888                   | )   
|                                                   |                                                                                                 |                                |                                                  |                                    |        |                                    |        |                          |        |                          |     
|                                                   |                                                                                                 |                                | Net cash provided (used) by financing activities |                                    |        | 147,033                            |        |                          | (4,334 | )                        |     
|                                                   |                                                                                                 |                                |                                                  |                                    |        |                                    |        |                          |        |                          |     
|                                                   |                                                                                                 |                                | Increase (decrease) in cash and cash equivalents |                                    |        | 2,759                              |        |                          | 457    |                          |     
|Cash and cash equivalents at beginning of period   |                                                                                                 |                                | 698                                              |                                    |        | 241                                |        |                          | 2      |                          |     
|                                                   |                                                                                                 |                                |                                                  |                                    |        |                                    |        |                          |        |                          |     
|Cash and cash equivalents at end of period         |                                                                                                 | $                              | 3,457                                            |                                    | $      | 698                                |        | $                        | 2      |                          | $   
|                                                   |                                                                                                 |                                |                                                  |                                    |        |                                    |        |                          |        |                          |     
|Supplemental disclosures of cash flow information: |                                                                                                 |                                |                                                  |                                    |        |                                    |        |                          |        |                          |     
|                                                   | Cash paid for interest expense                                                                  |                                | $                                                | 3,296                              |        | $                                  | 969    |                          | $      |                         |     
|                                                   |                                                                                                 |                                |                                                  |                                    |        |                                    |        |                          |        |                          |     

See accompanying notes to consolidated financial statements.

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Notes to consolidated financial statements

Year ended December 31, 2006, Six months ended December 31, 2005 and Years ended June 30, 2005 and 2004

(1)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)   Nature of business

TransMontaigne Partners L.P. ("Partners") was formed in February 2005 as a Delaware master limited partnership initially to own and operate refined
petroleum products terminaling and transportation facilities. We conduct our operations in the United States primarily along the Gulf Coast, in Brownsville, Texas, along the Mississippi and Ohio
rivers, and in the Midwest. We provide integrated terminaling, storage, transportation and related services for companies engaged in the distribution and marketing of refined petroleum products and
crude oil, including TransMontaigne Inc.

We
are controlled by our general partner, TransMontaigne GP L.L.C., which is a wholly-owned subsidiary of TransMontaigne Inc. Effective September 1, 2006, Morgan Stanley
Capital Group Inc., a wholly-owned subsidiary of Morgan Stanley, purchased all of the issued and outstanding capital stock of TransMontaigne Inc. Morgan Stanley Capital Group is the
principal commodities trading arm of Morgan
Stanley. Morgan Stanley Capital Group is a leading global commodity trader involved in proprietary and counterparty-driven trading in numerous commodities including crude oil, refined petroleum
products, natural gas and natural gas liquids, coal, electric power, base and precious metals and others. Morgan Stanley Capital Group engages in trading both physical commodities, like the refined
petroleum products that we handle in our terminals, and exchange or over-the-counter commodities derivative instruments. As a result of Morgan Stanley's acquisition of
TransMontaigne Inc., Morgan Stanley became the indirect owner of our general partner. TransMontaigne Inc. and Morgan Stanley have a significant interest in our partnership through their
indirect ownership of a 44.6% limited partner interest and a 2% general partner interest.

(b)   Change in year end

We adopted a December 31 year end for financial and tax reporting purposes effective December 31, 2005. We previously maintained a
June 30 year end for financial and tax reporting purposes.

(c)   Basis of presentation and use of estimates

Our accounting and financial reporting policies conform to accounting principles and practices generally accepted in the United States of America. The
accompanying consolidated financial statements include the accounts of TransMontaigne Partners L.P., a Delaware limited partnership, and its controlled subsidiaries. All significant inter-company
accounts and transactions have been eliminated in the preparation of the accompanying consolidated financial statements.

The
preparation of financial statements in conformity with generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. The
following estimates, in management's opinion, are subjective in nature, require the exercise of judgment, and involve complex analyses: allowance for doubtful accounts and accrued environmental
obligations. Changes in these estimates and assumptions will occur as a result of the passage of time and the occurrence of future events. Actual results could differ from these estimates.

The
accompanying consolidated financial statements include the assets, liabilities and results of operations of certain TransMontaigne Inc. terminal and pipeline operations prior
to their acquisition by

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us
from TransMontaigne Inc. The acquired assets and liabilities have been recorded at TransMontaigne Inc.'s carryover basis. At the closing of our initial public offering on
May 27, 2005, we acquired from TransMontaigne Inc. seven Florida terminals, including terminals located in Tampa, Port Manatee, Fisher Island, Port Everglades (North), Port Everglades
(South), Cape Canaveral, and Jacksonville; and the Razorback Pipeline system, including the terminals located at Mt. Vernon, Missouri and Rogers, Arkansas in exchange for 120,000 common units,
2,872,266 subordinated units, a 2% general partner interest, and a cash payment of approximately $111.5 million. On January 1, 2006, we acquired from TransMontaigne Inc. the
Mobile, Alabama terminal in exchange for a cash payment of approximately $17.9 million (See Note 3 of Notes to consolidated financial statements). On December 29, 2006, we
acquired from TransMontaigne Inc. the Brownsville, Texas terminal, 12 terminals along the Mississippi and Ohio rivers ("River terminals"), and the Baton Rouge, Louisiana dock facility in
exchange for a cash payment of approximately $135 million (See Note 3 of Notes to consolidated financial statements). The acquisitions of terminal and pipeline operations from
TransMontaigne Inc. have been accounted for as transactions among entities under common control and, accordingly, prior periods include the activity of the acquired terminal and pipeline
operations since the date they were purchased by TransMontaigne Inc. for acquisitions made by us prior to September 1, 2006, and since September 1, 2006 (the date of Morgan
Stanley Capital Group Inc.'s acquisition of TransMontaigne Inc.) for acquisitions made by us on or after September 1, 2006.

On
February 28, 2003, TransMontaigne Inc. purchased the Port Manatee, Fisher Island, Port Everglades (North), Cape Canaveral and Jacksonville terminal operations from an
affiliate of El Paso Corporation (see Note 3 of Notes to consolidated financial statements). On August 1, 2005, TransMontaigne purchased the Mobile terminal operations from
Radcliff/Economy Marine Services, Inc.

The
accompanying consolidated financial statements include allocated general and administrative charges from TransMontaigne Inc. for indirect corporate overhead to cover costs of
functions such as legal, accounting, treasury, engineering, environmental safety, information technology, and other corporate services (see Note 2 of Notes to consolidated financial
statements). The allocated general and administrative expenses were approximately $4.5 million for the year ended December 31, 2006, $1.6 million for the six months ended
December 31, 2005 and $2.8 million and $3.3 million for the years ended June 30, 2005 and 2004, respectively. The accompanying consolidated financial statements also
include allocated insurance charges from TransMontaigne Inc. for insurance premiums to cover costs of insuring activities such as property, casualty, pollution, automobile, directors' and
officers' liability, and other insurable risks. The allocated insurance charges were $1.2 million for the year ended December 31, 2006, $0.5 million for the six months ended
December 31, 2005 and $1.0 million and $0.9 million for the years ended June 30, 2005 and 2004, respectively. Management believes that the allocated general and
administrative charges and insurance charges are representative of the costs and expenses incurred by TransMontaigne Inc. for managing Partners' operations.

(d)   Accounting for terminal and pipeline operations

In connection with our terminal and pipeline operations, we utilize the accrual method of accounting for revenue and expenses. We generate revenues in our
terminal and pipeline operations from throughput fees, storage fees, transportation fees, and fees from other ancillary services. Throughput revenue is recognized when the product is delivered to the
customer; storage revenue is recognized ratably over the term of the storage contract; management fee revenue is recognized as the services are performed; transportation revenue is recognized when the
product has been delivered to the customer at the specified delivery location; and ancillary service revenue is recognized as the services are performed.

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(e)   Cash and cash equivalents

We consider all short-term investments with a remaining maturity of three months or less at the date of purchase to be cash equivalents.

(f)    Property, plant and equipment

Depreciation is computed using the straight-line and double-declining balance methods. Estimated useful lives are 20 to 25 years for plant,
which includes buildings, storage tanks, and pipelines, and 3 to 20 years for equipment. All items of property, plant and equipment are carried at cost. Expenditures that increase capacity or
extend useful lives are capitalized. Repairs and maintenance are expensed as incurred.

We
evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable based on expected
undiscounted cash flows attributable to that asset. If an asset is impaired, the impairment loss to be recognized is the excess of the carrying amount of the asset over its estimated fair value.

(g)   Environmental obligations

We accrue for environmental costs that relate to existing conditions caused by past operations when estimable. Environmental costs include initial site surveys
and environmental studies of potentially contaminated sites, costs for remediation and restoration of sites determined to be contaminated and ongoing monitoring costs, as well as fines, damages and
other costs, including direct legal costs. Liabilities for environmental costs at a specific site are initially recorded, on an undiscounted basis, when it is probable that we will be liable for such
costs, and a reasonable estimate of the associated costs can be made based on available information. Such an estimate includes our share of the liability for each specific site and the sharing of the
amounts related to each site that will not be paid by other potentially responsible parties, based on enacted laws and adopted regulations and policies. Adjustments to initial estimates are recorded,
from time to time, to reflect changing circumstances and estimates based upon additional information developed in subsequent periods. Estimates of our ultimate liabilities associated with
environmental costs are particularly difficult to make with certainty due to the number of variables involved, including the early stage of investigation at certain sites, the lengthy time frames
required to complete remediation, technology changes, alternatives available and the evolving nature of environmental laws and regulations. We periodically file claims for insurance recoveries of
certain environmental remediation costs with our insurance carriers under our comprehensive liability policies. We recognize our insurance recoveries as a credit to income in the period the insurance
recoveries are received.

At
December 31, 2006 and 2005, and June 30, 2005, we have accrued environmental obligations of approximately $682,000, $625,000, and $nil, respectively, representing our
best estimate of our remediation obligations (see Note 9 of Notes to consolidated financial statements). During the year ended December 31, 2006, we charged to income approximately
$950,000 to increase our estimate of our future environmental remediation obligations due to product that was released during June 2006 at our Mobile, Alabama terminal facility and product that
was released during October 2006 at our Rogers, Arkansas terminal facility. During the year ended December 31, 2006 we made payments of approximately $893,000 towards our environmental
remediation obligations. The accrued environmental obligations at December 31, 2005 represent amounts assumed in connection with the acquisition of the Oklahoma City terminal facility (see
Note 3 of Notes to consolidated financial statements). Changes in our estimates of our future environmental remediation obligations may occur as a result of the passage of time and the
occurrence of future events.

TransMontaigne Inc.
has indemnified us through May 2010 against certain potential environmental claims, losses and expenses associated with the operation of the Florida and
Midwest terminal facilities

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and
occurring before May 27, 2005, up to a maximum liability not to exceed $15 million for this indemnification obligation (see Note 2 of Notes to consolidated financial
statements). TransMontaigne Inc. has indemnified us through December 2008 against certain potential environmental claims, losses and expenses associated with the operation of the Mobile,
Alabama terminal and occurring before January 1, 2006, up to a maximum liability not to exceed $2.5 million for this indemnification obligation (see Note 2 of Notes to
consolidated financial statements). TransMontaigne Inc. has indemnified us through December 2011 against certain potential environmental claims, losses and expenses associated with the
operation of the Brownsville and River terminals and occurring before December 31, 2006, up to a maximum liability not to exceed $15 million for this indemnification obligation (see
Note 2 of Notes to consolidated financial statements).

(h)   Asset retirement obligations

Asset retirement obligations are legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction,
development or normal use of the asset. Statement of Financial Accounting Standards No. 143, "Accounting for Asset Retirement Obligations," requires that the fair value of a liability related
to the retirement of long-lived assets be recorded at the time a legal obligation is incurred. Once an asset retirement obligation is identified and a liability is recorded, a
corresponding asset is recorded, which is depreciated over the remaining useful life of the asset. After the initial measurement, the liability is adjusted to reflect changes in the asset retirement
obligation's fair value. If and when it is determined that a legal obligation has been incurred, the fair value of any liability is determined based on estimates and assumptions related to retirement
costs, future inflation rates and interest rates. Our long-lived assets consist of above-ground storage facilities and an underground pipeline. We are unable to predict if and when our
long-lived assets will become completely obsolete and require dismantlement. Accordingly, we have not recorded an asset retirement obligation, or corresponding asset, because the future
dismantlement and removal dates of our long-lived assets, and the amount of any associated costs, are indeterminable. Changes in our estimates and assumptions may occur as a result of the
passage of time and the occurrence of future events.

In
March 2005, the FASB issued FASB Interpretation No. 47 ("FIN 47"), "Accounting for Conditional Asset Retirement Obligationsan interpretation of
SFAS 143," which requires companies to recognize a liability for the fair value of a legal obligation to perform asset-retirement activities that are conditional on a future event, if the
amount can be reasonably estimated. We adopted the requirements of FIN 47 on January 1, 2006. The adoption of FIN 47 did not have a significant impact on our combined financial statements.

(i)    Equity-based compensation plan

For periods ending prior to July 1, 2005, we accounted for our equity-based compensation awards using the intrinsic value method pursuant to APB Opinion
No. 25,Accounting for Stock Issued to Employees.

Effective
July 1, 2005, we adopted the provisions of Statement of Financial Accounting Standards No. 123 (R),Share-Based
Payment. The adoption of this Statement did not have an impact on our consolidated financial statements, except for the elimination of deferred equity-based compensation from
partners' equity. This Statement requires us to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the
award. That cost will be recognized over the period during which an employee is required to provide service in exchange for the award. We are required to estimate the number of equity instruments that
are expected to vest in measuring the total compensation cost to be recognized over the related service period. For awards granted prior to July 1, 2005, we are required to measure compensation
cost for the portion of outstanding awards for which the requisite service has not yet been rendered (i.e., the unvested portion

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of
the award as of July 1, 2005). The compensation cost for these awards is based on their relative grant-date fair values.

Compensation
cost is recognized over the service period on a straight-line basis. On September 1, 2006, TransMontaigne Inc. was acquired by Morgan Stanley
Capital Group resulting in the acceleration of vesting of all outstanding restricted phantom units and restricted common units.

(j)    Income taxes

No provision for income taxes has been reflected in the accompanying consolidated financial statements because Partners is treated as a partnership for federal
and state income taxes. As a partnership, all income, gains, losses, expenses, deductions and tax credits generated by Partners flow through to the unitholders of the partnership.

(k)   Net earnings per limited partner unit

Basic earnings per limited partner unit are computed by dividing net earnings allocable to limited partners by the weighted average number of limited partnership
units outstanding during the period, excluding restricted phantom units. Diluted earnings per limited partner unit are computed by dividing net earnings allocable to limited partners by the weighted
average number of limited partnership units outstanding during the period and, when dilutive, restricted phantom units. Net earnings allocable to limited partners are net of two percent of the
earnings allocable to the general partner.

(l)    Reclassifications

Certain amounts in the prior periods have been reclassified to conform to the current period's presentation. Net earnings and partners' equity have not been
affected by these reclassifications.

(2)   TRANSACTIONS WITH TRANSMONTAIGNE INC. AND MORGAN STANLEY CAPITAL GROUP

Omnibus Agreement.We have an omnibus agreement with TransMontaigne Inc. that will expire in May 2008, unless
extended. Under the omnibus agreement we pay TransMontaigne Inc. an administrative fee for the provision of various general and administrative services for our benefit. At December 31,
2006, the annual administrative fee payable to TransMontaigne Inc. was approximately $6.9 million. If we acquire or construct additional facilities, TransMontaigne Inc. will
propose a revised administrative fee covering the provision of services for such additional facilities. If the conflicts committee of our general partner agrees to the revised administrative fee,
TransMontaigne Inc. will provide services for the additional facilities pursuant to the agreement. The administrative fee includes expenses incurred by TransMontaigne Inc. to perform
centralized corporate functions, such as legal, accounting, treasury, insurance administration and claims processing, health, safety and environmental, information technology, human resources, credit,
payroll, taxes and engineering and other corporate services, to the extent such services are not outsourced by TransMontaigne Inc.

