Exhibit 10.5  Execution Copy   AMENDED AND RESTATED  OMNIBUS AGREEMENT  among  TRANSMONTAIGNE INC.  TRANSMONTAIGNE GP L.L.C.  TRANSMONTAIGNE PARTNERS L.P.  TRANSMONTAIGNE OPERATING GP L.L.C.  and  TRANSMONTAIGNE
OPERATING COMPANY L.P.


AMENDED AND RESTATED OMNIBUS AGREEMENT  THIS AMENDED AND RESTATED OMNIBUS AGREEMENT (Restated
Agreement) dated as of December 31, 2007, but effective for all purposes
as of January 1, 2008 (the Effective Date) is entered into by and among
TransMontaigne Inc., a Delaware corporation (TMG), TransMontaigne GP L.L.C.,
a Delaware limited liability company (the General Partner), TransMontaigne
Partners L.P., a Delaware limited partnership (the Partnership),
TransMontaigne Operating GP L.L.C., a Delaware limited liability company (the OLP
GP), and TransMontaigne Operating Company L.P., a Delaware limited partnership
(the Operating Partnership).  The
above-named entities are sometimes referred to in this Restated Agreement each
as a Party and collectively as the Parties.  R E C I T A L S:  A.The Parties have previously entered into
an Omnibus Agreement, effective as of May 27, 2005.  B.The Parties have previously amended the
Omnibus Agreement by execution of the First Amendment to Omnibus Agreement
dated October 31, 2005 (the First Amendment), the Second Amendment to
Omnibus Agreement dated as of January 1, 2006 (the Second Amendment) and
the Third Amendment to Omnibus Agreement effective as of December 29, 2006
(the Third Amendment; the Omnibus Agreement, as amended by the First
Amendment, the Second Amendment and the Third Amendment, the Original
Agreement).  C.The Partnership has entered into a
Facilities SaleAgreement
dated as of December 28, 2007 (the FSA) with TransMontaigne Product
Services Inc. (TPSI) to purchase certain refined petroleum product terminals
and related truck loading, marine dock facilities and other assets comprising
the Southeast Terminals and the Collins/Purvis Terminal (collectively, the Facilities)
from TPSI (the Transaction), which Transaction is anticipated to close on or
about December 31, 2007 (the FSA Closing Date).  D.Pursuant to the Original Agreement, TMG
agreed to provide management, legal, accounting and tax services (the Services)
to the Partnership from and after the effective date of the Original Agreement,
as well as provide personnel to operate certain assets (as defined therein).  E.In conjunction with the Transaction, the
Parties desire to amend and restate the Original Agreement in its entirety.  ARTICLE I
Definitions  1.1Definitions.  As
used in this Restated Agreement, the following terms shall have the respective
meanings set forth below:


Administrative Feeis defined in Section 2.1(a).  Affiliateis defined in the Partnership Agreement.  Applicable Periodis defined in Section 2.1(a).  Asset Exchange Transactionsmeans any transaction in which a TMG Entity and a third party exchange
terminaling assets or other tangible assets.  Assetsmeans (a) all
assets owned by the Partnership Group prior to or on the FSA Closing Date,
including any such assets held by a Person whose ownership interests are
transferred by the TMG Entities to the Partnership Group prior to or on the FSA
Closing Date by means of operation of law or otherwise, (b) the Option
Assets from and after the consummation of the purchase by the Partnership of
the Option Assets pursuant to Article III hereof, and (c) assets
acquired or constructed by the Partnership Group during the Applicable Period
from and after such time as TMG and the General Partner, on behalf of the
Partnership Group and with the concurrence of the Conflicts Committee,
establish a revised Administrative Fee in accordance with Section 2.1(a) hereof
and revised Insurance Reimbursement in accordance with Section 2.1(c) hereof.  Causeis defined in the
Partnership Agreement.  Common Unitsis defined in the Partnership Agreement.  Conflicts Committeeis defined in the Partnership Agreement.  controlmeans the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through ownership
of voting securities, by contract, or otherwise.  Effective Dateis defined inintroductory paragraph of this Restated Agreement.  Exchange Actmeans the
Securities Exchange Act of 1934, as amended.  Facilitiesis defined in Recital C.  FSA Closing Dateis defined in Recital C.  General Partneris defined in
the introductory paragraph of this Restated Agreement.  Insurance Reimbursementis defined in Section 2.1(c).  In-Service Dateis defined in Section 3.1(b).  Limited Partneris defined in the
Partnership Agreement.  MSCGmeans Morgan Stanley Capital Group Inc.   2


