Exhibit 10.17  Execution Copy  INDEMNIFICATION AGREEMENT  THIS INDEMNIFICATION AGREEMENT (Agreement), dated as
of December 31, 2007, but effective for all purposes as of January 1,
2008 (the Effective Date) is entered into by and among TransMontaigne Inc., a
Delaware corporation (TMG), TransMontaigne GP L.L.C., a Delaware limited
liability company (the General Partner), TransMontaigne Partners L.P., a
Delaware limited partnership (the Partnership), TransMontaigne Operating GP
L.L.C., a Delaware limited liability company (the OLP GP), and TransMontaigne
Operating Company L.P., a Delaware limited partnership (the Operating
Partnership).  The above-named entities
are sometimes referred to in this Restated Agreement each as a Party and
collectively as the Parties.  R E C I
T A L S:  A.            The
Parties have previously entered into an Omnibus Agreement, effective as of May 27,
2005, as amended by the First Amendment to Omnibus Agreement dated October 31,
2005, the Second Amendment to Omnibus Agreement dated as of January 1,
2006 and the Third Amendment to Omnibus Agreement effective as of December 29,
2006 (the Omnibus Agreement).  C.            The
Partnership, on behalf of itself and its affiliates, has entered into a
Facilities SaleAgreement
dated as of December 28, 2007 with TransMontaigne Product Services Inc. (TPSI)
to purchase certain refined petroleum product terminals and related truck
loading, marine dock facilities and other assets comprising the Southeast
Terminals (collectively, the Facilities) from TPSI (the Transaction), which
Transaction is anticipated to close on or about December 31, 2007.  D.            In
conjunction with the Transaction, the Parties entered into an Amended and
Restated Omnibus Agreement dated as of December 31, 2007, but effective
for all purposes on January 1, 2008 (the Restated Omnibus Agreement), to
set forth TMGs agreement to provide management, legal, accounting and tax
services with respect to the Facilities from and after the closing date of the
Transaction, as well as provide personnel to operate the Facilities.  E.             In conjunction with the Transaction and the negotiation
of the Restated Omnibus Agreement, the Parties agreed to (a) omit from the
Restated Omnibus Agreement the provisions that comprised Article III of
the Omnibus Agreement, which set forth therein certain indemnification
obligations of the Parties to each other with respect to the assets conveyed,
contributed, or otherwise transferred by the TMG Entities to the Partnership
Group prior to or on May 27, 2005 (the closing date of the Partnerships
initial public offering of Common Units and the date of each of the
Contribution Agreement and the Partnership Agreement (each as defined herein)),
and (b) set forth in this Agreement those certain indemnification obligations
that comprised the provisions of Article III of the Omnibus Agreement.


In
consideration of the premises and the covenants, conditions, and agreements
contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties hereto hereby
agree as follows:  ARTICLE I
Definitions  1.1Definitions.  As
used in this Agreement, the following terms shall have the respective meanings
set forth below:  Agreementis defined in
the introductory paragraph of this Agreement.  Assetsmeans all
assets conveyed, contributed, or otherwise transferred by the TMG Entities to
the Partnership Group pursuant to the Contribution Agreement prior to or on the
Closing Date, including any such assets held by a Person whose ownership
interests were transferred by the TMG Entities to the Partnership Group prior
to or on the Closing Date by means of operation of law or otherwise.  Closing Datemeans May 27,
2005, the date of the closing of the Partnerships initial public offering of
Common Units.  Common Unitsis defined in the Partnership Agreement.  Conflicts Committeeis defined in the Partnership Agreement.  Contribution Agreementmeans that certain
Contribution, Conveyance and Assumption Agreement, dated as of the Closing
Date, among TMG, TransMontaigne Services Inc., TransMontaigne Product Services
Inc., the General Partner, the Partnership, the OLP GP, the Operating
Partnership, Coastal Fuels Marketing, Inc. and certain other parties,
together with the additional conveyance documents and instruments contemplated
or referenced thereunder.  controlmeans the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through ownership
of voting securities, by contract, or otherwise.  Covered Environmental Lossesis defined in Section 2.1(a).  Environmental Lawsmeans all federal, state and local laws,
statutes, rules, regulations, orders and ordinances, legally enforceable
requirements and rules of common law, now or hereafter in effect, relating
to the protection of the environment including, without limitation, the federal
Comprehensive Environmental Response, Compensation, and Liability Act, the
Superfund Amendments Reauthorization Act, the Resource Conservation and
Recovery Act, the Clean Air Act, the Federal Water Pollution Control Act, the
Toxic Substances Control Act, the Oil Pollution Act, the Safe Drinking   2