The
omnibus agreement further provides that we pay TransMontaigne Inc. an insurance reimbursement for premiums on insurance policies covering our facilities and operations. At
December 31, 2006 the annual insurance reimbursement payable to TransMontaigne Inc. was approximately $1.6 million. We also reimburse TransMontaigne Inc. for direct
operating costs and expenses that TransMontaigne Inc. incurs on our behalf, such as salaries of operational personnel performing services on-site at our terminals and pipeline and
the cost of their employee benefits, including 401(k) and health insurance benefits.

Environmental Indemnification.Under the omnibus agreement, TransMontaigne Inc. has agreed to indemnify us through May
2010 against certain potential environmental claims, losses and expenses

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occurring
before May 27, 2005, and associated with the operation of the Florida and Midwest terminal facilities acquired by us on May 27, 2005. TransMontaigne Inc.'s maximum
liability for this indemnification obligation is $15 million. TransMontaigne Inc. has no obligation to indemnify us for losses until such aggregate losses exceed $250,000.
TransMontaigne Inc. has no indemnification obligations with respect to environmental claims made as a result of additions to or modifications of environmental laws promulgated after
May 27, 2005.

In
connection with our acquisition of the Mobile, Alabama terminal, TransMontaigne Inc. agreed to indemnify us through December 2008, against certain potential
environmental liabilities associated with the operation of the Mobile terminal that occurred on or prior to January 1, 2006. Our environmental losses must first exceed $200,000 and
TransMontaigne Inc.'s indemnification obligations are capped at $2.5 million. The cap amount does not apply to any environmental liabilities known to exist as of January 1, 2006.

In
connection with our acquisition of the Brownsville and River terminals, TransMontaigne Inc. agreed to indemnify us through December 2011, against certain potential
environmental liabilities associated with the operation of the Brownsville and River terminals that occurred on or prior to December 31, 2006. Our environmental losses must first exceed
$250,000 and TransMontaigne Inc.'s indemnification obligations are capped at $15 million. The cap amount does not apply to any environmental liabilities known to exist as of
December 31, 2006. TransMontaigne Inc. has no indemnification obligations with respect to environmental claims made as a result of additions to or modifications of environmental laws
promulgated after December 31, 2006.

Terminaling Services AgreementFlorida Terminals and Razorback Pipeline System.We have a terminaling and
transportation services agreement with TransMontaigne Inc. that will expire on December 31, 2013. Under this agreement, TransMontaigne Inc. agreed to transport on the Razorback
Pipeline and throughput at our Florida, Missouri and Arkansas terminals a volume of refined products that will, at the fee and tariff schedule contained in the agreement, result in minimum revenues to
us of $20 million per year. If TransMontaigne Inc. fails to meet its minimum revenue commitment in any quarter, it must pay us the amount of any shortfall within 15 business days
following receipt of an invoice from us. A shortfall payment may be applied as a credit in the following four quarters after TransMontaigne Inc.'s minimum obligations are met. In exchange for
TransMontaigne Inc.'s minimum revenue commitment, we agreed to provide TransMontaigne Inc. approximately 2.6 million barrels of light oil storage capacity and approximately
1.3 million barrels of heavy oil storage capacity at certain of our Florida terminals.

In
the event of a force majeure event that renders performance impossible with respect to an asset for at least 30 consecutive days, TransMontaigne Inc.'s obligations would be
temporarily suspended with respect to that asset. If a force majeure event continues for 30 consecutive days or more and results in
a diminution in the storage capacity we make available to TransMontaigne Inc., TransMontaigne Inc.'s minimum revenue commitment would be reduced proportionately for the duration of the
force majeure event.

After
the initial term, the terminaling services agreement will automatically renew for subsequent one-year periods, subject to either party's right to terminate with six
months' notice. TransMontaigne Inc.'s obligations under the terminaling services agreement will not terminate if TransMontaigne Inc. no longer owns our general partner.
TransMontaigne Inc. may assign the terminaling services agreement only with the consent of the conflicts committee of our general partner. Upon termination of the agreement,
TransMontaigne Inc. has a right of first refusal to enter into a new terminaling services agreement with us, provided it pays no less than 105% of the fees offered by the third party.

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Effective September 1, 2006, we are responsible for all refined product losses and we are entitled to all product gains at our Florida terminals. Prior to September 1,
2006, we were responsible for all refined product losses in excess of 0.10% of the refined product we received from TransMontaigne Inc. at our Florida terminals; we were entitled to all product
gains, including 0.10% of the refined product we received from TransMontaigne Inc. at our Florida terminals.

Terminaling Services AgreementOklahoma City Terminal.We have a revenue support agreement with
TransMontaigne Inc. that provides that in the event any current third-party terminaling agreement should expire, TransMontaigne Inc. agrees to enter into a terminaling services agreement
that will expire no earlier than November 1, 2012. The terminaling services agreement will provide that TransMontaigne Inc. agrees to throughput such volume of refined product as may be
required to guarantee minimum revenues of $0.8 million per year. If TransMontaigne Inc. fails to meet its minimum revenue commitment in any year, it must pay us the amount of any
shortfall within 15 business days following receipt of an invoice from us. In exchange for TransMontaigne Inc.'s minimum revenue commitment, we agreed to provide TransMontaigne Inc.
approximately 153,000 barrels of light oil storage capacity at our Oklahoma City terminal. TransMontaigne Inc.'s minimum revenue commitment currently is not in effect because a major oil
company is under contract for the utilization of the light oil storage capacity at the terminal.

Terminaling Services AgreementMobile Terminal.We have a terminaling and transportation services agreement with
TransMontaigne Inc. that will expire on December 31, 2012. Under this agreement, TransMontaigne Inc. agreed to throughput at our Mobile terminal a volume of refined products that
will, at the fee and tariff schedule contained in the agreement, result in minimum revenues to us of $2.1 million per year. If TransMontaigne Inc. fails to meet its minimum revenue
commitment in any year, it must pay us the amount of any shortfall within 15 business days following receipt of an invoice from us. A shortfall payment may be applied as a credit in the following year
after TransMontaigne Inc.'s minimum obligations are met. In exchange for TransMontaigne Inc.'s minimum revenue commitment, we agreed to provide TransMontaigne Inc. approximately
46,000 barrels of light oil storage capacity and approximately 65,000 barrels of heavy oil storage capacity at the terminal.

Terminaling Services AgreementMorgan Stanley Capital Group.We have a terminaling and transportation services
agreement with Morgan Stanley Capital Group, relating to our Brownsville, Texas terminal complex, that will expire on October 31, 2010. Under this agreement, Morgan Stanley Capital Group agreed
to store a specified minimum amount of fuel oils at our terminals that will result in minimum revenues to us of approximately $2.2 million per year. In exchange for its minimum revenue
commitment, we agreed to provide Morgan Stanley Capital Group a minimum amount of storage capacity for such fuel oils.

Terminaling Services AgreementBrownsville LPG.We have a terminaling and transportation services agreement with
TransMontaigne Inc. relating to our Brownsville terminal that will expire on March 31, 2010. Under this agreement, TransMontaigne Inc. agreed to throughput at our Brownsville LPG
terminal certain minimum volumes of natural gas liquids that will, under the fee and tariff schedule contained in the agreement, result in minimum revenues to us of approximately $1.4 million
per year. In exchange for TransMontaigne Inc.'s minimum throughput commitment, we agreed to provide TransMontaigne Inc. approximately 33,700 barrels of storage capacity at our
Brownsville, Texas terminal complex.

(3)   ACQUISITIONS

Brownsville and River Terminals.Effective December 29, 2006, we acquired from TransMontaigne Inc. a refined
product terminal with approximately 2.2 million barrels of aggregate active storage capacity in Brownsville, Texas, twelve refined product terminals along the Mississippi and Ohio rivers with
approximately 2.7 million barrels of aggregate active storage capacity, and the Baton

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Rouge,
Louisiana dock facility for a cash payment of approximately $135 million. The Brownsville terminal provides integrated terminaling services to customers, including
TransMontaigne Inc. and Morgan Stanley Capital Group, engaged in the distribution and marketing of refined products and natural gas liquids. The River terminals provide integrated terminaling
services to third parties engaged in the distribution and marketing of refined products and industrial and commercial end-users. The acquisition of the Brownsville and River terminals from
TransMontaigne Inc. has been recorded at carryover basis in a manner similar to a reorganization of entities under common control. As such, prior periods include the assets, liabilities, and
results of operations of the Brownsville and River terminals from September 1, 2006, the date of acquisition by Morgan Stanley Capital Group of TransMontaigne Inc. The results of
operations of the Brownsville and River terminals for periods prior to its actual sale to us have been allocated to TransMontaigne Inc. ("Predecessor"). The difference between the consideration
we paid to TransMontaigne Inc. and the carryover basis of the net assets purchased has been reflected in the accompanying consolidated balance sheet and changes in partners' equity as an
increase to partners' equitysubordinated units.

At
December 31, 2006, TransMontaigne Inc.'s accounting basis in the assets and liabilities of the Brownsville and River terminals is preliminary and subject to change, pending the
completion of an ongoing appraisal of TransMontaigne Inc.'s identifiable tangible and intangible assets. The preliminary basis in the assets and liabilities of the Brownsville and River terminals are
as follows:

December 29,
2006

September 1,
2006Cash

$
15

$
15Trade accounts receivable





2,420Prepaid expenses and other


164


126Property, plant and equipment


111,621


108,066Goodwill


23,235


23,235Other intangible assets, net


3,596


3,699Other assets, net


10


3Trade accounts payable





(1,221
)Other accrued liabilities


(136
)

(520
)Predecessor equity

$
138,505

$
135,823


The
unaudited pro forma combined results of operations as if the acquisition of the Brownsville and River terminals had occurred on July 1, 2005 are as follows (in thousands,
except per unit data):

Year ended
December 31,
2006

Six months
ended
December 31,
2005(unaudited)Revenue

$
75,139

$
32,981Net earnings (loss)

$
(3,719
)
$
644Net earnings (loss) per limited partner unitbasic

$
(0.50
)
$
0.02


Mobile Terminal.Effective January 1, 2006, we acquired from TransMontaigne Inc. a refined product terminal
with approximately 235,000 barrels of aggregate active storage capacity in Mobile, Alabama for approximately $17.9 million. The Mobile terminal currently provides integrated terminaling
services to TransMontaigne Inc., a major oil company, a crude oil marketing company and a petro-chemical company. The acquisition of the Mobile terminal from TransMontaigne Inc. has been
recorded at carryover basis in a manner similar to a reorganization of entities under common control.

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As
such, prior periods include the assets, liabilities, and results of operations of the Mobile terminal from August 1, 2005, the date of acquisition by TransMontaigne Inc. from
Radcliff/Economy Marine Services, Inc. The results of operations of the Mobile terminal for periods prior to its actual sale to us have been allocated to TransMontaigne Inc.
("Predecessor"). The consideration we paid to TransMontaigne Inc. in excess of the carryover basis of the net assets purchased has been reflected in the accompanying consolidated balance sheet
and changes in partners' equity as a reduction of partners' equitysubordinated units.

The
basis of the assets and liabilities of the Mobile terminal are as follows:

December 31,
2005

August 1,
2005Trade accounts receivable

$


$
72Due from TransMontaigne Inc.





Property, plant and equipment


8,869


9,137Trade accounts payable





(56
)Predecessor equity

$
8,869

$
9,153


Oklahoma City Terminal.Effective October 31, 2005, we purchased from Magellan Pipeline Company, L.P. a refined
product terminal with approximately 157,000 barrels of aggregate active storage capacity in Oklahoma City, Oklahoma for approximately $1.9 million. The Oklahoma City terminal currently provides
integrated terminaling services to a major oil company. The accompanying consolidated financial statements include the results of operations of the Oklahoma City terminal from October 31, 2005.

The
adjusted purchase price was allocated to the assets and liabilities acquired based upon the estimated fair value of the assets and liabilities as of the acquisition date. The
adjusted purchase price was allocated as follows (in thousands):

Oklahoma City
terminalProperty, plant and equipment

$
2,493Acquisition related liabilities


(635
)Cash paid

$
1,858


Acquisition-related
liabilities include assumed environmental obligations of approximately $625,000 and accrued property taxes of approximately $10,000.

Florida Terminals.On February 28, 2003, TransMontaigne Inc. acquired all of the outstanding shares of capital
stock of Coastal Fuels Marketing, Inc. and its subsidiary, Coastal Tug and Barge, Inc., along with the rights to and operations of the Southeast marketing division of El Paso Merchant
Energy Petroleum Company, from an affiliate of El Paso Corporation. The acquisition included five Florida terminals, with aggregate active storage capacity of approximately 4.7 million barrels,
and a related tug and barge operation (collectively, the "Coastal Fuels assets"). The Coastal Fuels assets primarily handle gasolines, distillates (including heating oils), jet fuels, residual fuel
oils, asphalt and crude oil at Cape Canaveral, Port Manatee/Tampa, Port Everglades/Ft. Lauderdale, Fisher Island/Miami and Jacksonville, Florida. The adjusted purchase price for the acquisition,
including approximately $37 million of product inventory, was approximately $156 million. The accompanying consolidated financial statements include the results of operations of the
Coastal Fuels assets acquired by us from the closing date of the acquisition by TransMontaigne Inc. (February 28, 2003).

69

---



TransMontaigne Inc.'s
adjusted purchase price was allocated to the assets and liabilities acquired based upon the estimated fair value of the assets and liabilities as of the
acquisition date. The applicable portion of the adjusted purchase price that was allocated to the Coastal Fuels assets acquired by us is as follows (in thousands):

Coastal FuelsProperty, plant and equipment

$
93,006Other assetsacquired intangible


2,500Acquisition related liabilities


(140
)Cash paid

$
95,366


Coastal
Fuels acquisition-related liabilities include accrued property taxes of approximately $140,000.

(4)   CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLE

Our primary market areas are located along the Gulf Coast, in Brownsville, Texas, along the Mississippi and Ohio rivers, and in the Midwest. We have a
concentration of trade receivable balances due from companies engaged in the trading, distribution and marketing of refined products and crude oil, and the United States government. These
concentrations of customers may affect our overall credit risk in that the customers may be similarly affected by changes in economic, regulatory or other factors. Our customers' historical and future
credit positions are analyzed prior to extending credit. We manage our exposure to credit risk through credit analysis, credit approvals, credit limits and monitoring procedures, and for certain
transactions we may request letters of credit, prepayments or guarantees. We maintain allowances for potentially uncollectible accounts receivable. During the year ended December 31, 2006, six
months ended December 31, 2005 and years ended June 30, 2005 and 2004, we increased the allowance for doubtful accounts through a charge to income of approximately $75,000, $nil,
$50,000, and $0.1 million, respectively.

Trade
accounts receivable, net consists of the following (in thousands):

December 31,
2006

December 31,
2005

June 30,
2005Trade accounts receivable

$
1,700

$
1,003

$
492Less allowance for doubtful accounts


(75
)




$
1,625

$
1,003

$
492


TransMontaigne Inc.
and Morgan Stanley Capital Group, in the aggregate, accounted for approximately 56%, 70%, 64%, and 59% of our total revenues for the year ended
December 31, 2006, six months ended December 31, 2005 and years ended June 30, 2005 and 2004, respectively. Marathon Petroleum Company LLC ("Marathon") and the previous asphalt
storage customers accounted for 16%, 17%, 24%, and 24% of our total revenues for the year ended December 31, 2006, six months ended December 31, 2005 and years ended June 30, 2005
and 2004, respectively.

(5)   OTHER CURRENT ASSETS

Other current assets are as follows (in thousands):

December 31,
2006

December 31,
2005

June 30,
2005Additive detergent

$
558

$
307

$
290Reimbursements due from the Federal government


438





Deposits and other assets


160


31


12$
1,156

$
338

$
302


70

---



Reimbursements due from the Federal government represent costs we have incurred for the development and installation of terminal security plans and enhancements at our Gulf Coast
terminals.

