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



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, 2007             
|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(State or other jurisdiction of incorporation or
organization)                                        |  | 34-2037221(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 RegisteredCommon 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 (Do not check if a smaller reporting company) |  | Smaller reporting company 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 on June 30, 2007 was $314,249,740, computed
by reference to the last sale price ($35.32 per common unit) of the Registrant's common limited partner units on the New York Stock Exchange on June 29, 2007.

The
number of the registrant's common limited partner units outstanding on March 3, 2008 was 9,122,300.

DOCUMENTS INCORPORATED BY REFERENCE
None.



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TABLE OF CONTENTS



|Item     |  |                                                                                                                |  | Page No.
|-------- |  | -------------------------------------------------------------------------------------------------------------- |  | --------
|         |  | Part I                                                                                                         |  |         
|1 and 2. |  | Business and Properties                                                                                        |  | 1       
|1A.      |  | Risk Factors                                                                                                   |  | 26      
|1B.      |  | Unresolved Staff Comments                                                                                      |  | 36      
|3.       |  | Legal Proceedings                                                                                              |  | 36      
|4.       |  | Submission of Matters to a Vote of Security Holders                                                            |  | 36      
|         |  | Part II                                                                                                        |  |         
|5.       |  | Market for the Registrant's Common Units, Related Unitholder Matters and Issuer Purchases of Equity Securities |  | 37      
|6.       |  | Selected Financial Data                                                                                        |  | 42      
|7.       |  | Management's Discussion and Analysis of Financial Condition and Results of Operations                          |  | 44      
|7A.      |  | Quantitative and Qualitative Disclosures About Market Risks                                                    |  | 62      
|8.       |  | Financial Statements and Supplementary Data                                                                    |  | 63      
|9.       |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                           |  | 95      
|9A.      |  | Controls and Procedures                                                                                        |  | 95      
|9B.      |  | Other Information                                                                                              |  | 97      
|         |  | Part III                                                                                                       |  |         
|10.      |  | Directors, Executive Officers of Our General Partner and Corporate Governance                                  |  | 98      
|11.      |  | Executive Compensation                                                                                         |  | 106     
|12.      |  | Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters                  |  | 111     
|13.      |  | Certain Relationships and Related Transactions, and Director Independence                                      |  | 114     
|14.      |  | Principal Accountant Fees and Services                                                                         |  | 119     
|         |  | Part IV                                                                                                        |  |         
|15.      |  | Exhibits, Financial Statement Schedules                                                                        |  | 120     

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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 annual 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

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) 626-8200. 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.

OVERVIEW

We are a terminaling and transportation company with operations along the Gulf Coast, in the Midwest, in Brownsville, Texas, along the Mississippi and Ohio
Rivers, and in the Southeastern United States. We provide integrated terminaling, storage, transportation and related services for customers engaged in the distribution and marketing of light refined
petroleum products, heavy refined petroleum products, crude oil, chemicals, fertilizers and other liquid products. Light refined products include gasolines, diesel fuels, heating oil and jet fuels.
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 refined product gains and losses arising from terminaling services agreements with certain customers. The volume of product that is handled, transported
through or stored in our terminals and pipelines is directly affected
by the level of supply and demand in the wholesale markets served by our terminals and pipelines. 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 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.

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.
TransMontaigne Services Inc. is a wholly owned subsidiary of TransMontaigne Inc. We are controlled by our general partner, TransMontaigne GP L.L.C., which is an indirect wholly
owned subsidiary of TransMontaigne Inc. TransMontaigne GP L.L.C. is a holding company with no independent assets or operations other than its general partner interest in TransMontaigne
Partners L.P. TransMontaigne GP L.L.C. is dependent upon the cash distributions it receives from TransMontaigne Partners L.P. to service any obligations it may incur. Effective
September 1, 2006, Morgan Stanley Capital Group Inc., which we refer to as Morgan Stanley Capital Group, purchased all of the issued and outstanding capital stock of
TransMontaigne Inc. and, as a result, Morgan Stanley, the parent company of Morgan Stanley

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Capital
Group, became the indirect owner of our general partner. The following diagram depicts our current organization and structure:

CHART

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TransMontaigne Inc.
is a leading distributor of unbranded refined petroleum products to independent wholesalers and industrial and commercial end users, delivering approximately
0.3 million barrels per day throughout the United States, primarily in the Gulf Coast, Southeast 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 of the integrated terminaling services it requires to support its
operations in these geographic regions.

Morgan
Stanley is a leading global trading company with extensive trading activities focused on the energy markets, including crude oil and refined petroleum products. Morgan Stanley
Capital Group is the principal commodities trading arm of Morgan Stanley. 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. 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. Morgan Stanley Capital Group has access to substantial strategic
long-term storage capacity located on all three coasts of the United States, in Northwest Europe and Asia.

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



Recent Developments



On July 12, 2007, we amended our existing senior secured credit facility to increase the maximum amount of the revolving credit line from
$150 million to $200 million. In addition, at our request, the

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revolving
loan commitment can be increased up to an additional $50 million, in the aggregate, without the approval of the lenders, but subject to the approval of the administrative agent and
the receipt of additional commitments from one or more lenders.



On May 23, 2007, we issued, pursuant to an underwritten public offering, 4.8 million common units representing limited partner interests at a public
offering price of $36.80 per common unit. On June 20, 2007, the underwriters of our secondary offering exercised a portion of their over-allotment option to purchase an additional
349,800 common units representing limited partnership interests at a price of $36.80 per common unit. The net proceeds from the offering were approximately $179.9 million, after deducting
underwriting discounts, commissions, and offering expenses of approximately $9.6 million. Additionally, TransMontaigne GP L.L.C., our general partner, made a cash contribution of
approximately $3.9 million to us to maintain its 2% general partner interest.



On December 31, 2007, we acquired the Southeast facilities along the Colonial and Plantation pipelines from TransMontaigne Inc. for a cash payment
of approximately $118.6 million. The Southeast facilities have aggregate active storage capacity of approximately 9.0 million barrels. We borrowed approximately $118.6 million
under our senior secured credit facility to finance the acquisition. The transaction was approved by the conflicts committee of the board of directors of our general partner.

Morgan Stanley Terminaling Services AgreementSoutheast Terminals.In connection with the acquisition of the
Southeast facilities, we entered into a terminaling services agreement with Morgan Stanley Capital Group. The terminaling services agreement commenced on January 1, 2008, and expires on
December 31, 2014, subject to Morgan Stanley Capital Group's right to renew the agreement for an additional seven years. Under this agreement, Morgan Stanley Capital Group has agreed to
throughput a volume of refined product that will result in minimum throughput payments to the Partnership of approximately $31.6 million for the contract year ending December 31, 2008,
with stipulated annual increases in throughput fees each contract year thereafter. During the initial term, Morgan Stanley Capital Group has an exclusive right to utilize any tanks that may be
constructed, refurbished or placed into operation at our Collins/Purvis terminal located in Collins, Mississippi. Any construction or refurbishment at the Collins/Purvis terminal will be undertaken
only upon the mutual written agreement of the parties. We also agreed to return to Morgan Stanley Capital Group 50% of the proceeds we receive in excess of $4.2 million from the sale of product
gains arising from our terminaling services agreement with Morgan Stanley Capital Group at our Southeast terminals.

Amended and Restated Omnibus Agreement.Concurrently with the execution of the facilities sale agreement, we amended and
restated the omnibus agreement, which we refer to as the omnibus agreement, among TransMontaigne Inc., TransMontaigne Partners L.P. and certain affiliates. The amendment increased the
administrative fee payable to TransMontaigne Inc. from approximately $7.0 million to $10.0 million and increased the insurance reimbursement payable to TransMontaigne Inc.
from approximately $1.7 million to $2.9 million. The increase in the administrative fee and insurance reimbursement reflect the allocation of the costs expected to be incurred by
TransMontaigne Inc. for providing management, legal, accounting and tax services for, and insurance on, the Southeast terminals on our behalf. We also agreed to reimburse
TransMontaigne Inc. and its affiliates up to $1.5 million for incentive payment grants to key employees of TransMontaigne Inc. and its affiliates under the TransMontaigne
Services Inc. savings and retention plan provided the compensation committee of our general partner determines that an adequate portion of the incentive payment grants are allocated to an
investment fund indexed to the performance of our common units. In addition, the term of the omnibus agreement was extended through December 31, 2014. If Morgan Stanley Capital Group elects to
renew the terminaling and services agreement for the Southeast

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terminals,
we have the right to extend the term of the omnibus agreement for an additional seven years.



On December 31, 2007, we acquired from Rio Vista Energy Partners L.P. a terminal facility in Matamoros, Mexico, two pipelines running from
Brownsville, Texas to Matamoros, Mexico, which we refer to as the Diamondback pipelines, with associated rights of way and easements and 47 acres of land, together with a permit to
distribute LPG to Mexico's state-owned petroleum company for a cash payment of approximately $9.0 million.

Industry Overview

Refined product terminaling and 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 of refined products from other countries. Moreover, a substantial majority
of the petroleum refining that occurs in the United States east of the Rocky Mountains is concentrated in the Gulf Coast region, which necessitates the transportation of domestic product to other
areas, such as the East Coast, Florida, Southeast and Midwest regions of the country. Terminaling and 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 refined products
and heavy refined products. Light refined products include gasolines, diesel fuels, heating oils and jet fuels. Heavy refined products include residual fuel oils and asphalt. Refined 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 refined product output to satisfy their own retail delivery obligations, for
example, at branded gasoline stations, and sell the remainder of their refined 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 refined product to independent marketing and distribution companies rather than to other refineries
and integrated oil companies, which are their primary competitors.

Transportation.For independent distribution and marketing companies, such as
TransMontaigne Inc. and Morgan Stanley Capital Group, to distribute refined petroleum products in the wholesale markets, it must first schedule that product for shipment by tankers or barges or
on common carrier pipelines to a terminal.

Refined
product is transported to marine terminals, such as our Gulf Coast terminals and Baton Rouge, Louisiana dock facility, by vessels 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.

Refined
product reaches inland terminals, such as our Southeast and Midwest 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 fungible refined products in batches, with each batch generally consisting of 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 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

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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 products are segregated and stored in tanks pending delivery to or on behalf of our customers.

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 refined products in different compartments. The driver swipes a magnetic
card that identifies the customer purchasing the refined product, the carrier and the driver as well as the type or grade of refined products to be pumped into the truck. A computerized system
electronically reviews the credentials of the carrier, including insurance and certain mandated certifications, 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 refined product to the truck. As refined product is being loaded into the truck, additives are injected into refined
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 refined product is stored in tanks and may be delivered to tanker trucks over a rack in the same manner as at an inland terminal. Refined 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 bunker fuel 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

We are a terminaling and transportation company with operations along the Gulf Coast, in the Midwest, in Brownsville, Texas, along the Mississippi and Ohio
Rivers, and in the Southeastern United States. We use our terminaling facilities to, among other things:



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We
principally derive revenue from our product terminals by charging fees for providing integrated terminaling and related services, including:



We
generate revenue at the Razorback and Diamondback pipelines by charging a tariff regulated by the 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 our operation and management of a 17-mile bi-directional refined products pipeline that connects
our Brownsville terminal complex to a pipeline in Mexico that terminates at terminal facilities located in Cadereyta and Reynosa, Mexico for an affiliate of Mexico's state-owned petroleum company. We
manage and operate for another major oil company two terminals that are adjacent to our Southeast facilities and receive a reimbursement of its proportionate share of operating and maintenance costs.
In addition, we manage and operate certain tank capacity at our Port Everglades (South) terminal for a major oil company and receive a reimbursement for its proportionate share of operating and
maintenance costs. We also derive revenue from product gains or incur losses from product losses related to our terminaling services agreements with certain customers.

Morgan
Stanley Capital Group and Marathon Petroleum Company LLC, which we refer to as Marathon, are the principal customers at our Gulf Coast facilities; Morgan Stanley Capital
Group and Shell Oil Products U.S., which we refer to as Shell, are the principal customers at our Midwest facilities; Morgan Stanley Capital Group, Valero Marketing and Supply Company, which we refer
to as Valero, TransMontaigne Inc. and PMI Trading Limited, an affiliate of Mexico's state-owned petroleum company, are the principal customers at our Brownsville, Texas facilities; Valero is
our principal customer at our River facilities; and Morgan Stanley Capital Group and the United States government are the principal customers at our Southeast facilities. Financial information for
each reportable segment is included in Note 16 of the Notes to consolidated financial statements in Item 8 of this annual report.

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The locations and approximate aggregate active storage capacity at our terminal facilities as of March 3, 2008 are as follows:

Locations

Active Storage
Capacity (shell bbls)Gulf Coast FacilitiesFloridaPort Everglades ComplexPort Everglades-North

2,074,000Port Everglades-South(1)

378,000Jacksonville

271,000Cape Canaveral

727,000Port Manatee

1,385,000Fisher Island

672,000Tampa

451,000AlabamaMobile

223,000Gulf Coast Total

6,181,000Midwest FacilitiesRogers and Mt. Vernon (aggregate amounts)

404,000Oklahoma City

157,000Midwest Total

561,000Brownsville, Texas FacilitiesBrownsville

2,098,000Matamoros, Mexico

6,000Brownsville Total

2,104,000River FacilitiesArkansas City, AR

769,000Evansville, IN

234,000New Albany, IN

201,000Greater Cincinnati, KY

200,000Henderson, KY

145,000Louisville, KY

181,000Owensboro, KY

157,000Paducah, KY Complex

322,000Baton Rouge, LA Dock

Greenville, MS (Clay Street)

195,000Greenville, MS (Industrial Road)

Cape Girardeau, MO

140,000East Liverpool, OH

227,000River Total

2,771,000Southeast FacilitiesAlbany, GA

203,000Americus, GA

94,000Athens, GA

193,000Belton, SC

Bainbridge, GA

251,000Birmingham, AL

178,000Charlotte, NC

121,000Collins/Purvis, MS

2,590,000Collins, MS

140,000Doraville, GA

441,000Fairfax, VA

513,000Greensboro, NC

436,000Griffin, GA

106,000Lookout Mountain, GA

220,000Macon, GA

174,000Meridian, MS

138,000Montvale, VA

482,000Norfolk, VA

1,334,000Richmond, VA

478,000Rome, GA

152,000Selma, NC

528,000Spartanburg, SC

247,000Southeast Total

9,019,000TOTAL CAPACITY

20,636,000


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Gulf Coast Operations.Our Gulf Coast operations include eight refined product terminals located in
Florida and Alabama. At our Gulf Coast terminals, we handle refined products and crude oil on behalf of, and provide integrated terminaling services to customers 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 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 by 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. A major oil company retains an ownership interest, ranging from 25% to 50%, in specific tank capacity at our Port
Everglades (South) terminal. We manage and operate the Port Everglades (South) terminal, and we are reimbursed by a major oil company for its proportionate share of our operating and maintenance
costs. Our Mobile terminal facility receives and distributes refined product by truck and barge.

The
principal customers at our Gulf Coast facilities are Morgan Stanley Capital Group and Marathon.

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. The Razorback pipeline is a 67 mile, 8-inch diameter
interstate common carrier pipeline that transports light refined product on behalf of Morgan Stanley Capital Group from our terminal at Mt. Vernon, where it is interconnected with a pipeline system
owned by Magellan Midstream Partners, to our terminal at Rogers. 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. Morgan Stanley Capital Group currently is the only shipper on the Razorback pipeline and our sole customer at our Rogers and Mt. Vernon terminals.

We
also own and operate a terminal facility at Oklahoma City, Oklahoma. Our Oklahoma City terminal receives gasolines and diesel fuels from a pipeline system owned by Magellan Midstream
Partners for delivery via our truck rack to Shell's customers for redistribution to locations throughout the Oklahoma City region.

Brownsville, Texas Operations.In Brownsville, Texas, we own and operate six terminal facilities and
the Diamondback pipelines which 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 vessels, by truck or railcar. We also receive natural gas
liquids by pipeline.

The
Diamondback pipelines consist of an 8" pipeline that transports LPG approximately 23 miles from our Brownsville facilities to our Matamoros terminal, with approximately 16
miles located in Texas and approximately 7 miles located in Mexico and a 6" pipeline, which runs parallel to the 8" pipeline that can be used by us in the future to transport additional LPG or
refined products to our Matamoros terminal. The 8" pipeline has a capacity of approximately 7,500 barrels per day. The 6" pipeline has a capacity of approximately 4,300 barrels per day.

We
also operate and maintain the United States portion of a 174-mile bi-directional refined products pipeline owned by PMI Services North America, Inc., an
affiliate of Petroleos Mexicanos, or PEMEX, the state-owned, national petroleum company of Mexico. This pipeline connects our Brownsville terminal complex to a pipeline in Mexico that delivers to
PEMEX's terminal located in Reynosa, Mexico and terminates at PEMEX's refinery, located in Cadereyta, Nuevo Leon, Mexico, a suburb of the large industrial city of Monterrey. The pipeline transports
fully refined petroleum

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products
and blending components. We operate and manage the 17-mile portion of the pipeline located in the United States for a fee that is based on the average daily volume handled during
the month. Additionally we are reimbursed for non-routine maintenance expenses based on the actual costs plus a fee based on a fixed percentage of the expense.

The
customers we serve at our Brownsville terminal facilities consist principally of wholesale and retail marketers of refined products and industrial and commercial
end-users of refined products, waxes and industrial chemicals. Our principal customers are TransMontaigne Inc., Morgan Stanley Capital Group, Valero and PMI Trading Limited, an
affiliate of Mexico's state-owned petroleum company.

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 gasolines, diesel fuels, heating oil, chemicals and fertilizers on behalf of, and provide integrated
terminaling services to customers engaged in the distribution and marketing of refined products and industrial and commercial end-users. Our River terminals receive products from vessels
on behalf of our customers. We distribute products primarily by truck and vessels. The principal customer at our River facilities is Valero.

Southeast Operations.Our Southeast facilities include 22 refined product terminals along the
Plantation and Colonial pipelines. The Southeast facilities have a current aggregate storage capacity of approximately 9.0 million barrels. At our Southeast terminals, we handle gasolines,
diesel fuels, heating
oil, chemicals and fertilizers on behalf of, and provide integrated terminaling services to customers engaged in the distribution and marketing of refined products and industrial and commercial
end-users. Our Southeast terminals primarily receive products from the Plantation and Colonial pipelines on behalf of our customers. We distribute products primarily by truck. The
principal customers at our Southeast facilities are Morgan Stanley Capital Group and the United States government.

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
intend to continue to generate stable cash flows by capitalizing on the fee-based nature of our business, our minimum revenue commitments from our customers, the long-term
nature of our contracts with many of our customers and our lack of material direct exposure to changes in commodity prices. We generate revenue 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 refined products transported in the Razorback and Diamondback pipelines. We have
long-term terminaling services agreements with, among others, Marathon, Morgan Stanley Capital Group, PMI Trading Limited, TransMontaigne Inc. and Valero.

Pursue strategic and accretive acquisitions in new and existing markets.We plan to pursue
acquisitions of energy-related terminaling and transportation facilities, including facilities that may be outside our existing areas of operation. In many cases, we would expect to pursue these
acquisitions jointly with TransMontaigne Inc. and Morgan Stanley Capital Group. 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.

Maximize the benefits of our relationship with TransMontaigne Inc. and Morgan Stanley Capital Group.TransMontaigne Inc. and Morgan Stanley Capital Group intend to use us as the primary vehicle for their energy-related terminaling and transportation businesses that support their
physical trading,

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marketing
and distribution businesses. We intend to capitalize on the strategic fit between our infrastructure with Morgan Stanley Capital Group's global supply capabilities and
TransMontaigne Inc.'s marketing and distribution business. In addition, our relationship with TransMontaigne Inc. and Morgan Stanley Capital Group provides us with access to a
significant pool of management talent and strong relationships throughout the energy industry, which we intend to utilize to implement our strategies.

Execute cost-effective expansion and asset enhancement opportunities.We continually
evaluate opportunities to expand our existing asset base. For example, because an increase in waterborne terminal capacity may facilitate a significant reduction in freight costs for our customers, we
currently are in the process of expanding our Gulf Coast terminaling capacity. In addition, we recently completed the purchase of the Southeast terminals, the Matamoros terminal and Diamondback
pipelines, and related assets.

Maintaining a disciplined financial policy.We will continue to pursue a disciplined financial policy
by maintaining a prudent capital structure, managing our exposure to interest rate risk and conservatively managing our cash reserves.

Competitive Strengths

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

The terminaling services agreements we have with our existing customers provide us with stable cash flows.Based on our terminaling services agreements in effect at January 1, 2008, we have contractual commitments from our customers that are expected to generate a substantial majority
of our actual revenue for the year ending December 31, 2008. We expect that our actual revenue for the year will be higher than our contractual commitments because certain of our terminaling
services agreements with customers do not contain minimum revenue commitments and because our customers often use other services we provide that are in addition to 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, the long-term nature of our contracts with many
of our customers and our lack of material direct exposure to changes in commodity prices will provide us with stable cash flows.

We do not have material direct commodity price risk.Because we do not purchase or market the
products that we handle or transport, our cash flows are not subject to material direct exposure to changes in commodity prices.

Our relationships with TransMontaigne Inc. and Morgan Stanley Capital Group enhance our ability to make strategic
acquisitions.We believe that our relationships with TransMontaigne Inc. and Morgan Stanley Capital Group will provide us with an advantage in acquiring
businesses that have an element of commodity price risk or product marketing and distribution risk inherent in their operations. In these circumstances, we expect that Morgan Stanley Capital Group
will assume most or all of the direct commodity price exposure and TransMontaigne Inc. will assume most or all of the risks related to
distributing and marketing the product. As a result, we should expect to operate the acquired asset infrastructure under terminaling services agreements that will provide us with stable cash flows.

We benefit from the strategic fit between our operations and the operations of TransMontaigne Inc. and Morgan Stanley Capital
Group.The operations of TransMontaigne Inc. and Morgan Stanley Capital Group fit strategically with our broad geographical terminal and transportation
distribution capability. Our 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 stable cash flows and help ensure that our facilities are more fully

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utilized.
Moreover, we believe that the value of any terminaling facilities we acquire will be enhanced if we can concurrently obtain a terminaling services agreement with TransMontaigne Inc.
or Morgan Stanley Capital Group.

We have the ability to execute expansion and asset enhancement opportunities, particularly at our Gulf Coast
terminals.We have high utilization of our existing storage capacity, which enables us to focus on expanding our terminal capacity and acquiring additional
terminal capacity for our current and future customers. In addition, expanding our existing waterborne terminal capacity at our Gulf Coast terminals may facilitate a significant reduction in freight
costs for our customers. We have initiated the expansion of our storage capacity at our Port Everglades terminal complex facilities to add approximately 0.9 million barrels.

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



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 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 acquisitions and internal expansion. In addition, through our affiliation with Morgan Stanley Capital Group, we have access to its strong
relationships throughout the energy industry.

We have the financial flexibility to pursue growth opportunities.We currently have a
$200.0 million revolving credit facility, under which, as of December 31, 2007, we had approximately $67.9 million in available borrowing capacity. In addition, at our request,
the term loan commitment or the revolving loan commitment can be increased up to an additional $50 million, in the aggregate, without the approval of the lenders, but subject to the approval of
the administrative agent and the receipt of additional commitments from one or more lenders. We believe this available capacity will provide us with flexibility to facilitate our strategic expansion
and acquisition strategies.

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.

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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, NuStar L.P., Sunoco, Inc. and its affiliate Sunoco Logistics Partners 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 from which we expect to continue to derive a substantial majority of our revenue for the foreseeable future.
These relationships include:

Customer

LocationTransMontaigne Inc

Gulf Coast and Brownsville facilitiesMorgan Stanley Capital Group

Gulf Coast, Midwest, Brownsville and Southeast facilitiesValero Marketing and Supply Company

River and Brownsville facilitiesMarathon Petroleum Company LLC

Gulf Coast and River facilitiesPMI Trading Limited, an affiliate of Mexico's state-owned petroleum company

Brownsville facilities


Our Relationship With TransMontaigne Inc. And Morgan Stanley Capital Group

General.A majority of our business is devoted to providing integrated terminaling and transportation
services to Morgan Stanley Capital Group. Pursuant to the terms of our terminaling services agreements with Morgan Stanley Capital Group, we expect to continue to derive a majority of our revenue from
Morgan Stanley Capital Group for the foreseeable future.

