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Exhibit 10.3    
    






 

  



  



   

OMNIBUS AGREEMENT  


 among  


 TRANSMONTAIGNE INC.  


 TRANSMONTAIGNE GP L.L.C.  


 TRANSMONTAIGNE PARTNERS L.P.  


 TRANSMONTAIGNE OPERATING GP L.L.C.  


 and  


 TRANSMONTAIGNE OPERATING COMPANY L.P.  


   



   




   





 






 
 

OMNIBUS AGREEMENT    
    


        THIS OMNIBUS AGREEMENT ("Agreement") is entered into on, and effective as of, the Closing Date (as defined herein), and is by and among
TransMontaigne Inc., a Delaware corporation ("TMG"), TransMontaigne GP L.L.C., a Delaware limited liability company (the "General Partner"), TransMontaigne Partners L.P., a Delaware limited
partnership (the "Partnership"), TransMontaigne Operating GP L.L.C., a Delaware limited liability company (the "OLP GP"), and TransMontaigne Operating Company L.P., a Delaware limited partnership (the
"Operating Partnership"). The above-
named entities are sometimes referred to in this Agreement each as a "Party" and collectively as the "Parties." 


R E C I T A L S:  


        1.     The
Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Article II, with respect to Tangible Assets (as
defined herein) that TMG will offer to sell to the Partnership during the term of this Agreement. 



        2.     The
Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Article III, with respect to certain
indemnification obligations of the Parties to each other. 


        3.     The
Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Article IV, with respect to the amount to be
paid by the Partnership for certain corporate staff and support services to be performed by TMG and its Affiliates (as defined herein) for and on behalf of the Partnership Group. 



        4.     The
Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Article V, with respect to the Partnership's
exclusive options to purchase the Option Assets (as defined herein). 


        5.     The
Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Article VI, with respect to certain rights of
first refusal to be granted to TMG and the Partnership. 



        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    
    


        1.1    Definitions.    As used in this Agreement, the following terms shall have the
respective meanings set forth below: 



        "Acquired Assets" is defined in Section 2.2(c). 


        "Administrative Fee" is defined in Section 4.1(a). 


        "Affiliate" is defined in the Partnership Agreement. 


        "Agreement" is defined in the introductory paragraph of this Agreement. 


        "Applicable Period" is defined in Section 4.1(a). 


        "Assets" means all assets conveyed, contributed, or otherwise transferred by the TMG Entities to the Partnership Group prior to or on the
Closing Date, including any such assets held by a Person whose ownership interests are transferred by the TMG Entities to the Partnership Group prior to or on the Closing Date by means of operation of
law or otherwise. 


        "Brownsville Option" is defined in Section 5.1(a). 


        "Cause" is defined in the Partnership Agreement.




        "Change of Control" means any of the following events: (a) any sale, lease, exchange, or other transfer (in one transaction or a
series of related transactions) of all or substantially all of TMG's assets to any other Person unless immediately following such sale, lease, exchange, or other transfer such assets are owned,
directly or indirectly, by TMG; (b) the consolidation or merger of TMG with or into another Person pursuant to a transaction in which the outstanding Voting Securities of TMG are changed into
or exchanged for cash, securities, or other property, other than any such transaction where (i) the outstanding Voting Securities of TMG are changed into or exchanged for Voting Securities of
the surviving Person or its parent and (ii) the holders of the Voting Securities of TMG immediately prior to such transaction own, directly or indirectly, not less than a majority of the Voting
Securities of the surviving Person or its parent immediately after such transaction; or (c) a "person" or "group" (within the meaning of Sections 13(d) or 14(d)(2) of the Exchange Act), other
than a group consisting of some or all of the persons currently controlling TMG, being or becoming the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act) of more than 50% of all of the then outstanding Voting Securities of TMG, except in a merger or consolidation that would not constitute a Change of Control under clause (b) above. 


        "Closing Date" means 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. 


        "Constructed Assets" is defined in Section 2.2(d). 


        "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 3.1(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 Water Act, the Hazardous Materials Transportation Act, and other environmental conservation and protection laws, each as amended from
time to time. 


        "Exchange Act" means the Securities Exchange Act of 1934, as amended. 