(6)   PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net is as follows (in thousands):

December 31,
2006

December 31,
2005

June 30,
2005Land

$
34,039

$
27,303

$
25,024Terminals, pipelines and equipment


231,607


128,830


117,830Furniture, fixtures and equipment


874


480


468Construction in progress


8,132


263


741274,652


156,876


144,063Less accumulated depreciation


(39,578
)

(30,992
)

(27,782
)$
235,074

$
125,884

$
116,281


(7)   GOODWILL

At December 31, 2006, goodwill is approximately $23.2 million resulting from the acquisition of the Brownsville and River terminals from
TransMontaigne Inc. The acquisition of the Brownsville and River terminals from TransMontaigne Inc. has been recorded at TransMontaigne Inc.'s carryover basis in a manner similar
to a reorganization of entities under common control (See Note 3 of Notes to consolidated financial statements). TransMontaigne Inc.'s carryover basis in the Brownsville and River
terminals is derived from the application of push-down accounting associated with Morgan Stanley Capital Group's acquisition of TransMontaigne Inc. on September 1, 2006.
Goodwill represents the excess of Morgan Stanley Capital Group's aggregate purchase price over the fair value of the identifiable assets acquired attributable to the Brownsville and River terminals.
Goodwill is not amortized, but instead tested for impairment on an annual basis during the three months ended December 31.

(8)   OTHER ASSETS, NET

Other assets, net are as follows (in thousands):

December 31,
2006

December 31,
2005

June 30,
2005Deferred financing costs, net of accumulated amortization of $nil, $107, and $15

$
2,603

$
809

$
901Identifiable intangible assets, net:Customer relationships, net of accumulated amortization of $103, $nil and $nil, respectively


3,596





Coastal Fuels trade name, net of accumulated amortization of $1,917, $1,417 and $1,167, respectively


583


1,083


1,333Deposits and other assets


19


9


9$
6,801

$
1,901

$
2,243


Deferred
financing costs are amortized using the interest method over the term of the related credit facility (see Note 10 of Notes to consolidated financial statements). On
December 29, 2006, we

71

---



repaid
and cancelled our former credit facility resulting in a charge to income of approximately $0.6 million for the write-off of the remaining unamortized deferred financing costs
related to the former credit facility. On December 22, 2006, we entered into a new senior secured credit facility and incurred deferred financing costs of approximately $2.6 million.

Our
acquisitions from TransMontaigne Inc. have been recorded at TransMontaigne Inc.'s carryover basis in a manner similar to a reorganization of entities under common
control (See Note 3 of Notes to consolidated financial statements). Identifiable intangible assets, net include the carryover basis of certain customer relationships at our Brownsville and
River terminals and the right to use the Coastal Fuels trade name at our Florida terminals.

The
carryover basis of the customer relationships is being amortized on a straight-line basis over twelve years; the carryover basis of the Coastal Fuels trade name is being
amortized on a
straight-line basis over five years. Expected amortization expense for identifiable intangible assets, net recorded as of December 31, 2006 is as follows (in thousands):

Years ending December 31,2007

2008

2009

2010

2011

ThereafterAmortization expense

$
808

$
391

$
308

$
308

$
308

$
2,056


(9)   ACCRUED LIABILITIES

Accrued liabilities are as follows (in thousands):

December 31,
2006

December 31,
2005

June 30,
2005Accrued property taxes

$
177

$
58

$
785Accrued environmental obligations


682


625


Customer advances and deposits


146


233


633Interest payable


87


26


Accrued expenses and other


373


297


243$
1,465

$
1,239

$
1,661


(10) LONG-TERM DEBT

Senior Secured Credit Facility.On December 22, 2006, we entered into a $225 million amended and restated
senior secured credit facility ("Senior Secured Credit Facility") with a consortium of lending institutions. At December 31, 2006, our outstanding borrowings under the Senior Secured Credit
Facility were approximately $189.6 million and our outstanding letters of credit were approximately $210,000. The initial borrowings under the Senior Secured Credit Facility were used to repay
the outstanding loans under the Former Credit Facility and to finance the acquisition of the Brownsville and River terminals from TransMontaigne Inc. (See Note 3 of Notes to consolidated
financial statements).

The
Senior Secured Credit Facility is composed of a $75 million term loan facility and a $150 million revolving credit facility. We may elect to have loans under the Senior
Secured Credit Facility bear interest either (i) at a rate of LIBOR plus a margin ranging from 1.50% to 2.50% depending on the total leverage ratio then in effect, or (ii) at a base rate
(the greater of (a) the federal funds rate plus 0.5% or (b) the prime rate) plus a margin ranging from 0.5% to 1.5% depending on the total leverage ratio then in effect. We also pay a
commitment fee ranging from 0.30% to 0.50% per annum, depending on the total leverage ratio then in effect, on the total amount of unused commitments. The interest rate on borrowings under our Senior
Secured Credit Facility was approximately 7.8% at December 31, 2006. Our obligations under the Senior Secured Credit Facility

72

---



are
secured by a first priority security interest in favor of the lenders in our assets, including cash, accounts receivable, inventory, general intangibles, investment property, contract rights and
real property. The terms of the Senior Secured Credit Facility include covenants that restrict our ability to make cash distributions and acquisitions. The principal balance of loans and any accrued
and unpaid interest will be due and payable in full on the maturity date, December 22, 2011.

The
credit facility also contains customary representations and warranties (including those relating to organization and authorization, compliance with laws, absence of defaults,
material agreements and litigation) and customary events of default (including those relating to monetary defaults, covenant defaults, cross defaults and bankruptcy events). The primary financial
covenants contained in the credit facility are (i) a total leverage ratio test (not to exceed 5.75 times through the earlier of September 30, 2007 or the completion of a new equity
offering of not less than $65 million, and not to exceed 4.5 times thereafter), (ii) a senior secured leverage ratio test (not to exceed 5.75 times through the earlier of
September 30, 2007 or the completion of a new equity offering of not less than $65 million, and not to exceed 4.0 times thereafter), and (iii) a minimum interest coverage ratio
test (not to be less than 2.25 times through September 30, 2007, then 2.5 times through December 31, 2007, and not less than 2.75 times thereafter).

Former Credit Facility.On May 9, 2005, we entered into a $75 million senior secured credit facility ("Former
Credit Facility"). At December 31, 2005 and June 30, 2005, our outstanding borrowings under the Former Credit Facility were approximately $28.0 million and $28.3 million,
respectively. The Former Credit Facility provided for a maximum borrowing line of credit equal to the lesser of (i) $75 million and (ii) four times Consolidated EBITDA (as
defined; $78.4 million at December 31, 2005). The maximum borrowing amount was reduced by the amount of letters of credit that were outstanding. The weighted average interest rate on
borrowings under our Former Credit Facility was 5.8% and 5.0% during the six months ended December 31, 2005 and year ended June 30, 2005, respectively. In addition, we paid a commitment
fee ranging from 0.375% to 0.50% per annum on the total amount of the unused commitments. On December 29, 2006, we repaid all outstanding borrowings under the Former Credit Facility with the
proceeds for the initial borrowings under our new Senior Secured Credit Facility and the Former Credit Facility was cancelled.

(11) LONG-TERM INCENTIVE PLAN

TransMontaigne GP L.L.C. ("TransMontaigne GP") is our general partner and manages our operations and activities. TransMontaigne Services Inc. is a
wholly-owned subsidiary of TransMontaigne Inc. and is the sole member of TransMontaigne GP. TransMontaigne Services Inc. adopted a long-term incentive plan for its employees
and consultants and non-employee directors of our general partner. The long-term incentive plan currently permits the grant of awards covering an aggregate of 345,895 units,
which amount will automatically increase on an annual basis by 2% of the total outstanding common and subordinated units at the end of the preceding fiscal year. As of December 31, 2006,
170,395 units are available for future grant under the long-term incentive plan. Ownership in the awards is subject to forfeiture until the vesting date, but recipients have distribution
and voting rights from the date of grant. The plan is administered by the compensation committee of the board of directors of our general partner. On January 19, 2006, we announced a program
for the repurchase of outstanding common units for purposes of making subsequent grants of restricted units to key employees and non-employee directors of our general partner. As of
December 31, 2006, we have repurchased approximately 38,400 common units pursuant to the program. As a result of the merger between TransMontaigne Inc. and Morgan Stanley Capital Group,
repurchases of outstanding common units under the program were discontinued.

On
March 31, 2006, TransMontaigne Services Inc. granted 58,000 restricted phantom units to its key employees and executive officers, and non-employee directors
of our general partner. On May 27, 2005, TransMontaigne Services Inc. granted 120,000 restricted common units to its key employees and

73

---



executive
officers, and non-employee directors of our general partner. We recognized deferred equity-based compensation of approximately $1.7 million and $2.6 million
associated with the March 2006 and May 2005 grants, respectively.

Pursuant
to the terms of the long-term incentive plan, all restricted phantom units and restricted common units granted to employees and executive officers, and
non-employee directors of our general partner vest upon a change in control of TransMontaigne Inc. On September 1, 2006, TransMontaigne Inc. was acquired by Morgan
Stanley Capital Group resulting in the acceleration of vesting of all outstanding restricted phantom units and restricted common units. Amortization of deferred equity-based compensation, including
the effects of the acceleration of vesting of all outstanding restricted phantom units and restricted common units, of approximately $3.9 million and $0.3 million is included in direct
general and administrative expense for the year ended December 31, 2006 and six months ended December 31, 2005, respectively.

On
March 2, 2007, the compensation committee of the board of directors of our general partner authorized the grant of 10,000 restricted phantom units, in the aggregate, to the
directors of our general partner who are not officers of our general partner or its affiliates. The grants will become effective on March 31, 2007.

(12) COMMITMENTS AND CONTINGENCIES

Operating Leases.We lease property and equipment under non-cancelable operating leases that extend through
April 2021. At December 31, 2006, future minimum lease payments under these non-cancelable operating leases are as follows (in thousands):

Years ending
December 31:

Property
and
equipment2007

$
1,2202008


1,2042009


1,1612010


1,1162011


743Thereafter


1,096$
6,540


Rental
expense under operating leases was approximately $0.5 million, $0.2 million, $0.2 million, and $0.2 million for the year ended December 31,
2006, six months ended December 31, 2005 and years ended June 30, 2005 and 2004, respectively.

(13) NET EARNINGS PER LIMITED PARTNER UNIT

The following table reconciles the computation of basic and diluted weighted average units (in thousands):

|                                            |  | Year
ended
December 31,
2006 |  | Six months
ended
December 31,
2005 |  | Six months
ended
December 31,
2004 |  | Year ended
June 30,
2005 |  | Year ended
June 30,
2004
|------------------------------------------- |  | ---------------------------- |  | ---------------------------------- |  | ---------------------------------- |  | ------------------------ |  | ------------------------
|
|Basic weighted average units                |  | 7,283                        |  | 7,295                              |  |                                   |  | 7,295                    |  |                        
|Dilutive effect of restricted phantom units |  | 3                            |  |                                   |  |                                   |  |                         |  |                        
|                                            |  |                              |  |                                    |  |                                    |  |                          |  |                         
|Diluted weighted average units              |  | 7,286                        |  | 7,295                              |  |                                   |  | 7,295                    |  |                        
|                                            |  |                              |  |                                    |  |                                    |  |                          |  |                         

74

---



For
the year ended December 31, 2006, we included the dilutive effect of 58,000 restricted phantom units, prior to their vesting on September 1, 2006, in the computation of
diluted net earnings per limited partner unit because the average quoted market price of our common units for the period exceeded the related unamortized deferred compensation.

We
exclude potentially dilutive securities from our computation of diluted earnings per limited partner unit when their effect would be anti-dilutive. There were no
anti-dilutive securities for the six months ended December 31, 2005 and 2004 and the years ended June 30, 2005 and 2004.

(14) DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used to estimate the fair value of financial instruments at December 31, 2006 and 2005, and June 30,
2005.

Cash and Cash Equivalents, Trade Receivables and Trade Accounts Payable.The carrying amount approximates fair value because
of the short-term maturity of these instruments.

Debt.The carrying value of the senior secured credit facility approximates fair value since borrowings under the senior
secured credit facility bear interest at current market interest rates.

75

---





(15) BUSINESS SEGMENTS

We provide integrated terminaling, storage, transportation and related services to companies engaged in the trading, distribution and marketing of refined
petroleum products and crude oil. Our chief operating decision maker is our general partner's chief executive officer ("CEO"). Our general partner's CEO reviews the financial performance of our
business segments using disaggregated financial information about "net margins" for purposes of making operating decisions and assessing financial performance. "Net margins" is composed of revenues
less direct operating costs and expenses. Accordingly, we present "net margins" for each of our business segments: (i) Gulf Coast terminals, (ii) Midwest terminals and pipeline system,
(iii) Brownsville terminal and (iv) River terminals.

The
financial performance of our business segments is as follows (in thousands):

|                                                |                                               | Year
ended
December 31,
2006 |        | Six months
ended
December 31,
2005 |        | Six months
ended
December 31,
2004 |        | Year
ended
June 30,
2005 |        | Year
ended
June 30,
2004 |      
|----------------------------------------------- | --------------------------------------------- | ---------------------------- | ------ | ---------------------------------- | ------ | ---------------------------------- | ------ | ------------------------ | ------ | ------------------------ | -----
|
|Gulf Coast Terminals:                           |                                               |                              |        |                                    |        |                                    |        |                          |        |                          |      
|Throughput and additive injection fees, net     |                                               | $                            | 21,523 |                                    | $      | 10,807                             |        | $                        | 4,497  |                          | $    
|Storage                                         |                                               |                              | 10,786 |                                    |        | 5,270                              |        |                          | 9,015  |                          |      
|                                                |                                               |                              |        |                                    |        |                                    |        |                          |        |                          |      
|                                                |                                               |                              | 32,309 |                                    |        | 16,077                             |        |                          | 13,512 |                          |      
|Other                                           |                                               |                              | 7,728  |                                    |        | 3,696                              |        |                          | 1,071  |                          |      
|                                                |                                               |                              |        |                                    |        |                                    |        |                          |        |                          |      
|                                                | Revenues                                      |                              |        | 40,037                             |        |                                    | 19,773 |                          |        | 14,583                   |      
|                                                | Direct operating costs and expenses           |                              |        | (19,123                            | )      |                                    | (7,123 | )                        |        | (7,058                   | )    
|                                                |                                               |                              |        |                                    |        |                                    |        |                          |        |                          |      
|                                                |                                               | Net margins                  |        |                                    | 20,914 |                                    |        | 12,650                   |        |                          | 7,525
|                                                |                                               |                              |        |                                    |        |                                    |        |                          |        |                          |      
|Midwest Terminals and Pipeline System:          |                                               |                              |        |                                    |        |                                    |        |                          |        |                          |      
|Throughput and additive injection fees, net     |                                               |                              | 3,027  |                                    |        | 1,197                              |        |                          | 877    |                          |      
|Pipeline transportation fees                    |                                               |                              | 2,449  |                                    |        | 1,226                              |        |                          | 1,098  |                          |      
|Other                                           |                                               |                              | 1,307  |                                    |        | 712                                |        |                          | 134    |                          |      
|                                                |                                               |                              |        |                                    |        |                                    |        |                          |        |                          |      
|                                                | Revenues                                      |                              |        | 6,783                              |        |                                    | 3,135  |                          |        | 2,109                    |      
|                                                | Direct operating costs and expenses           |                              |        | (2,117                             | )      |                                    | (773   | )                        |        | (682                     | )    
|                                                |                                               |                              |        |                                    |        |                                    |        |                          |        |                          |      
|                                                |                                               | Net margins                  |        |                                    | 4,666  |                                    |        | 2,362                    |        |                          | 1,427
|                                                |                                               |                              |        |                                    |        |                                    |        |                          |        |                          |      
|Brownsville Terminal (since September 1, 2006): |                                               |                              |        |                                    |        |                                    |        |                          |        |                          |      
|Throughput and additive injection fees, net     |                                               |                              | 1,351  |                                    |        |                                   |        |                          |       |                          |      
|Storage                                         |                                               |                              | 1,967  |                                    |        |                                   |        |                          |       |                          |      
|Other                                           |                                               |                              | 930    |                                    |        |                                   |        |                          |       |                          |      
|                                                |                                               |                              |        |                                    |        |                                    |        |                          |        |                          |      
|                                                | Revenues                                      |                              |        | 4,248                              |        |                                    |       |                          |        |                         |      
|                                                | Direct operating costs and expenses           |                              |        | (2,586                             | )      |                                    |       |                          |        |                         |      
|                                                |                                               |                              |        |                                    |        |                                    |        |                          |        |                          |      
|                                                |                                               | Net margins                  |        |                                    | 1,662  |                                    |        |                         |        |                          |     
|                                                |                                               |                              |        |                                    |        |                                    |        |                          |        |                          |      
|River Terminals (since September 1, 2006):      |                                               |                              |        |                                    |        |                                    |        |                          |        |                          |      
|Throughput and additive injection fees, net     |                                               |                              | 1,221  |                                    |        |                                   |        |                          |       |                          |      
|Storage                                         |                                               |                              | 4,315  |                                    |        |                                   |        |                          |       |                          |      
|Other                                           |                                               |                              | 181    |                                    |        |                                   |        |                          |       |                          |      
|                                                |                                               |                              |        |                                    |        |                                    |        |                          |        |                          |      
|                                                | Revenues                                      |                              |        | 5,717                              |        |                                    |       |                          |        |                         |      
|                                                | Direct operating costs and expenses           |                              |        | (2,365                             | )      |                                    |       |                          |        |                         |      
|                                                |                                               |                              |        |                                    |        |                                    |        |                          |        |                          |      
|                                                |                                               | Net margins                  |        |                                    | 3,352  |                                    |        |                         |        |                          |     
|                                                |                                               |                              |        |                                    |        |                                    |        |                          |        |                          |      
|Total net margins                               |                                               |                              | 30,594 |                                    |        | 15,012                             |        |                          | 8,952  |                          |      
|                                                | Direct general and administrative expenses    |                              |        | (6,453                             | )      |                                    | (1,267 | )                        |        |                         |      
|                                                | Allocated general and administrative expenses |                              |        | (4,487                             | )      |                                    | (1,588 | )                        |        | (1,400                   | )    
|                                                | Allocated insurance expense                   |                              |        | (1,215                             | )      |                                    | (500   | )                        |        | (500                     | )    
|                                                | Depreciation and amortization                 |                              |        | (9,188                             | )      |                                    | (3,461 | )                        |        | (3,044                   | )    
|                                                | Gain on disposition of assets, net            |                              |        |                                   |        |                                    |       |                          |        |                         |      
|                                                |                                               |                              |        |                                    |        |                                    |        |                          |        |                          |      
|                                                |                                               | Operating income             |        |                                    | 9,251  |                                    |        | 8,196                    |        |                          | 4,008
|Other income (expense), net                     |                                               |                              | (4,129 | )                                  |        | (1,057                             | )      |                          |       |                          |      
|                                                |                                               |                              |        |                                    |        |                                    |        |                          |        |                          |      
|                                                |                                               | Net earnings                 |        | $                                  | 5,122  |                                    | $      | 7,139                    |        | $                        | 4,008
|                                                |                                               |                              |        |                                    |        |                                    |        |                          |        |                          |      