OLP GPis defined in
the introductory paragraph of this Restated Agreement.  Operating Partnershipis defined in
the introductory paragraph of this Restated Agreement.  Optionis defined in Section 3.1(a).  Option Assetsis defined in Section 3.1(a).  Option Term Sheetis defined in Section 3.2(a).  Original Agreementis defined in Recital B.  Partnershipis defined in
the introductory paragraph of this Restated Agreement.  Partnership Acceptance Deadlineis defined in Section 4.2(b).  Partnership Acquisition Proposalis defined in Section 4.2(a).  Partnership Agreementmeans the
First Amended and Restated Agreement of Limited Partnership of TransMontaigne
Partners L.P., dated as of May 27, 2005, as such agreement is in effect on
the FSA Closing Date, to which reference is hereby made for all purposes of
this Restated Agreement.  No amendment or
modification to the Partnership Agreement subsequent to the FSA Closing Date
shall be given effect for the purposes of this Restated Agreement unless
consented to by each of the Parties to this Restated Agreement.  Partnership Disposition Noticeis defined in Section 4.2(a).  Partnership Entitiesmeans the General Partner and each member of the Partnership Group;
and Partnership Entitymeans any of the Partnership Entities.  Partnership Groupmeans the
Partnership, the OLP GP, the Operating Partnership and any Subsidiary of any
such Person, treated as a single consolidated entity; and Partnership Group Membermeans any member of the Partnership Group.  Partnership Offer Priceis defined in Section 4.2(a).  Partnership Terminaling AgreementNoticeis defined in Section 4.2(c).  Partnership Terminaling Agreement Proposalis defined in Section 4.2(c).  Partyand Parties are defined in the introductory paragraph of this
Restated Agreement.  Personmeans an
individual or a corporation, limited liability company, partnership, joint
venture, trust, unincorporated organization, association, government agency or
political subdivision thereof or other entity.   3


Planis defined in Section 2.1(b).  Proposed Option Priceis defined in Section 3.2(b).  Proposed Transfereeis defined in Section 4.1(a).  Proposed Customeris defined in Section 4.1(a).  Restated Agreementis defined in
the introductory paragraph hereof.  ROFR Assetsis defined in Section 4.1(c).  ROFR Servicesis defined in Section 4.1(c).  Servicesis
defined in Section 2.1(a).  Subsidiary means, with respect to any
Person, (a) a corporation of which more than 50% of the voting power of
shares entitled (without regard to the occurrence of any contingency) to vote
in the election of directors or other governing body of such corporation is
owned, directly or indirectly, at the date of determination, by such Person, by
one or more Subsidiaries of such Person or a combination thereof, (b) a
partnership (whether general or limited) in which such Person or a Subsidiary
of such Person is, at the date of determination, a general or limited partner
of such partnership, but only if more than 50% of the partnership interests of
such partnership (considering all of the partnership interests of the
partnership as a single class) is owned, directly or indirectly, at the date of
determination, by such Person, by one or more Subsidiaries of such Person, or a
combination thereof, or (c) any other Person (other than a corporation or
a partnership) in which such Person, one or more Subsidiaries of such Person,
or a combination thereof, directly or indirectly, at the date of determination,
has (i) at least a majority ownership interest or (ii) the power to
elect or direct the election of a majority of the directors or other governing
body of such Person.  Terminaling Services Agreementmeans the Terminaling
Services Agreement  Southeast and Collins/Purvis, dated as of January 1,
2008, entered into by and between,the Partnership, on behalf
of itself and its affiliates (as defined therein), and MSCG.  TMGis defined in
the introductory paragraph of this Restated Agreement.  TMG Acceptance Deadlineis defined in Section 4.2(a).  TMG Acquisition Proposalis defined in Section 4.2(b).  TMG Disposition Noticeis defined in Section 4.2(b).  TMG Entitiesmeans TMG and
any Person controlled, directly or indirectly, by TMG other than the
Partnership Entities; and TMG Entity means any of the TMG Entities.   4