We
are controlled by our general partner, TransMontaigne GP L.L.C., which is an indirect 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, Southeast and Midwest regions. TransMontaigne Inc. also provides supply chain management services to various customers throughout the United States.
At December 31, 2007, TransMontaigne Inc. owned 2 refined product terminals; 1 dry bulk product terminal, 15 tugboats and 22 barges; a hydrant system in Port Everglades; and its
distribution and marketing business. TransMontaigne Inc.'s marketing operations generally consist of the distribution and marketing of

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refined
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 capital stock of TransMontaigne Inc. TransMontaigne Inc. and Morgan Stanley Capital
Group have a significant interest in our partnership through their ownership of subordinated units representing limited partner interests equal to approximately 26.2% of our aggregate outstanding
limited and general partner interests, our sole general partner interest (representing 2% of our aggregate outstanding limited and general partner interests) and the incentive distribution rights.

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
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 refined products for over
20 years and on a daily basis trades millions of barrels of physical crude oil and refined products and exchange-traded and over-the-counter crude oil and refined
product derivative instruments. Morgan Stanley Capital Group also invests as principal in acquisitions 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.

Rights of First Refusal

The omnibus agreement provides us with a right to purchase TransMontaigne Inc.'s and its subsidiaries' right, title and interest in the Pensacola, Florida
refined petroleum products terminal and any assets acquired in an asset exchange transaction that replace the Pensacola assets; provided, that we agree to pay at least 105% of the purchase price
offered by the third party bidder. This right is exercisable for a period of two years commencing on the date the terminal is first put into commercial service, which is expected to occur during the
second calendar quarter of 2008.

The
omnibus agreement also provides TransMontaigne Inc. a right of first refusal to purchase our assets, 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 to contract for the use of any petroleum product storage capacity that we put into commercial service (i) after
January 1, 2008, or (ii) was subject to a terminaling services agreement that expires or is terminated (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.

Terminaling Services Agreements

Gulf Coast (Florida) and Midwest Terminaling Services AgreementMorgan Stanley Capital
Group.We have a terminaling services agreement with Morgan Stanley Capital Group that replaced our existing terminaling services agreement with
TransMontaigne Inc. at our Florida, Mt. Vernon, Missouri and Rogers, Arkansas terminals. The terminaling services agreement commenced on June 1, 2007 and has a seven-year
term expiring on May 31, 2014. After the initial term, the agreement will automatically renew for subsequent one-year periods, subject to either party's right to terminate with six
months' notice prior to the end of the initial term or the then-current renewal term. Under this agreement, Morgan Stanley Capital Group has agreed to throughput at our Florida, Mt.
Vernon, Missouri and Rogers, Arkansas terminals a volume of refined product that will, at the fee and tariff schedule set

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forth
in the agreement, result in minimum throughput payments of approximately $30.3 million for the contract year ending May 31, 2008, with stipulated annual increases in throughput
fees each contract year thereafter. Morgan Stanley Capital Group's minimum annual throughput payment is subject to adjustment in the event we fail to complete construction of and place in service
certain capital projects on or before September 30, 2009. The capital projects include the construction of approximately 1.2 million barrels of additional tank storage capacity and other
improvements at the contracted terminals. Upon expiration of the agreement, Morgan Stanley Capital Group will have the right to match any bona fide third party offer made to us for similar services at
no less than 105% of the value of such third party offer.

Southeast Terminaling Service AgreementMorgan Stanley Capital Group.We have a
terminaling services agreement with Morgan Stanley Capital Group relating to our Southeast terminal facilities that will expire on December 31, 2014 and is subject to a seven-year
renewal option at the election of Morgan Stanley Capital Group. Under this agreement, Morgan Stanley Capital Group has agreed to throughput a volume of refined product that will result in minimum
throughput payments to us of approximately $31.6 million for the contract year ending December 31, 2008, with stipulated annual increases in throughput fees each contract year
thereafter. During the initial term, but not any renewal term, Morgan Stanley Capital Group has an exclusive right to utilize any tanks that may be constructed, refurbished or placed into operation at
our Collins/Purvis terminal located in Collins, Mississippi. Any construction or refurbishment at the Collins/Purvis terminal will be undertaken only upon the mutual written agreement of the parties.
The terminaling services agreement also provides that we return to Morgan Stanley Capital Group 50% of the proceeds we receive in excess of $4.2 million from the sale of product gains arising
from our terminaling services agreement with Morgan Stanley Capital Group at our Southeast terminals.

Southeast Terminaling Services AgreementUnited States Government.We have a terminaling
services agreement with the United States government that will expire on April 30, 2012. Pursuant to the terminaling services agreement, we agreed to provide the United States government with
approximately 0.3 million barrels of light refined product storage capacity at our Selma, NC terminal. The United States government has the option to extend the agreement an additional ten
years through two five-year increments.

Gulf Coast (Mobile) Terminaling Services AgreementTransMontaigne Inc.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, Alabama terminal certain minimum volumes of refined products that will result in minimum throughput revenue 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 refined product storage capacity and approximately
84,000 barrels of heavy refined product 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.

Gulf Coast (Florida) Terminaling Services AgreementMarathon.We have a terminaling
services agreement with Marathon regarding approximately 1.0 million barrels of asphalt storage capacity throughout our Florida facilities that will expire on May 1, 2011. The
terminaling services agreement became effective February 20, 2006 at our Jacksonville and Port Manatee facilities and on May 1, 2006 at our Cape Canaveral and Port Everglades facilities.
Concurrently with the effective dates of the Marathon terminaling services agreement, the agreement with our former asphalt customer for the use of this storage capacity expired. We are proscribed
from placing into commercial service any new or converted asphalt storage capacity at our Florida facilities without Marathon's express written consent.

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River Terminaling Services AgreementValero.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 1.1 million barrels of light refined product
storage capacity, in the aggregate, at our Cape Girardeau, Evansville, Greenville, Henderson, Owensboro and Paducah terminals. Valero also has a right to match any third-party offer to use any
existing, new or converted light refined product storage capacity that we put into commercial service, at any of the River terminals subject to this agreement. If Valero fails to exercise its right to
match, it has the right to terminate the terminaling services agreement in its entirety or with respect to the applicable terminal.

Brownsville LPG Terminaling Services AgreementTransMontaigne Inc.We have
a terminaling and transportation services agreement with TransMontaigne Inc. relating to our Brownsville, Texas facilities that will expire on March 31, 2010. Under this agreement,
TransMontaigne Inc. agreed to throughput at our Brownsville facilities certain minimum volumes of natural gas liquids that will result in minimum revenue to us of $1.4 million per year.
In exchange for TransMontaigne Inc.'s minimum throughput commitment, we agreed to provide TransMontaigne Inc. approximately 15,000 barrels of storage capacity at our Brownsville
facilities. TransMontaigne Inc.'s minimum revenue commitment will increase to approximately $2.4 million per year when we increase the LPG storage capacity at our
Brownsville LPG terminal to approximately 34,000 barrels.

Brownsville Terminaling Services AgreementsPMI Trading Limited.We have multiple
terminaling services agreements with PMI Trading Limited, an affiliate of Mexico's state-owned petroleum company, relating to our Brownsville, Texas facilities that, if not renewed, will expire
between July 31, 2008 and June 30, 2016. Under these agreements, PMI agreed to throughput and store at our terminals certain minimum volumes of aviation gasoline, diesel, gasoline, jet
fuel, distillate, and natural gas liquids. We also manage and operate a 17-mile bi-directional pipeline on behalf of PMI.

Brownsville Terminaling Services AgreementMorgan Stanley Capital Group.We have a
terminaling services agreement with Morgan Stanley Capital Group relating to our Brownsville, Texas 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 revenue 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.

Brownsville Terminaling Services AgreementValero.We have a terminaling services
agreement with Valero pursuant to which we agreed to provide Valero with approximately 112,000 barrels of heavy oil storage capacity at our Brownsville terminal. The current term of the terminaling
services agreement expires on January 21, 2010. At the end of the current term, the terminaling services agreement will automatically renew for subsequent two-year periods, subject
to either party's right to terminate with 90 days notice prior to the end of the then-current renewal term.

Oklahoma City Revenue Support AgreementTransMontaigne Inc.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 revenue 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.

Terminaling Services AgreementRenewable Fuels.We have a terminaling and transportation
services agreement with TransMontaigne Inc. relating to certain renewable fuels capacity at our Brownsville and River terminals that will expire on May 31, 2012. Under this agreement,
TransMontaigne Inc. agreed to throughput at these terminals certain minimum volumes of renewable

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fuels
that will, under the fee and tariff schedule contained in the agreement, result in minimum revenue to us of approximately $0.6 million per year. In exchange for
TransMontaigne Inc.'s minimum throughput commitment, we agreed to provide TransMontaigne Inc. approximately 116,000 barrels of storage capacity at these terminals.

Other Terminaling Services Agreements.We also have terminaling service agreements with other
customers at our terminal facilities for throughput and storage of refined products, crude oil 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.

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.

We
monitor the structural integrity of all of our DOT regulated pipeline systems. These pipeline systems include the Razorback pipeline; a 37-mile pipeline, known as the
"Pinebelt pipeline," located in Covington County, Mississippi that transports refined petroleum liquids between our Collins and Collins/Purvis terminal facilities; a 1-mile diesel fuel
pipeline, known as the "Belle Meade pipeline," owned by and operated for Virginia Power Corp. in Richmond, Virginia; the Diamondback pipelines; and an 18-mile, bi-directional
refined petroleum liquids pipeline in Texas, known as the "MB pipeline," that we operate and maintain on behalf of an affiliate of Mexico's state-owned petroleum company. The maintenance of structural
integrity includes 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 believe that the pipelines we own and manage meet or exceed all DOT
inspection requirements for all pipelines located in the United States, and meet or exceed the corresponding Mexican regulatory requirements for the portion of the Diamondback pipelines located in
Mexico.

Maintenance
facilities containing equipment for pipe repairs, spare parts, and trained response personnel are located along all of these pipelines. Employees participate in simulated
spill deployment

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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 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,

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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 Environmental Protection Agency, or 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
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.

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 may affect our operations and to plan accordingly to comply with and minimize the costs of such requirements.

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

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or
discovery of new facts or conditions will not cause us to incur significant costs. The following is a discussion of certain material environmental concerns that relate to our business.

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 pollutants,
including oil and its derivatives into navigable waters. The discharge of pollutants into regulated waters is prohibited except in accordance with the terms of a permit issued by the EPA or the state.
We do not have any terminal location that discharges any type of processed wastewater into the environment. We are, however, subject to various types of storm water discharge requirements at our
terminals. The EPA and a number of states have adopted regulations that require us to obtain permits to discharge storm water run-off from our facilities. Such permits may require us to
monitor and sample the effluent from our operations. The cost involved in obtaining and renewing these storm water permits is not material. We believe that we are in substantial compliance with
effluent limitations at our facilities and with the CWA generally.

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 be constructed around product storage tanks to help
prevent the contamination of navigable waters in the event of a product tank spill, rupture or leak.

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.

Contamination
resulting from spills or releases of refined 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.

Air Emissions

Our operations are subject to the federal Clean Air Act, or CAA, and comparable state and local statutes. The CAA requires most industrial operations in the
United States to incur expenditures to meet the air emission control standards that are developed and implemented by the EPA and state environmental agencies. These laws and regulations regulate
emissions of air pollutants from various industrial sources, including our operations, and also impose various monitoring and reporting requirements. Such laws and regulations may require a facility
to obtain pre-approval for the construction or modification of certain projects or facilities expected to produce air emissions or result in the increase of existing air emissions and
obtain and strictly comply with air permits containing requirements.

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Many of our terminaling operations require air permits. These operations generally include volatile organic compound emissions (primarily hydrocarbons) associated with truck loading
activities and tank working and breathing 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.

Moreover,
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. 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.

Congress
is currently considering proposed legislation directed at reducing "greenhouse gas emissions." It is not possible at this time to predict how legislation that may be enacted to
address greenhouse gas emissions would impact our operations. However, future laws and regulations could result in increased compliance costs or additional operating restrictions, and could have a
material adverse effect on our business, financial position, results of operations and cash flows.

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 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.

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
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

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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 TransMontaigne Inc.'s acquisition of the Florida terminals, TransMontaigne Inc. agreed to assume responsibility for known environmental conditions at
these terminals. TransMontaigne Inc. currently is undertaking, or evaluating the need for, remediation of subsurface hydrocarbon contamination at these Florida terminals.

Under
an indemnification agreement, which contains the indemnification terms previously set forth in 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 $15.0 million and it has no obligation to indemnify us for aggregate losses until such
losses exceed $250,000 in the aggregate. 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. TransMontaigne Inc. currently estimates that the total cost for
remediating the contamination at the Florida terminals to be between $3.2 million and $8.4 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. has received, and believes that it is eligible to continue to receive, state reimbursement of the majority of the costs associated with the remediation of the Florida
terminals. As such, TransMontaigne Inc. believes that its share of the total liability after state reimbursement is expected to be between $0.5 million and $1.6 million.
TransMontaigne Inc.'s remediation liability for the Midwest terminals is estimated to be between $0.4 million and $0.7 million.

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.
At this time, TransMontaigne Inc. is not aware of any remediation liability for the Mobile, Alabama terminal.

Under
the purchase agreement for the Brownsville, Texas 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 $15.0 million. The cap amount does not apply to any environmental liabilities known to exist as of
December 31, 2006. TransMontaigne Inc.'s total remediation liability for the Brownsville and River facilities is estimated to be between $0.2 million and $1.4 million.

Under
the purchase agreement for the Southeast facilities, TransMontaigne Inc. has agreed to indemnify us through December 31, 2012, against certain potential environmental
liabilities associated with the operation of the Southeast Terminals that occurred on or prior to December 31, 2007. Our environmental losses must first exceed $250,000 and
TransMontaigne Inc.'s indemnification obligations

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are
capped at $15.0 million, which cap amount does not apply to any environmental liabilities known to exist as of December 31, 2007. TransMontaigne Inc.'s total remediation
liability for the Southeast facilities is estimated to be between $1.6 million and $3.3 million.

Endangered Species Act

The Endangered Species Act restricts activities that may affect endangered or threatened species or their habitats. While some of our facilities are in areas that
may be designated as habitat for endangered or threatened species, we believe that we are in substantial compliance with the Endangered Species Act. However, the discovery of previously unidentified
endangered or threatened 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. In accordance with typical industry practice, we do not have any property insurance on the Razorback and Diamondback pipelines.

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 revenue. 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 insurance policies, including our general liability and pollution policies, 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 the Diamondback pipelines,
which runs between Brownsville, Texas and Matamoros, Mexico, is an international petroleum products pipeline, each of which are subject to regulation by the FERC, under the Interstate Commerce Act and
Energy Policy Act of 1992 and rules and order promulgated under those statutes. FERC regulation requires that the rates of interstate and international pipelines, such as those of the Razorback and
Diamondback pipelines, be filed at FERC and posted publicly, and that these rates be "just and reasonable" and nondiscriminatory. Rates of interstate and international 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 and international pipeline companies may elect to support rate filings by using a

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cost-of-service
methodology, competitive market showings or actual agreements between shippers and the oil pipeline company.

The
FERC generally has not investigated interstate and international 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 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, or 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. FERC's new policy was subsequently challenged before the D.C. Circuit and on May 29, 2007, the D.C. Circuit
denied the petitions for review with respect to the income tax allowance issues. As the FERC continues to apply this policy in individual cases, the ultimate impact
remains uncertain. If the 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 and Diamondback pipelines to justify their rates if challenged in
a protest or complaint.

Title to Properties

The Razorback and Diamondback pipelines are 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. We are currently in negotiations with individual landowners regarding
several of the easements for the Diamondback pipelines in the United States and Mexico and are investigating the validity of a separate easement for the same pipelines in Mexico. 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.

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

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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 our acquisition, 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. is our general partner and manages our operations and activities. TransMontaigne GP L.L.C. is an indirect wholly owned
subsidiary of TransMontaigne Inc. TransMontaigne Services Inc. is an indirect wholly owned subsidiary of TransMontaigne Inc. TransMontaigne Services Inc. employs the
personnel who provide support to TransMontaigne Inc.'s operations, as well as our operations. As of March 3, 2008, TransMontaigne Services Inc. had approximately 776
full-time employees, of whom 305 provide services directly to us. As of March 3, 2008, 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.

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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. Limited partner interests are inherently different from the capital stock of a
corporation, although many of the business risks to which we are subject are similar to those that would be faced by a corporation engaged in a similar business. 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 distributions 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.

Risks Inherent in Our Business

Our acquisition strategy and expansion programs require access to new capital. Tightened credit markets or more expensive capital would
impair our ability to grow.

Our
business strategies include acquiring additional energy-related terminaling and transportation facilities and expansion of our existing terminal capacity. We will need to raise
additional funds to grow our business and implement these strategies. We anticipate that such additional funds would be raised through equity or debt financings. Any equity or debt financing, if
available at all, may not be on terms that are favorable to us. An inability to access the capital markets may result in a substantial increase in our leverage and have a detrimental impact on our
creditworthiness. If we cannot obtain adequate financing, we may not be able to fully implement our business strategies, and our business, results of operations and financial condition would be
adversely affected.

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

Our
operations are subject to the many hazards inherent in the terminaling and transportation of 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 storage tanks, pipelines and
related property and equipment, and pollution or other environmental damage resulting in curtailment or suspension of our related operations and potentially substantial unanticipated costs for the
repair or replacement of property and environmental cleanup. In addition, if we suffer accidental releases or spills of products at our terminals or pipelines, we could be faced with material
third-party costs and liabilities, including those relating to claims for damages to property and persons. For example, we experienced a release of product at our Mt. Vernon, Missouri facility during
2007, which was caused by human error and did not involve any system malfunctions. The release resulted in approximately $0.5 million in unreimbursed environmental remediation costs and product
losses. Furthermore, events like hurricanes can affect large geographical areas which can cause us to suffer additional costs and delays in connection with

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subsequent
repairs and operations because contractors and other resources are not available, or are only available at substantially increased costs following widespread catastrophes.

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

We
expect to derive a substantial majority of our revenue from a small number of 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 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 revenue and results of operations to decline. In addition, if any of our significant customers were unable to meet its contractual commitments to us for any reason, then our
revenue and cash flow would decline.

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 revenue and results of operations could be materially adversely
affected.

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.

Our
terminaling services agreements with our significant customers expire on various dates ranging from 2008 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 revenue from third parties to replace any shortfall in revenue 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.

We are exposed to the credit risks of Morgan Stanley Capital Group and 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 Morgan Stanley Capital Group's and TransMontaigne Inc.'s ownership interest in and control of us, the strong operational links between Morgan Stanley Capital Group and
TransMontaigne Inc. and us and our reliance on Morgan Stanley Capital Group and TransMontaigne Inc. for a majority of our revenue, if one or more credit rating agencies were to view

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unfavorably
the credit quality of Morgan Stanley Capital Group or 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.

We
are subject to risks of loss resulting from nonpayment or nonperformance by our other significant customers. Some of our significant customers may be highly leveraged and subject to
their own operating and regulatory risks. Any material nonpayment or nonperformance by our other significant 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 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.

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 estimates or budgeted costs, 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 revenue 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 revenue until the project is completed. Moreover, we may
construct additional storage capacity to capture anticipated future growth in consumption of products in a market in which such growth does not materialize.

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



Competition from other terminals and pipelines that are able to supply our significant customers with 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 our significant 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:



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

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

We
rely exclusively on the revenue 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 petroleum products. Federal, state and local agencies also could impose additional safety requirements, any of which could affect our profitability. Furthermore, our failure to comply
with environmental or safety related laws and regulations could result also 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.

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

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 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. In accordance with typical industry practice, we do not have any property insurance on the Razorback and Diamondback pipelines.

We
share insurance policies, including our general liability and pollution policies, 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. In the event we reach the cap, we would seek to acquire additional insurance in the marketplace;
however, we can provide no assurance that such insurance would be available or if available, at a reasonable cost. The

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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
senior secured credit facility also contains covenants limiting our ability to make distributions to unitholders in certain circumstances. In addition, our senior secured 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 senior
secured 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 senior secured 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.

Many of our storage tanks and portions of our pipeline system have been in service for several decades that could result in increased maintenance or remediation
expenditures, which could adversely affect our results of operations and our ability to pay cash distributions.

Our
pipeline and storage assets are generally long-lived assets. As a result, some of those assets have been in service for many decades. The age and condition of these
assets could result in increased maintenance or remediation expenditures. Any significant increase in these expenditures
could adversely affect our results of operations, financial position and cash flows, as well as our ability to pay cash distributions.

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Risks Inherent in an Investment in Us

We may not have sufficient cash from operations to enable us to pay the minimum quarterly distribution to our unitholders following
establishment of cash reserves and payment of fees and expenses, including payments to our general partner.

We
may not have sufficient available cash each quarter to pay the minimum quarterly distribution to our unitholders. The amount of cash we can distribute on our common units principally
depends upon the amount of cash we generate from our operations, which will fluctuate from quarter to quarter based on, among other things:



Additionally,
the actual amount of cash we have available for distribution to our unitholders depends on other factors such as:



The
amount of cash we have available for distribution to our unitholders depends primarily on our cash flow, including cash flow from operations and working capital borrowings, and not
solely on profitability, which will be affected by non-cash items. As a result, we may make cash distributions to our unitholders during periods when we incur net losses and may not make
cash distributions to our unitholders during periods when we generate net earnings.

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 GP
L.L.C. is our general partner and manages our operations and activities. TransMontaigne GP L.L.C. is an indirect wholly owned subsidiary of
TransMontaigne Inc. TransMontaigne Services Inc. is an indirect wholly owned subsidiary of TransMontaigne Inc. TransMontaigne Services Inc. employs the personnel who
provide support to TransMontaigne Inc.'s operations, as well as our operations. 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 without its consent because our general partner and its
affiliates own units representing approximately 26.7% of our aggregate outstanding limited partner interests. The vote of the holders of at least 662/3% of all outstanding common and
subordinated units, including any common and subordinated units owned by our general partner and its affiliates but excluding the general partner interest, voting together as a single class, is
required to remove our general partner.

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One
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:



33

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Cost reimbursements, which will be determined by our general partner, and fees due our general partner and its affiliates for services provided are and will
continue to be substantial and will reduce our cash available for distribution to unitholders.

Payments
to our general partner are and will continue to be substantial and will reduce the amount of available cash for distribution to unitholders. For the year ended
December 31, 2007, we paid TransMontaigne Inc. and its affiliates an administrative fee of approximately $7.0 million, an additional insurance reimbursement of approximately
$1.7 million and $1.1 million as reimbursement for incentive payment grants to key employees of TransMontaigne Inc. and its affiliates under the TransMontaigne
Services Inc. savings and retention plan. In connection with our acquisition of the Southeast facilities on December 31, 2007, the administrative fee was increased to approximately
$10.0 million and the insurance reimbursement was increased to approximately $2.9 million for 2008. Both the administrative fee and the insurance reimbursement are subject to increase in
the event we acquire or construct facilities to be managed and operated by TransMontaigne Inc. Our general partner and its affiliates will continue to be entitled to reimbursement for all other
direct expenses they incur on our behalf, including the salaries of and the cost of employee benefits for employees working on-site at our terminals and pipelines. Our general partner will
determine the amount of these expenses. Our
general partner and its affiliates also may provide us other services for which we will be charged fees as determined by our general partner.

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 negotiate for the purchase of the Pensacola terminal 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 this terminal, 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

34

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and
officers of our general partner with their own choices and to control the decisions taken by the board of directors and officers.