76

---



Supplemental information about our business segments is summarized below (in thousands):

|                                           |          | Year ended December 31, 2006
|------------------------------------------ | -------- | ----------------------------
|
|Revenues from external customers           |          | $                           
|Revenues from TransMontaigne Inc.          |          |                             
|Revenues from Morgan Stanley Capital Group |          |                             
|                                           |          |                             
|                                           | Revenues |                             
|                                           |          |                             
|Identifiable assets                        |          | $                           
|                                           |          |                             
|Capital expenditures                       |          | $                           
|                                           |          |                             



|                                  |          | Six months ended December 31, 2005
|--------------------------------- | -------- | ----------------------------------
|
|Revenues from external customers  |          | $                                 
|Revenues from TransMontaigne Inc. |          |                                   
|                                  |          |                                   
|                                  | Revenues |                                   
|                                  |          |                                   
|Identifiable assets               |          | $                                 
|                                  |          |                                   
|Capital expenditures              |          | $                                 
|                                  |          |                                   



|                                  |          | Year ended June 30, 2005
|--------------------------------- | -------- | ------------------------
|
|Revenues from external customers  |          | $                       
|Revenues from TransMontaigne Inc. |          |                         
|                                  |          |                         
|                                  | Revenues |                         
|                                  |          |                         
|Identifiable assets               |          | $                       
|                                  |          |                         
|Capital expenditures              |          | $                       
|                                  |          |                         



|                                  |          | Year ended June 30, 2004
|--------------------------------- | -------- | ------------------------
|
|Revenues from external customers  |          | $                       
|Revenues from TransMontaigne Inc. |          |                         
|                                  |          |                         
|                                  | Revenues |                         
|                                  |          |                         
|Identifiable assets               |          | $                       
|                                  |          |                         
|Capital expenditures              |          | $                       
|                                  |          |                         

77

---



(16) FINANCIAL RESULTS BY QUARTER (UNAUDITED)

(in thousands)

|                    |  | Three months ended |        | 
|------------------- |  | ------------------ | ------ | 
|
|Revenues            |  | $                  | 12,090 | 
|                    |  |                    |        | 
|Net earnings (loss) |  | $                  | 2,719  | 
|                    |  |                    |        | 



|             |  | Three months ended |        | 
|------------ |  | ------------------ | ------ | 
|
|Revenues     |  | $                  | 10,967 | 
|             |  |                    |        | 
|Net earnings |  | $                  | 3,373  | 
|             |  |                    |        | 



|             |  | Three months ended |       | 
|------------ |  | ------------------ | ----- | 
|
|Revenues     |  | $                  | 8,392 | 
|             |  |                    |       | 
|Net earnings |  | $                  | 1,985 | 
|             |  |                    |       | 

78

---





ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There were no changes in or disagreements with accountants on accounting and financial disclosures during the year ended December 31, 2006.

ITEM 9A. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit
to the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified by the Commission's
rules and forms, and that information is accumulated and communicated to the management of our general partner, including our general partner's principal executive and principal financial officer
(whom we refer to as the Certifying Officer), as appropriate to allow timely decisions regarding required disclosure. The management of our general partner evaluated, with the participation of the
Certifying Officer, the effectiveness of our disclosure controls and procedures as of December 31, 2006, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that
evaluation, the Certifying Officer concluded that, as of December 31, 2006, our disclosure controls and procedures were effective. In addition, our Certifying Officer concluded that there were
no changes in our internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2006 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.

Management's Report on Internal Control Over Financial Reporting

The management of our general partner is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control
over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles.

Internal
control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over
financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial
reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely
basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process
safeguards to reduce, though not eliminate, this risk.

The
management of our general partner has used the framework set forth in the report entitled "Internal ControlIntegrated Framework" published by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO") to evaluate the effectiveness of our internal control over financial reporting. Based on that evaluation, the management of our general partner has
concluded that our internal control over financial reporting was effective as of December 31, 2006. The assessment by the management of our general partner of the effectiveness of our internal
control over financial reporting as of December 31, 2006 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which appears herein.

|March 16, 2007                                                                |  |  |  | 
|----------------------------------------------------------------------------- |  |  |  | 
|/s/ RANDALL J. LARSONRandall J. Larson                                        |  |  |  | 
|Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer |  | 

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Report of Independent Registered Public Accounting Firm

The
Board of Directors and Member
TransMontaigne GP L.L.C.:

We
have audited management's assessment, included in the accompanying Management's Report on Internal Control Over Financial Reporting appearing under Item
9A,that TransMontaigne Partners L.P. and subsidiaries maintained effective internal control over financial reporting as of December 31, 2006,
based on criteria established inInternal ControlIntegrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO).TransMontaigne Partners L.P.'s management is responsible for maintaining effective internal control over financial reporting and for
its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the
Company's internal control over financial reporting based on our audit.

We
conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control
over financial reporting, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A
company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In
our opinion, management's assessment that TransMontaigne Partners L.P. maintained effective internal control over financial reporting as of December 31, 2006, is fairly stated,
in all material respects, based on criteria established inInternal ControlIntegrated Frameworkissued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Also, in our opinion, TransMontaigne Partners L.P. maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2006, based on criteria established inInternal ControlIntegrated Frameworkissued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).

We
also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of TransMontaigne Partners L.P.
and subsidiaries as of December 31, 2006 and 2005, and June 30, 2005, and the related consolidated statements of operations, partners' equity, and cash flows for the year ended
December 31, 2006, the six months ended December 31, 2005 and for each of the years in the two-year period ended June 30, 2005, and our report dated March 16,
2007 expressed an unqualified opinion on those consolidated financial statements.

KPMG
LLP

Denver,
Colorado
March 16, 2007

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ITEM 9B. OTHER INFORMATION

No information was required to be disclosed in a report on Form 8-K, but not so reported, for the quarter ended December 31, 2006.

Part III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS OF OUR GENERAL PARTNER AND CORPORATE GOVERNANCE

MANAGEMENT OF TRANSMONTAIGNE PARTNERS

TransMontaigne GP L.L.C. ("TransMontaigne GP"), is our general partner and manages our operations and activities on our behalf. TransMontaigne
Services Inc. is an indirect wholly-owned subsidiary of TransMontaigne Inc. and is the sole member of TransMontaigne GP. TransMontaigne Inc. is a wholly-owned subsidiary of Morgan
Stanley Capital Group, the principal commodity trading arm of Morgan Stanley. TransMontaigne Partners has no officers or employees and all of our management and operational activities are provided by
officers and employees of TransMontaigne Services Inc. Our general partner is not elected by our unitholders and is not subject to re-election on a regular basis in the future.
Unitholders are not entitled to elect directors to the board of directors of our general partner or directly or indirectly participate in our management or operation. Our general partner is liable, as
general partner, for all of our debts (to the extent not paid from our assets), except
for indebtedness or other obligations that are made specifically nonrecourse to it. Whenever possible, our general partner intends to incur indebtedness or other obligations that are nonrecourse to
it.

Board of Directors and Officers

The board of directors of our general partner oversees our operations. Our general partner has appointed seven members to its board of directors, four of whom,
Messrs. Masters, Peters, Shaffer and Utsler, are independent as defined under the independence standards established by the New York Stock Exchange. The New York Stock Exchange does not require
a listed limited partnership, like TransMontaigne Partners, to have a majority of independent directors on the board of directors of its general partner or to establish a compensation committee or a
nominating or governance committee.

The
officers of our general partner manage the day-to-day affairs of our business. All of the officers listed below split their time between managing our business
and affairs and the business and affairs of TransMontaigne Inc. The officers of our general partner may face a conflict regarding the allocation of their time between our business and the other
business interests of TransMontaigne Inc. The sole member of our general partner intends to seek to cause the officers to devote as much time to the management of our operations as is necessary
for the proper conduct of our business and affairs.

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DIRECTORS AND EXECUTIVE OFFICERS

The following table shows information for the directors and officers of TransMontaigne GP L.L.C.:

|Name                |  | Age |  | Position                                                                                
|------------------- |  | --- |  | ----------------------------------------------------------------------------------------
|Donald H. Anderson  |  | 58  |  | Chairman of the Board                                                                   
|Randall J. Larson   |  | 49  |  | Chief Executive Officer, President, Chief Financial Officer and Chief Accounting Officer
|William S. Dickey   |  | 49  |  | Executive Vice President, Chief Operating Officer and Director                          
|Frederick W. Boutin |  | 51  |  | Senior Vice President and Treasurer                                                     
|Erik B. Carlson     |  | 59  |  | Senior Vice President, Corporate Secretary and General Counsel                          
|Javed Ahmed         |  | 37  |  | Director                                                                                
|Jerry R. Masters    |  | 48  |  | Director                                                                                
|David A. Peters     |  | 48  |  | Director                                                                                
|D. Dale Shaffer     |  | 63  |  | Director                                                                                
|Rex L. Utsler       |  | 61  |  | Director                                                                                

Donald H. Andersonwas elected as the non-executive Chairman of the board of directors of our general partner in
February 2005. Mr. Anderson served as the President and the Chief Executive Officer of our general partner from February 2005 to September 2006. Mr. Anderson has
served as Chairman of the Board of TransMontaigne Inc. since September 2006. From September 1999 to September 2006 he served as Vice Chairman and Chief Executive Officer of
TransMontaigne Inc., and served as its President from January 2000 to September 2006. From 1997 through September 1999, Mr. Anderson was the Executive Director and a
Principal of Western Growth Capital LLC, a Colorado-based private equity investment and consulting firm. From December 1994 until March 1997, Mr. Anderson was Chairman, President
and Chief Executive Officer of PanEnergy Services, PanEnergy's non-jurisdictional operating subsidiary. From December 1994 until March 1997, Mr. Anderson also served
as a Director of TEPPCO Partners, L.P. Mr. Anderson was previously President, Chief Operating Officer and Director of Associated Natural Gas Corporation from 1989 until its merger with
PanEnergy Corporation in 1994. Mr. Anderson is a director of Bear Paw Energy, LLC.

Randall J. Larsonhas served as the Chief Executive Officer of our general partner since September 2006 and as the Chief Financial
Officer and Chief Accounting Officer of our general partner since February 2005. From February 2005 to September 2006, Mr. Larson served as the Executive Vice President of
our general partner and served as a director of our general partner from February 2005 to October 2006. Mr. Larson has been the President and Chief Executive officer of
TransMontaigne Inc. since September 2006, its Chief Financial Officer since January 2003 and its Chief Accounting Officer since May 2002. Mr. Larson served as
Executive Vice President of TransMontaigne Inc. from May 2002 to September 2006 and also served as its Controller from May 2002 until January 2003. From
July 1994 through April 2002, Mr. Larson was a partner with KPMG LLP. From July 1992 to June 1994, Mr. Larson served as a Professional Accounting Fellow in
the Office of Chief Accountant of the Securities and Exchange Commission. Mr. Larson also serves as a director of Lion Oil Company, a privately held company.

William S. Dickeywas elected Executive Vice President, Chief Operating Officer and Director of our general partner in
February 2005. Mr. Dickey has been an Executive Vice President and Chief Operating Officer of TransMontaigne Inc. since May 2000. From January 1999 until
May 2000,

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Mr. Dickey
was a Vice President of TEPPCO Partners, L.P. From 1994 to 1998, Mr. Dickey served as Vice President and Chief Financial Officer of Associated Natural Gas, Inc. and its
successor, Duke Energy Field Services.

Frederick W. Boutinwas elected Senior Vice President and Treasurer of our general partner in February 2005. Mr. Boutin has
been Senior Vice President and Treasurer of TransMontaigne Inc. since June 2003. Mr. Boutin also served as Senior Vice President of TransMontaigne Inc. from
September 1996 to March 2002. In addition, Mr. Boutin served as Vice President of TransMontaigne Product Services Inc. from February 2002 to June 2003; Vice
President of Coastal Tug and Barge, Inc. from February 2003 to June 2003; Vice President of Coastal Fuels Marketing, Inc. from February 2003 to June 2003; and
Senior Vice President and Director of TransMontaigne Transport Inc. from February 2002 to the present. From
1985 to 1995, Mr. Boutin served as a Vice President of Associated Natural Gas, Inc. and its successor, Duke Energy Field Services.

Erik B. Carlsonwas elected Senior Vice President, Corporate Secretary and General Counsel of our general partner in February 2005.
Mr. Carlson has been the Senior Vice President, Corporate Secretary and General Counsel of TransMontaigne Inc. since January 1998. From February 1983 until
January 1998, Mr. Carlson served as Senior Vice President, General Counsel and Corporate Secretary of Associated Natural Gas Corporation and its successor, Duke Energy Field Services.

Jerry R. Masterswas elected as a director of our general partner on May 24, 2005, and serves as a member of the compensation and
conflicts committees, and as chair of the audit committee, of the board of directors of our general partner. Mr. Masters is a private investor and was a part-time consultant to
Microsoft Corporation from April 2000 to August 2002. From February 1991 to April 2000, Mr. Masters held various executive positions within the financial
organization at Microsoft Corporation. In his last position as Senior Director, Mr. Masters was responsible for external financial reporting, budgeting and forecasting, and financial modeling
of mergers and acquisitions.

Javed Ahmedwas elected as a director of our general partner in October 2006. Mr. Ahmed's election was in conjunction with
Morgan Stanley's acquisition of TransMontaigne Inc. Mr. Ahmed is a Managing Director of Morgan Stanley and works in the firm's Commodities Group. He has been with Morgan Stanley since
1997. In addition, to being a director of our general partner, Mr. Ahmed is a director of TransMontaigne Inc. and Lion Oil Company, both privately held companies.