TMG Offer Priceis defined in Section 4.2(b).  Transfer,including the correlative
terms Transferring or Transferred, means any direct or
indirect transfer, assignment, sale, gift, pledge, hypothecation or other
encumbrance, or any other disposition (whether voluntary, involuntary or by
operation of law) of any assets, property or rights.  Unitsis defined in the
Partnership Agreement.  Voting Securitiesmeans
securities of any class of a Person entitling the holders thereof to vote on a
regular basis in the election of members of the board of directors or other
governing body of such Person.  ARTICLE II
Services  2.1General.  (a)           During the period commencing on the
Effective Date and terminating on the earlier to occur of the TMG Entities
ceasing to control the General Partner or December 31, 2014 (subject to
the extension provisions set forth in paragraph (e) below, the Applicable
Period), the Partnership shall pay the TMG Entities an administrative fee (the
Administrative Fee) of $10,030,000 per year, payable in arrears in equal
monthly installments beginning in January 2008, for the provision by the
TMG Entities for the Partnership Groups benefit of certain corporate staff and
support services during the Applicable Period (the Services).  The Services will be substantially identical
in nature and quality to the services of such type previously provided by the
TMG Entities in connection with their management and operation of the Assets
during the one-year period prior to the Effective Date.  During the Applicable Period, the Partnership
Group will satisfy all of its needs for Services through the TMG Entities.  TMG may increase the Administrative Fee each
calendar year effective commencing on the one-year anniversary of the Effective
Date by an amount up to the product of the then-current Administrative Fee
multiplied by the percentage increase, if any, from the immediately preceding
year in the Consumer Price Index  All Urban Consumers, U.S. City Average, Not
Seasonally Adjusted.  If the Partnership
or any other Partnership Group Member acquires or constructs additional assets
during the Applicable Period, then TMG shall propose a revised Administrative
Fee covering the provision of Services for such additional assets.  If the General Partner, on behalf of the
Partnership Group and with the concurrence of the Conflicts Committee, agrees
to such revised Administrative Fee, the TMG Entities, as applicable, shall
provide Services for the additional assets pursuant to the terms set forth
herein. Notwithstanding the foregoing, the Services shall not include any
services that are outsourced by the TMG Entities to third parties.  The payment for any outsourced services shall
be subject to Section 2.1(f)(v).  (b)           During the Applicable Period, the
Partnership shall pay the TMG Entities no less than $1.5 million as a
reimbursement for incentive payment grants to key employees of the TMG Entities
under the TransMontaigne Services Inc. Savings and   5


Retention Plan (the Plan),
provided that (i) no less than $1.5 million of the aggregate amount of
such awards will be allocated to an investment fund indexed to the performance
of the Partnerships Common Units, and (ii) the General Partners
Compensation Committee with the concurrence of the Conflicts Committee shall
review and approve the allocation of awards among participants in the Plan to
assure that an adequate portion of such awards are allocated to certain key
employees who perform services to or for the benefit of the Partnership Group
and deemed invested in an investment fund indexed to the performance of the
Partnerships common units.  (c)           During the Applicable Period, the
Partnership shall pay the TMG Entities an insurance reimbursement (the Insurance
Reimbursement) of $2,850,000 per year, payable in arrears in equal monthly
installments beginning in January 2008, for insurance premiums with
respect to the Assets. The TMG Entities may increase the Insurance
Reimbursement at any time in accordance with increases in the premiums or fees
payable under the applicable insurance policies.  If the Partnership or any other Partnership
Group Member acquires or constructs additional assets during the Applicable
Period, TMG shall propose a revised Insurance Reimbursement covering insurance
premiums for such additional assets.  If
the General Partner, on behalf of the Partnership Group and with the
concurrence of the Conflicts Committee, agrees to such revised Insurance
Reimbursement, the TMG Entities shall procure insurance coverage for the
additional assets pursuant to the terms set forth herein.  (d)           On each anniversary of the Effective
Date during the Applicable Period, the Partnership will have the right to
submit to TMG a proposal to reduce the amount of the Administrative Fee for
that year if the Partnership believes, in good faith, that the Services
performed by the TMG Entities for the year in question do not justify payment
of the full Administrative Fee for that year. 
If the Partnership submits such a proposal to TMG, TMG agrees that it
will negotiate in good faith with the Partnership to determine if the
Administrative Fee for that year should be reduced and, if so, by how much.  (e)           In the event MSCG elects to extend
the Terminaling Services Agreementfor the Renewal Term (as
defined therein) and provides written notice to the Partnership of such
election prior to December 31, 2013 in accordance with Section 7 of
Attachment A to the Terminaling Services Agreement, then the
Applicable Period, at the option of the Partnership with the concurrence of the
Conflicts Committee, may be extended for an additional period of seven years
from and after December 31, 2014, upon no less than 90 days prior written
notice to TMG.  Absent the receipt of the
Partnerships notice to extend the Applicable Period, or in the event MSCG
elects not to extend the Terminaling Services Agreement for the Renewal Term
(or fails to provide notice of its election to extend the Terminaling Services
Agreementfor the Renewal Term in accordance with Section 7 of Attachment A
to the Terminaling Services Agreement), the Applicable Period shall
terminate in accordance with Section 2.1(a).  Following the expiration of the Applicable
Period, the General Partner will determine the amount of corporate staff and
support expenses and insurance premium expenses that are properly allocable to
the Partnership Group in accordance with the terms of the Partnership
Agreement.   6