Tax Risks

Our tax treatment depends on our status as a partnership for federal income tax purposes, as well as our not being subject to a material
amount of 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 a material amount of entity-level taxation for state tax
purposes, then our cash available for distribution to unitholders 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 are 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. For the year ended December 31, 2007, we recognized a liability of approximately $115,000 for the
Texas margin tax, which is 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 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, and 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.

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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 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 have a calendar tax year may
not be willing to purchase our units, 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 that 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.

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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 3, 2008, there were approximately 18 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 closing prices for our common units as reported on the New York Stock Exchange.

Low

HighJanuary 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

$
31.62January 1, 2007 through March 31, 2007

$
30.12

$
37.26April 1, 2007 through June 30, 2007

$
34.20

$
38.47July 1, 2007 through September 30, 2007

$
27.75

$
36.75October 1, 2007 through December 31, 2007

$
26.76

$
34.50


DISTRIBUTIONS OF AVAILABLE CASH

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

DistributionJanuary 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

$
0.43January 1, 2007 through March 31, 2007

$
0.47April 1, 2007 through June 30, 2007

$
0.50July 1, 2007 through September 30, 2007

$
0.50October 1, 2007 through December 31, 2007

$
0.52


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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The
terms of our senior secured credit facility may limit our ability to distribute cash under certain circumstances as discussed under "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of OperationsLiquidity and Capital Resources" of this annual report.

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, 2007, there were 9,122,300 common units issued and outstanding. At December 31, 2007, 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(in thousands)Common units and related distribution on general partner units

$
3,723

$
14,894Subordinated units and related distribution on general partner units


1,356


5,424Total

$
5,079

$
20,318


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



The
subordination period will extend until the first day of any quarter beginning after June 30, 2010 that each of the following are met:



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In
addition, if the unitholders remove our general partner other than for cause and units held by our general partner and its affiliates are not voted in favor of such removal:



Distributions of Available Cash After the Subordination Period

At December 31, 2007, 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 described under "Early Conversion of Subordinated Units" below.

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:



Early Conversion of Subordinated Units.Before the end of the subordination period, a portion of the
subordinated units may convert into common units on a one-for-one basis immediately after the distribution of available cash to partners in respect of any quarter ending on or
after:



The
early conversions will occur if, at the end of the applicable quarter, each of the three tests described above for terminating the subordination period are met. However, the early
conversion of the
second 25% of the subordinated units may not occur until at least one year following the early conversion of the first 25% of the subordinated units.

In
addition to the early conversion of subordinated units described above, 25% of the subordinated units may convert into common units on a one-for-one basis
prior to the end of the subordination period if at the end of a quarter ending on or after June 30, 2008 each of the following occurs:



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This
additional early conversion is a one time occurrence.

Finally,
25% of the subordinated units may convert into common units on a one-for-one basis prior to the end of the subordination period if at the end of a
quarter ending on or after June 30, 2009 each of the following occurs:



This
additional early conversion is a one time occurrence.

For
example, if we earn and pay at least $1.60 on each outstanding unit and general partner unit for each of the three four-quarter periods ending June 30, 2008, and
if we earn and pay at least $2.00 on each outstanding unit and general partner unit for each of the two four-quarter periods ending June 30, 2008, 50% of the subordinated units will
convert into common units with respect to the quarter ending June 30, 2008. If we then earn and pay at least $1.60 on each outstanding unit and general partner unit for each of the three
consecutive four-quarter periods ending June 30, 2009, and if we earn and pay at least $2.00 on each outstanding unit and general partner unit for each of the two
four-quarter periods ending June 30, 2009, the remaining 50% of the subordinated units will convert into common units.

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.

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 per unit 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

40

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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, 2007

Purchases of Securities.The following table covers the purchases of our common units by, or on
behalf of, Partners during the three months ended December 31, 2007.

|Period   |  | Total
Number of
Common
Units
Purchased |  | Average Price
Paid per
Common Unit |       | Total Number of
Common Units
Purchased as Part of
Publicly Announced
Plans or Programs |     | Maximum Number
of Common Units that
May Yet Be Purchased
Under the Plans or
Programs
|-------- |  | -------------------------------------- |  | ---------------------------------- | ----- | -------------------------------------------------------------------------------------- | --- | ------------------------------------------------------------------------------------
|October  |  | 280                                    |  | $                                  | 32.21 |                                                                                        | 280 |                                                                                     
|November |  | 280                                    |  | $                                  | 29.96 |                                                                                        | 280 |                                                                                     
|December |  | 280                                    |  | $                                  | 31.07 |                                                                                        | 280 |                                                                                     
|         |  |                                        |  |                                    |       |                                                                                        |     |                                                                                     
|         |  | 840                                    |  | $                                  | 31.08 |                                                                                        | 840 |                                                                                     
|         |  |                                        |  |                                    |       |                                                                                        |     |                                                                                     

All
repurchases were made in the open market pursuant to a program announced on May 7, 2007 for the repurchase, from time to time, of our outstanding common units for purposes of
making subsequent grants of restricted phantom units under the TransMontaigne Services Inc. long-term incentive plan to non-officer directors of our general partner.
Pursuant to the terms of the repurchase plan, we anticipate repurchasing annually up to 10,000 common units. During the three months ended December 31, 2007, we repurchased 840 common units
with approximately $26,100 of aggregate market value for this purpose. Unless we choose to terminate the repurchase program earlier, the repurchase program terminates on the earlier to occur of
May 31, 2012; our liquidation, dissolution, bankruptcy or insolvency; the public announcement of a tender or exchange offer for the common units; or a merger, acquisition, recapitalization,
business combination or other occurrence of a "Change of Control" under the TransMontaigne Services Inc. long-term incentive plan.

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ITEM 6.    SELECTED FINANCIAL DATA

The following table sets forth selected historical consolidated financial data of TransMontaigne Partners for the periods and as of the dates indicated. The
following selected financial data for the years ended December 31, 2007 and 2006, six months ended December 31, 2005 and for each of the years in the three-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.

|                                                 |  |   |          |   |   | Six Months
Ended
December 31,
2005(2)(3) |   | Years ended June 30, |        
|------------------------------------------------ |  | - | -------- | - | - | ---------------------------------------- | - | -------------------- | -------
|
|
|
|Statement of Operations Data:                    |  |   |          |   |   |                                          |   |                      |        
|Revenue                                          |  | $ | 131,651  |   | $ | 71,669                                   |   | $                    | 22,908 
|Direct operating costs and expenses              |  |   | (60,686  | ) |   | (32,508                                  | ) |                      | (7,896 
|Direct general and administrative expenses       |  |   | (2,991   | ) |   | (6,453                                   | ) |                      | (1,267 
|Allocated general and administrative expenses    |  |   | (9,901   | ) |   | (5,431                                   | ) |                      | (1,588 
|Allocated insurance                              |  |   | (2,837   | ) |   | (1,525                                   | ) |                      | (500   
|Reimbursement of bonus awards                    |  |   | (1,125   | ) |   |                                         |   |                      |       
|Depreciation and amortization                    |  |   | (21,432  | ) |   | (11,750                                  | ) |                      | (3,461 
|Gain on disposition of assets, net               |  |   |         |   |   |                                         |   |                      |       
|                                                 |  |   |          |   |   |                                          |   |                      |        
|Operating income                                 |  |   | 32,679   |   |   | 14,002                                   |   |                      | 8,196  
|Other income (expense):                          |  |   |          |   |   |                                          |   |                      |        
|Interest income                                  |  |   | 214      |   |   | 37                                       |   |                      | 4      
|Interest expense                                 |  |   | (6,515   | ) |   | (3,356                                   | ) |                      | (969   
|Amortization of deferred financing costs         |  |   | (1,236   | ) |   | (810                                     | ) |                      | (92    
|                                                 |  |   |          |   |   |                                          |   |                      |        
|Net earnings                                     |  | $ | 25,142   |   | $ | 9,873                                    |   | $                    | 7,139  
|                                                 |  |   |          |   |   |                                          |   |                      |        
|Other Financial Data:                            |  |   |          |   |   |                                          |   |                      |        
|Net cash provided by operating activities        |  | $ | 56,406   |   | $ | 25,251                                   |   | $                    | 7,833  
|Net cash (used) by investing activities          |  | $ | (155,550 | ) | $ | (163,797                                 | ) | $                    | (3,042 
|Net cash provided (used) by financing activities |  | $ | 97,286   |   | $ | 141,310                                  |   | $                    | (4,334 
|Balance Sheet Data:                              |  |   |          |   |   |                                          |   |                      |        
|Property, plant and equipment, net               |  | $ | 417,827  |   | $ | 401,613                                  |   | $                    | 125,884
|Total assets                                     |  | $ | 460,818  |   | $ | 441,684                                  |   | $                    | 131,036
|Long-term debt                                   |  | $ | 132,000  |   | $ | 189,621                                  |   | $                    | 28,000 
|Equity                                           |  | $ | 312,830  |   | $ | 245,331                                  |   | $                    | 100,013

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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, 2007, our
operations are composed of:



We
provide integrated terminaling, storage, transportation and related services for customers engaged in the distribution and marketing of light refined petroleum products, heavy refined
petroleum products, crude oil, chemicals, fertilizers and other liquid products including TransMontaigne Inc. and Morgan Stanley Capital Group Inc. Light refined products include
gasolines, diesel fuels, heating oil and jet fuels. Heavy refined products include residual fuel oils and asphalt.

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

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losses
arising from certain of 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 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.

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 58%, 60%, 70% and 64% of our revenue for the years ended December 31, 2007 and 2006, six months ended
December 31, 2005 and for the year ended June 30, 2005, respectively. TransMontaigne Inc., formed in 1995, is a terminaling, distribution and marketing company that distributes
and 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. Morgan Stanley Capital Group, a wholly owned subsidiary of Morgan
Stanley, 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. TransMontaigne Inc. and Morgan Stanley Capital Group currently rely on us to provide substantially all the integrated terminaling services they require to support their operations
along the Gulf Coast, in Brownsville, Texas, along the Mississippi and Ohio rivers, along the Colonial and Plantation pipelines, and in the Midwest. Pursuant to the terms of terminaling services
agreements we have executed with TransMontaigne Inc. and Morgan Stanley Capital Group, we expect to continue to derive a majority of our revenue from TransMontaigne Inc. and Morgan
Stanley Capital Group for the foreseeable future.

We
are controlled by our general partner, TransMontaigne GP L.L.C., which is an indirect wholly owned subsidiary of TransMontaigne Inc. Effective September 1, 2006,
Morgan Stanley Capital Group Inc. purchased all of the issued and outstanding capital stock of TransMontaigne Inc. 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 26.2% limited partner interest, a 2% general partner interest and the incentive distribution rights.

SIGNIFICANT DEVELOPMENTS DURING THE YEAR ENDED DECEMBER 31, 2007

On January 19, 2007, we announced a distribution of $0.43 per unit for the period from October 1, 2006 through December 31, 2006, payable on
February 7, 2007 to unitholders of record on January 31, 2007.

On
April 13, 2007, we filed a shelf registration statement with the Securities and Exchange Commission to issue up to $1.0 billion of common units and debt securities
pursuant to one or more offerings in the future.

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On
April 20, 2007, we announced a distribution of $0.47 per unit for the period from January 1, 2007 through March 31, 2007, payable on May 8, 2007 to
unitholders of record on April 30, 2007.

On
May 7, 2007, 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 non-executive directors of our general partner. As of December 31, 2007, we have repurchased 1,680 common units
pursuant to the program.

Effective
June 1, 2007, we entered into a terminaling services agreement with Morgan Stanley Capital Group that replaced our terminaling services agreement with
TransMontaigne Inc. relating to our Florida, Mt. Vernon, Missouri and Rogers, Arkansas terminals. The initial term expires on May 31, 2014. 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 prior to the end of the initial term or
the then current renewal term. Under this agreement, Morgan Stanley Capital Group has agreed to throughput a volume of refined product that will result in minimum throughput payments to us of
approximately $30.3 million for the contract year ending May 31, 2008; with stipulated annual increases in throughput payments each contract year thereafter.

On
May 23, 2007, we issued, pursuant to an underwritten public offering, 4.8 million common units representing limited partner interests at a public offering price of
$36.80 per common unit. On June 20, 2007, the underwriters of our secondary offering exercised a portion of their over-allotment option to purchase an additional 349,800 common
units representing limited partnership interests at a price of $36.80 per common unit. The net proceeds from the offering were approximately $179.9 million, after deducting underwriting
discounts, commissions, and offering expenses of approximately $9.6 million. Additionally, TransMontaigne GP L.L.C., our general partner,
made a cash contribution of approximately $3.9 million to us to maintain its 2% general partner interest.

On
May 23, 2007, we repaid in full our $75 million term loan outstanding under the senior secured credit facility.

On
July 12, 2007, we amended the senior secured credit facility to increase the amount of revolving credit permissible under the facility from $150 million to
$200 million.

On
July 20, 2007, we announced a distribution of $0.50 per unit for the period from April 1, 2007 through June 30, 2007, payable on August 7, 2007 to
unitholders of record on July 31, 2007.

On
September 18, 2007, we signed a binding letter of intent with Rio Vista Energy Partners L.P. ("Rio Vista") to acquire Rio Vista's LPG terminal facility in
Matamoras, Mexico; two pipelines, together with associated rights of way and easements, which run from Brownsville, Texas to Matamoras, Mexico; and a permit to distribute liquefied petroleum gas to
Mexico's state-owned petroleum company. On December 31, 2007, we closed on the Rio Vista acquisition for a cash payment of approximately $9.0 million.

On
October 19, 2007, we announced a distribution of $0.50 per unit for the period from July 1, 2007 through September 30, 2007, payable on November 6, 2007 to
unitholders of record on October 31, 2007.

On
December 31, 2007, we acquired from TransMontaigne Inc. the Southeast terminals for a cash payment of approximately $118.6 million. We financed the acquisition
through additional borrowings under our amended and restated senior secured credit facility. In connection with the acquisition of the Southeast terminals, we entered into a terminaling services
agreement with Morgan Stanley Capital Group. The terminaling services agreement commences on January 1, 2008 and has a seven-year term expiring on December 31, 2014, subject
to a seven-year renewal option at the election of Morgan Stanley Capital Group. Under this agreement, Morgan Stanley Capital Group has agreed to throughput a volume of refined product that
will result in minimum throughput payments to us of approximately

46

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$31.6 million
for the contract year ending December 31, 2008; with stipulated annual increases in throughput payments each contract year thereafter.

SUBSEQUENT EVENTS

On January 7, 2008, we announced changes to the board of directors and senior management team of TransMontaigne GP L.L.C., our general partner. The
following officer appointments became effective January 1, 2008: Gregory J. Pound as President and Chief Operating Officer of our general partner and operating subsidiaries;
Frederick W. Boutin as Chief Financial Officer of our general partner and operating subsidiaries; and Deborah A. Davis as Chief Accounting Officer of our general partner and operating
subsidiaries. Randall J. Larson will continue to serve as Chief Executive Officer of our general partner and operating subsidiaries. Also effective January 1, 2008, William S.
Dickey resigned as Executive Vice President, Chief Operating Officer and member of the board of directors of the general partner.

On
January 18, 2008, we announced a distribution of $0.52 per unit for the period from September 1, 2007 through December 31, 2007, payable on February 5,
2008 to unitholders of record on January 31, 2008.

At
the March 5, 2008 meeting of the board of directors of our general partner, Donald H. Anderson, D. Dale Shaffer and Rex L. Utsler resigned as members of the board of
directors, all to be effective March 17, 2008. In connection with their respective resignations, Messrs. Anderson, Shaffer and Utsler did not indicate that there were any disagreements
between any of them and us or members of the board of directors of our general partner regarding our operations, policies or procedures. These changes were requested by representatives of Morgan
Stanley Capital Group Inc. who serve on the board of directors of TransMontaigne Inc., which is the indirect owner of our general partner. To fill the resulting vacancies, the following
individuals were appointed to the board of directors of our general partner, effective March 17, 2008: Duke R. Ligon as an independent director and Olav Refvik and Stephen R. Munger as
affiliated directors. Mr. Munger was also appointed to serve as Chairman of the board of directors of our general partner. Based upon these appointments, and the anticipated appointment of a
new independent director to fill the vacancy created by the resignation of William S. Dickey as a director of our general partner effective January 1, 2008, the board of directors of our
general partner will be comprised of seven directors, three of who are affiliated directors and four of who are independent directors.

NATURE OF REVENUE AND EXPENSES

We derive revenue 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. Terminaling storage fees
generally are based on a rate per barrel of storage capacity per month and vary with the duration of the terminaling services agreement and the type of product.

47

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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 certain tank capacity at our Port
Everglades (South) terminal for a major oil company and receive a reimbursement of its proportionate share of operating and maintenance costs. We manage and operate for another major oil company two
terminals that are adjacent to our Southeast facilities and receive a reimbursement of its proportionate share of operating and maintenance costs. We also manage and operate for an affiliate of
Mexico's state-owned petroleum company a bi-directional products pipeline connected to our Brownsville, Texas terminal facility and receive a management fee and reimbursement of costs.

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 our affiliates resulting from the excess of product deposited by certain of our customers into our terminals over the
amount of product that the customer is contractually permitted to withdraw from those terminals.

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 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, 2007, our allowance for doubtful accounts was
approximately $150,000. 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, 2007, we have an accrued liability of
approximately $1.1 million 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.

48

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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. Pursuant
to the omnibus agreement and subsequent facilities purchase agreements with TransMontaigne Inc., 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 our date of acquisition from TransMontaigne Inc., up
to a maximum liability (not to exceed $15.0 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, not to exceed $15.0 million for the Brownsville and River terminals acquired on December 29, 2006, and not to exceed $15.0 million for the
Southeast terminals acquired on December 31, 2007) for these indemnification obligations (see Note 2 of Notes to consolidated financial statements).

RESULTS OF OPERATIONSYEARS ENDED DECEMBER 31, 2007 AND 2006, SIX MONTHS ENDED DECEMBER 31, 2005 AND YEAR ENDED JUNE 30, 2005

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 $135.0 million. On
December 31, 2007, we acquired from TransMontaigne Inc. 22 terminals along the Colonial and Plantation pipelines (the "Southeast terminals") for a cash payment of approximately
$118.6 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:



49

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Selected
results of operations data for each of the quarters in the years ended December 31, 2007 and 2006, six months ended December 31, 2005 and for the year ended
June 30, 2005, are summarized below (in thousands):

|                                              |                  | Three months ended |         |       |  
|--------------------------------------------- | ---------------- | ------------------ | ------- | ----- | -
|
|Revenue                                       |                  | $                  | 32,700  |       | $
|Direct operating costs and expenses           |                  |                    | (13,945 | )     |  
|Direct general and administrative expenses    |                  |                    | (894    | )     |  
|Allocated general and administrative expenses |                  |                    | (2,456  | )     |  
|Allocated insurance expense                   |                  |                    | (717    | )     |  
|Reimbursement of bonus awards                 |                  |                    |        |       |  
|Depreciation and amortization                 |                  |                    | (4,965  | )     |  
|                                              |                  |                    |         |       |  
|                                              | Operating income |                    |         | 9,723 |  
|Other expense, net                            |                  |                    | (3,911  | )     |  
|                                              |                  |                    |         |       |  
|                                              | Net earnings     |                    | $       | 5,812 |  
|                                              |                  |                    |         |       |  

|
|

|                                              |                  | Three months ended |        |       |  
|--------------------------------------------- | ---------------- | ------------------ | ------ | ----- | -
|
|Revenue                                       |                  | $                  | 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 |                    |        | 3,459 |  
|Other expense, net                            |                  |                    | (740   | )     |  
|                                              |                  |                    |        |       |  
|                                              | Net earnings     |                    | $      | 2,719 |  
|                                              |                  |                    |        |       |  

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|
|

|                                              |                  | Three months ended |        |       |  
|--------------------------------------------- | ---------------- | ------------------ | ------ | ----- | -
|
|
|Revenue                                       |                  | $                  | 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 expense, net                            |                  |                    | (509   | )     |  
|                                              |                  |                    |        |       |  
|                                              | Net earnings     |                    | $      | 3,373 |  
|                                              |                  |                    |        |       |  

|
|

|                                              |                  | Three months ended |        |       |  
|--------------------------------------------- | ---------------- | ------------------ | ------ | ----- | -
|
|Revenue                                       |                  | $                  | 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 expense, net                            |                  |                    |       |       |  
|                                              |                  |                    |        |       |  
|                                              | Net earnings     |                    | $      | 1,985 |  
|                                              |                  |                    |        |       |  

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

|                                            |         | Year ended
December 31,
2007 |         | Year ended
December 31,
2006 |   | Six months
ended
December 31,
2005 |        | Six months
ended
December 31,
2004 |        | Year ended
June 30,
2005
|------------------------------------------- | ------- | ---------------------------- | ------- | ---------------------------- | - | ---------------------------------- | ------ | ---------------------------------- | ------ | ------------------------
|Throughput and additive injection fees, net |         | $                            | 75,005  |                              | $ | 36,659                             |        | $                                  | 12,004 |                         
|Terminaling storage fees                    |         |                              | 34,901  |                              |   | 18,946                             |        |                                    | 5,270  |                         
|                                            |         |                              |         |                              |   |                                    |        |                                    |        |                         
|                                            |         |                              | 109,906 |                              |   | 55,605                             |        |                                    | 17,274 |                         
|Pipeline transportation fees                |         |                              | 1,996   |                              |   | 2,449                              |        |                                    | 1,226  |                         
|Management fees and reimbursed costs        |         |                              | 1,724   |                              |   | 1,521                              |        |                                    | 634    |                         
|Other                                       |         |                              | 18,025  |                              |   | 12,094                             |        |                                    | 3,774  |                         
|                                            |         |                              |         |                              |   |                                    |        |                                    |        |                         
|                                            | Revenue |                              | $       | 131,651                      |   | $                                  | 71,669 |                                    | $      | 22,908                  
|                                            |         |                              |         |                              |   |                                    |        |                                    |        |                         

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The
revenue of our business segments was as follows (in thousands):

|                                               |         | Year ended
December 31,
2007 |        | Year ended
December 31,
2006 |   | Six months
ended
December 31,
2005 |        | Six months
ended
December 31,
2004 |        | Year ended
June 30,
2005
|---------------------------------------------- | ------- | ---------------------------- | ------ | ---------------------------- | - | ---------------------------------- | ------ | ---------------------------------- | ------ | ------------------------
|Gulf Coast terminals                           |         | $                            | 44,669 |                              | $ | 40,037                             |        | $                                  | 19,773 |                         
|Midwest terminals and pipeline system          |         |                              | 5,797  |                              |   | 6,783                              |        |                                    | 3,135  |                         
|Brownsville terminal (since September 1, 2006) |         |                              | 15,672 |                              |   | 4,248                              |        |                                    |       |                         
|River terminals (since September 1, 2006)      |         |                              | 19,511 |                              |   | 5,717                              |        |                                    |       |                         
|Southeast terminals (since September 1, 2006)  |         |                              | 46,002 |                              |   | 14,884                             |        |                                    |       |                         
|                                               |         |                              |        |                              |   |                                    |        |                                    |        |                         
|                                               | Revenue |                              | $      | 131,651                      |   | $                                  | 71,669 |                                    | $      | 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 years ended December 31, 2007 and 2006 and the six months ended December 31, 2005, the Mobile terminal
contributed approximately $2.5 million, $3.7 million and $1.4 million, respectively, in revenue.

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 years ended December 31, 2007 and 2006 and the six months ended December 31, 2005, the Oklahoma City terminal contributed
approximately $0.9 million, $1.1 million and $0.2 million, respectively, in revenue.

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.