Water Act, the Hazardous Materials Transportation Act,
and other environmental conservation and protection laws, each as amended from
time to time.  General Partneris defined in
the introductory paragraph of this Agreement.  Hazardous
Substance means (a) any substance that is designated,
defined or classified as a hazardous waste, hazardous material, pollutant,
contaminant or toxic or hazardous substance, or that is otherwise regulated
under any Environmental Law, including, without limitation, any hazardous
substance as such term is defined under the Comprehensive Environmental
Response, Compensation, and Liability Act, as amended, (b) petroleum,
petroleum products, crude oil, oil, gasoline, natural gas, fuel oil, motor oil,
waste oil, diesel fuel, jet fuel, and other petroleum hydrocarbons, whether
refined or unrefined and (c) asbestos, whether in a friable or non-friable
condition, and polychlorinated biphenyls.  Indemnified Partymeans either the
Partnership Entities or the TMG Entities, as the case may be, each in its
capacity as a party entitled to indemnification in accordance with Article III.  Indemnifying Partymeans either a Partnership
Group Member or TMG, as the case may be, each in its capacity as a party from
whom indemnification may be sought in accordance with Article III.  Limited Partneris defined in the
Partnership Agreement.  OLP GPis defined in
the introductory paragraph of this Agreement.  Omnibus Agreementis defined in
the recitals to this Agreement.  Operating Partnershipis defined in
the introductory paragraph of this Agreement.  Partnershipis defined in
the introductory paragraph of this Agreement.  Partnership Agreementmeans the
First Amended and Restated Agreement of Limited Partnership of TransMontaigne Partners
L.P., dated as of the Closing Date, as such agreement is in effect on the
Closing Date, to which reference is hereby made for all purposes of this
Agreement.  Partnership Entitiesmeans the General Partner and each member of the Partnership Group;
and Partnership Entitymeans any of the Partnership Entities.  Partnership Groupmeans the
Partnership, the OLP GP, the Operating Partnership and any Subsidiary of any
such Person, treated as a single consolidated entity; and Partnership Group Membermeans any member of the Partnership Group.  Partyand Parties are defined in the introductory paragraph of this
Agreement.   3


Personmeans an
individual or a corporation, limited liability company, partnership, joint
venture, trust, unincorporated organization, association, government agency or
political subdivision thereof or other entity.  Restated Omnibus
Agreementis defined in the recitals to this Agreement.  Retained Assetsmeans the terminals,
pipelines and other assets and investments owned by any of the TMG Entities as
of the Closing Date that were not conveyed, contributed or otherwise
transferred to the Partnership Group pursuant to the Contribution Agreement and
other documents relating to the transactions referred to in the Contribution
Agreement, including, without limitation, replacements and natural extensions
of any Retained Assets.  Subsidiary means, with respect to any
Person, (a) a corporation of which more than 50% of the voting power of
shares entitled (without regard to the occurrence of any contingency) to vote
in the election of directors or other governing body of such corporation is
owned, directly or indirectly, at the date of determination, by such Person, by
one or more Subsidiaries of such Person or a combination thereof, (b) a
partnership (whether general or limited) in which such Person or a Subsidiary
of such Person is, at the date of determination, a general or limited partner
of such partnership, but only if more than 50% of the partnership interests of
such partnership (considering all of the partnership interests of the
partnership as a single class) is owned, directly or indirectly, at the date of
determination, by such Person, by one or more Subsidiaries of such Person, or a
combination thereof, or (c) any other Person (other than a corporation or
a partnership) in which such Person, one or more Subsidiaries of such Person,
or a combination thereof, directly or indirectly, at the date of determination,
has (i) at least a majority ownership interest or (ii) the power to
elect or direct the election of a majority of the directors or other governing
body of such Person.  TMGis defined in
the introductory paragraph of this Agreement.  TMG Entitiesmeans TMG and
any Person controlled, directly or indirectly, by TMG other than the
Partnership Entities; and TMG Entity means any of the TMG Entities.  Toxic Tortmeans a claim or cause of
action arising from personal injury or property damage incurred by the plaintiff
that is alleged to have been caused by exposure to, or contamination by,
Hazardous Substances that have been released into the environment by or as a
result of the actions or omissions of the defendant.  Transactionis defined in
the recitals to this Agreement.  Transfer,including the correlative
terms Transferring or Transferred, means any direct or
indirect transfer, assignment, sale, gift, pledge, hypothecation or other
encumbrance, or any other disposition (whether voluntary, involuntary or by
operation of law) of any assets, property or rights.   4