David A. Peterswas elected as a director of our general partner on May 24, 2005, and serves as a member of the audit, compensation
and conflicts committees of the board of directors of our general partner. Since 1999 Mr. Peters has been a business consultant with a primary client focus in the energy sector; in addition,
Mr. Peters also served as a member of the board of directors of QDOBA Restaurant Corporation from 1998 to 2003. From 1997 to 1999 Mr. Peters was a managing director of a private
investment fund, and from 1995 to 1997 he served as an executive vice president at DukeEnergy/PanEnergy Field Services responsible for natural gas gathering, processing and storage operations. Prior
to joining DukeEnergy/PanEnergy Field Services, Mr. Peters held various positions with Associated Natural Gas Corp., and from 1980 to 1984 he worked in the audit department of Peat Marwick
Mitchell & Co. Mr. Peters holds a bachelor's degree in business administration from the University of Michigan.

D. Dale Shafferwas elected as a director of our general partner on May 24, 2005, and serves as a member of the conflicts committee
and as chair of the compensation committee of the board of directors of our general partner. Since 1992, Mr. Shaffer has served as President of National Water Company, a privately held firm
formed by Mr. Shaffer to provide a broad range of water consulting and operating services to clients using raw water. From 2001 through 2002, Mr. Shaffer also served as Director of
Development for Kinder Morgan Power Company, a subsidiary of Kinder Morgan Inc., a publicly traded company. From 1988 to 1992, Mr. Shaffer served as President of First Colorado
Corporation, a privately held firm engaged in developing natural resources and a cattle ranching

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operation.
From 1988 to 1992, Mr. Shaffer was a principal in Kirkpatrick Energy Associates, a financial advisory firm to the oil and gas industry, and from 1983 to 1986, Mr. Shaffer
served as Executive Vice President of Premier Resources, Ltd., a publicly traded oil and gas exploration and production company. Between 1975 and 1983, Mr. Shaffer served in several
different capacities at Western Crude Oil, Inc., a subsidiary of Reserve Oil and Gas, a publicly traded company involved in the gathering, transportation and marketing of crude oil, serving as
Senior Vice President and General Counsel of Western Crude Oil, Inc. and Assistant General Counsel of Reserve Oil and Gas. Mr. Shaffer holds a Bachelor of Science degree from the
University of Colorado and a Juris Doctor degree from the University of Denver.

Rex L. Utslerwas elected as a director of our general partner on May 24, 2005, and serves as a member of the audit committee and
as chair of the conflicts committee of the board of directors of our general partner. Mr. Utsler became President and Chief Executive Officer of Grease Monkey International, Inc. (GMI)
and Grease Monkey Holding Corporation (GMHC), a franchisor of automotive preventive maintenance centers, positions he has held since January 2001. Effective January 2006,
Mr. Utsler became a director of Grease Monkey Fundraising, LLC (GMF) and is the President, Chief Executive Officer and a director of Monkey Shine Franchising LLC (MSF), a franchisor of car wash
centers, as of January 5, 2007.

Compliance With Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who own more than ten percent of a
registered class of our equity securities (collectively, "Reporting Persons") to file with the SEC and the New York Stock Exchange initial reports of ownership and reports of changes in ownership of
our common units and our other equity securities. Specific due dates for those reports have been established, and we are required to report herein any failure to file reports by those due dates.
Reporting Persons are also required by SEC regulations to furnish TransMontaigne Partners with copies of all Section 16(a) reports they file.

To
our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required during the year ended
December 31, 2006, all Section 16(a) filing requirements applicable to such Reporting Persons were complied with.

Audit Committee

The board of directors of our general partner has a standing audit committee. The audit committee currently has three members, Jerry R. Masters, David A. Peters
and Rex L. Utsler, each of whom is able to understand fundamental financial statements and at least one of whom has past experience in accounting or related financial management. The board has
determined that each member of the audit committee is independent under Section 303A.02 of the New York Stock Exchange listing standards and Section 10A(m)(3) of the Securities Exchange
Act of 1934, as amended. In making the independence determination, the board considered the requirements of the New York Stock Exchange and the Governance Guidelines of our general partner. Among
other factors, the board considered current or previous employment with the partnership, it auditors or their affiliates by the director or his immediate family members, ownership of our voting
securities, and other material relationships with the partnership. The audit committee has adopted a charter, which has been ratified and approved by the board of directors.

With
respect to material relationships, the following relationships are not considered to be material for purposes of assessing independence: service as an officer, director, employee or
trustee of, or greater than five percent beneficial ownership in (a) a supplier to the partnership if the annual sales to the partnership are less than one percent of the sales of the supplier;
(b) a lender to the partnership if the total amount of the partnership's indebtedness is less than one percent of the total consolidated

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assets
of the lender; or (c) a charitable organization if the total amount of the partnership's annual charitable contributions to the organization are less than three percent of that
organization's annual charitable receipts.

Based
upon his education and employment experience as more fully detailed in Mr. Masters' biography set forth above, Mr. Masters has been designated by the board as the
audit committee's financial expert meeting the requirements promulgated by the SEC and set forth in Item 407(d)(5)(i) of Regulation S-K of the Securities Exchange Act of
1934.

Conflicts Committee

Messrs. Masters, Utsler, Peters and Shaffer currently serve on the conflicts committee of the board of directors of our general partner. The conflicts
committee reviews specific matters that the board
believes may involve conflicts of interest. The conflicts committee determines if the resolution of the conflict of interest is fair and reasonable to us. The members of the conflicts committee may
not be officers or employees of our general partner or directors, officers, or employees of its affiliates, and must meet the independence and experience standards established by the New York Stock
Exchange and the Securities Exchange Act of 1934 to serve on an audit committee of a board of directors, and certain other requirements. Any matter approved by the conflicts committee will be
conclusively deemed to be fair and reasonable to us, to be approved by all of our partners, and not deemed a breach by our general partner of any duties it may owe us or our unitholders.

Compensation Committee

Although not required by New York Stock Exchange listing requirements, the board of directors of our general partner has a standing compensation committee, which
administers the TransMontaigne Services Inc. Long-term incentive plan, including the selection of individuals granted equity-based awards under the plan. The compensation committee
has adopted a charter, which the board of directors has ratified and approved. Messrs. Shaffer, Masters and Peters currently serve on the compensation committee.

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Compensation Committee Report

The compensation committee has reviewed and discussed with our management the Compensation Discussion and Analysis under "Item 11. Executive Compensation" of this
report. Based on such review and discussions, the Compensation Committee recommended to the board of directors of our general partner that the Compensation Discussion and Analysis be included in this
annual report.

| |  | COMPENSATION COMMITTEE                                 
| |  | -------------------------------------------------------
| |  | D. Dale Shaffer, Chair
Jerry R. Masters
David A. Peters

Corporate Governance Guidelines; Code of Business Conduct and Ethics

The board of directors of our general partner has adopted Corporate Governance Guidelines that outline the important policies and practices regarding our
governance.

The
audit committee has adopted a Code of Business Conduct and Ethics, which the board of directors of our general partner has ratified and approved. The Code of Business Conduct applies
to all employees of TransMontaigne Services Inc. acting on behalf of our general partner and to the officers and directors of our general partner. The audit committee has also adopted, and the
board of directors of our general partner has ratified and approved, a Code of Ethics for Senior Financial Officers of our general partner. The Code of Ethics for Senior Financial Officers applies to
the senior financial officers
of our general partner, including the chief executive officer, the chief financial officer and the chief accounting officer or persons performing similar functions.

Copies
of our Code of Business Conduct, Code of Ethics for Senior Financial Officers, Corporate Governance Guidelines, Audit Committee Charter, and Compensation Committee Charter, are
available on our website atwww.transmontaignepartners.com. Copies of these items are also available free of charge in print to any unitholder who sends
a request to the office of Secretary, TransMontaigne Partners L.P., at 1670 Broadway, Suite 3100, Denver, Colorado 80202.

Communications by Unitholders

Pursuant to our Corporate Governance Guidelines, the board of directors of our general partner meets in executive sessions, attended only by
non-management, independent directors, at the conclusion of each regularly-scheduled board meeting. The board has chosen Mr. Shaffer to preside as chairman of these executive
session meetings.

Unitholders
and other interested parties may communicate with (1) Mr. Shaffer, in his capacity as chairman of the executive session meetings of the board of directors of
our general partner, (2) with the non-management members of the board of directors of our general partner as a group, or (3) any and all members of the board of directors of
our general partner by transmitting correspondence by mail or facsimile addressed to one or more directors by name or to the non-management directors (or to the chairman of the board or
any standing committee of the board) at the following address and fax number:



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The
secretary of our general partner will collect and organize all such communications in accordance with procedures approved by the board. The secretary will forward all communications
to the chairman of the board or to the identified director(s) as soon as practicable. However, we may handle differently communications that are abusive, offensive or that present safety or security
concerns. If we receive
multiple communications on a similar topic, our secretary may, in his or her discretion, forward only representative correspondence.

The
chairman of the board will determine whether any communication addressed to the entire board should be properly addressed by the entire board or a committee thereof if a
communication is sent to the board or a committee, the chairman of the board or the chairman of that committee, as the case may be, will determine whether the communication warrants a response. If a
response to the communication is warranted, the content and method of the response will be coordinated with our general partner's internal or external counsel.

New York Stock Exchange Certification

On June 26, 2006, we provided the New York Stock Exchange with the Annual CEO Certification in accordance with Section 303A.12(a) of the New York
Stock Exchange Listed Company Manual. The purpose of the Annual CEO Certification is to evidence our compliance with the New York Stock Exchange's corporate governance listing standards.

ITEM 11. EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

We do not directly employ any of the persons responsible for managing our business. We are managed by our general partner, TransMontaigne GP L.L.C. The executive
officers of our general partner are employees of and paid by TransMontaigne Services Inc. We do not incur any direct compensation
charge for the officers of our general partner employed by TransMontaigne Services Inc., except with respect to certain equity based compensation awards discussed below. Instead, under the
omnibus agreement we pay TransMontaigne Inc. a yearly administrative fee that is intended to compensate TransMontaigne Inc. for providing certain corporate staff and support services to
us, including services provided to us by the executive officers of our general partner. During the year ended December 31, 2006, we paid TransMontaigne Inc. an administrative fee of
$3.4 million. In connection with our acquisition of the River and Brownsville terminal facilities on December 29, 2006, the administrative fee was increased to $6.9 million per
year. The administrative fee is a lump-sum payment and does not reflect specific amounts attributable to the compensation of the executive officers of our general partner while acting on
our behalf.

Neither
the board of directors nor the compensation committee of our general partner plays any role in setting the compensation of the executive officers of our general partner, all of
which is determined by TransMontaigne Inc. The compensation committee of our general partner, however, determines the amount, timing and terms of all equity awards granted under TransMontaigne
Services Inc.'s long-term incentive plan. To the extent that awards of phantom units granted under TransMontaigne Services Inc.'s long-term incentive plan are
replaced with common units purchased by TransMontaigne Services Inc. on the open market, we will reimburse TransMontaigne Services Inc. for the purchase price of such units. In addition,
if TransMontaigne Inc. adopts the TransMontaigne Services Inc. savings and retention plan, as discussed below, we expect to reimburse TransMontaigne Services Inc. up to
$1.5 million provided that no less than $1.5 million in bonus awards granted to its key employees are deemed invested in our common units.

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The
primary elements of TransMontaigne Inc.'s compensation program are a combination of annual cash and long-term equity-based compensation. During 2006, elements of
compensation for our executive officers consisted of the following:



We
do not provide any perquisites to the executive officers of our general partner. TransMontaigne Services Inc. expects to continue its policy of covering very limited
perquisites allocable to its executive officers. TransMontaigne Services Inc. makes matching contributions under its 401(k) plan for the benefit of its executive officers in the same manner as
for its other employees.

The
elements of TransMontaigne Inc.'s compensation program, along with TransMontaigne Inc.'s other rewards (for example, benefits, work environment, career development),
are intended to provide a total rewards package designed to drive performance and reward contributions in support of the business strategies of TransMontaigne Inc. During 2006,
TransMontaigne Inc. did not use any elements of compensation based on specific performance-based criteria and did not have any other specific performance-based objectives.

We
believe that TransMontaigne Inc.'s compensation policies allow it to attract, motivate and retain high quality, talented individuals with the skills and competencies we
require. In addition, the TransMontaigne Services Inc.'s savings and retention plan, if adopted, is expected to align the long-term interests of the executive officers of our
general partner with those of our unitholders to the extent a portion of the bonus awards is deemed invested in our common units.

The
2006 equity-based awards under the long-term incentive plan were determined by consultation among Messrs. Anderson, Dickey and Larson and were approved by the
compensation committee of our general partner. The equity-based awards were intended to align the long-term interests of the executive officers of our general partner with those of our
unitholders. We do not currently expect to continue to issue long-term incentive plan awards to executive officers of our general partner, although we expect that the long-term
incentive plan will continue to be used to award restricted common units to the directors who are not officers of our general partner or its affiliates. Instead, as discussed below, we expect to
reimburse TransMontaigne Services Inc. for a portion of the bonus awards that it grants to certain key employees of TransMontaigne Services Inc., but only to the extent that those grants
are tied to the market value of our common units.

Grants of Plan-Based Awards Table for 2006

The following table provides information concerning each grant of an award made to our general partner's executive officers in the 2006 fiscal year.

Name(a)

Grant Date(b)

All Other Stock Awards:
Number of Shares
of Stock or Units (#)(i)

Grant Date
Fair Value of Stock and
Option AwardsDonald H. Anderson

March 31, 2006

5,000

$
146,550Randall J. Larson

March 31, 2006

5,000

$
146,550William S. Dickey

March 31, 2006

5,000

$
146,550Frederick W. Boutin

March 31, 2006

2,500

$
73,275Erik B. Carlson

March 31, 2006

2,500

$
73,275


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On March 31, 2006, the Compensation Committee of our general partner approved the grant of restricted phantom units to the executive officers of our general partner under the
TransMontaigne Services Inc. long-term incentive plan. The restricted phantom units will automatically be replaced on a one-for-one basis with our common
units, as the common units are acquired in the open market on behalf of the plan. The awards provide that the restricted phantom units will vest in four equal annual installments commencing on the
first anniversary of the grant date or earlier upon a change of control. Dividends are paid on the restricted phantom units at the same rate as on our unrestricted common units. Effective
September 1, 2006, 100% of the restricted units vested as a result of the acquisition of TransMontaigne Inc. by an affiliate of Morgan Stanley Capital Group, which acquisition
constituted a change of control under the terms of our award agreements.

Option Exercises and Stock Vested Table for 2006

The following table provides information concerning vesting of common units during the 2006 fiscal year for each of our general partner's executive officers.

Unit AwardsName(a)

Number of Units Acquired on Vesting (#)(1)
(d)

Value Realized on Vesting ($)
(e)Donald H. Anderson

16,000

$
490,038Randall J. Larson

16,000

$
490,038William S. Dickey

16,000

$
490,038Frederick W. Boutin

11,000

$
337,006Erik B. Carlson

11,000

$
337,006


---

Employment and Other Agreements

We have not entered into any employment agreements with any officers of our general partner.

COMPENSATION OF DIRECTORS

Officers of our general partner or its affiliates who also serve as directors of our general partner will not receive additional compensation. Directors who are
not officers or employees of our general partner or its affiliates will receive a $30,000 annual cash retainer and an annual grant of 2,000 restricted phantom units, which will vest in 25% increments
on each of the four successive anniversaries of the date of grant (with vesting to be accelerated upon a change of control). Directors who are employees, but not officers of our general partner or its
affiliates, will receive an annual grant of 2,000 restricted phantom units, but not the $30,000 annual cash retainer. The restricted phantom units will automatically be replaced on a
one-for-one basis with our common units, as the common units are acquired in the open market by the plan. The awards provide that the restricted phantom units will vest in four
equal annual installments commencing on the first anniversary of the grant date or earlier upon a change of control. Dividends are paid on restricted phantom units at the same rate as on our
unrestricted common units. In addition, each director will be reimbursed for out-of-pocket expenses in connection with attending meetings of the board of directors or
committees. Each director will be fully indemnified by us for actions associated with being a director to the extent permitted under Delaware law.