        "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. 


        "Indenture" means the Indenture, dated May 30, 2003, by and among TMG and the subsidiary guarantors listed on the signature pages
thereto and Wells Fargo Bank Minnesota, National Association, as Trustee, relating to the Notes. 


        "Insurance Reimbursement" is defined in Section 4.1(b). 


        "Limited Partner" is defined in the Partnership Agreement. 


        "Notes" is defined in Section 2.2(f). 


        "OLP GP" is defined in the introductory paragraph of this Agreement. 


        "Operating Partnership" is defined in the introductory paragraph of this Agreement. 


        "Options" is defined in Section 5.1(a). 


        "Option Assets" is defined in Section 5.1(a). 


        "Option Term Sheet" is defined in Section 5.2(a). 


        "Partnership" is defined in the introductory paragraph of this Agreement. 


        "Partnership Acceptance Deadline" is defined in Section 6.2(b). 


        "Partnership Acquisition Proposal" is defined in Section 6.2(a). 



        "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. No amendment or modification to the Partnership Agreement
subsequent to the Closing Date shall be given effect for the purposes of this Agreement unless consented to by each of the Parties to this Agreement. 


        "Partnership Disposition Notice" is defined in Section 6.2(a). 



        "Partnership Entities" means the General Partner and each member of the Partnership Group; and "Partnership
Entity" means any of the Partnership Entities. 


        "Partnership Group" means the Partnership, the OLP GP, the Operating Partnership and any Subsidiary of any such Person, treated as a
single consolidated entity; and "Partnership Group Member" means any member of the Partnership Group. 


        "Partnership Offer Price" is defined in Section 6.2(a). 



        "Party" and "Parties" are defined in the introductory paragraph of this Agreement. 


        "Person" means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization,
association, government agency or political subdivision thereof or other entity. 


        "Pipeline Terminals Option" is defined in Section 5.1(a). 


        "Proposed Option Price" is defined in Section 5.2(b). 


        "Proposed Price" is defined in Section 2.3(b). 


        "Proposed Transferee" is defined in Section 6.1(a).




        "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. 


        "River Terminals Option" is defined in Section 5.1(a). 


        "ROFR Assets" is defined in Section 6.1(c). 


        "Services" is defined in Section 4.1(a). 


        "Subsidiary" means, with respect to any Person, (a) a corporation of which more than 50% of the voting power of shares entitled
(without regard to the occurrence of any contingency) to vote in the election of directors or other governing body of such corporation is owned, directly or indirectly, at the date of determination,
by such Person, by one or more Subsidiaries of such Person or a combination thereof, (b) a partnership (whether general or limited) in which such Person or a Subsidiary of such Person is, at
the date of determination, a general or limited partner of such partnership, but only if more than 50% of the partnership interests of such partnership (considering all of the partnership interests of
the partnership as a single class) is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person, or a combination thereof, or
(c) any other Person (other than a corporation or a partnership) in which such Person, one or more Subsidiaries of such Person, or a combination thereof, directly or indirectly, at the date of
determination, has (i) at least a majority ownership interest or (ii) the power to elect or direct the election of a majority of the directors or other governing body of such Person. 



        "Swap Transactions" means any transaction in which a TMG Entity and a third party exchange terminaling assets or other tangible assets. 


        "Tangible Assets" is defined in Section 2.1(a). 


        "Term Sheet" is defined in Section 2.3(a). 


        "Terminaling and Transportation Services Agreement" means that certain Terminaling and Transportation Services Agreement, dated as of
May 12, 2005, among TransMontaigne Product Services Inc., Coastal Fuels Marketing, Inc. and the Partnership. 


        "TMG" is defined in the introductory paragraph of this Agreement. 


        "TMG Acceptance Deadline" is defined in Section 6.2(a). 


        "TMG Acquisition Proposal" is defined in Section 6.2(b). 


        "TMG Disposition Notice" is defined in Section 6.2(b). 


        "TMG Entities" means TMG and any Person controlled, directly or indirectly, by TMG other than the Partnership Entities; and  "TMG Entity" means any of the TMG Entities.