(f)The
Administrative Fee shall not include and the Partnership Group shall reimburse
the TMG Entities for:  (i)            wages and salaries of employees of
any TMG Entity, to the extent, but only to the extent, such employees perform
services for the Partnership Group on-site at any Asset;  (ii)           the cost of employee benefits
relating to employees of any TMG Entity, such as 401(k), pension, and health
insurance benefits, to the extent, but only to the extent, such employees
perform services for the Partnership Group on-site at any Asset;  (iii)          out-of-pocket costs and expenses
incurred by the TMG Entities on behalf of the Partnership Group, including the
incremental general and administrative expenses of the Partnerships status as
a public company, such as K-1 preparation, external audit, internal audit,
transfer agent and registrar, legal, printing, unitholder reports, and other
costs and expenses;  (iv)          all sales, use, excise, value added or
similar taxes, other than taxes measured by income, if any, that may be
applicable from time to time in respect of the Services; and  (v)           any
services (including with respect to the forgoing clauses (i)-(iv)) that are
outsourced by the TMG Entities to third parties with the concurrence of the
Conflicts Committee.  ARTICLE III   
Purchase Options  3.1Option to Purchase Certain
Assets Retained by the TMG Entities.  (a)Subject to Section 3.1(d),
TMG, on behalf of itself and the other TMG Entities, hereby grants to the
Partnership an exclusive option (the Option) to purchase all of the TMG
Entities right, title and interest in and to the refined product terminal
complex located in Pensacola, Florida(the
Option Assets).  Any tangible assets
received by a TMG Entity in an Asset Exchange Transaction in exchange for any
of the Option Assets described above will be subject to the Option described in
this Section 3.1.  For the avoidance
of doubt, the Option Assets do not include the TMG Entities (i) tug and
barge operations, (ii) supply, distribution and marketing businesses, (iii) proprietary
pipeline receipt and delivery system at the Port Everglades (North) and Port
Everglades (South) terminals, and (iv) the refined product terminal
located in Rensselaer, New York.  (b)The Option will
be exercisable for a period of two years commencing on the date on which the
Option Assets are first put into commercial service following completion of construction
and testing (the In-Service Date).  
Promptly   7