Effective
December 31, 2007, we acquired the Southeast terminals from TransMontaigne Inc. The Southeast terminals 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 certain of 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

52

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rack
at our terminals. The throughput and additive injection fees, net by business segments were as follows (in thousands):

|                                               |                                             | Year ended
December 31,
2007 |        | Year ended
December 31,
2006 |   | Six months
ended
December 31,
2005 |        | Six months
ended
December 31,
2004 |        | Year ended
June 30,
2005
|---------------------------------------------- | ------------------------------------------- | ---------------------------- | ------ | ---------------------------- | - | ---------------------------------- | ------ | ---------------------------------- | ------ | ------------------------
|Gulf Coast terminals                           |                                             | $                            | 28,683 |                              | $ | 21,523                             |        | $                                  | 10,807 |                         
|Midwest terminals and pipeline system          |                                             |                              | 2,976  |                              |   | 3,027                              |        |                                    | 1,197  |                         
|Brownsville terminal (since September 1, 2006) |                                             |                              | 6,590  |                              |   | 1,351                              |        |                                    |       |                         
|River terminals (since September 1, 2006)      |                                             |                              | 3,891  |                              |   | 1,221                              |        |                                    |       |                         
|Southeast terminals (since September 1, 2006)  |                                             |                              | 32,865 |                              |   | 9,537                              |        |                                    |       |                         
|                                               |                                             |                              |        |                              |   |                                    |        |                                    |        |                         
|                                               | Throughput and additive injection fees, net |                              | $      | 75,005                       |   | $                                  | 36,659 |                                    | $      | 12,004                  
|                                               |                                             |                              |        |                              |   |                                    |        |                                    |        |                         

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. Effective January 1, 2007, we amended our Terminal Services
Agreement with TransMontaigne Inc. to include a minimum monthly throughput fee associated with certain tank capacity at our Florida terminals. Effective April 1, 2007, we entered into a
Terminaling Services Agreement with TransMontaigne Inc. for additional tank capacity at our Florida terminals. Effective June 1, 2007, we entered into a Terminaling Services Agreement
with Morgan Stanley Capital Group that replaced our terminaling services agreement with TransMontaigne Inc. relating to our Florida, Mt. Vernon, Missouri and Rogers, Arkansas terminals.

The
cumulative effect of the changes to these Terminaling Services Agreements resulted in approximately $6.9 million of additional throughput and additive injection fees, net for
the year ended December 31, 2007 as compared to the year ended December 31, 2006.

Effective
June 1, 2005, we converted the fees charged on heavy oil volumes included in our Terminaling Services Agreement with TransMontaigne Inc. at our Gulf Coast
terminals from a storage agreement to a throughput agreement. The throughput fees charged on heavy oil volumes were approximately
$9.8 million for the year ended December 31, 2007, $6.4 million for the year ended December 31, 2006, $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 throughput and additive injection fees, net for the years ended December 31, 2007 and 2006, six months ended December 31, 2005, and for the year ended
June 30, 2005 are fees charged to TransMontaigne Inc. and Morgan Stanley Capital Group of approximately $60.1 million, $30.6 million, $11.5 million, and
$11.8 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 rate per barrel

53

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

|                                               |                          | Year ended
December 31,
2007 |        | Year ended
December 31,
2006 |   | Six months
ended
December 31,
2005 |        | Six months
ended
December 31,
2004 |       | Year ended
June 30,
2005
|---------------------------------------------- | ------------------------ | ---------------------------- | ------ | ---------------------------- | - | ---------------------------------- | ------ | ---------------------------------- | ----- | ------------------------
|Gulf Coast terminals                           |                          | $                            | 9,872  |                              | $ | 10,786                             |        | $                                  | 5,270 |                         
|Midwest terminals and pipeline system          |                          |                              |       |                              |   |                                   |        |                                    |      |                         
|Brownsville terminal (since September 1, 2006) |                          |                              | 5,209  |                              |   | 1,967                              |        |                                    |      |                         
|River terminals (since September 1, 2006)      |                          |                              | 15,051 |                              |   | 4,315                              |        |                                    |      |                         
|Southeast terminals (since September 1, 2006)  |                          |                              | 4,769  |                              |   | 1,878                              |        |                                    |      |                         
|                                               |                          |                              |        |                              |   |                                    |        |                                    |       |                         
|                                               | Terminaling storage fees |                              | $      | 34,901                       |   | $                                  | 18,946 |                                    | $     | 5,270                   
|                                               |                          |                              |        |                              |   |                                    |        |                                    |       |                         

Effective
April 1, 2007, certain Florida terminal storage agreements with third party customers expired, resulting in a decline of approximately $1.9 million in terminaling
storage fees for the year ended December 31, 2007. Upon expiration of these agreements, we granted TransMontaigne Inc. (and subsequently Morgan Stanley Capital Group) the right to
throughput additional products utilizing that tank capacity pursuant to their Terminaling Services Agreement.

Included
in terminaling storage fees for the years ended December 31, 2007 and 2006, six months ended December 31, 2005 and for the year ended June 30, 2005 are fees
charged to TransMontaigne Inc. and Morgan Stanley Capital Group of approximately $3.1 million, $0.6 million, $nil, and $8.4 million, respectively.

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 years ended December 31, 2007 and 2006, six months ended December 31, 2005, and for the year ended June 30, 2005, are fees charged to
TransMontaigne Inc. and Morgan Stanley Capital Group of approximately $2.0 million, $2.4 million, $1.2 million, and $2.2 million, respectively.

Management Fees and Reimbursed Costs.We manage and operate for a major oil company certain tank
capacity at one of our Florida terminals and receive a reimbursement of their proportionate share of operating and maintenance costs. We manage and operate for another major oil company two terminals
that are adjacent to our Southeast facilities and receive a reimbursement of their proportionate share of operating and maintenance costs. We also manage and operate for an affiliate of Mexico's
state-owned petroleum 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. For the year ended
December 31, 2006, we recognized management fees of approximately $756,000 for managing and operating certain tank capacity on

54

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behalf
of TransMontaigne Inc. The management fees and reimbursed costs by business segments were as follows (in thousands):

|                                               |                                      | Year ended
December 31,
2007 |       | Year ended
December 31,
2006 |   | Six months
ended
December 31,
2005 |       | Six months
ended
December 31,
2004 |     | Year ended
June 30,
2005
|---------------------------------------------- | ------------------------------------ | ---------------------------- | ----- | ---------------------------- | - | ---------------------------------- | ----- | ---------------------------------- | --- | ------------------------
|Gulf Coast terminals                           |                                      | $                            | 165   |                              | $ | 954                                |       | $                                  | 634 |                         
|Midwest terminals and pipeline system          |                                      |                              |      |                              |   |                                   |       |                                    |    |                         
|Brownsville terminal (since September 1, 2006) |                                      |                              | 1,171 |                              |   | 365                                |       |                                    |    |                         
|River terminals (since September 1, 2006)      |                                      |                              |      |                              |   |                                   |       |                                    |    |                         
|Southeast terminals (since September 1, 2006)  |                                      |                              | 388   |                              |   | 202                                |       |                                    |    |                         
|                                               |                                      |                              |       |                              |   |                                    |       |                                    |     |                         
|                                               | Management fees and reimbursed costs |                              | $     | 1,724                        |   | $                                  | 1,521 |                                    | $   | 634                     
|                                               |                                      |                              |       |                              |   |                                    |       |                                    |     |                         

Included
in management fees and reimbursed costs for the years ended December 31, 2007 and 2006, six months ended December 31, 2005, and for the year ended June 30,
2005, are fees charged to TransMontaigne Inc. of approximately $nil, $0.8 million, $0.6 million, and $0.1 million, respectively.

Other Revenue.We provide ancillary services including heating and mixing of stored products, product
transfer services, railcar handling, wharfage fees and vapor recovery fees. We also recognize gains from the sale of product to our affiliates resulting from the excess of product deposited by certain
of 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,
2007 |       | Year ended
December 31,
2006 |   | Six months
ended
December 31,
2005 |        | Six months
ended
December 31,
2004 |       | Year ended
June 30,
2005
|---------------------------------------------- | ------------- | ---------------------------- | ----- | ---------------------------- | - | ---------------------------------- | ------ | ---------------------------------- | ----- | ------------------------
|Gulf Coast terminals                           |               | $                            | 5,949 |                              | $ | 6,774                              |        | $                                  | 3,062 |                         
|Midwest terminals and pipeline system          |               |                              | 825   |                              |   | 1,307                              |        |                                    | 712   |                         
|Brownsville terminal (since September 1, 2006) |               |                              | 2,702 |                              |   | 565                                |        |                                    |      |                         
|River terminals (since September 1, 2006)      |               |                              | 569   |                              |   | 181                                |        |                                    |      |                         
|Southeast terminals (since September 1, 2006)  |               |                              | 7,980 |                              |   | 3,267                              |        |                                    |      |                         
|                                               |               |                              |       |                              |   |                                    |        |                                    |       |                         
|                                               | Other revenue |                              | $     | 18,025                       |   | $                                  | 12,094 |                                    | $     | 3,774                   
|                                               |               |                              |       |                              |   |                                    |        |                                    |       |                         

Effective
September 1, 2006, we amended our Terminaling Services Agreement with TransMontaigne Inc. to eliminate the retention by us of a loss allowance on product receipts
at our Florida terminals. We continue to retain a loss allowance on product receipts at our Mobile and Oklahoma City terminals. The value of product retained under loss allowance provisions in our
terminaling services agreement with customers was approximately $1.1 million, $3.3 million, $1.7 million, and $nil for the years ended December 31, 2007 and 2006, six
months ended December 31, 2005, and for the year ended June 30, 2005, respectively.

55

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Included in other revenue for the years ended December 31, 2007 and 2006, six months ended December 31, 2005, and for the year ended June 30, 2005, are product
gains, including product retained under loss allowance provisions in our terminaling services agreements with customers, of approximately $10.5 million, $8.7 million,
$3.3 million, and $1.4 million, respectively.

We
charge fees to our customers for heating certain products stored at our terminals. Included in other revenue for the years ended December 31, 2007 and 2006, six months ended
December 31, 2005, and for the year ended June 30, 2005, are fees charged for the recovery of utility costs to heat certain products stored at our terminals of approximately
$4.4 million, $2.5 million, $0.3 million, and $1.8 million, respectively.

Included
in other revenue for the years ended December 31, 2007 and 2006, six months ended December 31, 2005, and for the year ended June 30, 2005, are fees charged
to TransMontaigne Inc. and Morgan Stanley Capital Group of approximately $11.8 million, $8.7 million, $2.8 million, and $0.6 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,
2007 |        | Year ended
December 31,
2006 |   | Six months
ended
December 31,
2005 |        | Six months
ended
December 31,
2004 |       | Year ended
June 30,
2005
|---------------------------------------------------- | ----------------------------------- | ---------------------------- | ------ | ---------------------------- | - | ---------------------------------- | ------ | ---------------------------------- | ----- | ------------------------
|Wages and employee benefits                          |                                     | $                            | 18,189 |                              | $ | 9,330                              |        | $                                  | 2,700 |                         
|Utilities and communication charges                  |                                     |                              | 7,290  |                              |   | 4,169                              |        |                                    | 1,047 |                         
|Repairs and maintenance                              |                                     |                              | 22,116 |                              |   | 11,560                             |        |                                    | 1,748 |                         
|Office, rentals and property taxes                   |                                     |                              | 5,989  |                              |   | 3,318                              |        |                                    | 1,187 |                         
|Vehicles and fuel costs                              |                                     |                              | 2,575  |                              |   | 2,042                              |        |                                    | 794   |                         
|Environmental compliance costs                       |                                     |                              | 3,754  |                              |   | 2,308                              |        |                                    | 317   |                         
|Other                                                |                                     |                              | 824    |                              |   | 669                                |        |                                    | 103   |                         
|Lessproperty and environmental insurance recoveries |                                     |                              | (51    | )                            |   | (888                               | )      |                                    |      |                         
|                                                     |                                     |                              |        |                              |   |                                    |        |                                    |       |                         
|                                                     | Direct operating costs and expenses |                              | $      | 60,686                       |   | $                                  | 32,508 |                                    | $     | 7,896                   
|                                                     |                                     |                              |        |                              |   |                                    |        |                                    |       |                         

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

|                                               |                                     | Year ended
December 31,
2007 |        | Year ended
December 31,
2006 |   | Six months
ended
December 31,
2005 |        | Six months
ended
December 31,
2004 |       | Year ended
June 30,
2005
|---------------------------------------------- | ----------------------------------- | ---------------------------- | ------ | ---------------------------- | - | ---------------------------------- | ------ | ---------------------------------- | ----- | ------------------------
|Gulf Coast terminals                           |                                     | $                            | 18,711 |                              | $ | 19,123                             |        | $                                  | 7,123 |                         
|Midwest terminals and pipeline system          |                                     |                              | 2,519  |                              |   | 2,117                              |        |                                    | 773   |                         
|Brownsville terminal (since September 1, 2006) |                                     |                              | 9,039  |                              |   | 2,586                              |        |                                    |      |                         
|River terminals (since September 1, 2006)      |                                     |                              | 6,716  |                              |   | 2,365                              |        |                                    |      |                         
|Southeast terminals (since September 1, 2006)  |                                     |                              | 23,701 |                              |   | 6,317                              |        |                                    |      |                         
|                                               |                                     |                              |        |                              |   |                                    |        |                                    |       |                         
|                                               | Direct operating costs and expenses |                              | $      | 60,686                       |   | $                                  | 32,508 |                                    | $     | 7,896                   
|                                               |                                     |                              |        |                              |   |                                    |        |                                    |       |                         

56

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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 years ended December 31, 2007 and 2006 and the six months ended December 31, 2005, the Mobile terminal
contributed approximately $1.2 million, $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 years ended December 31, 2007 and 2006 and the six months ended December 31, 2005, the Oklahoma City terminal contributed
approximately $0.6 million, $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.

Effective
December 31, 2007, we acquired the Southeast terminals from TransMontaigne Inc. The Southeast terminals 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 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):

|                                                                                                |                                            | Year ended
December 31,
2007 |       | Year ended
December 31,
2006 |   | Six months
ended
December 31,
2005 |       | Six months
ended
December 31,
2004 |     | Year ended
June 30,
2005
|----------------------------------------------------------------------------------------------- | ------------------------------------------ | ---------------------------- | ----- | ---------------------------- | - | ---------------------------------- | ----- | ---------------------------------- | --- | ------------------------
|Accounting and tax expenses                                                                     |                                            | $                            | 1,268 |                              | $ | 1,099                              |       | $                                  | 478 |                         
|Legal expenses                                                                                  |                                            |                              | 1,054 |                              |   | 631                                |       |                                    | 296 |                         
|Independent director fees and investor relations expenses                                       |                                            |                              | 322   |                              |   | 291                                |       |                                    | 60  |                         
|Amortization of deferred equity-based compensation                                              |                                            |                              | 66    |                              |   | 610                                |       |                                    | 323 |                         
|Acceleration of vesting of all outstanding restricted phantom units and restricted common units |                                            |                              |      |                              |   | 3,258                              |       |                                    |    |                         
|Provision for potentially uncollectible accounts receivable                                     |                                            |                              | 83    |                              |   | 75                                 |       |                                    |    |                         
|Other                                                                                           |                                            |                              | 198   |                              |   | 489                                |       |                                    | 110 |                         
|                                                                                                |                                            |                              |       |                              |   |                                    |       |                                    |     |                         
|                                                                                                | Direct general and administrative expenses |                              | $     | 2,991                        |   | $                                  | 6,453 |                                    | $   | 1,267                   
|                                                                                                |                                            |                              |       |                              |   |                                    |       |                                    |     |                         

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 $9.9 million for the year ended
December 31, 2007, $5.4 million for the year ended December 31, 2006, $1.6 million for the six months ended December 31, 2005, $1.4 million for the six

57

---



months
ended December 31, 2004, and $2.8 million for the year ended June 30, 2005. For the year ended December 31, 2007, allocated general and administrative expenses
include approximately $2.9 million related to the Southeast terminals. For the year ended December 31, 2006, allocated general and administrative expenses include approximately
$1.2 million related to the Brownsville and River terminals and $0.9 million related to the Southeast 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 $2.8 million for
the year ended December 31, 2007, $1.5 million for the year ended December 31, 2006, $0.5 million for the six months ended December 31, 2005, $0.5 million for
the six months ended December 31, 2004, and $1.0 million for the year ended June 30, 2005. For the year ended December 31, 2007, allocated insurance expense includes
approximately $1.2 million related to the Southeast terminals. For the year ended December 31, 2006, allocated insurance expense includes approximately $0.2 million related to the
Brownsville and River terminals and $0.3 million related to the Southeast terminals.

The
accompanying consolidated financial statements also include amounts paid to TransMontaigne Services Inc. as a partial reimbursement of bonus awards granted by TransMontaigne
Services Inc. to certain key officers and employees that vest over future service periods. The reimbursement of bonus awards were approximately $1.1 million for the year ended
December 31, 2007.

Depreciation
and amortization expense was approximately $21.4 million for the year ended December 31, 2007, $11.8 million for the year ended December 31,
2006, $3.5 million for the six months ended December 31, 2005, $3.0 million for the six months ended December 31, 2004, and $6.2 million for the year ended
June 30, 2005. For the year ended December 31, 2007, depreciation and amortization expense includes approximately $8.1 million related to the Southeast terminals. For the year
ended December 31, 2006, depreciation and amortization expense includes approximately $1.8 million related to the Brownsville and River terminals and $2.6 million related to the
Southeast 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.

On
May 23, 2007, we issued, pursuant to an underwritten public offering, 4.8 million common units representing limited partner interests at a public offering price of
$36.80 per common unit. On June 20, 2007, the underwriters of our secondary offering exercised a portion of their over-allotment option to purchase an additional 349,800 common
units representing limited partnership interests at a price of $36.80 per common unit. The net proceeds from the offering are approximately $179.9 million, after deducting underwriting
discounts, commissions, and offering expenses of approximately $9.6 million. Additionally, TransMontaigne GP L.L.C., our general partner, made a cash contribution of approximately
$3.9 million to us to maintain its 2% general partner interest.

Excluding
acquisitions, capital expenditures for the years ended December 31, 2007 and 2006, six months ended December 31, 2005 and for the year ended June 30, 2005,
were approximately $28.0 million, $11.3 million, $1.2 million and $3.7 million, respectively, for terminal and pipeline facilities and assets to support these facilities.
Excluding acquisitions, capital expenditures during the year ending December 31, 2008, are estimated to range from $45 million to $55 million, which includes

58

---



approximately
$6.3 million of capital expenditures to maintain our existing facilities. The budgeted capital projects include the following:

|Terminal        |  | Description of project                            |  | Incremental
storage
capacity |  | Expected
completion
|--------------- |  | ------------------------------------------------- |  | ---------------------------- |  | -------------------
|
|Brownsville     |  | Increase LPG tank capacity                        |  | 19,000                       |  | 1H 2008            
|Gulf Coast      |  | Renewable fuels blending functionality            |  |                              |  | 2H 2008            
|Tampa           |  | Increase light oil tank capacity                  |  | 250,000                      |  | 2H 2008            
|                |  | Improve truck rack capacity and functionality     |  |                              |  | 2H 2009            
|Port Everglades |  | Increase light oil and residual oil tank capacity |  | 975,000                      |  | 2H 2009            
|                |  | Improve truck rack capacity and functionality     |  |                              |  | 2H 2009            
|Southeast       |  | Renewable fuels blending functionality            |  |                              |  | 2H 2009            

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 with a consortium of lending institutions. At December 31, 2007
and 2006, our outstanding borrowings under the senior secured credit facility were approximately $132.0 million and $189.6 million, respectively. At December 31, 2007 and 2006,
our outstanding letters of credit were approximately $130,000 and $210,000, respectively.

At
December 31, 2006, the senior secured credit facility was composed of a $75 million term loan facility and a $150 million revolving credit facility. During the
year ended December 31, 2007, we repaid the $75 million term loan outstanding under the senior secured credit facility with a portion of the proceeds from our May 2007 secondary offering
of common units. On July 12, 2007, we amended the senior secured credit facility to increase the maximum amount of the revolving credit line from $150 million to $200 million. At
December 31, 2007, the senior secured credit facility provides for a maximum borrowing line of credit equal to the lesser of (i) $200 million and (ii) four times
Consolidated EBITDA (as defined: $212 million at December 31, 2007). In addition, at our request, the revolving loan commitment can be increased up to an additional $50 million,
in the aggregate, without the approval of the lenders, but subject to the approval of the administrative agent and the receipt of additional commitments from one or more lenders. 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. 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

59

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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 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 credit facility are (i) a total leverage ratio test (not to exceed 4.5 times), (ii) a senior secured leverage ratio test (not to exceed 4.0 times),
and (iii) a minimum interest coverage ratio test (not to be less than 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."

60

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The
calculation of the "total leverage ratio," "senior secured leverage ratio" and "interest coverage ratio" contained in the senior secured credit facility is as follows (in thousands,
except ratios):

|                                                                                                |  | Three Months Ended |        | Twelve Months Ended |  
|----------------------------------------------------------------------------------------------- |  | ------------------ | ------ | ------------------- | -
|
|Financial performance debt covenant test:                                                       |  |                    |        |                     |  
|Consolidated EBITDA for the total leverage ratio, as stipulated in the credit facility          |  | $                  | 13,595 |                     | $
|Consolidated funded indebtedness                                                                |  |                    |        |                     |  
|Total leverage ratio and senior secured leverage ratio                                          |  |                    |        |                     |  
|Consolidated EBITDA for the interest coverage ratio                                             |  | $                  | 9,361  |                     | $
|Consolidated interest expense, as stipulated in the credit facility                             |  | $                  | 3,783  |                     | $
|Interest coverage ratio                                                                         |  |                    |        |                     |  
|Reconciliation of Consolidated EBITDA to cash flows provided by (used in) operating activities: |  |                    |        |                     |  
|Consolidated EBITDA for total leverage ratio                                                    |  | $                  | 13,595 |                     | $
|Less pro forma adjustments                                                                      |  |                    | (4,234 | )                   |  
|                                                                                                |  |                    |        |                     |  
|Consolidated EBITDA for interest coverage ratio                                                 |  |                    | 9,361  |                     |  
|Consolidated interest expense                                                                   |  |                    | (3,783 | )                   |  
|Effects of our acquisition of Southeast terminals                                               |  |                    |       |                     |  
|Amounts due under long-term terminaling services agreements                                     |  |                    |       |                     |  
|Change in operating assets and liabilities                                                      |  |                    | (2,843 | )                   |  
|                                                                                                |  |                    |        |                     |  
|Cash flows provided by operating activities                                                     |  | $                  | 2,735  |                     | $
|                                                                                                |  |                    |        |                     |  

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.

61

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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, 2007, 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, 2007, our outstanding letters of
credit were approximately $0.1 million.

See
Notes 2, 9, 10 and 13 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, 2007, we had outstanding borrowings of $132.0 million under our senior secured credit
facility. Based on the outstanding balance of our variable-interest-rate debt at December 31, 2007, and assuming market interest rates increase or decrease by 100 basis points, the
potential annual increase or decrease in interest expense is approximately $1.3 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 certain of 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 Morgan Stanley Capital
Group. As a result, we do not have a material direct exposure to commodity price fluctuations.

62

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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                                                                                                                                                |  | 64
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --
|Consolidated balance sheets as of December 31, 2007, 2006 and 2005                                                                                                                                     |  | 65
|Consolidated statements of operations for the years ended December 31, 2007 and 2006, six months ended December 31, 2005, six months ended December 31, 2004
(unaudited), and year ended June 30, 2005 |  | 66
|Consolidated statements of partners' equity for the years ended December 31, 2007 and 2006, six months ended December 31, 2005 and year ended June 30,
2005                                            |  | 67
|Consolidated statements of cash flows for the years ended December 31, 2007 and 2006, six months ended December 31, 2005, six months ended December 31, 2004
(unaudited), and year ended June 30, 2005 |  | 68
|Notes to consolidated financial statements                                                                                                                                                             |  | 69

63

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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 the accompanying consolidated balance sheets of TransMontaigne Partners L.P. and subsidiaries (Company) as of December 31, 2007, 2006 and 2005, and the
related consolidated statements of operations, partners' equity, and cash flows for the years ended December 31, 2007 and 2006, the six months ended December 31, 2005, and for the year
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, 2007, 2006 and 2005, and the results of their operations and their cash flows for the years ended December 31, 2007 and 2006, the six months ended
December 31, 2005, and for the year 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, 2007, based on criteria established inInternal ControlIntegrated
Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 7, 2008 expressed an unqualified opinion on
the effectiveness of the Company's internal control over financial reporting.