        "TMG Offer Price" is defined in Section 6.2(b). 



        "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. 


        "Transfer", including the correlative terms "Transferring" or  "Transferred", means any direct or indirect transfer,
assignment, sale, gift, pledge, hypothecation or other encumbrance, or any other disposition
(whether voluntary, involuntary or by operation of law) of any assets, property or rights. 


        "Units" is defined in the Partnership Agreement.




        "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. 


        "Voting Securities" means securities of any class of a Person entitling the holders thereof to vote on a regular basis in the election of
members of the board of directors or other governing body of such Person. 



 
 

ARTICLE II
  Offers to Sell Tangible Assets    
    



        2.1    Tangible Assets.    



        (a)   For
so long as a TMG Entity controls the General Partner, and subject to the exceptions set forth in Section 2.2, TMG shall be required to offer, and to cause the
other TMG Entities to offer, to the Partnership, pursuant to the procedures set forth in Section 2.3, any tangible assets that any TMG Entity either: 



        (i)    acquires
(by means of purchase, or by means of lease or joint venture arrangements controlled by a TMG Entity and extending for more than five years; provided that any
TMG Entity's obligation to make an offer with respect to any joint venture arrangement will be subject to the terms and conditions of such arrangement (including any rights of first refusal), and will
be limited to such TMG Entity's interest in such asset) or 


        (ii)   constructs
(either on its own or by means of joint venture arrangements controlled by a TMG Entity and extending for more than five years; provided that any TMG
Entity's obligation to make an offer with respect to any joint venture arrangement will be subject to the terms and conditions of such arrangement (including any rights of first refusal), and will be
limited to such TMG Entity's interest in such asset). 


        Both
(i) and (ii) above relate to the storage, transportation or terminaling of refined petroleum products in the United States, provided such assets generate "qualifying income"
(as defined in Section 7704 of the Internal Revenue Code) ("Tangible Assets"). 




        (b)   The
Parties acknowledge that any potential Transfer of Tangible Assets pursuant to this Article II shall be subject to, conditioned on and in compliance with the
terms and conditions of the Indenture and the obtaining of any and all necessary consents of equityholders, noteholders or other securityholders, governmental authorities, lenders or other third
parties. If TMG believes in good faith that the consent of holders of its Notes is required under the Indenture for the Transfer of any Tangible Assets and if the Tangible Assets to be transferred
have a fair value or construction cost (determined as provided in Section 2.2(c), or (d), as applicable) in excess of $50 million, then TMG will use commercially reasonable efforts to
obtain such consent. If TMG is not successful in obtaining the necessary consent of the holders of the Notes, then it will use commercially reasonable efforts to redeem the Notes on terms set forth in
the Indenture or otherwise determined by TMG to be economical to TMG; provided, that TMG shall have no obligation hereunder to pay any premium in connection with any such redemption of the Notes. If
the exercise of any of the Partnership's rights to acquire Tangible Assets hereunder is prevented or delayed due to TMG's failure to obtain the consent of the holders of, or to redeem, the Notes, then
the exercise period for each such right shall be automatically extended until such time as the exercise thereof will not be so prevented or delayed.






        2.2    Permitted Exceptions.    Notwithstanding any other provision of this Agreement, TMG
shall not be required to offer or to cause the other TMG Entities to offer to the Partnership any of the following Tangible Assets or groups of Tangible Assets: 



        (a)   any
Retained Assets, including, without limitation, the Option Assets unless and until purchased by a Partnership Group Member; 


        (b)   any
Tangible Asset or group of Tangible Assets acquired or constructed by a TMG Entity with the written approval of the Conflicts Committee to the effect that such
acquired or constructed Tangible Assets are permitted to be excepted from the provisions of Section 2.1 hereof; 


        (c)   any
Tangible Asset or group of Tangible Assets acquired, including as part of a larger acquisition of other assets, by a TMG Entity after the Closing Date (the "Acquired
Assets") if the fair value of the Acquired Assets (as determined in good faith by written resolution of the Board of Directors of TMG) does not exceed $10.0 million; 