following the In-Service
Date, TMG shall notify the Partnership in writing of the Option exercise
period.  (c)           TMG shall cause each other TMG Entity
to comply with the terms of this Article III.  (d)           The Parties acknowledge that any
potential Transfer of the Option Assets pursuant to this Article III shall
be subject to and conditioned on obtaining any and all necessary consents of
the TMG Entities respective shareholders, noteholders and other
securityholders, governmental authorities, lenders and other third parties.  3.2Procedures.  (a)           The General Partner shall notify TMG
in writing during the Option exercise period that either (i) the General
Partner has elected, with the approval of the Conflicts Committee, not to cause
a Partnership Group Member to exercise such Option, in which case the TMG
Entities may own, operate or Transfer the Option Assets subject to the Option
without any further obligation to offer such Option Assets to the Partnership
(including pursuant to Article IV), or (ii) the General Partner, with
the approval of the Conflicts Committee, wishes to cause a Partnership Group
Member to exercise the Option, subject to the negotiation of the terms of the
exercise of such Option pursuant to the provisions of Section 3.2(b).  If during the exercise period the General
Partner notifies TMG that it wishes to cause a Partnership Group Member to
exercise the Option, then within 45 days after such notification, TMG shall
submit a term sheet (an Option Term Sheet) to the General Partner containing
the fundamental terms (other than purchase price) on which it would be willing
to sell (or to cause another TMG Entity to sell) the Option Assets, including
any proposed commitments from the TMG Entities, if any.  (b)           Within 45 days after delivery of the
Option Term Sheet, the General Partner shall submit to TMG, on behalf of the
Partnership and with the concurrence of the Conflicts Committee, the cash
purchase price (the Proposed Option Price) it is willing to cause a
Partnership Group Member to pay for the Option Assets.  Thereafter, TMG and the Conflicts Committee
shall negotiate the terms of the purchase and sale in good faith for 60 days.  If TMG and the Conflicts Committee are unable
to agree on such terms during such 60-day period, TMG may attempt to sell the
Option Assets to a person who is not an Affiliate of TMG within six months of
the termination of such 60-day period, provided that the purchase price for
such Option Assets may not be less than 105% of the Proposed Option Price and
otherwise shall be on terms that are not materially more favorable to the
proposed purchaser than the terms specified in the Option Term Sheet submitted
by TMG pursuant to Section 3.2(a) with respect to the Option Assets,
in each case as determined by written resolution of the Board of Directors of
TMG.  If no sale to a non-Affiliate
occurs within such six-month period, the General Partner shall have the right
(but not the obligation) to cause, on behalf of the Partnership and with the
concurrence of the Conflicts Committee, a Partnership Group Member to purchase
the Option Assets at the Proposed Option Price and otherwise upon the terms
specified in the Option Term Sheet.  The
General Partner shall notify TMG of its intent to   8


cause a Partnership Group
Member to purchase the Option Assets at the Proposed Option Price within 45
days of the expiration of such six-month period or such earlier date on which
TMG notifies the General Partner that it will no longer pursue a sale to a
non-Affiliate.  If the General Partner
either (A) fails to respond within such 45-day period or (B) rejects
the opportunity by written notice of the General Partner, with the approval of
the Conflicts Committee, to TMG, then the TMG Entities may own, operate or
Transfer the Option Assets without any further obligation to offer the Option
Assets to the Partnership (including pursuant to Article IV).  (c)           If requested by the General Partner,
TMG shall use commercially reasonable efforts to obtain financial statements
with respect to the Option Assets purchased by a Partnership Group Member as
required under Regulation S-X promulgated by the Securities and Exchange
Commission or any successor statute.  ARTICLE IV
Rights of First Refusal  4.1          Rights of First Refusal.  (a)           Subject to Section 4.1(c), for
so long as a TMG Entity controls the General Partner, the Partnership hereby
grants to TMG, on behalf of itself and the other TMG Entities, a right of first
refusal on any proposed Transfer (other than a grant of a security interest to
a bona fide third party lender or a Transfer to another Partnership Group
Member) of assets held by a Partnership Group Member; provided,
that TMG agrees to pay or to cause such other TMG Entity to pay no less than
105% of the purchase price offered by a bona fide third party prospective
acquiror (a Proposed Transferee).  In
addition, subject to Section 4.1(c), for so long as a TMG Entity controls
the General Partner, the Partnership hereby grants to the TMG Entities a right
of first refusal with respect to having the exclusive use of any petroleum
product tankage capacity that (i) is put into commercial service (including
any previously out of service tanks, refurbished tanks or newly constructed
tanks that are put into service) at any time and from time to time on and after
the Effective Date, or (ii) was subject to a terminaling services
agreement as of the Effective Date that expires or is terminated subsequent to
the Effective Date (excluding any contract which is renewable solely at the
option of the customer); provided, that
TMG agrees to pay or to cause another TMG Entity to pay no less than 105% of
the fees for terminaling services offered by a proposed terminal customer (a Proposed
Customer).  (b)           Subject to Section 4.1(c), for
so long as a TMG Entity controls the General Partner, TMG, on behalf of itself
and the other TMG Entities, hereby grants to the Partnership a right of first
refusal on any proposed Transfer (other than a grant of a security interest to
a bona fide third party lender, a Transfer to another TMG Entity or a
Transfer consummated pursuant to an Asset Exchange Transaction) of any Option
Asset prior to the exercise period of the applicable Option with respect
thereto; provided, in each case, that the
Partnership agrees to pay, or to cause another Partnership Group Member to pay,
no less than 105% of the purchase price offered by a Proposed Transferee.   9