Voluntary Cleanup Program means a program of the
United States or a state of the United States enacted pursuant to Environmental
Laws which provides for a mechanism for the written approval of, or
authorization to conduct, voluntary remedial action for the clean-up, removal
or remediation of contamination that exceeds actionable levels established
pursuant to Environmental Laws.  ARTICLE II  Indemnification  2.1Environmental
Indemnification.  (a)           Subject to Section 2.2, TMG
shall indemnify, defend and hold harmless the Partnership Group for a period of
five years after the Closing Date from and against environmental and Toxic Tort
losses, damages (including, without limitation, real property damages and
natural resource damages), injuries (including, without limitation, personal
injury and death), liabilities, claims, demands, breaches of contracts, causes
of action, judgments, settlements, fines, penalties, costs and expenses
(including, without limitation, court costs and reasonable attorneys and
experts fees) of any and every kind or character, known or unknown, fixed or
contingent, suffered or incurred by the Partnership Group by reason of or
arising out of:  (i)            any violation, or correction of any
violation, of Environmental Laws associated with the ownership or operation of
the Assets, or  (ii)           any event or condition associated
with the ownership or operation of the Assets (including, without limitation,
the presence of Hazardous Substances on, under, about or migrating to or from
the Assets or the disposal or release of Hazardous Substances generated by the
operation of the Assets at non-Asset locations) including, without limitation, (A) the
cost and expense of any investigation, assessment, evaluation, monitoring,
containment, cleanup, repair, restoration, remediation, or other corrective
action required or necessary under Environmental Laws or to satisfy any
applicable Voluntary Cleanup Program, (B) the cost or expense of the
preparation and implementation of any closure, remedial, corrective action, or
other plans required or necessary under Environmental Laws or to satisfy any
applicable Voluntary Cleanup Program, and (C) the cost and expense for any
environmental or Toxic Tort pre-trial, trial, or appellate legal or litigation
support work;  but only to the extent that such violation
complained of under Section 2.1(a)(i) or such events or conditions
included under Section 2.1(a)(ii) occurred before the Closing Date
(collectively, Covered Environmental Losses).  (b)           The Partnership Group shall jointly
and severally indemnify, defend and hold harmless the TMG Entities from and
against environmental and Toxic Tort losses, damages (including, without
limitation, real property damages and natural resource damages), injuries
(including, without limitation, personal injury and death), liabilities,
claims, demands, breaches of contracts, causes of action, judgments,   5