Denver,
Colorado
March 7, 2008

64

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

|                                   |                                                                                                                                                                                           | December 31,
2007         |         | December 31,
2006 |         | December 31,
2005
|---------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------- | ------- | ----------------- | ------- | -----------------
|ASSETS                             |                                                                                                                                                                                           |                           |         |                   |         |                  
|Current assets:                    |                                                                                                                                                                                           |                           |         |                   |         |                  
|                                   | Cash and cash equivalents                                                                                                                                                                 |                           | $       | 1,604             |         | $                
|                                   | Trade accounts receivable, net                                                                                                                                                            |                           |         | 4,409             |         |                  
|                                   | Due from TransMontaigne Inc. and Morgan Stanley Capital Group                                                                                                                             |                           |         | 2,708             |         |                  
|                                   | Other current assets                                                                                                                                                                      |                           |         | 2,874             |         |                  
|                                   |                                                                                                                                                                                           |                           |         |                   |         |                  
|                                   |                                                                                                                                                                                           |                           | 11,595  |                   |         | 10,002           
|Property, plant and equipment, net |                                                                                                                                                                                           |                           | 417,827 |                   |         | 401,613          
|Goodwill                           |                                                                                                                                                                                           |                           | 24,737  |                   |         | 23,235           
|Other assets, net                  |                                                                                                                                                                                           |                           | 6,659   |                   |         | 6,834            
|                                   |                                                                                                                                                                                           |                           |         |                   |         |                  
|                                   |                                                                                                                                                                                           | $                         | 460,818 |                   | $       | 441,684          
|                                   |                                                                                                                                                                                           |                           |         |                   |         |                  
|LIABILITIES AND EQUITY             |                                                                                                                                                                                           |                           |         |                   |         |                  
|Current liabilities:               |                                                                                                                                                                                           |                           |         |                   |         |                  
|                                   | Trade accounts payable                                                                                                                                                                    |                           | $       | 2,545             |         | $                
|                                   | Accrued liabilities                                                                                                                                                                       |                           |         | 13,443            |         |                  
|                                   |                                                                                                                                                                                           |                           |         |                   |         |                  
|                                   |                                                                                                                                                                                           | Total current liabilities |         |                   | 15,988  |                  
|Long-term debt                     |                                                                                                                                                                                           |                           | 132,000 |                   |         | 189,621          
|                                   |                                                                                                                                                                                           |                           |         |                   |         |                  
|                                   |                                                                                                                                                                                           | Total liabilities         |         |                   | 147,988 |                  
|                                   |                                                                                                                                                                                           |                           |         |                   |         |                  
|Partners' equity:                  |                                                                                                                                                                                           |                           |         |                   |         |                  
|                                   | Predecessor equity                                                                                                                                                                        |                           |         |                  |         |                  
|                                   | Common unitholders (9,122,300 units, 3,972,500 units and 3,972,500 units issued and outstanding at December 31, 2007, 2006 and 2005, respectively)                                        |                           |         | 250,351           |         |                  
|                                   | Subordinated unitholders (3,322,266 units issued and outstanding at December 31, 2007, 2006 and 2005, respectively)                                                                       |                           |         | 58,819            |         |                  
|                                   | General partner interest (2% interest with 253,971 equivalent units, 148,873 equivalent units and 148,873 equivalent units outstanding at December 31, 2007, 2006 and 2005, respectively) |                           |         | 3,660             |         |                  
|                                   |                                                                                                                                                                                           |                           |         |                   |         |                  
|                                   |                                                                                                                                                                                           | Total partners' equity    |         |                   | 312,830 |                  
|                                   |                                                                                                                                                                                           |                           |         |                   |         |                  
|                                   |                                                                                                                                                                                           | $                         | 460,818 |                   | $       | 441,684          
|                                   |                                                                                                                                                                                           |                           |         |                   |         |                  

See
accompanying notes to consolidated financial statements.

65

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

|                                                           |                                               | Year ended December 31, 2007      |         | Year ended December 31, 2006 |        | Six months ended December 31, 2005 |         | Six months ended December 31, 2004 |        | Year ended June 30, 2005 |       
|---------------------------------------------------------- | --------------------------------------------- | --------------------------------- | ------- | ---------------------------- | ------ | ---------------------------------- | ------- | ---------------------------------- | ------ | ------------------------ | ------
|
|Revenue:                                                   |                                               |                                   |         |                              |        |                                    |         |                                    |        |                          |       
|                                                           | External customers                            |                                   | $       | 54,711                       |        | $                                  | 28,612  |                                    | $      | 6,805                    |       
|                                                           | Affiliates                                    |                                   |         | 76,940                       |        |                                    | 43,057  |                                    |        | 16,103                   |       
|                                                           |                                               |                                   |         |                              |        |                                    |         |                                    |        |                          |       
|                                                           |                                               |                                   | 131,651 |                              |        | 71,669                             |         |                                    | 22,908 |                          |       
|                                                           |                                               |                                   |         |                              |        |                                    |         |                                    |        |                          |       
|Costs and expenses:                                        |                                               |                                   |         |                              |        |                                    |         |                                    |        |                          |       
|                                                           | Direct operating costs and expenses           |                                   |         | (60,686                      | )      |                                    | (32,508 | )                                  |        | (7,896                   | )     
|                                                           | Direct general and administrative expenses    |                                   |         | (2,991                       | )      |                                    | (6,453  | )                                  |        | (1,267                   | )     
|                                                           | Allocated general and administrative expenses |                                   |         | (9,901                       | )      |                                    | (5,431  | )                                  |        | (1,588                   | )     
|                                                           | Allocated insurance expense                   |                                   |         | (2,837                       | )      |                                    | (1,525  | )                                  |        | (500                     | )     
|                                                           | Reimbursement of bonus awards                 |                                   |         | (1,125                       | )      |                                    |        |                                    |        |                         |       
|                                                           | Depreciation and amortization                 |                                   |         | (21,432                      | )      |                                    | (11,750 | )                                  |        | (3,461                   | )     
|                                                           |                                               |                                   |         |                              |        |                                    |         |                                    |        |                          |       
|                                                           |                                               | Operating income                  |         |                              | 32,679 |                                    |         | 14,002                             |        |                          | 8,196 
|                                                           |                                               |                                   |         |                              |        |                                    |         |                                    |        |                          |       
|Other income (expense):                                    |                                               |                                   |         |                              |        |                                    |         |                                    |        |                          |       
|                                                           | Interest income                               |                                   |         | 214                          |        |                                    | 37      |                                    |        | 4                        |       
|                                                           | Interest expense                              |                                   |         | (6,515                       | )      |                                    | (3,356  | )                                  |        | (969                     | )     
|                                                           | Amortization of deferred financing costs      |                                   |         | (1,236                       | )      |                                    | (810    | )                                  |        | (92                      | )     
|                                                           |                                               |                                   |         |                              |        |                                    |         |                                    |        |                          |       
|                                                           |                                               | Total other income (expense), net |         |                              | (7,537 | )                                  |         | (4,129                             | )      |                          | (1,057
|                                                           |                                               |                                   |         |                              |        |                                    |         |                                    |        |                          |       
|                                                           |                                               | Net earnings                      |         |                              | 25,142 |                                    |         | 9,873                              |        |                          | 7,139 
|Less:                                                      |                                               |                                   |         |                              |        |                                    |         |                                    |        |                          |       
|                                                           | Net earnings attributable to predecessor      |                                   |         | (10,044                      | )      |                                    | (6,607  | )                                  |        | (472                     | )     
|                                                           | General partner interest in net earnings      |                                   |         | (302                         | )      |                                    | (66     | )                                  |        | (133                     | )     
|                                                           |                                               |                                   |         |                              |        |                                    |         |                                    |        |                          |       
|Net earnings allocable to limited partners                 |                                               | $                                 | 14,796  |                              | $      | 3,200                              |         | $                                  | 6,534  |                          | $     
|                                                           |                                               |                                   |         |                              |        |                                    |         |                                    |        |                          |       
|Net earnings per limited partner unitbasic                |                                               | $                                 | 1.42    |                              | $      | 0.44                               |         | $                                  | 0.90   |                          | $     
|                                                           |                                               |                                   |         |                              |        |                                    |         |                                    |        |                          |       
|Net earnings per limited partner unitdiluted              |                                               | $                                 | 1.42    |                              | $      | 0.44                               |         | $                                  | 0.90   |                          | $     
|                                                           |                                               |                                   |         |                              |        |                                    |         |                                    |        |                          |       
|Weighted average limited partner units outstandingbasic   |                                               |                                   | 10,400  |                              |        | 7,283                              |         |                                    | 7,295  |                          |       
|                                                           |                                               |                                   |         |                              |        |                                    |         |                                    |        |                          |       
|Weighted average limited partner units outstandingdiluted |                                               |                                   | 10,401  |                              |        | 7,286                              |         |                                    | 7,295  |                          |       
|                                                           |                                               |                                   |         |                              |        |                                    |         |                                    |        |                          |       

See
accompanying notes to consolidated financial statements.

66

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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, 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   |  
|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  |              |   |                   |   |                          |       |                                    |   |      |  
|Purchase of Southeast terminals by Predecessor                                                                                                                        |  |             | 168,438  |              |   |                   |   |                          |       |                                    |   |      |  
|Acquisition of Brownsville and River terminals from Predecessor in exchange for $135 million                                                                          |  |             | (138,505 | )            |   |                   |   |                          | 3,505  |                                    |   |      |  
|Distributions and repayments, net to Predecessor                                                                                                                      |  |             | (5,653   | )            |   |                   |   |                          |       |                                    |   |      |  
|Net earnings for year ended December 31, 2006                                                                                                                         |  |             | 6,607    |              |   | 1,740              |   |                          | 1,460  |                                    |   | 66    |  
|                                                                                                                                                                      |  |             |          |              |   |                    |   |                          |        |                                    |   |       |  
|Balance December 31, 2006                                                                                                                                             |  |             | 167,466  |              |   | 72,852             |   |                          | 4,866  |                                    |   | 147   |  
|Proceeds from secondary offering of 5,149,800 common units, net of underwriters' discounts and offering expenses of $9,567                                            |  |             |         |              |   | 179,946            |   |                          |       |                                    |   |      |  
|Contribution of cash by TransMontaigne GP to maintain its 2% general partner interest                                                                                 |  |             |         |              |   |                   |   |                          |       |                                    |   | 3,867 |  
|Contribution by TransMontaigne Inc. of capital improvements to the Brownsville and River terminals                                                                    |  |             |         |              |   |                   |   |                          | 6,273  |                                    |   |      |  
|Distributions to unitholders                                                                                                                                          |  |             |         |              |   | (12,712            | ) |                          | (6,311 | )                                  |   | (656  | )
|Amortization of deferred equity-based compensation related to restricted common units                                                                                 |  |             |         |              |   | 66                 |   |                          |       |                                    |   |      |  
|Repurchase of 1,680 common units by our long-term incentive plan                                                                                                      |  |             |         |              |   | (54                | ) |                          |       |                                    |   |      |  
|Acquisition of Southeast terminals from Predecessor in exchange for $118.6 million                                                                                    |  |             | (168,047 | )            |   |                   |   |                          | 49,448 |                                    |   |      |  
|Distributions and repayments, net to Predecessor                                                                                                                      |  |             | (9,463   | )            |   |                   |   |                          |       |                                    |   |      |  
|Net earnings for year ended December 31, 2007                                                                                                                         |  |             | 10,044   |              |   | 10,253             |   |                          | 4,543  |                                    |   | 302   |  
|                                                                                                                                                                      |  |             |          |              |   |                    |   |                          |        |                                    |   |       |  
|Balance December 31, 2007                                                                                                                                             |  | $           |         |              | $ | 250,351            |   | $                        | 58,819 |                                    | $ | 3,660 |  
|                                                                                                                                                                      |  |             |          |              |   |                    |   |                          |        |                                    |   |       |  

See accompanying notes to consolidated financial statements.

67

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

|                                                   |                                                                                                 | Year ended December 31, 2007                       |                                                  | Year ended December 31, 2006 |        | Six months
ended
December 31, 2005 |          | Six months
ended
December 31, 2004 |          | Year ended
June 30,
2005 |       
|-------------------------------------------------- | ----------------------------------------------------------------------------------------------- | -------------------------------------------------- | ------------------------------------------------ | ---------------------------- | ------ | ---------------------------------- | -------- | ---------------------------------- | -------- | ------------------------ | ------
|
|Cash flows from operating activities:              |                                                                                                 |                                                    |                                                  |                              |        |                                    |          |                                    |          |                          |       
|                                                   | Net earnings                                                                                    |                                                    | $                                                | 25,142                       |        | $                                  | 9,873    |                                    | $        | 7,139                    |       
|                                                   | Adjustments to reconcile net earnings to net cash provided (used) by operating activities:      |                                                    |                                                  |                              |        |                                    |          |                                    |          |                          |       
|                                                   | Depreciation and amortization                                                                   |                                                    |                                                  | 21,432                       |        |                                    | 11,750   |                                    |          | 3,461                    |       
|                                                   | Amortization of deferred equity-based compensation                                              |                                                    |                                                  | 66                           |        |                                    | 610      |                                    |          | 323                      |       
|                                                   | Acceleration of vesting of all outstanding restricted phantom units and restricted common units |                                                    |                                                  |                             |        |                                    | 3,258    |                                    |          |                         |       
|                                                   | Amortization of deferred financing costs                                                        |                                                    |                                                  | 1,236                        |        |                                    | 810      |                                    |          | 92                       |       
|                                                   | Amounts due under long-term terminaling services agreements                                     |                                                    |                                                  | (724                         | )      |                                    |         |                                    |          |                         |       
|                                                   | Changes in operating assets and liabilities, net of effects from acquisitions:                  |                                                    |                                                  |                              |        |                                    |          |                                    |          |                          |       
|                                                   |                                                                                                 | Trade accounts receivable, net                     |                                                  |                              | (4,632 | )                                  |          | (2,397                             | )        |                          | (439  
|                                                   |                                                                                                 | Due from TransMontaigne Inc.                       |                                                  |                              | 5,221  |                                    |          | 1,199                              |          |                          | (1,199
|                                                   |                                                                                                 | Other current assets                               |                                                  |                              | (1,772 | )                                  |          | (859                               | )        |                          | (36   
|                                                   |                                                                                                 | Trade accounts payable                             |                                                  |                              | (102   | )                                  |          | 1,400                              |          |                          | (403  
|                                                   |                                                                                                 | Accrued liabilities                                |                                                  |                              | 10,539 |                                    |          | (393                               | )        |                          | (1,105
|                                                   |                                                                                                 |                                                    |                                                  |                              |        |                                    |          |                                    |          |                          |       
|                                                   |                                                                                                 |                                                    | Net cash provided by operating activities        |                              |        | 56,406                             |          |                                    | 25,251   |                          |       
|                                                   |                                                                                                 |                                                    |                                                  |                              |        |                                    |          |                                    |          |                          |       
|Cash flows from investing activities:              |                                                                                                 |                                                    |                                                  |                              |        |                                    |          |                                    |          |                          |       
|                                                   | Acquisition of terminal facilities, net of cash acquired                                        |                                                    |                                                  | (127,560                     | )      |                                    | (152,915 | )                                  |          | (1,858                   | )     
|                                                   | Additions to property, plant and equipmentexpansion of facilities                              |                                                    |                                                  | (18,390                      | )      |                                    | (9,035   | )                                  |          | (722                     | )     
|                                                   | Additions to property, plant and equipmentmaintain existing facilities                         |                                                    |                                                  | (9,600                       | )      |                                    | (2,224   | )                                  |          | (462                     | )     
|                                                   | Reimbursement of costs to maintain our Port Everglades (South) terminal                         |                                                    |                                                  |                             |        |                                    | 377      |                                    |          |                         |       
|                                                   |                                                                                                 |                                                    |                                                  |                              |        |                                    |          |                                    |          |                          |       
|                                                   |                                                                                                 |                                                    | Net cash (used) by investing activities          |                              |        | (155,550                           | )        |                                    | (163,797 | )                        |       
|                                                   |                                                                                                 |                                                    |                                                  |                              |        |                                    |          |                                    |          |                          |       
|Cash flows from financing activities:              |                                                                                                 |                                                    |                                                  |                              |        |                                    |          |                                    |          |                          |       
|                                                   | Net proceeds from issuance of common units                                                      |                                                    |                                                  | 179,946                      |        |                                    |         |                                    |          |                         |       
|                                                   | Net proceeds from issuance of subordinated units                                                |                                                    |                                                  |                             |        |                                    |         |                                    |          |                         |       
|                                                   | Contribution of cash by TransMontaigne GP                                                       |                                                    |                                                  | 3,867                        |        |                                    |         |                                    |          |                         |       
|                                                   | Net (payments) borrowings under credit facility                                                 |                                                    |                                                  | (57,621                      | )      |                                    | 161,621  |                                    |          | (307                     | )     
|                                                   | Distributions paid to unitholders                                                               |                                                    |                                                  | (19,679                      | )      |                                    | (12,418  | )                                  |          | (4,027                   | )     
|                                                   | Deferred financing costs                                                                        |                                                    |                                                  | (1,027                       | )      |                                    | (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                                      |                                                    |                                                  | (54                          | )      |                                    | (1,140   | )                                  |          |                         |       
|                                                   | Distributions and repayments to TransMontaigne Inc., net                                        |                                                    |                                                  | (8,146                       | )      |                                    | (3,612   | )                                  |          |                         |       
|                                                   |                                                                                                 |                                                    |                                                  |                              |        |                                    |          |                                    |          |                          |       
|                                                   |                                                                                                 |                                                    | Net cash provided (used) by financing activities |                              |        | 97,286                             |          |                                    | 141,310  |                          |       
|                                                   |                                                                                                 |                                                    |                                                  |                              |        |                                    |          |                                    |          |                          |       
|                                                   |                                                                                                 |                                                    | Increase (decrease) in cash and cash equivalents |                              |        | (1,858                             | )        |                                    | 2,764    |                          |       
|Cash and cash equivalents at beginning of period   |                                                                                                 |                                                    | 3,462                                            |                              |        | 698                                |          |                                    | 241      |                          |       
|                                                   |                                                                                                 |                                                    |                                                  |                              |        |                                    |          |                                    |          |                          |       
|Cash and cash equivalents at end of period         |                                                                                                 | $                                                  | 1,604                                            |                              | $      | 3,462                              |          | $                                  | 698      |                          | $     
|                                                   |                                                                                                 |                                                    |                                                  |                              |        |                                    |          |                                    |          |                          |       
|Supplemental disclosures of cash flow information: |                                                                                                 |                                                    |                                                  |                              |        |                                    |          |                                    |          |                          |       
|                                                   |                                                                                                 | Cash paid for interest                             |                                                  | $                            | 6,678  |                                    | $        | 3,296                              |          | $                        | 969   
|                                                   |                                                                                                 |                                                    |                                                  |                              |        |                                    |          |                                    |          |                          |       
|                                                   |                                                                                                 | Non-cash distributions to TransMontaigne Inc., net |                                                  | $                            | (1,317 | )                                  | $        | (2,041                             | )        | $                        |      
|                                                   |                                                                                                 |                                                    |                                                  |                              |        |                                    |          |                                    |          |                          |       

See accompanying notes to consolidated financial statements.

68

---





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS        YEARS ENDED DECEMBER 31, 2007 AND 2006,  SIX MONTHS ENDED DECEMBER 31, 2005  AND YEAR ENDED JUNE 30, 2005

(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 the Southeast, 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. and Morgan Stanley Capital Group 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. As a result of Morgan Stanley's acquisition of TransMontaigne Inc., Morgan Stanley became the indirect owner of our general partner. At
December 31, 2007, TransMontaigne Inc. and Morgan Stanley have a significant interest in our partnership through their indirect ownership of a 26.2% limited partner interest, a 2%
general partner interest and the incentive distribution rights.

(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 revenue 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 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

69

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2007 AND 2006,
SIX MONTHS ENDED DECEMBER 31, 2005
AND YEAR ENDED JUNE 30, 2005

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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). On December 31, 2007, we acquired from TransMontaigne Inc. 22 terminals
along the Colonial and Plantation Pipelines ("Southeast terminals") in exchange for a cash payment of approximately $118.6 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 Inc. purchased the Mobile terminal operations
from Radcliff/Economy Marine Services, Inc. (see Note 3 of Notes to consolidated financial statements).

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 $9.9 million for the year ended December 31, 2007, $5.4 million for the year ended
December 31, 2006, $1.6 million for the six months ended December 31, 2005 and $2.8 million for the year ended June 30, 2005, 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 $2.8 million for the year ended December 31, 2007,
$1.5 million for the year ended December 31, 2006, $0.5 million for the six months ended December 31, 2005 and $1.0 million for the year ended June 30, 2005,
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. The accompanying consolidated financial statements also include reimbursement of bonus awards paid to TransMontaigne Services Inc. towards bonus awards granted by
TransMontaigne Services Inc. to certain key officers and employees that vest over future periods. The reimbursement of bonus awards was approximately $1.1 million for the year ended
December 31, 2007,

70

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2007 AND 2006,
SIX MONTHS ENDED DECEMBER 31, 2005
AND YEAR ENDED JUNE 30, 2005

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

$nil
for the year ended December 31, 2006, $nil for the six months ended December 31, 2005 and $nil for the year ended June 30, 2005, respectively.

(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 revenue 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.

(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 method. Estimated useful lives are 15 to 25 years for plant, which includes buildings, storage
tanks, and pipelines, and 3 to 25 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

71

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2007 AND 2006,
SIX MONTHS ENDED DECEMBER 31, 2005
AND YEAR ENDED JUNE 30, 2005

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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, 2007, 2006 and 2005, we have accrued environmental obligations of approximately $1,064,000, $682,000, $625,000, respectively, representing our best estimate of our
remediation obligations (see Note 9 of Notes to consolidated financial statements). During the year ended December 31, 2007, we charged to income approximately $506,000 to increase our
estimate of our
future environmental obligations due principally to product that was released during July 2007 at our Mt. Vernon, Missouri terminal facility. During the year ended December 31,
2007 we made payments of approximately $124,000 towards our environmental remediation obligations. 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 and occurring before May 27, 2005, up to a maximum liability not to exceed $15.0 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 $15.0 million for this
indemnification obligation (see Note 2 of Notes to consolidated financial statements). TransMontaigne Inc. has indemnified us through December 2012 against certain potential
environmental claims, losses and expenses associated with the operation of the Southeast terminals and occurring before December 31, 2007, up to a maximum liability not to exceed
$15.0 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

72

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2007 AND 2006,
SIX MONTHS ENDED DECEMBER 31, 2005
AND YEAR ENDED JUNE 30, 2005

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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. 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.

73

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2007 AND 2006,
SIX MONTHS ENDED DECEMBER 31, 2005
AND YEAR ENDED JUNE 30, 2005

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(k)   Net earnings per limited partner unit

We calculate earnings per unit as if all of the earnings for the period were distributed under the terms of the partnership agreement, without regard to whether
the general partner has discretion over the amount of distributions to be made in any particular period, whether those earnings would actually be distributed during a particular period, or whether the
general partner has legal or contractual limitations on its ability to pay distributions that would prevent it from distributing all of the earnings for a particular period.

Pursuant
to the partnership agreement an increasing portion of our earnings are allocated to our general partner through operation of the incentive distribution rights in periods in
which our net earnings per limited partners' unit exceeds $0.44 per quarter (or $1.76 annually). For the years ended December 31, 2007 and 2006, six months ended December 31, 2005, and
year ended June 30, 2005, our net earnings per limited partners' unit did not exceed the amounts that would have resulted in an increasing portion of our earnings being allocated to our general
partner. Therefore, net earnings allocable to our general partner are limited to 2% of our net earnings for the respective periods.