(c)           The Parties acknowledge that any
potential Transfer of assets pursuant to this Article IV (such assets, the
ROFR Assets) or any potential agreement for the use of any of the petroleum
product tankage capacity described in Section 4.1(a) by a Proposed
Customer (the ROFR Services) shall be subject to, conditioned on obtaining
any and all necessary consents of equityholders, noteholders or other
securityholders, governmental authorities, lenders or other third parties.  Any tangible assets received by a TMG Entity
in an Asset Exchange Transaction in exchange for any of the ROFR Assets
described in paragraph (b) above will be subject to the provisions of this
Section 4.1.  4.2          Procedures.  (a)           If a Partnership Group Member
proposes to Transfer any ROFR Assets to a Proposed Transferee (a Partnership
Acquisition Proposal), then the General Partner shall promptly give written
notice (a Partnership Disposition
Notice) thereof to TMG. 
The Partnership Disposition Notice shall set forth the following
information in respect of the proposed Transfer:  (i) the name and address of the Proposed
Transferee, (ii) the ROFR Asset(s) subject to the Partnership
Acquisition Proposal, (iii) the
purchase price offered by such Proposed Transferee (the Partnership Offer
Price), (iv) reasonable detail concerning any non-cash portion of the
proposed consideration, if any, to allow TMG to reasonably determine the fair
value of such non-cash consideration, (v) the General Partners estimate
of the fair value of any non-cash consideration, and (vi) all other
material terms and conditions of the Partnership Acquisition Proposal that are
then known to the General Partner.  To
the extent the Proposed Transferees offer consists of consideration other than
cash (or in addition to cash), the Partnership Offer Price shall be deemed
equal to the amount of any such cash plus the fair value of such non-cash
consideration.  If TMG determines that it
wishes to, or wishes to cause another TMG Entity to, purchase the applicable
ROFR Assets on the terms set forth in the Partnership Disposition Notice
(subject to the provisos set forth in Section 4.1(a), including without
limitation the requirement therein to pay 105% of the purchase price specified
in the Partnership Disposition Notice), it will deliver notice thereof to the
General Partner within 45 days after the General Partners delivery of the
Partnership Disposition Notice (the TMG Acceptance Deadline).  Failure to provide such notice within such
45-day period shall be deemed to constitute a decision not to purchase the
applicable ROFR Assets, and TMG shall be deemed to have waived its rights with
respect to such proposed disposition of the applicable ROFR Assets, but not with
respect to any future offer of such ROFR Assets.  If the Transfer by the Partnership Group
Member to the Proposed Transferee is not consummated in accordance with the
terms of the Partnership Acquisition Proposal within the later of (A) 180 days
after the TMG Acceptance Deadline, and (B) 10 days after the
satisfaction of all consent, governmental approval or filing requirements, if
any, the Partnership Acquisition Proposal shall be deemed to lapse, and the
Partnership Group Member may not Transfer any of the ROFR Assets described in
the Partnership Disposition Notice without complying again with the provisions
of this Article IV if and to the extent then applicable.  (b)           If a TMG Entity proposes to Transfer
any ROFR Assets to a Proposed Transferee (a TMG Acquisition Proposal), then
TMG shall promptly give   10