settlements, fines,
penalties, costs and expenses (including, without limitation, court costs and
reasonable attorneys and experts fees) of any and every kind or character,
known or unknown, fixed or contingent, suffered or incurred by the TMG Entities
by reason of or arising out of:  (i)            any violation or correction of
violation of Environmental Laws associated with the ownership or operation of
the Assets, or  (ii)           any event or condition associated
with the ownership or operation of the Assets (including, but not limited to,
the presence of Hazardous Substances on, under, about or migrating to or from
the Assets or the disposal or release of Hazardous Substances generated by the
operation of the Assets at non-Asset locations) including, without limitation, (A) the
cost and expense of any investigation, assessment, evaluation, monitoring,
containment, cleanup, repair, restoration, remediation, or other corrective
action required or necessary under Environmental Laws, (B) the cost or
expense of the preparation and implementation of any closure, remedial,
corrective action, or other plans required or necessary under Environmental
Laws, and (C) the cost and expense for any environmental or Toxic Tort
pre-trial, trial, or appellate legal or litigation support work;  and regardless of whether such violation
complained of under Section 2.1(b)(i) or such events or conditions
included under Section 2.1(b)(ii) occurred before or after the
Closing Date, except to the extent that any of the foregoing are Covered
Environmental Losses for which the Partnership Group is entitled to
indemnification from TMG under this Article II.  2.2          Limitations Regarding
Environmental Indemnification.  The aggregate liability of TMG in respect of
all Covered Environmental Losses under Section 2.1(a) shall not
exceed $15.0 million.  TMG shall not have
any obligation under Section 2.1(a) until the Covered Environmental
Losses of the Partnership Group exceed $250,000, and then only to the extent
such aggregate Covered Environmental Losses exceed $250,000.  Notwithstanding anything herein to the
contrary, in no event shall TMG have any indemnification obligations under Section 2.1(a) for
claims made as a result of additions to or modifications of Environmental Laws
promulgated after the Closing Date.  2.3Right of Way
Indemnification.  TMG shall indemnify, defend and hold harmless
the Partnership Group from and against any losses, damages, liabilities,
claims, demands, causes of action, judgments, settlements, fines, penalties,
costs, and expenses (including, without limitation, court costs and reasonable
attorneys and experts fees) of any and every kind or character, known or
unknown, fixed or contingent, suffered or incurred by the Partnership Group by
reason of or arising out of (a) the failure of the applicable Partnership
Group Member to be the owner of such valid and indefeasible easement rights or
fee ownership interests in and to the lands on which any refined products
terminal, pipeline or related equipment conveyed or contributed or otherwise Transferred
(including by way of a Transfer of the ownership interest of a Person or by
operation of law) to the applicable Partnership Group Member on the Closing
Date is located as of the Closing Date; (b) the failure of the applicable   6


Partnership Group Member to
have the consents, licenses and permits necessary to allow any such pipeline
referred to in clause (a) of this Section 2.3 to cross the roads,
waterways, railroads and other areas upon which any such pipeline is located as
of the Closing Date; and (c) the cost of curing any condition set forth in
clause (a) or (b) above that does not allow any Asset to be operated
in accordance with customary industry practice, to the extent that TMG is
notified in writing of any of the foregoing within five years after the Closing
Date.  2.4Additional Indemnification.  (a)           In addition to and not in limitation
of the indemnification provided under Sections 2.1(a) and 2.3, TMG shall
indemnify, defend, and hold harmless the Partnership Group from and against any
losses, damages, liabilities, claims, demands, causes of action, judgments,
settlements, fines, penalties, costs, and expenses (including, without
limitation, court costs and reasonable attorneys and experts fees) of any and
every kind or character, known or unknown, fixed or contingent, suffered or
incurred by the Partnership Group by reason of or arising out of (i) all
currently pending legal actions against the TMG Entities, (ii) events and
conditions associated with the Retained Assets (including, without limitation,
the Option Assets unless and until purchased by a Partnership Group Member),
whether occurring before or after the Closing Date, and (iii) all federal,
state and local income tax liabilities attributable to the operation of the
Assets prior to the Closing Date, including any such income tax liabilities of
the TMG Entities that may result from the consummation of the formation
transactions for the Partnership Group and the General Partner.  (b)           In addition to and not in limitation
of the indemnification provided under Section 2.1(b) or the
Partnership Agreement, the Partnership Group shall jointly and severally
indemnify, defend, and hold harmless the TMG Entities from and against any
losses, damages, liabilities, claims, demands, causes of action, judgments,
settlements, fines, penalties, costs, and expenses (including, without
limitation, court costs and reasonable attorneys and experts fees) of any and
every kind or character, known or unknown, fixed or contingent, suffered or
incurred by the TMG Entities by reason of or arising out of events and
conditions associated with the operation of the Assets and occurring on or
after the Closing Date (other than Covered Environmental Losses, which are
provided for under Section 2.1), unless such indemnification would not be
permitted under the Partnership Agreement by reason of one of the provisos
contained in Section 7.7(a) of the Partnership Agreement.  2.5Indemnification
Procedures.  (a)           The Indemnified Party agrees that
promptly after it becomes aware of facts giving rise to a claim for
indemnification under this Article II, it will provide notice thereof in
writing to the Indemnifying Party, specifying the nature of and specific basis
for such claim.  (b)           The Indemnifying Party shall have the
right to control all aspects of the defense of (and any counterclaims with
respect to) any claims brought against the Indemnified Party that are covered
by the indemnification under this Article II, including,   7