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 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 December 2014,
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, 2007, the annual administrative fee payable to TransMontaigne Inc. was approximately $10.0 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

74

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2007 AND 2006,
SIX MONTHS ENDED DECEMBER 31, 2005
AND YEAR ENDED JUNE 30, 2005

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

December 31,
2007, the annual insurance reimbursement payable to TransMontaigne Inc. was approximately $2.9 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.

We
also agreed to reimburse TransMontaigne Inc. and its affiliates up to $1.5 million for incentive payment grants to key employees of TransMontaigne Inc. and its
affiliates under the TransMontaigne Services Inc. savings and retention plan provided the compensation committee of our general partner determines that an adequate portion of the incentive
payment grants are allocated to an investment fund indexed to the performance of our common units.

The
omnibus agreement provides us with a right of first refusal to purchase all of TransMontaigne Inc.'s and its subsidiaries' right, title and interest in the Pensacola, Florida
refined petroleum products terminal and any assets acquired in an asset exchange transaction that replace the Pensacola assets; provided, that in either case, we agree to pay at least 105% of the
purchase price offered by the third party bidder. This right of first refusal is exercisable for a period of two years commencing on the date the terminal is first put into commercial service, which
is expected to occur during the second calendar quarter of 2008.

The
omnibus agreement also provides TransMontaigne Inc. a right of first refusal to purchase our assets, 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 to contract for the use of any petroleum product storage capacity that is put into commercial service (i) after
January 1, 2008, or (ii) was subject to a terminaling services agreement that expires or is terminated (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.

Environmental Indemnification.TransMontaigne Inc. has agreed to indemnify us through May 2010 against certain
potential environmental claims, losses and expenses 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 $15.0 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.

75

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2007 AND 2006,
SIX MONTHS ENDED DECEMBER 31, 2005
AND YEAR ENDED JUNE 30, 2005

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

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 $15.0 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.

In
connection with our acquisition of the Southeast terminals, TransMontaigne Inc. agreed to indemnify us through December 2012, against certain potential environmental
liabilities associated with the operation of the Southeast terminals that occurred on or prior to December 31, 2007. Our environmental losses must first exceed $250,000 and
TransMontaigne Inc.'s indemnification obligations are capped at $15.0 million. The cap amount does not apply to any environmental liabilities known to exist as of December 31,
2007. 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, 2007.

Terminaling Services AgreementFlorida Terminals and Razorback Pipeline System.Through May 31, 2007, we
had a terminaling and transportation services agreement with TransMontaigne Inc. that was scheduled to 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 would, at the fee and tariff schedule contained in the
agreement, result in minimum revenue to us of $20 million per year through December 31, 2013. 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.

Effective
June 1, 2007, we entered into a terminaling services agreement with Morgan Stanley Capital Group that replaced our terminaling services agreement with
TransMontaigne Inc. relating to our Florida, Mt. Vernon, Missouri and Rogers, Arkansas terminals. The initial term expires on May 31, 2014. 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 prior to the end of the initial term or
the then current renewal term. Under this agreement, Morgan Stanley Capital Group agreed to throughput a volume of refined product that will, at the fee schedule contained in the agreement, result in
minimum throughput payments to us of approximately $30.3 million for the contract year ending May 31, 2008; with stipulated annual increases in throughput payments each

76

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2007 AND 2006,
SIX MONTHS ENDED DECEMBER 31, 2005
AND YEAR ENDED JUNE 30, 2005

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

contract
year thereafter. Morgan Stanley Capital Group's minimum annual throughput payment is subject to adjustment in the event that we should fail to complete construction of and place in service
certain capital projects on or before September 30, 2009.

In
the event of a force majeure event that renders performance impossible with respect to an asset for at least 30 consecutive days, Morgan Stanley Capital Group'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 Morgan
Stanley Capital Group, Morgan Stanley Capital Group's minimum revenue commitment would be reduced proportionately for the duration of the force majeure event.

Morgan
Stanley Capital Group may assign the terminaling services agreement only with the consent of the conflicts committee of our general partner. Upon termination of the agreement,
Morgan Stanley Capital Group has a right of first refusal to enter into a new terminaling services agreement with us, provided they pay no less than 105% of the fees offered by any third party.

Revenue Support 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 revenue 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 revenue 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 84,000 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

77

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2007 AND 2006,
SIX MONTHS ENDED DECEMBER 31, 2005
AND YEAR ENDED JUNE 30, 2005

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

in
minimum revenue 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, Texas facilities that will expire on March 31, 2010. Under this agreement, TransMontaigne Inc. agreed to throughput
at our Brownsville facilities certain minimum volumes of natural gas liquids that will result in minimum revenue to us of $1.4 million per year. In exchange for TransMontaigne Inc.'s
minimum throughput commitment, we agreed to provide TransMontaigne Inc. approximately 15,000 barrels of storage capacity at our Brownsville facilities. TransMontaigne Inc.'s minimum
revenue commitment will increase to approximately $2.4 million per year when we increase the LPG storage capacity at our Brownsville LPG terminal to approximately 34,000 barrels.

Terminaling Services AgreementRenewable Fuels.We have a terminaling and transportation services agreement with
TransMontaigne Inc. relating to certain renewable fuels capacity at our Brownsville and River terminals that will expire on May 31, 2012. Under this agreement, TransMontaigne Inc.
agreed to throughput at these terminals certain minimum volumes of renewable fuels that will, at the fee and tariff schedule contained in the agreement, result in minimum revenue to us of
approximately $0.6 million per year. In exchange for TransMontaigne Inc.'s minimum throughput commitment, we agreed to provide TransMontaigne Inc. approximately 116,000 barrels of
storage capacity at these terminals.

Terminaling Services AgreementMorgan Stanley Capital Group.We have a terminaling and transportation services
agreement with Morgan Stanley Capital Group relating to our Southeast terminals. The terminaling services agreement commences on January 1, 2008 and has a seven-year term expiring
on December 31, 2014, subject to a seven-year renewal option at the election of Morgan Stanley Capital Group. Under this agreement, Morgan Stanley Capital Group agreed to throughput
a volume of refined product at our Southeast terminals
that will, at the fee and tariff schedule contained in the agreement, result in minimum throughput payments to us of approximately $31.6 million for the contract year ending December 31,
2008; with stipulated annual increases in throughput payments each contract year thereafter. In exchange for its minimum throughput commitment, we agreed to provide Morgan Stanley Capital Group
approximately 8.6 million barrels of light oil storage capacity at our Southeast terminals.

In
the event of a force majeure event that renders performance impossible with respect to an asset for at least 30 consecutive days, Morgan Stanley Capital Group'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 Morgan
Stanley Capital Group, Morgan Stanley Capital Group's minimum revenue commitment would be reduced proportionately for the duration of the force majeure event.

Morgan
Stanley Capital Group may assign the terminaling services agreement only with the consent of the conflicts committee of our general partner.

78

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2007 AND 2006,
SIX MONTHS ENDED DECEMBER 31, 2005
AND YEAR ENDED JUNE 30, 2005

(3) ACQUISITIONS

Mexican LPG Operations.Effective December 31, 2007, we acquired from Rio Vista Energy Partners L.P.
("Rio Vista") a terminal facility in Matamoras, Mexico, two pipelines from Brownsville, Texas to Matamoras, Mexico, with associated rights of way and easements and 47 acres of land, together with a
permit to distribute liquefied petroleum gas ("LPG") to Mexico's state-owned petroleum company for a cash payment of approximately $9.0 million. These LPG assets complement our
existing LPG storage facilities in Brownsville, Texas. The accompanying consolidated financial statements include the assets, liabilities and results of operations of the Mexican LPG
operations from December 31, 2007.

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):

Mexican
LPG
operationsCash

$
15Trade accounts receivable


61Other current assets


75Property, plant and equipment


8,892Goodwill


1,502Other assets


101Trade accounts payable


(266
)Other accrued liabilities


(904
)Due to Rio Vista


(500
)Cash paid

$
8,976


Southeast Terminals.Effective December 31, 2007, we acquired from TransMontaigne Inc. 22 refined product
terminals along the Colonial and Plantation Pipelines with approximately 9.0 million barrels of aggregate active storage capacity for a cash payment of approximately $118.6 million. The
Southeast terminals provide integrated terminaling services principally to Morgan Stanley Capital Group and the United States government. The acquisition of the Southeast 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 Southeast terminals from September 1, 2006, the date of acquisition by Morgan Stanley Capital Group of TransMontaigne Inc. The results of operations of the
Southeast 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.

As
a condition to our acquisition of the Southeast terminals, we agreed to assume all responsibilities, duties and obligations to complete the construction of and place into service
certain projects to repair, maintain or expand the Southeast terminals that had been commenced by

79

---



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2007 AND 2006,
SIX MONTHS ENDED DECEMBER 31, 2005
AND YEAR ENDED JUNE 30, 2005

(3) ACQUISITIONS (Continued)

TransMontaigne Inc.
but were not completed as of the date of closing. As a result, we recognized a liability of approximately $4.9 million as our estimate of the costs to complete and
place into service certain projects to repair, maintain or expand the Southeast terminals (see Note 9 of Notes to consolidated financial statements).

Our
basis in the assets and liabilities of the Southeast terminals are as follows (in thousands):

December 31,
2007

December 31,
2006

September 1,
2006Cash

$
5

$
5

$
5Trade accounts receivable





2,865


2,277Prepaid expenses and other


973


881


762Property, plant and equipment


172,526


166,540


167,931Other assets, net


33


33


33Trade accounts payable





(2,585
)

(2,197
)Due to TransMontaigne Inc.


(221
)




Other accrued liabilities


(5,269
)

(273
)

(373
)Predecessor equity

$
168,047

$
167,466

$
168,438


Brownsville and River Terminals.Effective December 29, 2006, we acquired from TransMontaigne Inc. a refined
product terminal with approximately 2.1 million barrels of aggregate active storage capacity in Brownsville, Texas, twelve refined product terminals along the Mississippi and Ohio rivers with
approximately 2.8 million barrels of aggregate active storage capacity, and the Baton Rouge, Louisiana dock facility for a cash payment of approximately $135.0 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.

As
a condition to our acquisition of the Brownsville and River terminals, TransMontaigne Inc. agreed to fund and construct in the future certain additional capital improvements to
these facilities. We recognized the estimated cost of the additional capital improvements of approximately $6.3 million as an increase to property, plant and equipment and a contribution of
partners' equitysubordinated units. During the year ended December 31, 2007, TransMontaigne Inc. funded approximately $0.2 million in capital improvements to the
terminals and made a cash payment to us of approximately

80

---



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2007 AND 2006,
SIX MONTHS ENDED DECEMBER 31, 2005
AND YEAR ENDED JUNE 30, 2005

(3) ACQUISITIONS (Continued)

$6.1 million
in satisfaction of its obligation to complete additional capital improvements to the terminals.

Our
basis in the assets and liabilities of the Brownsville and River terminals are as follows (in thousands):

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, River and Southeast terminals had occurred on January 1, 2006 are as follows (in
thousands, except per unit data):

Year ended December 31, 2006Revenue

$
113,185Net loss

$
(10,059
)Net loss per limited partner unitbasic

$
(1.38
)


Mobile Terminal.Effective January 1, 2006, we acquired from TransMontaigne Inc. a refined product terminal
with approximately 223,000 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. 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.

81

---



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2007 AND 2006,
SIX MONTHS ENDED DECEMBER 31, 2005
AND YEAR ENDED JUNE 30, 2005

(3) ACQUISITIONS (Continued)

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

December 31, 2005

August 1, 2005Trade accounts receivable

$


$
72Property, 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.

(4) CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLE

Our primary market areas are located in the United States along the Gulf Coast, in the Midwest, in Brownsville, Texas, along the Mississippi and Ohio rivers, and
in the Southeast. 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 years ended
December 31, 2007 and 2006, six months ended December 31, 2005 and year ended June 30, 2005, we increased the allowance for doubtful accounts through a charge to income of
approximately $83,000, $75,000, $nil, and $50,000, respectively.

82

---



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2007 AND 2006,
SIX MONTHS ENDED DECEMBER 31, 2005
AND YEAR ENDED JUNE 30, 2005

(4) CONCENTRATION OF CREDIT RISK AND TRADE ACCOUNTS RECEIVABLE (Continued)

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

December 31, 2007

December 31, 2006

December 31, 2005Trade accounts receivable

$
4,559

$
4,565

$
1,003Less allowance for doubtful accounts


(150
)

(75
)

$
4,409

$
4,490

$
1,003


The
following customers accounted for at least 10% of our consolidated revenue in at least one of the periods presented in the accompanying consolidated statements of operations:

|                                                     |  | Year ended
December 31,
2007 |   | Year ended
December 31,
2006 |   | Six months
ended
December 31,
2005 |   | Year ended
June 30, 2005 |  
|---------------------------------------------------- |  | ---------------------------- | - | ---------------------------- | - | ---------------------------------- | - | ------------------------ | -
|TransMontaigne Inc. and Morgan Stanley Capital Group |  | 58                           | % | 60                           | % | 70                                 | % | 64                       | %
|Valero Supply and Marketing Company                  |  | 10                           | % | 5                            | % |                                   |   |                         |  
|Marathon Petroleum Company LLC                       |  | 8                            | % | 12                           | % | 17                                 | % | 24                       | %

(5) OTHER CURRENT ASSETS

Other current assets are as follows (in thousands):

December 31, 2007

December 31, 2006

December 31, 2005Additive detergent

$
1,439

$
1,387

$
307Reimbursements due from the Federal government


724


438


Deposits and other assets


711


212


31$
2,874

$
2,037

$
338


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

83

---



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2007 AND 2006,
SIX MONTHS ENDED DECEMBER 31, 2005
AND YEAR ENDED JUNE 30, 2005

(6) PROPERTY, PLANT AND EQUIPMENT, NET

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

December 31, 2007

December 31, 2006

December 31, 2005Land

$
52,228

$
51,608

$
27,303Terminals, pipelines and equipment


406,585


380,796


128,830Furniture, fixtures and equipment


1,186


1,036


480Construction in progress


20,592


10,313


263480,591


443,753


156,876Less accumulated depreciation


(62,764
)

(42,140
)

(30,992
)$
417,827

$
401,613

$
125,884


(7) GOODWILL

Goodwill is not amortized, but instead tested for impairment on an annual basis during the three months ended December 31. Goodwill is as follows (in
thousands):

December 31, 2007

December 31, 2006

December 31, 2005Brownsville terminal

$
14,770

$
14,770

$
River terminals


8,465


8,465


Mexican LPG operations


1,502





$
24,737

$
23,235

$



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.

84

---



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2007 AND 2006,
SIX MONTHS ENDED DECEMBER 31, 2005
AND YEAR ENDED JUNE 30, 2005

(8) OTHER ASSETS, NET

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

|                                                                                                 |                                                                                                      | December 31, 2007 |       | December 31, 2006 |   | December 31, 2005
|------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------- | ----------------- | ----- | ----------------- | - | -----------------
|Deferred financing costs, net of accumulated amortization of $1,236, $nil and $107, respectively |                                                                                                      | $                 | 2,394 |                   | $ | 2,603            
|Identifiable intangible assets, net:                                                             |                                                                                                      |                   |       |                   |   |                  
|                                                                                                 | Customer relationships, net of accumulated amortization of $411, $103 and $nil, respectively         |                   |       | 3,288             |   |                  
|                                                                                                 | Coastal Fuels trade name, net of accumulated amortization of $2,417, $1,917 and $1,417, respectively |                   |       | 83                |   |                  
|Amounts due under long-term terminaling services agreements                                      |                                                                                                      |                   | 724   |                   |   |                 
|Deposits and other assets                                                                        |                                                                                                      |                   | 170   |                   |   | 52               
|                                                                                                 |                                                                                                      |                   |       |                   |   |                  
|                                                                                                 |                                                                                                      | $                 | 6,659 |                   | $ | 6,834            
|                                                                                                 |                                                                                                      |                   |       |                   |   |                  

Deferred financing costs.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 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. During the year ended December 31, 2007, we repaid our $75 million
term loan outstanding under the Senior Secured Credit Facility, resulting in a charge to income of approximately $0.8 million for the write off of the associated unamortized deferred financing
costs related to the $75 million term loan. During the year ended December 31, 2007, we incurred deferred financing costs of approximately $1.0 million related to our July 2007
amendment and borrowings under the Senior Secured Credit Facility for the acquisition of the Southeast terminals.

Identifiable intangible assets.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, 2007 is as follows (in
thousands):

Years ending December 31,2008

2009

2010

2011

2012

ThereafterAmortization expense

$
391

$
308

$
308

$
308

$
308

$
1,748


85

---



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2007 AND 2006,
SIX MONTHS ENDED DECEMBER 31, 2005
AND YEAR ENDED JUNE 30, 2005

(8) OTHER ASSETS, NET (Continued)

Amounts due under long-term terminaling services agreements.We have long-term terminaling services
agreements with certain of our customers that provide for minimum payments that increase over the terms of the respective agreements. We recognize as revenue the minimum payments under the
long-term terminaling services agreements on a straight-line basis over the term of the respective agreements. At December 31, 2007, we have recognized revenue in excess
of the minimum payments that are due through December 31, 2007 under the long-term terminaling services agreements resulting in a receivable of approximately $0.7 million.

(9) ACCRUED LIABILITIES

Accrued liabilities are as follows (in thousands):

|                                                                          |  | December 31,
2007 |        | December 31,
2006 |   | December 31,
2005
|------------------------------------------------------------------------- |  | ----------------- | ------ | ----------------- | - | -----------------
|Accrued property taxes                                                    |  | $                 | 645    |                   | $ | 427              
|Accrued environmental obligations                                         |  |                   | 1,064  |                   |   | 682              
|Customer advances and deposits                                            |  |                   | 3,889  |                   |   | 146              
|Interest payable                                                          |  |                   | 39     |                   |   | 87               
|Deferred revenue                                                          |  |                   | 339    |                   |   | 22               
|Advance payments received under long-term terminaling services agreements |  |                   | 415    |                   |   |                 
|Due to Rio Vista                                                          |  |                   | 500    |                   |   |                 
|Obligations to repair, maintain or expand Southeast terminals             |  |                   | 4,946  |                   |   |                 
|Accrued expenses and other                                                |  |                   | 1,606  |                   |   | 373              
|                                                                          |  |                   |        |                   |   |                  
|                                                                          |  | $                 | 13,443 |                   | $ | 1,737            
|                                                                          |  |                   |        |                   |   |                  

Customer advances and deposits.We bill certain of our customers one month in advance for terminaling services to be provided
in the following month. At December 31, 2007, 2006 and 2005, we have billed and collected from certain of our customers approximately $3.9 million, $0.2 million and
$0.2 million, respectively, in advance of the terminaling services being provided.

Advance payments received under long-term terminaling services agreements.We have long-term
terminaling services agreements with certain of our customers that provide for minimum payments that decrease over the terms of the respective agreements. We recognize as revenue the minimum payments
under the long-term terminaling services agreements on a straight-line basis over the term of the respective agreements. At December 31, 2007, we have received minimum
payments that are due through December 31, 2007 in excess of revenue recognized under certain long-term terminaling services agreements resulting in a liability of approximately
$0.4 million.

Due to Rio Vista.Effective December 31, 2007, we acquired from Rio Vista certain Mexican LPG operations for a
cash payment of approximately $9.0 million (see Note 3 of Notes to consolidated financial statements). At December 31, 2007, we have a liability of approximately
$0.5 million to Rio Vista that is due on December 31, 2008 provided that Rio Vista is in compliance with its

86

---



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2007 AND 2006,
SIX MONTHS ENDED DECEMBER 31, 2005
AND YEAR ENDED JUNE 30, 2005

(9) ACCRUED LIABILITIES (Continued)

representations
and warranties contained in the agreement covering our acquisition of the Mexican LPG operations.

Obligations to repair, maintain or expand Southeast terminals.As a condition to our acquisition of the Southeast terminals,
we agreed to assume all responsibilities, duties and obligations to complete the construction of and place into service certain projects to repair, maintain or expand the Southeast
terminals that had been commenced by TransMontaigne Inc. but were not completed as of the date of closing. At December 31, 2007, we have recognized a liability of approximately
$4.9 million as our estimate of the costs to complete and place into service certain projects to repair, maintain or expand the Southeast terminals (see Note 3 of Notes to consolidated
financial statements).

(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, 2007 and 2006, our outstanding borrowings under the Senior Secured
Credit Facility were approximately $132.0 million and $189.6 million, respectively. At December 31, 2007 and 2006, our outstanding letters of credit were approximately $130,000
and $210,000, respectively.

At
December 31, 2006, the Senior Secured Credit Facility was composed of a $75 million term loan facility and a $150 million revolving credit facility. During the
year ended December 31, 2007, we repaid the $75 million term loan outstanding under the Senior Secured Credit Facility with a portion of the proceeds from our May 2007 secondary offering
of common units (see Note 11 of Notes to consolidated financial statements). On July 12, 2007, we amended the Senior Secured Credit Facility to increase the maximum amount of the
revolving credit line from $150 million to $200 million. At December 31, 2007, the Senior Secured Credit Facility provides for a maximum borrowing line of credit equal to the
lesser of (i) $200 million and (ii) four times Consolidated EBITDA (as defined: $212 million at December 31, 2007). In addition, at our request, the revolving loan
commitment can be increased up to an additional $50 million, in the aggregate, without the approval of the lenders, but subject to the approval of the administrative agent and the receipt of
additional commitments from one or more lenders. 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. For the year ended December 31, 2007, the weighted average interest rate on borrowings under our Senior Secured Credit Facility was
approximately 7.3%. 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. 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.

87

---



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2007 AND 2006,
SIX MONTHS ENDED DECEMBER 31, 2005
AND YEAR ENDED JUNE 30, 2005

(10) LONG-TERM DEBT (Continued)

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 4.5 times), (ii) a senior secured leverage ratio test (not to exceed 4.0 times), and
(iii) a minimum interest coverage ratio test (not to be less than 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, our outstanding borrowings under the Former Credit Facility were approximately $28.0 million. The weighted average interest rate on borrowings
under our Former Credit Facility was 5.8% during the six months ended December 31, 2005. 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 from the initial borrowings under our new Senior Secured Credit
Facility and the Former Credit Facility was cancelled.

(11) PARTNERS' EQUITY

The number of units outstanding is as follows:

|                                                              |  | Common
units |  | Subordinated
units |  | General
partner units
|------------------------------------------------------------- |  | ------------ |  | ------------------ |  | ---------------------
|Allocation of predecessor equity in exchange for units        |  | 120,000      |  | 2,872,266          |  | 148,873              
|Initial public offering of common units                       |  | 3,852,500    |  |                   |  |                     
|Private placement of subordinated units                       |  |             |  | 450,000            |  |                     
|                                                              |  |              |  |                    |  |                      
|Units outstanding at December 31, 2006 and 2005               |  | 3,972,500    |  | 3,322,266          |  | 148,873              
|Secondary public offering of common units                     |  | 5,149,800    |  |                   |  |                     
|TransMontaigne GP to maintain its 2% general partner interest |  |             |  |                   |  | 105,098              
|                                                              |  |              |  |                    |  |                      
|Units outstanding at December 31, 2007                        |  | 9,122,300    |  | 3,322,266          |  | 253,971              
|                                                              |  |              |  |                    |  |                      

On
May 23, 2007, we issued, pursuant to an underwritten public offering, 4.8 million common units representing limited partner interests at a public offering price of
$36.80 per common unit. On June 20, 2007, the underwriters of our secondary offering exercised a portion of their over-allotment option to purchase an additional 349,800 common
units representing limited partnership interests at a price of $36.80 per common unit. The net proceeds from the offering were approximately $179.9 million, after deducting underwriting
discounts, commissions, and offering expenses of approximately $9.6 million. Additionally, TransMontaigne GP L.L.C., our general partner, made a cash contribution of approximately
$3.9 million to us to maintain its 2% general partner interest.

(12) LONG-TERM INCENTIVE PLAN

TransMontaigne GP L.L.C. is our general partner and manages our operations and activities. TransMontaigne GP L.L.C. is an indirect wholly owned
subsidiary of TransMontaigne Inc.