        (d)   any
Tangible Asset or group of Tangible Assets, or capital improvements to Tangible Assets, constructed, including as part of a larger construction project, by a TMG
Entity after the Closing Date (the "Constructed Assets") if the estimated construction cost of the Constructed Assets (as determined in good faith by written resolution of the Board of Directors of
TMG) does not exceed $10.0 million; 


        (e)   any
Tangible Asset acquired in connection with a Swap Transaction; and 


        (f)    subject
to the provisions of Section 2.1(b), any Tangible Asset or group of Tangible Assets that, in the opinion of counsel for TMG, if purchased by the
Partnership would require approval of the stockholders of TMG or the holders of its 91/8% Senior Subordinated Notes due 2010 (the "Notes") under the Indenture, unless as such approval
is obtained. 




        2.3    Procedures.    



        (a)   No
later than two years following (i) the closing date of the acquisition of any Tangible Asset or group of Tangible Assets, or (ii) the date on which a
capital improvement of any Tangible Asset or group of Tangible Assets is first put into commercial service following completion of construction and testing, as applicable, TMG shall notify the General
Partner that the Partnership will have a one-year opportunity to purchase the Tangible Asset or group of Tangible Assets. The General Partner shall notify TMG in writing during such
one-year period that either (A) the General Partner has elected, with the approval of the Conflicts Committee, not to cause a Partnership Group Member to pursue the opportunity, in
which case the TMG Entities may own, operate or Transfer the Tangible Asset or group of Tangible Assets without any further obligation to offer the Tangible Asset or group of Tangible Assets to the
Partnership (including pursuant to Article VI), or (B) the General Partner has elected to cause a Partnership Group Member to pursue the opportunity. If during such one-year
period the General Partner notifies TMG that it wishes to cause a Partnership Group Member to pursue the opportunity, within 45 days after such notification TMG shall submit a term sheet (a
"Term Sheet") to the General Partner containing the fundamental terms (other than purchase price and in accordance with the requirements of the Indenture, if applicable) on which it would be willing
to sell (or to cause another TMG Entity to sell) the Tangible Asset or group of Tangible Assets, including any proposed commitments from the TMG Entities, if any. 



        (b)   Within
45 days after delivery of the Term Sheet, the General Partner shall determine, on behalf of the Partnership and with the concurrence of the Conflicts
Committee, whether it wishes to cause a Partnership Group Member to acquire the Tangible Asset or group of Tangible Assets and submit to TMG the cash purchase price (the "Proposed Price") it is
willing to cause the Partnership Group Member to pay for the Tangible Asset or group of Tangible Assets and that would satisfy the requirements of the Indenture, if applicable. If the General Partner
either (i) fails to respond to the Term Sheet within 45 days of TMG's delivery thereof or (ii) rejects, with the


concurrence of the Conflicts Committee, the opportunity, then the TMG Entities may own, operate or Transfer the Tangible Asset or group of Tangible Assets without any further obligation to offer the
Tangible Asset or group of Tangible Assets to the Partnership (including pursuant to Article VI). If the General Partner submits a Proposed Price, TMG and the Conflicts Committee shall
negotiate the terms of the purchase and sale in good faith for 60 days. If TMG and the Conflicts Committee are unable to agree on such terms during such 60-day period, TMG may
attempt to sell the Tangible Asset or group of Tangible Assets to a person who is not an Affiliate of TMG within six months of the termination of such 60-day period at a purchase price, as
determined by written resolution of the Board of Directors of TMG, not less than 105% of the Proposed Price. If no sale to a non-Affiliate occurs within such six-month period,
the General Partner shall have the right (but not the obligation) to cause, on behalf of the Partnership and with the concurrence of the Conflicts Committee, a Partnership Group Member to purchase the
Tangible Asset or group of Tangible Assets at the Proposed Price and on the other fundamental terms specified in the Term Sheet provided to the General Partner pursuant to Section 2.3(a) with
respect to the Tangible Asset or group of Tangible Assets. The General Partner shall notify TMG of its intent to cause a Partnership Group Member to purchase the Tangible Asset or group of Tangible
Assets at the Proposed Price, and on the other fundamental terms specified in the Term Sheet provided to the General Partner pursuant to Section 2.3(a) with respect to the Tangible Asset or
group of Tangible Assets, within 45 days of the expiration of such six-month period or such earlier date on which TMG notifies the General Partner that it will no longer pursue a
sale to a non-Affiliate. If the General Partner either (A) fails to respond within such 45-day period or (B) rejects the opportunity, then the TMG Entities may
own, operate or Transfer the Tangible Asset or group of Tangible Assets without any further obligation to offer the Tangible Asset or group of Tangible Assets to the Partnership (including pursuant to
Article VI). 