without limitation, the
selection of counsel, determination of whether to appeal any decision of any
court and the settling of any such matter or any issues relating thereto; provided, however, that no such settlement shall be entered
into without the consent of the Indemnified Party unless it includes a full
release of the Indemnified Party from such matter or issues, as the case may
be, and does not include the admission of fault, culpability or a failure to
act, by or on behalf of such indemnified party.  (c)           The Indemnified Party agrees to
cooperate fully with the Indemnifying
Party, with respect to all aspects of the defense of any claims covered
by the indemnification under this Article II, including, without
limitation, the prompt furnishing to the
Indemnifying Party of any correspondence or other notice relating
thereto that the Indemnified Party may receive, permitting the name of the
Indemnified Party to be utilized in connection with such defense, the making
available to the Indemnifying Party
of any files, records or other information of the Indemnified Party that the Indemnifying Party considers
relevant to such defense and the making available to the Indemnifying Party of any employees of the Indemnified Party; provided, however, that in connection therewith the Indemnifying Party agrees to use
reasonable efforts to minimize the impact thereof on the operations of the
Indemnified Party and further agrees to maintain the confidentiality of all
files, records, and other information furnished by the Indemnified Party
pursuant to this Section 2.5.  In no
event shall the obligation of the Indemnified Party to cooperate with the Indemnifying Party as set forth in
the immediately preceding sentence be construed as imposing upon the
Indemnified Party an obligation to hire and pay for counsel in connection with
the defense of any claims covered by the indemnification set forth in this Article II;
provided, however, that the Indemnified
Party may, at its own option, cost and expense, hire and pay for counsel in
connection with any such defense.  The Indemnifying Party agrees to keep
any such counsel hired by the Indemnified Party informed as to the status of
any such defense, but the Indemnifying
Party shall have the right to retain sole control over such defense.  (d)           In determining the amount of any
loss, cost, damage or expense for which the Indemnified Party is entitled to
indemnification under this Agreement, the gross amount of the indemnification
will be reduced by (i) any insurance proceeds realized by the Indemnified
Party and (ii) all amounts recovered by the Indemnified Party under
contractual indemnities from third Persons. 
For purposes of calculating the aggregate liability of TMG under Section 2.1(a),
TMG will be deemed to have incurred any such liability when incurred or paid
(and such liability shall be applied toward the $15.0 million limitation on
liability set forth in Section 2.2), regardless of the status of any
insurance claims in respect thereof, and such liability (and the application
thereof toward the $15.0 million limitation on liability set forth in Section 2.2)
will be reduced when any insurance proceeds in respect thereof are actually
received by TMG to the extent that TMG is not required to pay such proceeds
over to any of the Partnership Entities.  (e)           The date on which notification of a
claim for indemnification is received by the Indemnifying Party shall determine
whether such claim is timely made.   8