88

---



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2007 AND 2006,
SIX MONTHS ENDED DECEMBER 31, 2005
AND YEAR ENDED JUNE 30, 2005

(12) LONG-TERM INCENTIVE PLAN (Continued)

TransMontaigne
Services Inc. is an indirect wholly owned subsidiary of TransMontaigne Inc. TransMontaigne Services Inc. employs the personnel who provide support to
TransMontaigne Inc.'s operations, as well as our operations. 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 491,790 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, 2007, 306,290 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 May 7, 2007, we announced a program for the repurchase of
outstanding common units for purposes of making subsequent grants of restricted phantom units to non-officer directors of our general partner. TransMontaigne GP, on behalf of the
long-term incentive plan, anticipates repurchasing annually up to 10,000 common units for this purpose. As of December 31, 2007, TransMontaigne GP, on behalf of the
long-term incentive plan, has repurchased approximately 1,680 common units pursuant to the program.

On
March 31, 2007, TransMontaigne Services Inc. granted 10,000 restricted phantom units to the non-officer directors of our general partner. 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 executive officers, and non-employee directors of our general
partner. We recognized deferred equity-based compensation of approximately $0.4 million, $1.7 million and $2.6 million associated with the March 2007, 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 vest upon a change in control of TransMontaigne Inc. As
such, all grants of restricted phantom units and restricted common units made prior to September 1, 2006, became fully vested on September 1, 2006 when Morgan Stanley Capital Group
acquired TransMontaigne Inc.
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
$0.1 million, $3.9 million and $0.3 million is included in direct general and administrative expenses for the years ended December 31, 2007 and 2006 and six months ended
December 31, 2005, respectively.

(13) COMMITMENTS AND CONTINGENCIES

Contract Commitments.At December 31, 2007, we have contractual commitments of approximately $22.3 million for
the supply of services, labor and materials related to capital projects that currently are under development.

89

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2007 AND 2006,
SIX MONTHS ENDED DECEMBER 31, 2005
AND YEAR ENDED JUNE 30, 2005

(13) COMMITMENTS AND CONTINGENCIES (Continued)

Operating Leases.We lease property and equipment under non-cancelable operating leases that extend through April
2021. At December 31, 2007, future minimum lease payments under these non-cancelable operating leases are as follows (in thousands):

Years ending
December 31:

Property
and
equipment2008

$
7562009


7032010


6462011


2602012


137Thereafter


1,063$
3,565


Rental
expense under operating leases was approximately $1.0 million, $0.5 million, $0.2 million, and $0.2 million for the years ended December 31,
2007 and 2006, six months ended December 31, 2005 and for the year ended June 30, 2005, respectively.

(14) 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,
2007 |  | Year ended
December 31,
2006 |  | Six months
ended
December 31,
2005 |  | Six months
ended
December 31,
2004 |  | Year ended
June 30,
2005
|------------------------------------------- |  | ---------------------------- |  | ---------------------------- |  | ---------------------------------- |  | ---------------------------------- |  | ------------------------
|
|Basic weighted average units                |  | 10,400                       |  | 7,283                        |  | 7,295                              |  |                                   |  | 7,295                   
|Dilutive effect of restricted phantom units |  | 1                            |  | 3                            |  |                                   |  |                                   |  |                        
|                                            |  |                              |  |                              |  |                                    |  |                                    |  |                         
|Diluted weighted average units              |  | 10,401                       |  | 7,286                        |  | 7,295                              |  |                                   |  | 7,295                   
|                                            |  |                              |  |                              |  |                                    |  |                                    |  |                         

For
the year ended December 31, 2007, we included the dilutive effect of 10,000 restricted phantom units in the computation of diluted net earnings per limited partners' unit
because the average quoted market price of our common units for the period exceeded the related unamortized deferred compensation. 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 for the year ended June 30, 2005.

90

---



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2007 AND 2006,
SIX MONTHS ENDED DECEMBER 31, 2005
AND YEAR ENDED JUNE 30, 2005

(15) 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, 2007, 2006 and 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.

(16) BUSINESS SEGMENTS

We provide integrated terminaling, storage, transportation and related services to companies engaged in the trading, distribution and marketing of refined
petroleum products, crude oil, chemicals, fertilizers and other liquid products. 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 revenue 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, (iv) River terminals and (v) Southeast terminals.

91

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2007 AND 2006,
SIX MONTHS ENDED DECEMBER 31, 2005
AND YEAR ENDED JUNE 30, 2005

(16) BUSINESS SEGMENTS (Continued)

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

|                                                |                                               | Year ended
December 31,
2007 |        | Year ended
December 31,
2006 |        | Six months
ended December 31,
2005 |         | Six months
ended December 31,
2004 |        | Year ended
June 30,
2005 |       
|----------------------------------------------- | --------------------------------------------- | ---------------------------- | ------ | ---------------------------- | ------ | ---------------------------------- | ------- | ---------------------------------- | ------ | ------------------------ | ------
|
|Gulf Coast Terminals:                           |                                               |                              |        |                              |        |                                    |         |                                    |        |                          |       
|Throughput and additive injection fees, net     |                                               | $                            | 28,683 |                              | $      | 21,523                             |         | $                                  | 10,807 |                          | $     
|Storage                                         |                                               |                              | 9,872  |                              |        | 10,786                             |         |                                    | 5,270  |                          |       
|                                                |                                               |                              |        |                              |        |                                    |         |                                    |        |                          |       
|                                                |                                               |                              | 38,555 |                              |        | 32,309                             |         |                                    | 16,077 |                          |       
|Other                                           |                                               |                              | 6,114  |                              |        | 7,728                              |         |                                    | 3,696  |                          |       
|                                                |                                               |                              |        |                              |        |                                    |         |                                    |        |                          |       
|                                                | Revenue                                       |                              |        | 44,669                       |        |                                    | 40,037  |                                    |        | 19,773                   |       
|                                                | Direct operating costs and expenses           |                              |        | (18,711                      | )      |                                    | (19,123 | )                                  |        | (7,123                   | )     
|                                                |                                               |                              |        |                              |        |                                    |         |                                    |        |                          |       
|                                                |                                               | Net margins                  |        |                              | 25,958 |                                    |         | 20,914                             |        |                          | 12,650
|                                                |                                               |                              |        |                              |        |                                    |         |                                    |        |                          |       
|Midwest Terminals and Pipeline System:          |                                               |                              |        |                              |        |                                    |         |                                    |        |                          |       
|Throughput and additive injection fees, net     |                                               |                              | 2,976  |                              |        | 3,027                              |         |                                    | 1,197  |                          |       
|Pipeline transportation fees                    |                                               |                              | 1,996  |                              |        | 2,449                              |         |                                    | 1,226  |                          |       
|Other                                           |                                               |                              | 825    |                              |        | 1,307                              |         |                                    | 712    |                          |       
|                                                |                                               |                              |        |                              |        |                                    |         |                                    |        |                          |       
|                                                | Revenue                                       |                              |        | 5,797                        |        |                                    | 6,783   |                                    |        | 3,135                    |       
|                                                | Direct operating costs and expenses           |                              |        | (2,519                       | )      |                                    | (2,117  | )                                  |        | (773                     | )     
|                                                |                                               |                              |        |                              |        |                                    |         |                                    |        |                          |       
|                                                |                                               | Net margins                  |        |                              | 3,278  |                                    |         | 4,666                              |        |                          | 2,362 
|                                                |                                               |                              |        |                              |        |                                    |         |                                    |        |                          |       
|Brownsville Terminal (since September 1, 2006): |                                               |                              |        |                              |        |                                    |         |                                    |        |                          |       
|Throughput and additive injection fees, net     |                                               |                              | 6,590  |                              |        | 1,351                              |         |                                    |       |                          |       
|Storage                                         |                                               |                              | 5,209  |                              |        | 1,967                              |         |                                    |       |                          |       
|Other                                           |                                               |                              | 3,873  |                              |        | 930                                |         |                                    |       |                          |       
|                                                |                                               |                              |        |                              |        |                                    |         |                                    |        |                          |       
|                                                | Revenue                                       |                              |        | 15,672                       |        |                                    | 4,248   |                                    |        |                         |       
|                                                | Direct operating costs and expenses           |                              |        | (9,039                       | )      |                                    | (2,586  | )                                  |        |                         |       
|                                                |                                               |                              |        |                              |        |                                    |         |                                    |        |                          |       
|                                                |                                               | Net margins                  |        |                              | 6,633  |                                    |         | 1,662                              |        |                          |      
|                                                |                                               |                              |        |                              |        |                                    |         |                                    |        |                          |       
|River Terminals (since September 1, 2006):      |                                               |                              |        |                              |        |                                    |         |                                    |        |                          |       
|Throughput and additive injection fees, net     |                                               |                              | 3,891  |                              |        | 1,221                              |         |                                    |       |                          |       
|Storage                                         |                                               |                              | 15,051 |                              |        | 4,315                              |         |                                    |       |                          |       
|Other                                           |                                               |                              | 569    |                              |        | 181                                |         |                                    |       |                          |       
|                                                |                                               |                              |        |                              |        |                                    |         |                                    |        |                          |       
|                                                | Revenue                                       |                              |        | 19,511                       |        |                                    | 5,717   |                                    |        |                         |       
|                                                | Direct operating costs and expenses           |                              |        | (6,716                       | )      |                                    | (2,365  | )                                  |        |                         |       
|                                                |                                               |                              |        |                              |        |                                    |         |                                    |        |                          |       
|                                                |                                               | Net margins                  |        |                              | 12,795 |                                    |         | 3,352                              |        |                          |      
|                                                |                                               |                              |        |                              |        |                                    |         |                                    |        |                          |       
|Southeast Terminals (since September 1, 2006):  |                                               |                              |        |                              |        |                                    |         |                                    |        |                          |       
|Throughput and additive injection fees, net     |                                               |                              | 32,865 |                              |        | 9,537                              |         |                                    |       |                          |       
|Storage                                         |                                               |                              | 4,769  |                              |        | 1,878                              |         |                                    |       |                          |       
|Other                                           |                                               |                              | 8,368  |                              |        | 3,469                              |         |                                    |       |                          |       
|                                                |                                               |                              |        |                              |        |                                    |         |                                    |        |                          |       
|                                                | Revenue                                       |                              |        | 46,002                       |        |                                    | 14,884  |                                    |        |                         |       
|                                                | Direct operating costs and expenses           |                              |        | (23,701                      | )      |                                    | (6,317  | )                                  |        |                         |       
|                                                |                                               |                              |        |                              |        |                                    |         |                                    |        |                          |       
|                                                |                                               | Net margins                  |        |                              | 22,301 |                                    |         | 8,567                              |        |                          |      
|                                                |                                               |                              |        |                              |        |                                    |         |                                    |        |                          |       
|Total net margins                               |                                               |                              | 70,965 |                              |        | 39,161                             |         |                                    | 15,012 |                          |       
|                                                | Direct general and administrative expenses    |                              |        | (2,991                       | )      |                                    | (6,453  | )                                  |        | (1,267                   | )     
|                                                | Allocated general and administrative expenses |                              |        | (9,901                       | )      |                                    | (5,431  | )                                  |        | (1,588                   | )     
|                                                | Allocated insurance expense                   |                              |        | (2,837                       | )      |                                    | (1,525  | )                                  |        | (500                     | )     
|                                                | Reimbursement of bonus awards                 |                              |        | (1,125                       | )      |                                    |        |                                    |        |                         |       
|                                                | Depreciation and amortization                 |                              |        | (21,432                      | )      |                                    | (11,750 | )                                  |        | (3,461                   | )     
|                                                |                                               |                              |        |                              |        |                                    |         |                                    |        |                          |       
|                                                |                                               | Operating income             |        |                              | 32,679 |                                    |         | 14,002                             |        |                          | 8,196 
|Other expense, net                              |                                               |                              | (7,537 | )                            |        | (4,129                             | )       |                                    | (1,057 | )                        |       
|                                                |                                               |                              |        |                              |        |                                    |         |                                    |        |                          |       
|                                                |                                               | Net earnings                 |        | $                            | 25,142 |                                    | $       | 9,873                              |        | $                        | 7,139 
|                                                |                                               |                              |        |                              |        |                                    |         |                                    |        |                          |       

92

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2007 AND 2006,
SIX MONTHS ENDED DECEMBER 31, 2005
AND YEAR ENDED JUNE 30, 2005

(16) BUSINESS SEGMENTS (Continued)

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

|                                                                  |         | Year ended December 31, 2007
|----------------------------------------------------------------- | ------- | ----------------------------
|
|Revenue from external customers                                   |         | $                           
|Revenue from TransMontaigne Inc. and Morgan Stanley Capital Group |         |                             
|                                                                  |         |                             
|                                                                  | Revenue |                             
|                                                                  |         |                             
|Identifiable assets                                               |         | $                           
|                                                                  |         |                             
|Capital expenditures                                              |         | $                           
|                                                                  |         |                             

|
|

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

|
|

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

93

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

YEARS ENDED DECEMBER 31, 2007 AND 2006,
SIX MONTHS ENDED DECEMBER 31, 2005
AND YEAR ENDED JUNE 30, 2005

(16) BUSINESS SEGMENTS (Continued)

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

(17) FINANCIAL RESULTS BY QUARTER (UNAUDITED)

|             |  | Three months ended |        | 
|------------ |  | ------------------ | ------ | 
|
|
|Revenue      |  | $                  | 32,700 | 
|             |  |                    |        | 
|Net earnings |  | $                  | 5,812  | 
|             |  |                    |        | 

|
|

|             |  | Three months ended |        | 
|------------ |  | ------------------ | ------ | 
|
|
|Revenue      |  | $                  | 12,090 | 
|             |  |                    |        | 
|Net earnings |  | $                  | 2,719  | 
|             |  |                    |        | 

94

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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, 2007.

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 Officers), as appropriate to allow timely decisions regarding required disclosure. The management of our general partner evaluated, with the participation of the
Certifying Officers, the effectiveness of our disclosure controls and procedures as of December 31, 2007, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that
evaluation, the Certifying Officers concluded that, as of December 31, 2007, our disclosure controls and procedures were effective. In addition, our Certifying Officers concluded that there
were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2007 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, 2007. The effectiveness of our internal control over financial reporting as of December 31,
2007 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which appears herein.

March 7,
2008

95

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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 TransMontaigne Partners L.P. and subsidiaries' (Company) internal control over financial reporting as of December 31, 2007, based on criteria established in Internal ControlIntegrated
Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
TransMontaigne GP L.L.C.'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, included in the accompanying management's report on internal control over financial reporting appearing under Item 9A. Our responsibility is to express an opinion on 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, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our
audit also included 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, TransMontaigne Partners L.P. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, 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, 2007, 2006 and 2005, and the related consolidated statements of operations, partners' equity, and cash flows for the years ended
December 31, 2007 and 2006, the six months ended December 31, 2005, and for the year ended June 30, 2005, and our report dated March 7, 2008 expressed an unqualified
opinion on those consolidated financial statements.

|                               |  | KPMG LLP
|------------------------------ |  | --------
|Denver, Colorado
March 7, 2008 |  |         

96

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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, 2007.

97

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Part III

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

MANAGEMENT OF TRANSMONTAIGNE PARTNERS

TransMontaigne GP L.L.C., 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, TransMontaigne Inc. through its wholly owned subsidiaries, controls our general partner. TransMontaigne Inc. is a
wholly owned subsidiary of Morgan Stanley Capital Group. 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.

Board of Directors and Officers

The board of directors of our general partner oversees our operations. As of the date of this report, there are six members of the board of directors of our
general partner, 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 board of directors currently has one vacancy arising from Mr. Dickey's resignation as an executive officer and a director of our general partner effective
January 1, 2008. As discussed below under "Subsequent Board Events," effective March 17, 2008, Messrs. Anderson, Shaffer and Utsler will resign as directors and three
new directors will become members of the board of directors of our general partner. 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. TransMontaigne Inc. 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.

98

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DIRECTORS AND EXECUTIVE OFFICERS

The following table shows information for the directors and reporting officers of TransMontaigne GP L.L.C. under Section 16 of the Securities
Exchange Act of 1934:

|Name                |  | Age |  | Position                                                       
|------------------- |  | --- |  | ---------------------------------------------------------------
|Donald H. Anderson  |  | 59  |  | Chairman of the Board                                          
|Randall J. Larson   |  | 50  |  | Chief Executive Officer                                        
|Gregory J. Pound    |  | 55  |  | President and Chief Operating Officer                          
|Frederick W. Boutin |  | 52  |  | Executive Vice President, Chief Financial Officer and Treasurer
|Erik B. Carlson     |  | 60  |  | Executive Vice President, General Counsel and Secretary        
|Deborah A. Davis    |  | 34  |  | Senior Vice President and Chief Accounting Officer             
|Javed Ahmed         |  | 38  |  | Director                                                       
|Jerry R. Masters    |  | 49  |  | Director                                                       
|David A. Peters     |  | 49  |  | Director                                                       
|D. Dale Shaffer     |  | 64  |  | Director                                                       
|Rex L. Utsler       |  | 62  |  | Director                                                       

Donald H. Andersonwas elected as the non-executive Chairman of the board of directors of our general partner in
February 2005. On March 5, 2008, Mr. Anderson resigned as a director and as the Chairman of the Board of our general partner, effective March 17, 2008. 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 served as the
President, Chief Financial Officer and Chief Accounting Officer of our general partner from February 2005 to December 2007. 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 served as the President and Chief Executive
officer of TransMontaigne Inc. since September 2006, and as its Chief Financial Officer from January 2003 to January 2008, as its Chief Accounting Officer from May 2002 to January 2008 and as
its Executive Vice President of TransMontaigne Inc. from May 2002 to September 2006 and 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 has also served as a director of Olco Petroleum Group Inc., a privately-held Canadian petroleum company in which TransMontaigne Inc. owns a 60%
interest, since December 2006.

99

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Gregory J. Poundhas served as the President and Chief Operating Officer of our general partner since January 2008 and served as
its Executive Vice President from May 2007 to December 2007. Mr. Pound has served as the Executive Vice PresidentAsset Operations of TransMontaigne Inc. since February 2002.
Mr. Pound has also served as a director of Olco Petroleum Group Inc. since December 2006.

Frederick W. Boutinhas served as an Executive Vice President and the Chief Financial Officer of our general partner since January
2008 and as its Treasurer since February 2005. Mr. Boutin served as the Senior Vice President of our general partner from February 2005 to December 2007. Mr. Boutin has served as the
Executive Vice President of TransMontaigne Inc. since February 2008, as its Treasurer since June 2003 and served as its Senior Vice President from September 1996 to January 2008. 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. Carlsonhas served as an Executive Vice President of our general partner since January 2008 and as its General Counsel and
Secretary since February 2005. Mr. Carlson served as the Senior Vice President of our general partner from February 2005 to December 2007. Mr. Carlson has been the Executive Vice
President of TransMontaigne Inc. since February 2008, as its General Counsel and Secretary since January 1998 and served as its Senior Vice President from January 1998 to January 2008. 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.

Deborah A. Davishas served as Senior Vice President and Chief Accounting Officer of our general partner since January 1, 2008.
Ms. Davis has served as Senior Vice PresidentAdministration of TransMontaigne Inc. since February 2008 and served as Vice President, Corporate Controller of
TransMontaigne Inc. from November 2005 to January 2008. From July 2002 through October 2005, Ms. Davis held various accounting positions with TransMontaigne Inc., most recently as
Executive Director, External Reporting. From September 1996 through June 2002, Ms. Davis held various positions in the audit department of KPMG LLP, departing as an Audit Manager.

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. Mr. Ahmed holds a BA from Yale University and Juris Doctor and MBA from
Harvard University.

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.

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

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with
Associated Natural Gas Corporation, 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. On March 5, 2008, Mr. Shaffer resigned as a director of our general partner, effective
March 17, 2008. 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 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. On March 5, 2008, Mr. Utsler resigned as a director of our general partner, effective
March 17, 2008. Mr. Utsler became Chief Executive Officer and Chairman of Grease Monkey China Ltd. Effective May 2006; President and Chief Executive Officer of Monkey Shine
Franchising, LLC, effective January 2007; President and Chief Executive Officer of Grease Monkey Franchising, LLC, effective February 2006 and Chief Executive Officer and Chairman of
Grease Monkey (Quingdao) Automotive Services, Ltd., effective September 2006. 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, in December 1999. Mr. Utsler previously served as Senior Vice President of GMI and GMHC
from September 1998 to January 2001.

Subsequent Board Events

Following the March 5, 2008 meeting of the board of directors of our general partner, Donald H. Anderson, D. Dale Shaffer and Rex L. Utsler resigned as
members of the board of directors, all to be effective March 17, 2008. In connection with their respective resignations, Messrs. Anderson, Shaffer and Utsler did not indicate that there
were any disagreements between any of them and us or members of the board of directors of our general partner regarding our operations, policies or procedures. These changes were requested by
representatives of Morgan Stanley Capital Group Inc. who serve on the board of directors of TransMontaigne Inc., which is the indirect owner of our general partner.

To
fill the resulting vacancies, the following individuals were appointed to the board of directors of our general partner, effective March 17, 2008: Duke R. Ligon as an
independent director and Olav Refvik and Stephen R. Munger as affiliated directors. Mr. Munger was also appointed to serve as Chairman of the board of directors of our general partner.
Based upon these appointments, and the anticipated appointment of a new independent director to fill the vacancy created by the resignation of William S. Dickey as a director of our general partner
effective January 1, 2008, the board of directors of our general partner will be comprised of seven directors, three of who are affiliated directors and

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four
of who are independent directors. Set forth below is (1) a list of the directors and the committees of the board of directors of our general partner upon which such directors are expected
to serve, effective March 17, 2008, and (2) the biographies of the newly appointed directors:

Name

TitleStephen R. Munger

Affiliated Director and Chairman of the BoardOlav Refvik

Affiliated DirectorJaved Ahmed

Affiliated DirectorDuke R. Ligon

Independent Director and a member of the Audit Committee, Conflicts Committee and the Compensation CommitteeJerry R. Masters

Independent Director, Chairman of the Audit Committee, Chairman of the Compensation Committee and a member of the Conflicts CommitteeDavid A. Peters

Independent Director, Chairman of the Conflicts Committee and a member of the Audit Committee


Stephen R. Munger, age 50, was appointed to serve as a member of the board of directors, effective March 17, 2008 and will
also serve as Chairman. Mr. Munger has served as the
Co-Chairman of the Mergers & Acquisitions Department of Morgan Stanley since 2003, having served as the operating Co-Head from 1999 through 2003. Mr. Munger has
also served as Chairman of the Morgan Stanley Global Energy Group since 2004. Mr. Munger was named a Managing Director of Morgan Stanley in 1992, and joined Morgan Stanley in 1988, having
previously worked in the Mergers & Acquisition Department of Merrill Lynch. Mr. Munger is a graduate of Dartmouth College and the Wharton School of Business.

Olav Refvikwas appointed to serve as a member of the board of directors, effective March 17, 2008. Mr. Refvik is a Managing
Director of Morgan Stanley. He is currently Head of Global Oil Liquids in Commodities. Mr. Refvik joined the firm in 1990 as Vice President, became Executive Director in 1991 and Managing
Director in 1996. Prior to joining Morgan Stanley, Mr. Refvik was employed at Statoil (1981-1990). He spent his last six years at the company as Head of Oil Products Trading in
London and New York. Mr. Refvik graduated from The Norwegian School of Business and Economics in Bergen, Norway in 1981.

Duke R. Ligon,age 66, was appointed to serve as a member of the board of directors, effective March 17, 2008, and will serve as a
member of the audit committee, conflicts committee and the compensation committee of the board of directors. Since February 2007, Mr. Ligon has served in the capacity of Strategic Advisor to
Love's Travel Stops & Country Stores, Inc., based in Oklahoma City, and has acted as Executive Director of the Love's Entrepreneurship Center at Oklahoma City University. From January
1997 to February 2007, Mr. Ligon served as General Counsel and Senior Vice President of Devon Energy Corporation, based in Oklahoma City, and was a member of the Executive Management Committee.
From 1995 to February 1997, Mr. Ligon was a partner in the law firm of Mayer, Brown & Platt, based in New York City. Mr. Ligon holds a Juris Doctor degree from the University of
Texas School of Law and has been admitted to the Bars of the District of Columbia, Oklahoma and New York. Mr. Ligon has served as a director of Panhandle Oil and Gas Inc. since August
2007.