written notice (a TMG Disposition Notice)
thereof to the General Partner.  The TMG
Disposition Notice shall set forth the following information in respect of the
proposed Transfer:  (i) the name and
address of the Proposed Transferee, (ii) the ROFR Asset(s) subject to
the TMG Acquisition Proposal, (iii) the
purchase price offered by such Proposed Transferee (the TMG Offer Price), (iv) proposed
throughput arrangements, if any, (v) reasonable detail concerning any
non-cash portion of the proposed consideration, if any, to allow the General
Partner to reasonably determine the fair value of such non-cash consideration, (vi) TMGs
estimate of the fair value of any non-cash consideration, and (vii) all
other material terms and conditions of the TMG Acquisition Proposal that are
then known to TMG.  To the extent the
Proposed Transferees offer consists of consideration other than cash (or in
addition to cash) the TMG Offer Price shall be deemed equal to the amount of
any such cash plus the fair value of such non-cash consideration.  No later than 45 days after TMGs delivery of
the TMG Disposition Notice (the Partnership Acceptance Deadline), the General
Partner shall notify TMG in writing that either (i) the General Partner
has elected, with the approval of the Conflicts Committee, not to cause a
Partnership Group Member to purchase the applicable ROFR Assets on the terms
set forth in the TMG Disposition Notice (subject to the proviso set forth in Section 4.1(b),
including without limitation the requirement therein to pay 105% of the
purchase price specified in the TMG Disposition Notice), in which case the TMG
Entities may own, operate or Transfer the applicable ROFR Assets without any
further obligation to offer such ROFR Assets to the Partnership, other than any
re-offer of the same ROFR Assets pursuant to the terms set forth in this
paragraph (b) below, or (ii) the General Partner has elected to cause
a Partnership Group Member to purchase the applicable ROFR Assets on the terms
set forth in the TMG Disposition Notice (subject to the proviso set forth in Section 4.1(b),
including without limitation the requirement therein to pay 105% of the
purchase price specified in the TMG Disposition Notice).  If the Transfer by the TMG Entity to the
Proposed Transferee is not consummated in accordance with the terms of the TMG
Acquisition Proposal within the later of (A) 180 days after the
Partnership Acceptance Deadline, and (B) 10 days after the
satisfaction of all consent, governmental approval or filing requirements, if
any, the TMG Acquisition Proposal shall be deemed to lapse, and the TMG Entity
may not Transfer any of the ROFR Assets described in the TMG Disposition Notice
without complying again with the provisions of this Article IV if and to
the extent then applicable.  (c)           If a Partnership Group Member
proposes to provide any ROFR Services to a Proposed Customer (a Partnership
Terminaling Agreement Proposal), then the General Partner shall promptly give
written notice (a Partnership Terminaling Agreement Notice) thereof to TMG.  The Partnership Terminaling Agreement Notice
shall set forth the following information in respect of the proposed ROFR
Services:  (i) the name and address
of the Proposed Customer, (ii) the tankage subject to the Partnership
Terminaling Agreement Proposal, (iii) the
terminaling and other fees to be paid by the Proposed Customer, (iv) the
proposed terms of the terminaling agreement with the Proposed Customer and (v) any
other material terms and conditions of the Partnership Terminaling Agreement
Proposal that are then known to the General Partner.  If TMG determines that it wishes to, or
wishes to cause another TMG Entity to, utilize the ROFR Services on terms
substantially similar to those set forth in the Partnership Terminaling
Agreement Notice, it will deliver notice thereof to the General Partner   11


within ten days after the
General Partners delivery of the Partnership Terminaling Agreement
Notice.  Failure to provide such notice
within such ten-day period shall be deemed to constitute a decision not to
utilize the proposed ROFR Services set forth in such Notice, and TMG shall be
deemed to have waived its rights with respect to the ROFR Services specified in
the notice, but not with respect to any future offer of ROFR Services with
respect to the same tankage covered in the Partnership Terminaling Agreement
Notice or any other tankage.  For
avoidance of doubt, the Partnership shall provide TMG with a Partnership
Terminaling Agreement Notice in respect of any tankage that becomes or is
available to any Proposed Customer at any time and from time to time during the
Applicable Period.  (d)           If requested by the transferee Party,
the transferor Party shall use commercially reasonable efforts to obtain
financial statements with respect to any ROFR Assets Transferred pursuant to
this Article IV as required under Regulation S-X promulgated by the
Securities and Exchange Commission or any successor statute.  TMG and the Partnership Group shall cooperate
in good faith in obtaining all necessary consents of equityholders, noteholders
or other securityholders, governmental authorities, lenders or other third
parties.  ARTICLE V  Miscellaneous  5.1Choice
of Law; Submission to Jurisdiction.This Restated Agreement shall be subject to
and governed by the laws of the State of Colorado, excluding any
conflicts-of-law rule or principle that might refer the construction or
interpretation of this Restated Agreement to the laws of another state.  Each Party hereby submits to the jurisdiction
of the state and federal courts in the State of Colorado and to venue in Denver,
Colorado.  5.2Notice.  All notices or requests or consents provided
for by, or permitted to be given pursuant to, this Restated Agreement must be
in writing and must be given by depositing same in the United States mail,
addressed to the Person to be notified, postpaid, and registered or certified
with return receipt requested or by delivering such notice in person or by
telecopier or telegram to such Party. 
Notice given by personal delivery or mail shall be effective upon actual
receipt.  Notice given by telegram or
telecopier shall be effective upon actual receipt if received during the
recipients normal business hours or at the beginning of the recipients next
business day after receipt if not received during the recipients normal
business hours.  All notices to be sent
to a Party pursuant to this Restated Agreement shall be sent to or made at the
address set forth below such Partys signature to this Restated Agreement or at
such other address as such Party may stipulate to the other Parties in the
manner provided in this Section 5.2.   12