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The
following table provides information concerning the compensation of our general partner's directors for 2006.

Director Compensation Table for 2006

Name(a)

Fees Earned or Paid in Cash ($)
(b)

Stock Awards ($)(1)
(c)

All Other
Compensation ($)
(g)

Total ($)
(h)Donald H. Anderson(2)










William S. Dickey(3)










Randall J. Larson(3)










Javed Ahmed(4)










Jerry R. Masters

$
30,000

$
58,620



$
88,620David A. Peters

$
30,000

$
58,620



$
88,620D. Dale Shaffer

$
30,000

$
58,620



$
88,620Rex L. Utsler

$
30,000

$
58,620



$
88,620


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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The compensation committee of our general partner primarily administers our long-term incentive plan, including the selection of the individuals to be
granted awards from among those eligible to participate. During the year ended December 31, 2006, the compensation committee of our general partner awarded 28,000 restricted phantom units to
the directors and executive officers of our general partner. There are no compensation committee interlocks.

SAVINGS AND RETENTION PLAN

The board of directors of TransMontaigne Inc. expects to adopt a proposed savings and retention plan of TransMontaigne Services Inc. in 2007. The
plan is expected to be administered by the board of

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directors
of TransMontaigne Inc. or such other persons appointed by the board. The purpose of the plan is to provide for the reward and retention of certain key employees of TransMontaigne
Services Inc. by providing them with bonus awards that vest over future service periods. Generally, only senior level management of TransMontaigne Services Inc. will receive awards under
the plan. Although no assets will be segregated or otherwise set aside with respect to a participant's account, the amount ultimately payable to a participant shall be the amount credited to such
participant's account as if such account had been invested in some or all of the investment funds selected by the plan administrator.

The
plan administrator will determine both the amount and investment funds in which the bonus award will be deemed invested for each participant. Currently, the three investment funds
that the plan administrator can select are (1) a fixed interest fund, under which interest accrues at a rate to be determined annually by the plan administrator; (2) an equity index fund
under which participant amounts are deemed invested in the SPDR Trust Series 1, which has an investment goal of tracking the performance of the Standard & Poors 500 Index, or such other
equity index as the plan administrator may from time to time select; and (3) a fund under which a participant's account is deemed invested in our common units, with all distributions
automatically reinvested in common units. To the extent the board of directors of TransMontaigne Inc. adopts the plan and awards bonuses of not less than $1.5 million to the officers or
employees of TransMontaigne Services Inc. that are deemed invested in common units, the board of directors of our general partner has agreed to reimburse TransMontaigne Services Inc. up
to $1.5 million.

The
foregoing discussion of the proposed terms of the savings and retention plan is based upon the terms of the plan being reviewed by the board of directors of
TransMontaigne Inc. and may not be the final terms of the savings and retention plan, if ultimately adopted by the board of directors of TransMontaigne Inc.

LONG-TERM INCENTIVE PLAN

Upon the consummation of our initial public offering in May 2005, TransMontaigne Services Inc. adopted a long-term incentive plan for
employees and consultants of TransMontaigne Services Inc. who provide services on our behalf, and our non-employee directors. Following the acquisition of TransMontaigne Inc.
by Morgan Stanley Capital Group and the establishment of the savings and retention plan of TransMontaigne Services Inc., we do not currently anticipate that awards will be made under the
long-term incentive plan to officers or employees of TransMontaigne Services Inc., although we anticipate that annual grants to the non-employee directors of our general
partner will continue to be made under the long-term incentive plan. The summary of the proposed long-term incentive plan contained below does not purport to be complete, but
outlines its material provisions. The long-term incentive plan consists of four components: restricted units, restricted phantom units, unit options and unit appreciation rights. The
long-term incentive plan currently permits the grant of awards covering an aggregate of 200,000 units, which amount will automatically increase on an annual basis by 2% of the total
outstanding common and subordinated units at the end of the preceding fiscal year. The plan is administered by the compensation committee of the board of directors of our general partner.

The
board of directors of our general partner, in its discretion may terminate, suspend or discontinue the long-term incentive plan at any time with respect to any award that
has not yet been granted. The board of directors also has the right to alter or amend the long-term incentive plan or any part of the plan from time to time, including increasing the
number of units that may be granted subject to unitholder approval as required by the exchange upon which the common units are listed at that time. However, no change in any outstanding grant may be
made that would materially impair the rights of the participant without the consent of the participant, unless the change is necessary to comply with certain tax requirements.

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Restricted Units and Restricted Phantom Units.A restricted unit is a common unit subject to forfeiture prior to the vesting of the award.
A restricted phantom unit is a notional unit that entitles the grantee to receive a common unit upon the vesting of the phantom unit or, in the discretion of the compensation committee, cash
equivalent to the value of a common unit. The compensation committee may determine to make grants under the plan of restricted units and restricted phantom units to employees, consultants and
non-employee directors containing such terms as the
compensation committee shall determine. The compensation committee will determine the period over which restricted units and restricted phantom units granted to employees, consultants and
non-employee directors will vest. The compensation committee may base its determination upon the achievement of specified financial objectives. In addition, the restricted units and
restricted phantom units will vest upon a change of control of us, our general partner, TransMontaigne Inc., Morgan Stanley Capital Group or Morgan Stanley unless provided otherwise by the
compensation committee.

If
a grantee's employment, service relationship or membership on the board of directors terminates for any reason, the grantee's restricted units and restricted phantom units will be
automatically forfeited unless, and to the extent, the compensation committee provides otherwise. Common units to be delivered in connection with the grant of restricted units or upon the vesting of
restricted phantom units may be common units acquired by our general partner on the open market, common units already owned by our general partner, common units acquired by our general partner
directly from us or any other person or any combination of the foregoing. TransMontaigne Services Inc. will be entitled to reimbursement by us for the cost incurred in acquiring common units.
Thus, the cost of the restricted units and delivery of common units upon the vesting of restricted phantom units will be borne by us. If we issue new common units in connection with the grant of
restricted units or upon vesting of the restricted phantom units, the total number of common units outstanding will increase. The compensation committee, in its discretion, may grant tandem
distribution rights with respect to restricted units and tandem distribution equivalent rights with respect to restricted phantom units.

We
intend the issuance of restricted units and common units upon the vesting of the restricted phantom units under the plan to serve as a means of incentive compensation for performance
and not primarily as an opportunity to participate in the equity appreciation of the common units. Therefore, at this time it is not contemplated that plan participants will pay any consideration for
restricted units or common units they receive, and at this time we do not contemplate that we will receive any remuneration for the restricted units and common units.

Unit Options and Unit Appreciation Rights.The long-term incentive plan permits the grant
of options covering common units and the grant of unit appreciation rights. A unit appreciation right is an award that, upon exercise, entitles the participant to receive the excess of the fair market
value of a unit on the exercise date over the exercise price established for the unit appreciation right. Such excess may be paid in common units, cash, or a combination thereof, as determined by the
compensation committee in its discretion. The compensation committee may make grants of unit options and unit appreciation rights under the plan to employees, consultants and non-employee
directors containing such terms as the compensation committee shall determine. Unit options and unit appreciation rights may have an exercise price that is equal to or greater than the fair market
value of the common units on the date of grant. In general, unit options and unit appreciation rights granted will become exercisable over a period determined by the compensation committee. In
addition, the unit options and unit appreciation rights will become exercisable upon a change in control of us, our general partner or TransMontaigne Inc., unless provided otherwise by the
compensation committee.

Upon
exercise of a unit option (or a unit appreciation right settled in common units), our general partner will acquire common units on the open market or directly from us or any other
person or use common units already owned by our general partner, or any combination of the foregoing. Our general partner will be entitled to reimbursement by us for the difference between the cost
incurred by our general partner in acquiring these common units and the proceeds received from a participant at the

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time
of exercise. Thus, the cost of the unit options (or a unit appreciation right settled in common units) will be borne by us. If we issue new common units upon exercise of the unit options (or a
unit appreciation right settled in common units), the total number of common units outstanding will increase, and our general partner will pay us the proceeds it receives from an optionee upon
exercise of a unit option. The availability of unit options and unit appreciation rights is intended to furnish additional compensation to employees, consultants and non-employee directors
and to align their economic interests with those of common unitholders.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED UNITHOLDER MATTERS

The following table sets forth certain information regarding the beneficial ownership of units as of March 2, 2007 by each director of our general partner,
and by each individual serving as an executive officer of our general partner as of March 2, 2007, by each person known by us to own more than 5% of the outstanding units, and by all directors
and those serving as executive officers as of March 2, 2007 as a group. The information set forth below is based solely upon information furnished by such individuals or contained in filings
made by such beneficial owners with the SEC.

The
calculation of the percentage of beneficial ownership is based on 3,972,500 limited partnership units outstanding as of March 2, 2007. Beneficial ownership is determined in
accordance with the rules of the SEC and includes voting and investment power with respect to the units. To our knowledge, except under applicable community property laws or as otherwise indicated,
the persons named in the table have sole voting and sole investment power with respect to all units beneficially owned. Units underlying outstanding warrants or options that are currently exercisable
or exercisable within 60 days of March 2, 2007 are deemed outstanding for the purpose of computing the percentage of beneficial ownership of the person holding those options or warrants,
but are not deemed outstanding for computing the percentage of beneficial ownership of any other person.

|Name of beneficial owner                                     |  | Common units
beneficially
owned |  | Percentage of
common
units
beneficially
owned |   | Subordinated
units
beneficially
owned |  | Percentage of
subordinated
units
beneficially
owned |   | Percentage of
total units
beneficially
owned(1) |  
|------------------------------------------------------------ |  | ------------------------------- |  | --------------------------------------------- | - | ------------------------------------- |  | --------------------------------------------------- | - | ----------------------------------------------- | -
|TransMontaigne Inc.(2)                                       |  |                                |  |                                              |   | 2,872,266                             |  | 86.5                                                | % | 39.4                                            | %
|Morgan Stanley Strategic Investments, Inc.(3)                |  |                                |  |                                              |   | 450,000                               |  | 13.5                                                | % | 6.2                                             | %
|Neuberger Berman Inc.(4)                                     |  | 476,303                         |  | 12.0                                          | % |                                      |  |                                                    |   | 6.5                                             | %
|Donald H. Anderson(5)                                        |  | 30,200                          |  | *                                             |   |                                      |  |                                                    |   | *                                               |  
|Frederick W. Boutin                                          |  | 30,200                          |  | *                                             |   |                                      |  |                                                    |   | *                                               |  
|Erik B. Carlson                                              |  | 31,000                          |  | *                                             |   |                                      |  |                                                    |   | *                                               |  
|William S. Dickey                                            |  | 30,200                          |  | *                                             |   |                                      |  |                                                    |   | *                                               |  
|Randall J. Larson                                            |  | 35,200                          |  | *                                             |   |                                      |  |                                                    |   | *                                               |  
|Javed Ahmed                                                  |  |                                |  |                                              |   |                                      |  |                                                    |   |                                                |  
|Jerry R. Masters                                             |  | 18,000                          |  | *                                             |   |                                      |  |                                                    |   | *                                               |  
|David A. Peters                                              |  | 15,600                          |  | *                                             |   |                                      |  |                                                    |   | *                                               |  
|D. Dale Shaffer                                              |  | 4,700                           |  | *                                             |   |                                      |  |                                                    |   | *                                               |  
|Rex L. Utsler                                                |  | 8,600                           |  | *                                             |   |                                      |  |                                                    |   | *                                               |  
|All directors and executive officers as a group (10 persons) |  | 203,700                         |  | 5.1                                           | % |                                      |  |                                                    |   |                                                 |  

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EQUITY COMPENSATION PLAN INFORMATION

The following table summarizes information about our equity compensation plans as of December 31, 2006.

|                                                           |  | Number of Securities to be issued upon exercise of outstanding options, warrants and rights(1) |  | Weighted average
exercise price of
outstanding options,
warrants and rights |  | Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected)
|---------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------
|Equity compensation plans approved by security holders     |  |                                                                                               |  |                                                                            |  |                                                                                                                             
|Equity compensation plans not approved by security holders |  |                                                                                               |  |                                                                            |  |                                                                                                                             
|Total                                                      |  |                                                                                               |  |                                                                            |  |                                                                                                                             

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

REVIEW, APPROVAL OR RATIFICATION OF TRANSACTIONS WITH RELATED PERSONS

Our conflicts committee reviews specific matters that the board of directors of our general partner believes may involve conflicts of interest and other
transactions with related persons in accordance with the procedures set forth in our amended and restated limited partnership agreement. Due to the conflicts of interest inherent in our operating
structure, our general partner may, but is not required to, seek the approval of any conflict of interest transaction from the conflicts committee. Generally, such approval is requested for material
transactions, including the purchase of a material amount of assets from TransMontaigne Inc. or the modification of a material agreement between us and TransMontaigne Inc. Any matter
approved by the conflicts committee will be conclusively deemed fair and reasonable to us, to be approved by all of our partners, and not to be a breach by our general partner of its fiduciary duties.
The conflicts committee may consider any factors it determines in good faith to consider when resolving a conflict, including taking into account the totality of the relationships among the parties
involved, including other transactions that may be particularly favorable or advantageous to us. In addition the conflicts committee has the authority to engage outside advisors to assist it in
makings its determinations. For example, in approving our acquisition of the Brownsville and River facilities from TransMontaigne Inc., the conflicts committee engaged, and obtained a fairness
opinion from, an independent outside financial advisor.

We
also have attempted to resolve many of the conflicts of interest inherent in our operating structure by entering into various documents and agreements with TransMontaigne Inc.
in connection with our initial public offering. These agreements, and any amendments thereto, discussed below were not the result of arm's-length negotiations, and they, or any of the transactions
that they provide for, may not
be effected on terms at least as favorable to the parties to these agreements as they could have been obtained from unaffiliated third parties.

RELATIONSHIP AND AGREEMENTS WITH TRANSMONTAIGNE INC. AND ITS AFFILIATES

TransMontaigne Inc. controls our operations through its ownership of our general partner, as well as a significant limited partner ownership interest in us
through its ownership of a majority of our subordinated units. TransMontaigne Inc. is an indirect wholly-owned subsidiary of Morgan Stanley. As of March 2, 2007, affiliates of
TransMontaigne Inc., in the aggregate, owned a 44.6% interest in the partnership, consisting of 3,322,266 subordinated units and a 2% general partner interest.

The
following table summarizes the distributions and payments to be made by us to our general partner, TransMontaigne Inc., and its other affiliates in connection with our ongoing
operations.

Operational stage

|Distributions of available cash to our general partner and its affiliates |  | We will generally make cash distributions 98% to the unitholders and 2% to our general partner. In addition, if distributions exceed the minimum quarterly distribution and other higher target levels, our
general partner will be entitled to increasing percentages of the distributions, up to 50% of the distributions above the highest target level.
|------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                          |  |                                                                                                                                                                                                                                                                                                                                                            

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|                                                   |  | During the year ended December 31, 2006, we distributed approximately $5.9 million to TransMontaigne Inc. and its affiliates. Assuming we have sufficient available cash to pay the full minimum quarterly distribution on all of our outstanding
units for four quarters, our general partner and its affiliates would receive an annual distribution of approximately $106,000 on the 2% general partner interest and approximately $5.3 million on their common units and subordinated
units.                                                                                                                                                                           
|-------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Payments to our general partner and its affiliates |  | For the year ended December 31, 2006 we paid TransMontaigne Inc. and its affiliates an administrative fee of $3.4 million with an additional insurance reimbursement of $1.0 million per year for the provision of various general and
administrative services for our benefit. In connection with our acquisition of the River and Brownsville terminal facilities on December 29, 2006, the administrative fee was increased to $6.9 million and the insurance reimbursement was increased
to $1.6 million for 2007. For further information regarding the administrative fee, please see "Omnibus Agreement; Payment of general and administrative services fee" below.