Following
the resignations of Messrs. Anderson, Shaffer and Utsler, the board of directors of our general partner appointed Mr. Ligon to fill the resulting vacancies on
each of the audit committee and

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conflicts
committee created by the resignation of Rex L. Utsler, effective March 17, 2008. The board of directors of our general partner has affirmatively determined that Mr. Ligon,
based upon his education and experience, is financially literate for the purposes of qualifying to serve on the audit committee as required by Section 303A.07 of the NYSE Listed Company Manual,
and satisfies the independence standards set forth under Section 303A.02 of the NYSE Listed Company Manual. In addition, the board of directors of our general partner appointed Mr. Ligon
to fill the resulting vacancy on the compensation committee created by the resignation of Mr. Shaffer, effective March 17, 2008.

Due
to the resignation of Mr. Shaffer, the board of directors of our general partner selected Mr. Peters to preside as chairman of the executive session meetings of the
board of directors of our general partner effective March 17, 2008. Beginning on March 17, 2008, unitholders and other interested parties
may communicate with Mr. Peters in his capacity as chairman of the executive session meetings of the board of directors of our general partner in the manner described under
"Communications by Unitholders" below.

Messrs. Anderson,
Shaffer and Utsler abstained from the foregoing committee appointments and independence determinations since the new director appointments will become effective
following the resignations of each of Messrs. Anderson, Shaffer and Utsler.

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

Section 16(a) of the Securities Exchange Act of 1934 requires the executive officers and directors of our general partner, 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, 2007, 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 Corporate 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 assets of the lender; or (c) a charitable
organization if the total amount of the partnership's annual

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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)(ii) 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 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
(1) administers the TransMontaigne Services Inc. long-term incentive plan, pursuant to which directors of our general partner are granted equity-based awards, and
(2) which considers the allocation of incentive payment grants to certain employees of TransMontaigne Services Inc. under the TransMontaigne Services Inc. savings and retention
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.

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 annual 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

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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. The Code of Business Conduct and Code of Ethics for Senior Financial Officers each require prompt disclosure of any waiver of
the code for executive officers or directors made by the general partner's board of directors or any committee thereof as required by law or the New York Stock Exchange.

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:



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 April 16, 2007, 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.

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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. 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, 2007, we paid TransMontaigne Inc. an administrative fee of approximately $7.0 million. In connection with our acquisition of the Southeast facilities on
December 31, 2007, the administrative fee was increased to approximately $10.0 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. In addition, we agreed to reimburse TransMontaigne Inc. and its affiliates
up to $1.5 million for incentive payment grants to key employees of TransMontaigne Inc. and its affiliates under the TransMontaigne Services Inc. savings and retention plan,
provided that (i) no less than $1.5 million of the aggregate amount of such awards granted to key employees of TransMontaigne Inc. and its affiliates will be allocated to an
investment fund indexed to the performance of our common units, and (ii) the proposed allocations of such awards among these key employees are approved by the compensation committee of our
general partner to assure that an adequate portion of such awards are deemed invested in an investment fund indexed to the performance of our common units. For the year ended December 31, 2007,
we
reimbursed TransMontaigne Services Inc. approximately $1.1 million for bonus awards granted to its key employees under the TransMontaigne Services Inc. savings and retention plan.

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 to our
non-employee directors 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.

The
primary elements of TransMontaigne Inc.'s compensation program are a combination of annual cash and long-term equity-based compensation. During 2007, 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.

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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 2007,
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 is intended 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.

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 be replaced upon vesting on a
one-for-one basis with our common units, as the common units are acquired in the open market by the plan, or paid out in cash based upon the closing market price of the common
units on the date of vesting, at the option of the plan administrator. 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.

The
following table provides information concerning the compensation of our general partner's directors for 2007.

Director Compensation Table for 2007

|Name(a)               |  | Fees Earned or
Paid in Cash ($)
(b) |        | Stock Awards ($)(1)
(c) |   | All Other
Compensation ($)
(g) |  | Total ($)
(h)
|--------------------- |  | ----------------------------------- | ------ | ----------------------- | - | ------------------------------ |  | -------------
|Donald H. Anderson(2) |  |                                     |       |                         | $ | 71,000                         |  | $            
|William S. Dickey(3)  |  |                                     |       |                         |   |                               |  |              
|Javed Ahmed(4)        |  |                                     |       |                         |   |                               |  |              
|Jerry R. Masters      |  | $                                   | 30,000 |                         | $ | 71,000                         |  |              
|David A. Peters       |  | $                                   | 30,000 |                         | $ | 71,000                         |  |              
|D. Dale Shaffer       |  | $                                   | 30,000 |                         | $ | 71,000                         |  |              
|Rex L. Utsler         |  | $                                   | 30,000 |                         | $ | 71,000                         |  |              

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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, 2007, the compensation committee of our general partner awarded 10,000 restricted phantom units to
certain directors of our general partner. In addition, the compensation committee considers the proposed allocations of awards among the key employees of TransMontaigne Inc. and its affiliates
under the savings and retention plan to assure that an adequate portion of such awards are deemed invested in an investment fund indexed to the performance of our common units. There are no
compensation committee interlocks.

SAVINGS AND RETENTION PLAN

The board of directors of TransMontaigne Inc. adopted the savings and retention plan of TransMontaigne Services Inc. effective January 1,
2007. The plan is administered by the board of 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. Awards under the plan become vested as to 50% of a
participant's annual award as of the January 1 that falls closest to the second anniversary of the grant date, and the remaining 50% as of the January 1 that falls closest to the third
anniversary of the grant date, subject to earlier vesting upon a participant's retirement, death or disability, involuntary termination without cause, or termination of a participant's employment
following a change of control of Morgan Stanley or TransMontaigne Inc., or their affiliates, as specified in the plan. Generally, only senior level management of TransMontaigne
Services Inc. will receive awards under the plan. Although no assets are 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 determines both the amount and investment funds in which the bonus award will be deemed invested for each participant. For the year ended December 31, 2007,
the three investment funds that the plan administrator could select were (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

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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. For the year ended December 31, 2007, we reimbursed TransMontaigne Services Inc. approximately $1.1 million for bonus awards under the plan. Effective
January 1, 2008, TransMontaigne Inc. amended and restated the savings and retention plan for new awards from and after the effective date. Among other revisions to the plan, the
amendments added an additional investment fund, the Dodge & Cox Income Fund, which invests primarily in bonds and other fixed income securities.

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-officer 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-officer directors of our general
partner will continue to be made under the long-term incentive plan. During the year ended December 31, 2007, the compensation committee of the board of directors of our general
partner awarded 10,000 restricted phantom units to non-officer directors of our general partner under the plan. During the year ended December 31, 2007, no awards were made under
the plan to officers of TransMontaigne Services Inc.

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 491,790 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.

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 or
TransMontaigne Inc.

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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 long-term incentive plan permits grants of unit options and unit appreciation rights 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 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.

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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 3, 2008 by each director of our general partner,
and by each individual serving as an executive officer of our general partner as of March 3, 2008, 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 3, 2008 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 an aggregate of 12,444,566 limited partnership units outstanding as of March 3, 2008, consisting of 9,122,300
common units and 3,322,266 subordinated units. 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 3, 2008 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                                                | % | 23.1                                            | %
|Morgan Stanley Strategic Investments, Inc.(3)                                   |  |                                |  |                                              |   | 450,000                               |  | 13.5                                                | % | 3.6                                             | %
|Swank Capital, LLC(4)                                                           |  | 2,163,833                       |  | 23.7                                          | % |                                      |  |                                                    |   | 17.4                                            | %
|Neuberger Berman Inc.(5)                                                        |  | 776,971                         |  | 8.5                                           | % |                                      |  |                                                    |   | 6.2                                             | %
|Donald H. Anderson(6)(7)                                                        |  | 32,200                          |  | *                                             |   |                                      |  |                                                    |   | *                                               |  
|Frederick W. Boutin(8)                                                          |  | 30,200                          |  | *                                             |   |                                      |  |                                                    |   | *                                               |  
|Erik B. Carlson                                                                 |  | 31,000                          |  | *                                             |   |                                      |  |                                                    |   | *                                               |  
|Deborah A. Davis(8)                                                             |  | 3,544                           |  | *                                             |   |                                      |  |                                                    |   | *                                               |  
|William S. Dickey(7)                                                            |  | 40,000                          |  | *                                             |   |                                      |  |                                                    |   | *                                               |  
|Randall J. Larson(8)                                                            |  | 35,200                          |  | *                                             |   |                                      |  |                                                    |   | *                                               |  
|Javed Ahmed                                                                     |  |                                |  |                                              |   |                                      |  |                                                    |   |                                                |  
|Jerry R. Masters(9)                                                             |  | 18,500                          |  | *                                             |   |                                      |  |                                                    |   | *                                               |  
|David A. Peters(9)                                                              |  | 16,100                          |  | *                                             |   |                                      |  |                                                    |   | *                                               |  
|Gregory J. Pound(8)                                                             |  | 8,038                           |  | *                                             |   |                                      |  |                                                    |   | *                                               |  
|D. Dale Shaffer(7)                                                              |  | 6,700                           |  | *                                             |   |                                      |  |                                                    |   | *                                               |  
|Rex L. Utsler(7)                                                                |  | 10,600                          |  | *                                             |   |                                      |  |                                                    |   | *                                               |  
|Duke Ligon(7)                                                                   |  |                                |  |                                              |   |                                      |  |                                                    |   |                                                |  
|Olav Refvik(7)                                                                  |  |                                |  |                                              |   |                                      |  |                                                    |   |                                                |  
|Stephen R. Munger(7)                                                            |  |                                |  |                                              |   |                                      |  |                                                    |   |                                                |  
|All directors, director nominees and executive officers as a group (15 persons) |  | 232,082                         |  | 2.5                                           | % |                                      |  |                                                    |   | 1.9                                             | %

---

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EQUITY COMPENSATION PLAN INFORMATION

The following table summarizes information about our equity compensation plans as of December 31, 2007.

|                                                           |  | 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 in
column (a))(1)
|---------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------
|
|Equity compensation plans approved by security holders     |  |                                                                                               |  |                                                                            |  |                                                                                                                                              
|Equity compensation plans not approved by security holders |  | 10,000                                                                                         |  |                                                                            |  | 306,290                                                                                                                                       
|                                                           |  |                                                                                                |  |                                                                             |  |                                                                                                                                               
|Total                                                      |  | 10,000                                                                                         |  |                                                                            |  | 306,290                                                                                                                                       
|                                                           |  |                                                                                                |  |                                                                             |  |                                                                                                                                               

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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 Southeast 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 3, 2008, affiliates of
TransMontaigne Inc., in the aggregate, owned a 28.2% interest in the partnership, consisting of 3,322,266 subordinated units (representing a 26.2% partnership interest) and a 2% general partner
interest.

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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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                          |  | During the year ended December 31, 2007, we distributed approximately $7.0 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 $0.3 million 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, 2007 we paid TransMontaigne Inc. and its affiliates an administrative fee of $7.0 million with an additional insurance reimbursement of $1.7 million per year for the provision of various general and
administrative services for our benefit. We also reimbursed TransMontaigne Inc. approximately $1.1 million for incentive payment grants to key employees of TransMontaigne Inc. and its affiliates under the TransMontaigne
Services Inc. savings and retention plan. In connection with our acquisition of the Southeast terminal facilities on December 31, 2007, the administrative fee was increased to $10.0 million and the insurance reimbursement was increased
to $2.9 million for 2008. 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, which agreement was amended and restated on
December 31, 2007. The omnibus agreement, as amended and restated, addresses the following matters:



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Any
or all of the provisions of the omnibus agreement, are terminable by TransMontaigne Inc. at its option if our general partner is removed 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, 2007, we paid TransMontaigne Inc. an annual administrative fee of approximately
$7.0 million for the provision of various general and administrative services for our benefit. The administrative fee paid in fiscal 2007 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 approximately
$1.7 million for premiums on insurance policies covering our terminals and pipelines. The administrative fee may be increased annually 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 approximately $10.0 million and the insurance reimbursement was increased to approximately $2.9 million on December 31, 2007 to
reflect an allocation of the additional costs expected to be incurred by TransMontaigne Inc. on our behalf for providing services related to the Southeast facilities. In addition, we agreed to
reimburse TransMontaigne Inc. and its affiliates up to $1.5 million for incentive payment grants to key employees of TransMontaigne Inc. and its affiliates under the
TransMontaigne Services Inc. savings and retention plan, provided that (i) no less than $1.5 million of the aggregate amount of such awards granted to key employees of
TransMontaigne Inc. and its affiliates will be allocated to an investment fund indexed to the performance of the our common units, and (ii) that the proposed allocations of such awards
among the key employees of TransMontaigne Inc. and its affiliates are approved by the compensation committee of our general partner to assure that an adequate portion of such awards are deemed
invested in an investment fund indexed to the performance of our common units. The omnibus agreement will expire on December 31, 2014. If Morgan Stanley Capital Group elects to renew the
terminaling and services agreement for the Southeast terminals, we have the right to extend the term of the omnibus agreement for an additional seven years. Due to the acquisition of
TransMontaigne Inc. by Morgan Stanley Capital Group Inc. on September 1, 2006, the omnibus agreement no longer requires TransMontaigne Inc. to offer us any tangible assets
that it acquires or constructs related to the storage, transportation or terminaling of refined products in the United States.

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

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health
insurance benefits. For the year ended December 31, 2007, we reimbursed TransMontaigne Inc. approximately $11.3 million for direct expenses it incurred on our behalf,
excluding reimbursements for incentive payment grants to key employees of TransMontaigne Inc. and its affiliates under the TransMontaigne Services Inc. savings and retention plan.

Right of First Refusal

Under the omnibus agreement we have a right of first refusal to purchase TransMontaigne Inc.'s Pensacola, Florida refined petroleum products terminal
provided that we agree to pay no less than 105% of the purchase price offered by the third party bidder. The omnibus agreement also provides TransMontaigne Inc. with 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. These provisions are discussed under Item 1. "BusinessOur Relationship with TransMontaigne Inc. and Morgan Stanley Capital Group" of this
annual report.

Terminaling Services Agreements

We have entered into various terminaling services agreements with Morgan Stanley Capital Group and TransMontaigne Inc., which are discussed under
Item 1. "BusinessOur Relationship with TransMontaigne Inc. and Morgan Stanley Capital GroupTerminaling Services Agreements" of this annual report.

Acquisition from TransMontaigne Inc.

On December 31, 2007, we acquired the Southeast facilities from TransMontaigne Inc. for a cash payment of approximately $118.6 million. We
financed the acquisition of the Southeast facilities through additional borrowings under our senior secured credit facility. The acquisition was approved by the conflicts committee of the board of
directors of our general partner.

Indemnification

Under an indemnification agreement, which contains the indemnification terms previously set forth in 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 $15.0 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 Item 1. "Business and PropertiesEnvironmental MattersSite Remediation" of this annual report. 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

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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
Item 1. "Business and PropertiesEnvironmental MattersSite Remediation" of this annual report. 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
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 $15.0 million.

Under
the purchase agreement for the Southeast facilities, TransMontaigne Inc. has agreed to indemnify us for certain environmental liabilities, discussed under Item 1.
"Business and PropertiesEnvironmental MattersSite Remediation" of this annual report. 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 provided that indemnifiable
losses must first exceed $500,000 and total indemnification is generally limited to $15.0 million. We have agreed to indemnify
TransMontaigne Inc. for any losses attributable to any breach of our representations, warranties or covenants or the post-closing operations of the Southeast Terminals, including
any environmental liabilities occurring after December 31, 2007, to the extent not subject to TransMontaigne Inc.'s indemnification obligations.

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 3.6% of our outstanding
limited partner 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, 2008, Morgan Stanley Strategic Investments, Inc. would receive an annual distribution of approximately $0.7 million on its subordinated units. During fiscal year
ended December 31, 2007, Morgan Stanley Strategic Investments, Inc. received $0.9 million of distributions.

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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):

2007

2006Audit fees(1)

$
525,000

$
535,000Audit-related fees(2)


108,000


185,000Tax fees





All other fees





Total accounting fees and services

$
633,000

$
720,000




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.

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Part IV

ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES

|Exhibit
Number |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1            |  | Underwriting Agreement, dated May 17, 2007, among TransMontaigne Partners L.P., TransMontaigne GP L.L.C., Morgan Stanley & Co. Incorporated and UBS Securities LLC, on behalf of the
Underwriters (incorporated by reference to Exhibit 1.1 of the Current Report on Form 8-K filed by TransMontaigne Partners L.P. with the SEC on May 21, 2007)                                                                                                                                                                                                                                                                                                   
|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).                                                                                                                                                                                                                                                                                                                                                  
|2.3            |  | Facilities Sale Agreement, dated as of December 28, 2007, 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 3, 2008).                                                                                                                                                                                                                                                                                                                                                  
|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  |  | First Amendment to Amended and Restated Senior Secured Credit Facility, dated July 12, 2007, by and among TransMontaigne Operating Company L.P., a Delaware limited partnership, 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 10.1 of the Current Report on Form 8-K filed by TransMontaigne Partners L.P. with the SEC on July 18, 2007).
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.3  |  | Increased Commitment Supplement, dated July 12, 2007, by and among TransMontaigne Operating Company L.P., 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 July 18, 2007).                                                                                                                                                                                                                  
|10.4  |  | 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).          
|10.5* |  | Amended and Restated Omnibus Agreement, dated December 28, 2007, among TransMontaigne Inc., TransMontaigne Partners L.P., TransMontaigne GP L.L.C., TransMontaigne Operating GP L.L.C. and TransMontaigne Operating
Company L.P.                                                                                                                                                                                                                                                                                                                                                  
|10.7  |  | 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).**                                                                                                                                                                                                                                                                                                                                                                   
|10.9  |  | 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).                                                                                                                                                                                                                                 
|10.10 |  | 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).**                                                                                                                                                                                                                                                                                       
|10.11 |  | 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).**                                                                                                                                                                                                                                                                          
|10.12 |  | 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).**                                                                                                                                                                                                                                                                                                                                      
|10.13 |  | 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).                                                                                                                                                                                                                                                                                                                            

121

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|10.14  |  | 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 (incorporated by
reference to Exhibit 10.13 of the Annual report on Form 10-K filed by TransMontaigne partners L.P. with the SEC on March 16, 2007).(1)
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.15  |  | Terminaling Services Agreement, dated June 1, 2007, between TransMontaigne Partners L.P. and Morgan Stanley Capital Group Inc. (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q filed by
TransMontaigne Partners L.P. with the SEC on August 9, 2007) (1)                                                                                 
|10.16* |  | Terminaling Services AgreementSoutheast and Collins/Purvis, dated January 1, 2008, between TransMontaigne Partners L.P. and Morgan Stanley Capital Group Inc.(1)                                                                                                                                                                                                        
|10.17* |  | Indemnification Agreement, dated December 28, 2007, among TransMontaigne Inc., TransMontaigne Partners L.P., TransMontaigne GP L.L.C., TransMontaigne Operating GP L.L.C. and TransMontaigne Operating
Company L.P.                                                                                                                                                      
|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 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                      
|31.2*  |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                      
|32.1*  |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                       
|32.2*  |  | Certification of 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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122

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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:                         
| |  |                             
| |  |                             

Date:
March 7, 2008

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 of the Board and a Director                            |  | March 7, 2008
|/s/RANDALL J. LARSONRandall J. Larson     |  | Chief Executive Officer                                         |  | March 7, 2008
|/s/GREGORY J. POUNDGregory J. Pound       |  | President and Chief Operating Officer                           |  | March 7, 2008
|/s/FREDERICK W. BOUTINFrederick W. Boutin |  | Executive Vice President, Chief Financial Officer and Treasurer |  | March 7, 2008
|/s/DEBORAH A. DAVISDeborah A. Davis       |  | Senior Vice President and Chief Accounting Officer              |  | March 7, 2008
|/s/JAVED AHMEDJaved Ahmed                 |  | Director                                                        |  | March 7, 2008
|/s/JERRY R. MASTERSJerry R. Masters       |  | Director                                                        |  | March 7, 2008
|/s/DAVID A. PETERSDavid A. Peters         |  | Director                                                        |  | March 7, 2008
|/s/D. DALE SHAFFERD. Dale Shaffer         |  | Director                                                        |  | March 7, 2008
|/s/REX L. UTSLERRex L. Utsler             |  | Director                                                        |  | March 7, 2008

123

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EXHIBIT INDEX

|Exhibit
Number |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1            |  | Underwriting Agreement, dated May 17, 2007, among TransMontaigne Partners L.P., TransMontaigne GP L.L.C., Morgan Stanley & Co. Incorporated and UBS Securities LLC, on behalf of the
Underwriters (incorporated by reference to Exhibit 1.1 of the Current Report on Form 8-K filed by TransMontaigne Partners L.P. with the SEC on May 21, 2007)                                                                                                                                                                                                                                                                                                   
|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).                                                                                                                                                                                                                                                                                                                                                  
|2.3            |  | Facilities Sale Agreement, dated as of December 28, 2007, 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 3, 2008).                                                                                                                                                                                                                                                                                                                                                  
|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           |  | First Amendment to Amended and Restated Senior Secured Credit Facility, dated July 12, 2007, by and among TransMontaigne Operating Company L.P., a Delaware limited partnership, 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 10.1 of the Current Report on Form 8-K filed by TransMontaigne Partners L.P. with the SEC on July 18, 2007).                                                                  
|10.3           |  | Increased Commitment Supplement, dated July 12, 2007, by and among TransMontaigne Operating Company L.P., 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 July 18, 2007).                                                                                                                                                                                                                                                                                    

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|10.4   |  | 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).
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.5*  |  | Amended and Restated Omnibus Agreement, dated December 28, 2007, among TransMontaigne Inc., TransMontaigne Partners L.P., TransMontaigne GP L.L.C., TransMontaigne Operating GP L.L.C. and TransMontaigne Operating
Company L.P.                                                                                                                                                                                                                                                                                                                                        
|10.7   |  | 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).**                                                                                                                                                                                                                                                                                                                                                         
|10.9   |  | 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).                                                                                                                                                                                                                       
|10.10  |  | 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).**                                                                                                                                                                                                                                                                             
|10.11  |  | 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).**                                                                                                                                                                                                                                                                
|10.12  |  | 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).**                                                                                                                                                                                                                                                                                                                            
|10.13  |  | 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).                                                                                                                                                                                                                                                                                                                  
|10.14  |  | 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 (incorporated by
reference to Exhibit 10.13 of the Annual report on Form 10-K filed by TransMontaigne partners L.P. with the SEC on March 16, 2007).(1)                                                                                                                                                                                               
|10.15  |  | Terminaling Services Agreement, dated June 1, 2007, between TransMontaigne Partners L.P. and Morgan Stanley Capital Group Inc. (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q filed by
TransMontaigne Partners L.P. with the SEC on August 9, 2007) (1)                                                                                                                                                                                                                                                                                
|10.16* |  | Terminaling Services AgreementSoutheast and Collins/Purvis, dated January 1, 2008, between TransMontaigne Partners L.P. and Morgan Stanley Capital Group Inc.(1)                                                                                                                                                                                                                                                                                                                                                                                                       
|10.17* |  | Indemnification Agreement, dated December 28, 2007, among TransMontaigne Inc., TransMontaigne Partners L.P., TransMontaigne GP L.L.C., TransMontaigne Operating GP L.L.C. and TransMontaigne Operating
Company L.P.                                                                                                                                                                                                                                                                                                                                                     
|21.1*  |  | List of Subsidiaries of TransMontaigne Partners L.P.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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|23.1* |  | Consent of Independent Registered Public Accounting Firm                                                                                          
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|31.1* |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                               
|31.2* |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                               
|32.1* |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|32.2* |  | Certification of 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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