ARTICLE III  Miscellaneous  3.1          Choice of Law; Submission
to Jurisdiction.This Agreement shall be subject to and
governed by the laws of the State of Colorado, excluding any conflicts-of-law rule or
principle that might refer the construction or interpretation of this Agreement
to the laws of another state.  Each Party
hereby submits to the jurisdiction of the state and federal courts in the State
of Colorado and to venue in Denver, Colorado.  3.2          Notice.  All notices or requests or consents provided
for by, or permitted to be given pursuant to, this Agreement must be in writing
and must be given by depositing same in the United States mail, addressed to
the Person to be notified, postpaid, and registered or certified with return
receipt requested or by delivering such notice in person or by telecopier or
telegram to such Party.  Notice given by
personal delivery or mail shall be effective upon actual receipt.  Notice given by telegram or telecopier shall
be effective upon actual receipt if received during the recipients normal
business hours or at the beginning of the recipients next business day after
receipt if not received during the recipients normal business hours.  All notices to be sent to a Party pursuant to
this Agreement shall be sent to or made at the address set forth below such
Partys signature to this Agreement or at such other address as such Party may
stipulate to the other Parties in the manner provided in this Section 3.2.  if to the TMG
Entities:  TransMontaigne
Inc. 1670 Broadway Suite 3100 Denver, Colorado 80202 Attention: 
President Fax:  303-626-8228  if to the Partnership Entities:  TransMontaigne Partners L.P. c/o TransMontaigne GP L.L.C. 1670 Broadway Suite 3100 Denver, Colorado 80202 Attention: 
President Fax:  303-626-8228  3.3          Entire Agreement.This Agreement constitutes the entire
agreement of the Parties relating to the matters contained herein, superseding
all prior contracts or agreements, whether oral or written, relating to the
matters contained herein.  3.4          Amendment or ModificationThis Agreement may be amended or modified from time to time only by the
written agreement of all the Parties hereto; provided, however, that the
Partnership may not, without the prior approval of the Conflicts Committee,   9


agree to any amendment or
modification of this Agreement that the General Partner determines will
adversely affect the holders of Common Units. 
Each such instrument shall be reduced to writing and shall be designated
on its face an Amendment or an Addendum to this Agreement.  3.5          Assignment.  No Party shall have the right to assign any
of its rights or obligations under this Agreement without the consent of the
other Parties hereto.  3.6          Counterparts. This Agreement may
be executed in any number of counterparts with the same effect as if all
signatory parties had signed the same document. 
All counterparts shall be construed together and shall constitute one
and the same instrument.  3.7          Severability. If any provision of
this Agreement shall be held invalid or unenforceable by a court or regulatory
body of competent jurisdiction, the remainder of this Agreement shall remain in
full force and effect.  3.8          Further Assurances. In connection with
this Agreement and all transactions contemplated by this Agreement, each
signatory party hereto agrees to execute and deliver such additional documents
and instruments and to perform such additional acts as may be necessary or
appropriate to effectuate, carry out and perform all of the terms, provisions
and conditions of this Agreement and all such transactions.  3.9          Rights of Limited Partners.  The provisions of this Agreement are
enforceable solely by the Parties to this Agreement, and no Limited Partner of
the Partnership shall have the right, separate and apart from the Partnership,
to enforce any provision of this Agreement or to compel any Party to this
Agreement to comply with the terms of this Agreement.   10


IN
WITNESS WHEREOF, the Parties have executed this Agreement on, and effective as
of January 1, 2008.  TRANSMONTAIGNE
  INC.By:
  /s/
  Erik B. CarlsonName:
  Erik
  B. CarlsonTitle:
  Senior
  Vice PresidentTRANSMONTAIGNE
  GP L.L.C.By:
  /s/ Randall J. LarsonName:
  Randall
  J. LarsonTitle:
  Chief
  Executive OfficerTRANSMONTAIGNE
  PARTNERS L.P.By TransMontaigne GP L.L.C.Its General PartnerBy:
  /s/ Randall J. LarsonName:
  Randall
  J. LarsonTitle:
  Chief
  Executive OfficerTRANSMONTAIGNE
  OPERATING GP L.L.C.By:
  /s/ Randall J. LarsonName:
  Randall
  J. LarsonTitle:
  Chief
  Executive Officer   11


TRANSMONTAIGNE
  OPERATING COMPANY L.P.By
  TransMontaigne Operating GP L.L.C.Its
  General PartnerBy:
  /s/ Randall J. LarsonName:
  Randall
  J. LarsonTitle:
  Chief
  Executive Officer    12