Omnibus Agreement

On May 27, 2005, we entered into an omnibus agreement with TransMontaigne Inc. and our general partner. The omnibus agreement, as subsequently
amended, addresses the following matters:



Any
or all of the provisions of the omnibus agreement, other than the indemnification provisions described below, are terminable by TransMontaigne Inc. at its option if our
general partner is removed

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without
cause and units held by our general partner and its affiliates are not voted in favor of that removal.

Payment of general and administrative services fee and reimbursement of direct expenses

Under the omnibus agreement, for the year ended December 31, 2006, we paid TransMontaigne Inc. an annual administrative fee of $3.4 million
for the provision of various general and administrative services for our benefit with respect to the Gulf Coast and Midwest terminals. The administrative fee paid in fiscal 2006 includes expenses
incurred by TransMontaigne Inc. to perform centralized corporate functions, such as legal, accounting, treasury, insurance administration and claims processing, health, safety and
environmental, information technology, human resources, including the services of our executive officers, credit, payroll, taxes and engineering and other corporate services, to the extent such
services were not outsourced by TransMontaigne Inc. The omnibus agreement further requires us to pay TransMontaigne Inc. an annual insurance reimbursement in the amount of
$1.0 million for premiums on insurance policies covering the Gulf Coast and Midwest terminals. The administrative fee may be increased in the second and third years by the percentage increase
in the consumer price index for the
immediately preceding year, and the insurance reimbursement will increase in accordance with increases in the premiums payable under the relevant policies. In addition, if we acquire or construct
additional assets during the term of the agreement, TransMontaigne Inc. will propose a revised administrative fee covering the provision of services for such additional assets. If the conflicts
committee of our general partner agrees to the revised administrative fee, TransMontaigne Inc. will provide services for the additional assets pursuant to the agreement. In accordance with this
procedure, the administrative fee was increased to $6.9 million and the insurance reimbursement was increased to $1.6 million on December 29, 2006 to reflect an allocation of the
additional costs expected to be incurred by TransMontaigne Inc. on our behalf for providing services related to the Brownsville and River facilities. The omnibus agreement will expire in May
2008, unless extended.

The
administrative fee did not include reimbursements for direct expenses TransMontaigne Inc. incurred on our behalf, such as salaries of operational personnel performing services
on-site at our terminal and pipeline facilities and related employee benefit costs, including 401(k), pension, and health insurance benefits. For the year ended December 31, 2006,
we reimbursed TransMontaigne Inc. $5.3 million for direct expenses it incurred on our behalf.

Exclusive options to purchase additional refined product terminals

The omnibus agreement contains the terms of our exclusive options; the remaining option related to TransMontaigne Inc.'s Southeast terminaling operations
is exercisable beginning in December 2007.

Obligation to offer to sell acquired or constructed assets

Pursuant to the omnibus agreement, subject to certain exclusions and conditions, TransMontaigne Inc. has agreed to offer us any tangible assets that it
acquires or constructs related to the storage, transportation or terminaling of refined petroleum products in the United States. At our request, TransMontaigne Inc. is required to make such an
offer within two years of the date of purchase or construction completion. We expect that TransMontaigne Inc. will operate the assets it offers to us pursuant to the omnibus agreement for this
interim period, during which time TransMontaigne Inc.'s distribution and marketing operations will seek to achieve substantial utilization of the assets. We have one year following receipt of
TransMontaigne Inc.'s offer to notify TransMontaigne Inc. whether we are interested in pursuing the offer. If we are interested in pursuing the offer, TransMontaigne Inc. is
obligated to submit a term sheet to us within 45 days after receipt of our notice specifying the fundamental terms of the proposed transaction, other than the purchase price. We would then have
45 days to propose a cash purchase price for the transaction, and we and

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TransMontaigne Inc.
would then be obligated to negotiate in good faith for 60 days to reach an agreement. If we decline any such offer, TransMontaigne Inc. is free to use the
asset to compete with us. If we and TransMontaigne Inc. do not agree to all of the terms of the transaction, including the purchase price, after negotiating in good faith,
TransMontaigne Inc. would have the right to seek an alternative purchaser willing to pay at least 105% of the purchase price we proposed; if an alternative transaction on such terms has not
been consummated within six months, we would have the right to purchase the assets at the purchase price we originally proposed and on the other fundamental terms specified in the term sheet
previously provided by TransMontaigne Inc.

The
obligation to offer includes assets subject to lease or joint venture arrangements controlled by TransMontaigne Inc. and extending for more than five years, to the extent of
TransMontaigne Inc.'s interest in the assets, but does not apply to assets acquired by TransMontaigne Inc. in an asset exchange transaction, or to:



In
addition, any offer to sell tangible assets will be conditioned on obtaining various consents. Such consents may include consents of TransMontaigne Inc.'s lenders. In the event
that TransMontaigne Inc. or its affiliates no longer control our general partner, TransMontaigne Inc.'s obligation to offer to sell assets to us will terminate.

Rights of first refusal

The omnibus agreement also provides TransMontaigne Inc. a right of first refusal to purchase our assets that are in the same line of business in which
TransMontaigne Inc. is engaged, provided that TransMontaigne Inc. agrees to pay no less than 105% of the purchase price offered by the third party bidder. Before we enter into any
contract to sell such terminal or pipeline facilities, we must give written notice of all material terms of such proposed sale to TransMontaigne Inc. TransMontaigne Inc. will then have
the sole and exclusive option for a period of 45 days following receipt of the notice, to purchase the subject facilities for no less than 105% of the purchase price on the terms specified in
the notice. TransMontaigne Inc. also has a right of first refusal, subject to comparable procedures, to purchase any petroleum product storage capacity that is put into commercial service after
the closing of this offering, was subject to the terminaling services agreement prior to the termination or expiration thereof, or is subject to a contract which terminates or becomes terminable by us
(excluding a contract renewable solely at the option of our customer), provided that TransMontaigne Inc. agrees to pay 105% of the fees offered by the third party customer.

The
omnibus agreement also provides us with a right of first refusal with respect to any proposed sale or transfer, other than in an asset exchange transaction, of:



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provided,
that in either case, we agree to pay at least 105% of the purchase price offered by the third party bidder.

Terminaling Services Agreements

Terminaling Services Agreement Relating to Gulf Coast (Florida) and Midwest Facilities.On May 27, 2005, we entered
into a terminaling and transportation services agreement with TransMontaigne Inc. relating to our Florida and Midwest terminals that will expire on December 31, 2013. Under this
agreement, TransMontaigne Inc. agreed to throughput at our Florida and Midwest terminals and transport on the Razorback Pipeline a volume of refined products that will, at the fee and tariff
schedule contained in the agreement, result in minimum revenues to us of $5 million per quarter, or $20 million per year. TransMontaigne Inc.'s minimum revenue commitment applies
only to our Florida and Midwest operations and may not be spread among facilities we subsequently acquire. In exchange for TransMontaigne Inc.'s minimum revenue commitment, we agreed to provide
TransMontaigne Inc. approximately 2.6 million barrels of light oil storage capacity and approximately 1.3 million barrels of heavy oil storage capacity at certain of our Florida
terminals.

If
TransMontaigne Inc. fails to meet its minimum revenue commitment in any quarter, it must pay us the amount of any shortfall within 15 business days following receipt of an
invoice from us. A shortfall payment may be applied as a credit in the following four quarters after TransMontaigne Inc.'s minimum obligations are met.

Furthermore,
if new laws or regulations that affect terminals generally are enacted that require us to make substantial and unanticipated capital expenditures at any of our terminals, we
have the right to negotiate a monthly surcharge to be paid by TransMontaigne Inc. for the use of our terminals. The surcharge is intended to cover TransMontaigne Inc.'s pro rata portion
of the cost of complying with these laws or regulations, after we have made efforts to mitigate their effect. If we cannot agree on a surcharge, and if we are not able to direct the affected refined
products to mutually acceptable alternative terminaling assets that we own, either party has the right to remove the assets from the terminaling services agreement, and TransMontaigne Inc.'s
minimum revenue commitment will be correspondingly reduced. The surcharge does not apply in respect of routine capital expenditures.

Under
the agreement, we are responsible for all refined product losses and entitled to all product gains.

After
the initial term, the terminaling services agreement will automatically renew for subsequent one-year periods, subject to either party's right to terminate with six
months' notice. TransMontaigne Inc.'s obligations under the terminaling services agreement will not terminate if TransMontaigne Inc. no longer owns our general partner.
TransMontaigne Inc. may assign the terminaling services agreement only with the consent of the conflicts committee of our general partner. Upon termination of the agreement,
TransMontaigne Inc. has a right of first refusal to enter into a new terminaling services agreement with us, provided it pays no less than 105% of the fees offered by the third party.

TransMontaigne Inc.
also has a right of first refusal to control any petroleum product storage capacity that is put into commercial service after May 27, 2005 or is subject
to a contract which terminates or becomes terminable by us (excluding a contract renewable solely at the option of our customer), provided that TransMontaigne Inc. pays 105% of the fees offered
by the third party customer.

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Gulf Coast (Mobile) Terminaling Services Agreement.We have a terminaling and transportation services
agreement with TransMontaigne Inc. that will expire on December 31, 2012. Under this agreement, TransMontaigne Inc. agreed to throughput at our Mobile terminal a volume of refined
products that will, at the fee and tariff schedule contained in the agreement, result in minimum revenues to us of $2.1 million per year. If TransMontaigne Inc. fails to meet its minimum
revenue commitment in any year, it must pay us the amount of any shortfall within 15 business days following receipt of an invoice from us. A shortfall payment may be applied as a credit in the
following year after TransMontaigne Inc.'s minimum obligations are met. In exchange for TransMontaigne Inc.'s minimum revenue commitment, we agreed to provide TransMontaigne Inc.
approximately 46,000 barrels of light oil storage capacity and approximately 65,000 barrels of heavy oil storage capacity at the terminal.

Brownsville LPG Terminaling Services Agreement.On December 29, 2006, we entered into a
terminaling and transportation services agreement with TransMontaigne Inc. relating to our Brownsville terminal complex that will expire on March 31, 2010. Under this agreement,
TransMontaigne Inc. agreed to throughput at our terminals a volume of natural gas liquids that will, at the fee and tariff schedule contained in the agreement, result in minimum revenues to us
of $1.4 million per year. In exchange for TransMontaigne Inc.'s minimum revenue commitment, we agreed to provide TransMontaigne Inc. approximately 33,700 barrels of storage
capacity at our Brownsville terminal complex.

If
new laws or regulations that affect terminals generally are enacted that require us to make substantial and unanticipated capital expenditures at any of our terminals, we are not
obligated to make such capital expenditures unless TransMontaigne Inc. elects to pay its proportionate share of such costs or negotiate a monthly surcharge to be paid by
TransMontaigne Inc. for the use of the applicable terminal that covers TransMontaigne Inc.'s pro rata portion of the cost of complying with the new laws or regulations. If we cannot
agree on a surcharge, and if we are not able to direct the affected refined products to mutually acceptable alternative terminaling assets that we own, either party has the right to remove the assets
from the terminaling services agreement, and TransMontaigne Inc.'s minimum revenue commitment will be correspondingly reduced. The surcharge does not apply in respect of routine capital
expenditures.

Under
the agreement, we are responsible for all refined product losses and entitled to all product gains.

Within
60 days prior to the expiration of the initial term, the parties may agree to renew the terminaling services agreement for an additional term or on terms upon which the
party's agree. Upon termination of the agreement, TransMontaigne Inc. has a right of first refusal to enter into a new terminaling services agreement with us, provided it pays no less than 105%
of the fees offered by the third party.

Morgan Stanley Capital Group Terminaling Services Agreement.We have a terminaling services agreement
with Morgan Stanley Capital Group relating to our Brownsville terminals that will expire on October 31, 2010. Under this agreement, Morgan Stanley Capital Group agreed to store a specified
minimum amount of fuel oils at our terminals that will result in minimum revenues to us of approximately $2.2 million per year. In exchange for its minimum revenue commitment, we agreed to
provide Morgan Stanley Capital Group a minimum amount of storage capacity for such fuel oils.

Oklahoma City Terminaling Services Agreement.We have a revenue support agreement with
TransMontaigne Inc. that provides that in the event any current third-party terminaling agreement should expire, TransMontaigne Inc. agrees to enter into a terminaling services agreement
that will expire no earlier than November 1, 2012. The terminaling services agreement will provide that TransMontaigne Inc. agrees to throughput a volume of refined product as may be
required to guarantee minimum revenues of $0.8 million per year. If TransMontaigne Inc. fails to meet its

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minimum
revenue commitment in any year, it must pay us the amount of any shortfall within 15 business days following receipt of an invoice from us. In exchange for TransMontaigne Inc.'s minimum
revenue commitment, we agreed to provide TransMontaigne Inc. approximately 153,000 barrels of light oil storage capacity at our Oklahoma City terminal. TransMontaigne Inc.'s minimum
revenue commitment currently is not in effect because a major oil company is under contract for the utilization of the light oil storage capacity at the terminal.

Acquisition from TransMontaigne Inc.

On December 29, 2006, we acquired the River and Brownsville facilities from TransMontaigne Inc. for an aggregate purchase price of
$135 million. We financed the acquisition of the facilities through additional borrowings under our amended and restated senior secured credit agreement. The acquisition was approved by the
conflicts committee of the board of directors of our general partner.

On
January 1, 2006, we acquired a refined product terminal in Mobile, Alabama from TransMontaigne Inc. for approximately $17.9 million.

Indemnification

Under the omnibus agreement, TransMontaigne Inc. has agreed to indemnify us for five years after May 27, 2005 against certain potential
environmental claims, losses and expenses associated with the operation of the Florida and Midwest facilities and occurring before May 27, 2005. TransMontaigne Inc.'s maximum liability
for this indemnification obligation is $15 million, and it has no obligation to indemnify us for aggregate losses until such aggregate losses exceed $250,000. TransMontaigne Inc. has no
indemnification obligations with respect to environmental claims made as a result of additions to or modifications of environmental laws promulgated after May 27, 2005. We have agreed to
indemnify TransMontaigne Inc. against environmental liabilities related to our facilities, to the extent these liabilities are not subject to TransMontaigne Inc.'s indemnification
obligations.

In
addition, TransMontaigne Inc. has agreed to indemnify us for losses attributable to title defects, retained assets and liabilities (including preclosing litigation relating to
the purchased facilities) and income taxes attributable to operations prior to May 27, 2005. We will indemnify TransMontaigne Inc. for all losses attributable to operations of the
contributed assets after May 27, 2005, to the extent the assets are not subject to TransMontaigne Inc.'s indemnification obligations.

Under
the purchase agreement for the Mobile, Alabama refined product terminal, TransMontaigne Inc. has agreed to indemnify us for certain environmental liabilities, discussed
under "Business and PropertiesEnvironmental MattersSite Remediation." In addition to the environmental indemnification obligations, TransMontaigne Inc. has agreed to
indemnify us for any losses attributable to any breach of its representations, warranties or covenants, any retained liabilities, or any excluded assets and we have agreed to indemnify
TransMontaigne Inc. for any losses attributable to any breach of our representations, warranties or covenants or the operations of the Mobile, Alabama product terminal following our acquisition
of them, including any environmental liabilities occurring after January 1, 2006, to the extent not subject to TransMontaigne Inc.'s indemnification obligations. Indemnifiable losses
must first exceed $100,000 and the total indemnification by a party is generally limited to $2.5 million.

Under
the purchase agreement for the River and Brownsville facilities, TransMontaigne Inc. has agreed to indemnify us for certain environmental liabilities, discussed under
"Business and PropertiesEnvironmental MattersSite Remediation." In addition to the environmental indemnification obligations, TransMontaigne Inc. has agreed to
indemnify us for any losses attributable to any breach of its representations, warranties or covenants, any retained liabilities, or any excluded assets and we have agreed to indemnify
TransMontaigne Inc. for any losses attributable to any breach of our representations, warranties or covenants or the operations of the Brownsville and River facilities

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following
our acquisition of them, including any environmental liabilities occurring after December 31, 2006, to the extent not subject to TransMontaigne Inc.'s indemnification
obligations. Indemnifiable losses must first exceed $100,000 and the total indemnification by a party is generally limited to $15 million.