if to the TMG
Entities:  TransMontaigne
Inc. 1670 Broadway Suite 3100 Denver, Colorado 80202 Attention: 
President Fax:  303-626-8228  if to the Partnership Entities:  TransMontaigne Partners L.P. c/o TransMontaigne GP L.L.C. 1670 Broadway Suite 3100 Denver, Colorado 80202 Attention: 
President Fax:  303-626-8228  5.3Entire Agreement.  This Restated Agreement constitutes the
entire agreement of the Parties relating to the matters contained herein, superseding
all prior contracts or agreements, whether oral or written, relating to the
matters contained herein.  5.4Termination.  Notwithstanding any other provision of this
Restated Agreement, if the General Partner is removed as general partner of the
Partnership under circumstances where Cause does not exist and Units held by
the General Partner and its Affiliates are not voted in favor of such removal,
this Restated Agreement may immediately thereupon be terminated by TMG.  5.5Amendment or Modification.  This Restated Agreement may be amended or
modified from time to time only by the written agreement of all the Parties
hereto; provided, however, that the Partnership may not, without the prior
approval of the Conflicts Committee, agree to any amendment or modification of
this Restated Agreement that the General Partner determines will adversely
affect the holders of Common Units.  Each
such instrument shall be reduced to writing and shall be designated on its face
an Amendment or an Addendum to this Restated Agreement.  5.6Assignment.No Party shall have the right to assign any
of its rights or obligations under this Restated Agreement without the consent
of the other Parties hereto.  5.7Counterparts.  This Restated Agreement may be executed in any
number of counterparts with the same effect as if all signatory parties had
signed the same document.  All
counterparts shall be construed together and shall constitute one and the same
instrument.  5.8Severability.  If any provision of this Restated Agreement
shall be held invalid or unenforceable by a court or regulatory body of
competent jurisdiction, the remainder of this Restated Agreement shall remain
in full force and effect.   13


5.9Further Assurances.  In connection with this Restated Agreement
and all transactions contemplated by this Restated Agreement, each signatory
party hereto agrees to execute and deliver such additional documents and
instruments and to perform such additional acts as may be necessary or
appropriate to effectuate, carry out and perform all of the terms, provisions
and conditions of this Restated Agreement and all such transactions.  5.10Representations and Warranties.  Each Party represents and warrants that this
Restated Agreement has been duly authorized, executed and delivered by it and
that this Restated Agreement constitutes its legal, valid, binding and
enforceable obligation, enforceable against it in accordance with its terms,
except to the extent such enforceability may be limited by the effect of any
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors rights generally and by general principles of equity.  5.11Rights of Limited Partners.  The provisions of this Restated Agreement are
enforceable solely by the Parties to this Restated Agreement, and no Limited
Partner of the Partnership shall have the right, separate and apart from the
Partnership, to enforce any provision of this Restated Agreement or to compel
any Party to this Restated Agreement to comply with the terms of this Restated
Agreement.   14


IN
WITNESS WHEREOF, the Parties have executed this Restated Agreement on December 31,
2007, and effective as of January 1, 2008.  TRANSMONTAIGNE
  INC.By:
  /s/
  Erik B. CarlsonName:
  Erik
  B. CarlsonTitle:
  Senior
  Vice PresidentTRANSMONTAIGNE
  GP L.L.C.By:
  /s/ Randall J. LarsonName:
  Randall
  J. LarsonTitle:
  Chief
  Executive OfficerTRANSMONTAIGNE
  PARTNERS L.P.By TransMontaigne GP L.L.C.Its General PartnerBy:
  /s/ Randall J. LarsonName:
  Randall
  J. LarsonTitle:
  Chief
  Executive OfficerTRANSMONTAIGNE
  OPERATING GP L.L.C.By:
  /s/ Randall J. LarsonName:
  Randall
  J. LarsonTitle:
  Chief
  Executive Officer   15


TRANSMONTAIGNE
  OPERATING COMPANY L.P.By
  TransMontaigne Operating GP L.L.C.Its
  General PartnerBy:
  /s/ Randall J. LarsonName:
  Randall
  J. LarsonTitle:
  Chief
  Executive Officer    16