Other Relationships

Effective September 1, 2006, a subsidiary of Morgan Stanley Capital Group Inc. merged with and into TransMontaigne Inc. Morgan Stanley
Strategic Investments, Inc., an affiliate of Morgan Stanley Capital Group Inc., owns approximately 450,000 of our subordinated units, representing approximately 6.0% of our outstanding
units. Assuming we have sufficient available cash to pay the full minimum quarterly distribution on all of our outstanding units for four quarters during our year ending December 31, 2007,
Morgan Stanley Strategic Investments, Inc. would receive an annual distribution of approximately $720,000 on its subordinated units. During fiscal year ended December 31, 2006, Morgan
Stanley Strategic Investments, Inc. received $760,500 of distributions.

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

KPMG LLP is our independent auditor. KPMG LLP's accounting fees and services were as follows (in thousands):

2005

2006Audit fees(1)

$
225,000

$
475,000Audit-related fees(2)





185,000Tax fees(3)





All other fees





Total accounting fees and services

$
225,000

$
660,000


---

The
audit committee of our general partner's board of directors has adopted an audit committee charter, which is available on our website at www.transmontaignepartners.com. The charter
requires the audit committee to approve in advance all audit and non-audit services to be provided by our independent registered public accounting firm. All services reported in the audit,
audit-related, tax and all other fees categories above were approved by the audit committee in advance.

Part IV

ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES



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|Exhibit
Number |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1            |  | Facilities Sale Agreement, dated January 1, 2006, between Radcliff/Economy Marine Services Inc. and TransMontaigne Partners L.P. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K
filed by TransMontaigne Partners L.P. with the SEC on January 1, 2006).                                                                                                                                                                                                                                                                                                                                                                
|2.2            |  | Facilities Sale Agreement, dated as of December 29, 2006, by and between TransMontaigne Product Services Inc. and TransMontaigne Partners L.P. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by
TransMontaigne Partners L.P. with the SEC on January 5, 2007).                                                                                                                                                                                                                                                                                                                                                  
|3.1            |  | Certificate of Limited Partnership of TransMontaigne Partners L.P., dated February 23, 2005 (incorporated by reference to Exhibit 3.1 of TransMontaigne Partners L.P.'s Registration Statement on Form S-1 (Registration
No. 333-123219) filed on March 9, 2005).                                                                                                                                                                                                                                                                                                                                                                                   
|3.2            |  | First Amended and Restated Agreement of Limited Partnership of TransMontaigne Partners L.P. dated May 27, 2005 (incorporated by reference to Exhibit 3.1 of the Annual Report on Form 10-K filed by TransMontaigne Partners L.P. with the
SEC on September 13, 2005).                                                                                                                                                                                                                                                                                                                                                                               
|10.1           |  | Amended and Restated Senior Secured Credit Facility, dated December 22, 2006, by and among TransMontaigne Operating Company L.P., a Delaware limited partnership, Wachovia Capital Markets, LLC, as sole lead arranger, manager and book-runner, Bank
of America, N.A. and JPMorgan Chase Bank, N.A., as syndication agents, BNP Paribas and Société Générale, as the documentation agents, Wachovia Bank, National Association, as administrative agent, and the other lenders a
party thereto (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed by TransMontaigne Partners L.P. with the SEC on January 5, 2007).
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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|10.2  |  | Contribution, Conveyance and Assumption Agreement, dated May 27, 2005, among TransMontaigne Inc., TransMontaigne Partners L.P., TransMontaigne GP L.L.C., TransMontaigne Operating GP L.L.C., TransMontaigne Operating Company L.P., TransMontaigne
Product Services Inc. and Coastal Fuels Marketing, Inc., Coastal Terminals L.L.C., Razorback L.L.C., TPSI Terminals L.L.C. and TransMontaigne Services, Inc. (incorporated by reference to Exhibit 10.2 of the Annual Report on Form 10-K filed
by TransMontaigne Partners L.P. with the SEC on September 13, 2005).
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.3  |  | Omnibus Agreement, dated May 27, 2005, among TransMontaigne Inc., TransMontaigne Partners L.P., TransMontaigne GP L.L.C., TransMontaigne Operating GP L.L.C. and TransMontaigne Operating Company L.P. (incorporated by reference to
Exhibit 10.2 of the Current Report on Form 8-K filed by TransMontaigne Inc. (Commission File No. 001-11763) on June 3, 2005).                                                                                                                                                                                                      
|10.4  |  | Terminaling and Transportation Services Agreement, dated May 27, 2005, among TransMontaigne Inc., TransMontaigne Partners L.P., TransMontaigne Product Services Inc. and Coastal Fuels Marketing, Inc. (incorporated by reference to
Exhibit 10.3 of the Current Report on Form 8-K filed by TransMontaigne Inc. (Commission File No. 001-11763) on June 3, 2005).                                                                                                                                                                                                      
|10.5  |  | TransMontaigne Services Inc. Long-Term Incentive Plan incorporated by reference to Exhibit 10.5 of the Annual Report on Form 10-K filed by TransMontaigne Partners L.P. with the SEC on September 13, 2005).**                                                                                                                                                                                                                                                                                                                                                          
|10.6  |  | Subordinated Unit Purchase Agreement, dated May 24, 2005, by and between TransMontaigne Partners L.P. and Morgan Stanley Strategic Investments, Inc. (formerly MSDW Bondbook Ventures Inc.) (incorporated by reference to Exhibit 10.6 of the
Annual Report on Form 10-K filed by TransMontaigne Partners L.P. with the SEC on September 13, 2005).                                                                                                                                                                                                                     
|10.7  |  | Registration Rights Agreement, dated May 27, 2005, by and between TransMontaigne Partners L.P. and MSDW Morgan Stanley Strategic Investments, Inc. (formerly MSDW Bondbook Ventures Inc.) (incorporated by reference to Exhibit 10.7 of the
Annual Report on Form 10-K filed by TransMontaigne Partners L.P. with the SEC on September 13, 2005).                                                                                                                                                                                                                       
|10.8  |  | Form of TransMontaigne Services Inc. Long-Term Incentive Plan Employee Restricted Unit Agreement (incorporated by reference to Exhibit 10.8 of Amendment No. 3 to TransMontaigne Partners L.P.'s Registration Statement on Form S-1
(Registration No. 333-123219) filed on May 24, 2005).**                                                                                                                                                                                                                                                                             
|10.9  |  | Form of TransMontaigne Services Inc. Long-Term Incentive Plan Non-Employee Director Restricted Unit Agreement (incorporated by reference to Exhibit 10.9 of Amendment No. 3 to TransMontaigne Partners L.P.'s Registration Statement on
Form S-1 (Registration No. 333-123219) filed on May 24, 2005).**                                                                                                                                                                                                                                                                
|10.10 |  | Form of TransMontaigne Services Inc. Long-Term Incentive Plan Employee Award Agreement (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed by TransMontaigne Partners L.P. with the SEC on April 6,
2006.                                                                                                                                                                                                                                                                                                                                
|10.11 |  | Form of TransMontaigne Services Inc. Long-Term Incentive Plan Non-Employee Director Award Agreement (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed by TransMontaigne Partners L.P. with the SEC on
April 6, 2006).                                                                                                                                                                                                                                                                                                                  
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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|10.12  |  | Third Amendment to Omnibus Agreement, dated as of December 29, 2006, by and among TransMontaigne Inc., TransMontaigne GP L.L.C., TransMontaigne Partners L.P., TransMontaigne Operating GP L.L.C. and TransMontaigne Operating Company L.P.
(incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by TransMontaigne Partners L.P. with the SEC on January 5, 2007).
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.13* |  | Terminaling Services Agreement, dated March 1, 2006, between TransMontaigne Product Services, Inc. and Valero Marketing and Supply Company, assigned to TransMontaigne Partners L.P., effective December 29, 2006.(1)                                                                                                                                                                           
|21.1*  |  | List of Subsidiaries of TransMontaigne Partners L.P.                                                                                                                                                                                                                                                                                                                                            
|23.1*  |  | Consent of Independent Registered Public Accounting Firm                                                                                                                                                                                                                                                                                                                                        
|31.1*  |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                 
|32.1*  |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                  
|99.1*  |  | Financial Statement Schedule.                                                                                                                                                                                                                                                                                                                                                                   

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

| |  | TRANSMONTAIGNE PARTNERS L.P.
| |  | ----------------------------
| |  | By:                         
| |  | By:                         

Date: March 16, 2007

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities with
TransMontaigne GP L.L.C., the general partner of the registrant, on the date indicated.

|Name and Signature                      |  | Title                                                                                 |  | Date          
|--------------------------------------- |  | ------------------------------------------------------------------------------------- |  | --------------
|                                        |  |                                                                                       |  |               
|/s/DONALD H. ANDERSONDonald H. Anderson |  | Chairman and Director                                                                 |  | March 16, 2007
|/s/RANDALL J. LARSONRandall J. Larson   |  | President, Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer |  | March 16, 2007
|/s/WILLIAM S. DICKEYWilliam S. Dickey   |  | Executive Vice President, Chief Operating Officer and Director                        |  | March 16, 2007
|/s/JAVED AHMEDJaved Ahmed               |  | Director                                                                              |  | March 16, 2007
|/s/JERRY R. MASTERSJerry R. Masters     |  | Director                                                                              |  | March 16, 2007
|                                        |  |                                                                                       |  |               

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|/s/DAVID A. PETERSDavid A. Peters |  | Director |  | March 16, 2007
|--------------------------------- |  | -------- |  | --------------
|/s/D. DALE SHAFFERD. Dale Shaffer |  | Director |  | March 16, 2007
|/s/REX L. UTSLERRex L. Utsler     |  | Director |  | March 16, 2007

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EXHIBIT INDEX

|Exhibit
Number |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1            |  | Facilities Sale Agreement, dated January 1, 2006, between Radcliff/Economy Marine Services Inc. and TransMontaigne Partners L.P. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K
filed by TransMontaigne Partners L.P. with the SEC on January 1, 2006).                                                                                                                                                                                                                                                                                                                                                                
|2.2            |  | Facilities Sale Agreement, dated as of December 29, 2006, by and between TransMontaigne Product Services Inc. and TransMontaigne Partners L.P. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by
TransMontaigne Partners L.P. with the SEC on January 5, 2007).                                                                                                                                                                                                                                                                                                                                                  
|3.1            |  | Certificate of Limited Partnership of TransMontaigne Partners L.P., dated February 23, 2005 (incorporated by reference to Exhibit 3.1 of TransMontaigne Partners L.P.'s Registration Statement on Form S-1 (Registration
No. 333-123219) filed on March 9, 2005).                                                                                                                                                                                                                                                                                                                                                                                   
|3.2            |  | First Amended and Restated Agreement of Limited Partnership of TransMontaigne Partners L.P. dated May 27, 2005 (incorporated by reference to Exhibit 3.1 of the Annual Report on Form 10-K filed by TransMontaigne Partners L.P. with the
SEC on September 13, 2005).                                                                                                                                                                                                                                                                                                                                                                               
|10.1           |  | Amended and Restated Senior Secured Credit Facility, dated December 22, 2006, by and among TransMontaigne Operating Company L.P., a Delaware limited partnership, Wachovia Capital Markets, LLC, as sole lead arranger, manager and book-runner, Bank
of America, N.A. and JPMorgan Chase Bank, N.A., as syndication agents, BNP Paribas and Société Générale, as the documentation agents, Wachovia Bank, National Association, as administrative agent, and the other lenders a
party thereto (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed by TransMontaigne Partners L.P. with the SEC on January 5, 2007).
|10.2           |  | Contribution, Conveyance and Assumption Agreement, dated May 27, 2005, among TransMontaigne Inc., TransMontaigne Partners L.P., TransMontaigne GP L.L.C., TransMontaigne Operating GP L.L.C., TransMontaigne Operating Company L.P., TransMontaigne
Product Services Inc. and Coastal Fuels Marketing, Inc., Coastal Terminals L.L.C., Razorback L.L.C., TPSI Terminals L.L.C. and TransMontaigne Services, Inc. (incorporated by reference to Exhibit 10.2 of the Annual Report on Form 10-K filed
by TransMontaigne Partners L.P. with the SEC on September 13, 2005).                                                                            
|10.3           |  | Omnibus Agreement, dated May 27, 2005, among TransMontaigne Inc., TransMontaigne Partners L.P., TransMontaigne GP L.L.C., TransMontaigne Operating GP L.L.C. and TransMontaigne Operating Company L.P. (incorporated by reference to
Exhibit 10.2 of the Current Report on Form 8-K filed by TransMontaigne Inc. (Commission File No. 001-11763) on June 3, 2005).                                                                                                                                                                                                                                                                                  
|10.4           |  | Terminaling and Transportation Services Agreement, dated May 27, 2005, among TransMontaigne Inc., TransMontaigne Partners L.P., TransMontaigne Product Services Inc. and Coastal Fuels Marketing, Inc. (incorporated by reference to
Exhibit 10.3 of the Current Report on Form 8-K filed by TransMontaigne Inc. (Commission File No. 001-11763) on June 3, 2005).                                                                                                                                                                                                                                                                                  
|10.5           |  | TransMontaigne Services Inc. Long-Term Incentive Plan incorporated by reference to Exhibit 10.5 of the Annual Report on Form 10-K filed by TransMontaigne Partners L.P. with the SEC on September 13, 2005).**                                                                                                                                                                                                                                                                                                                                                                                                                                      
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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|10.6   |  | Subordinated Unit Purchase Agreement, dated May 24, 2005, by and between TransMontaigne Partners L.P. and Morgan Stanley Strategic Investments, Inc. (formerly MSDW Bondbook Ventures Inc.) (incorporated by reference to Exhibit 10.6 of the
Annual Report on Form 10-K filed by TransMontaigne Partners L.P. with the SEC on September 13, 2005).                                             
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.7   |  | Registration Rights Agreement, dated May 27, 2005, by and between TransMontaigne Partners L.P. and MSDW Morgan Stanley Strategic Investments, Inc. (formerly MSDW Bondbook Ventures Inc.) (incorporated by reference to Exhibit 10.7 of the
Annual Report on Form 10-K filed by TransMontaigne Partners L.P. with the SEC on September 13, 2005).                                               
|10.8   |  | Form of TransMontaigne Services Inc. Long-Term Incentive Plan Employee Restricted Unit Agreement (incorporated by reference to Exhibit 10.8 of Amendment No. 3 to TransMontaigne Partners L.P.'s Registration Statement on Form S-1
(Registration No. 333-123219) filed on May 24, 2005).**                                                                                                     
|10.9   |  | Form of TransMontaigne Services Inc. Long-Term Incentive Plan Non-Employee Director Restricted Unit Agreement (incorporated by reference to Exhibit 10.9 of Amendment No. 3 to TransMontaigne Partners L.P.'s Registration Statement on
Form S-1 (Registration No. 333-123219) filed on May 24, 2005).**                                                                                        
|10.10  |  | Form of TransMontaigne Services Inc. Long-Term Incentive Plan Employee Award Agreement (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed by TransMontaigne Partners L.P. with the SEC on April 6,
2006.                                                                                                                                                        
|10.11  |  | Form of TransMontaigne Services Inc. Long-Term Incentive Plan Non-Employee Director Award Agreement (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed by TransMontaigne Partners L.P. with the SEC on
April 6, 2006).                                                                                                                                          
|10.12  |  | Third Amendment to Omnibus Agreement, dated as of December 29, 2006, by and among TransMontaigne Inc., TransMontaigne GP L.L.C., TransMontaigne Partners L.P., TransMontaigne Operating GP L.L.C. and TransMontaigne Operating Company L.P.
(incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by TransMontaigne Partners L.P. with the SEC on January 5, 2007).
|10.13* |  | Terminaling Services Agreement, dated March 1, 2006, between TransMontaigne Product Services, Inc. and Valero Marketing and Supply Company, assigned to TransMontaigne Partners L.P., effective December 29, 2006.(1)                                                                                                                                                                           
|21.1*  |  | List of Subsidiaries of TransMontaigne Partners L.P.                                                                                                                                                                                                                                                                                                                                            
|23.1*  |  | Consent of Independent Registered Public Accounting Firm                                                                                                                                                                                                                                                                                                                                        
|31.1*  |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                 
|32.1*  |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                  
|99.1*  |  | Financial Statement Schedule.                                                                                                                                                                                                                                                                                                                                                                   

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