        (c)   If
requested by the General Partner, TMG shall use commercially reasonable efforts to obtain financial statements with respect to any Tangible Asset or group of Tangible
Assets purchased by a Partnership Group Member as required under Regulation S-X promulgated by the Securities and Exchange Commission or any successor statute. 




        2.4    Scope of Obligation.    Subject to the obligations to offer to sell Tangible Assets as
set forth in this Article II, each TMG Entity shall be free to engage in any business activity, including those that may be in direct competition with any Partnership Entity. 



        2.5    Enforcement.    TMG agrees and acknowledges that the Partnership does not have an
adequate remedy at law for the breach by TMG of the covenants and agreements set forth in this Article II, and that any
breach by TMG of the covenants and agreements set forth in this Article II would result in irreparable injury to the Partnership. TMG further agrees and acknowledges that the Partnership may,
in addition to the other remedies which may be available to the Partnership, file a suit in equity to enjoin TMG from such breach, and consent to the issuance of injunctive relief under this
Agreement. 


 
 

ARTICLE III
  Indemnification    
    


        3.1    Environmental Indemnification.    



        (a)   Subject
to Section 3.2, 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, 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 3.1(a)(i) or such events or conditions included under Section 3.1(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, 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 3.1(b)(i) or such events or conditions included under Section 3.1(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 III. 




        3.2    Limitations Regarding Environmental Indemnification.    The aggregate liability of TMG
in respect of all Covered Environmental Losses under Section 3.1(a) shall not exceed $15.0 million. TMG shall not have any obligation under Section 3.1(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 3.1(a) for claims made as a result of additions to or modifications of Environmental Laws promulgated after the Closing
Date. 


        3.3    Right 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 Partnership Group Member to have the consents, licenses and permits
necessary to allow any such pipeline referred to in clause (a) of this Section 3.3 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. 


        3.4    Additional Indemnification.    



        (a)   In
addition to and not in limitation of the indemnification provided under Sections 3.1(a) and 3.3, 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 3.1(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 3.1), 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. 




        3.5    Indemnification Procedures.    



        (a)   The
Indemnified Party agrees that promptly after it becomes aware of facts giving rise to a claim for indemnification under this Article III, 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 III, including, 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 III,


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 3.5. 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 III; 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 3.1(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 3.2), 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 3.2) 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. 



 
 

ARTICLE IV
  Services    
    


        4.1    General.    



        (a)   During
the period commencing on the Closing Date and terminating on the earlier to occur of the TMG Entities ceasing to control the General Partner or the third
anniversary of the Closing Date (subject to the extension provided in paragraph (d) below, the "Applicable Period"), the Partnership shall pay TMG and its Affiliates an administrative fee (the
"Administrative Fee") of $2.8 million per year, payable in arrears in equal quarterly installments beginning on the first fiscal quarter-end of the Partnership following the Closing
Date (prorated to account for any partial quarterly period), for the provision by TMG and its Affiliates (including, without limitation, the General Partner) for the Partnership Group's benefit of
certain corporate staff and support services during the Applicable Period including, without limitation, the services listed on Schedule I to this Agreement (the "Services"); provided, that the
Services shall not include any services that are outsourced by TMG and its Affiliates to third parties. The Services will be substantially identical in nature and quality to the services of such type
previously provided by TMG and its Affiliates in connection with their management and operation of the Assets during the one-year period prior to the Closing Date (to the extent the Assets
were managed and operated by TMG and its Affiliates during such periods). During the Applicable Period, the Partnership Group will satisfy all of its needs for Services through TMG and its Affiliates.
TMG may increase the Administrative Fee on the first and second anniversary of the Closing Date by an amount up to the product of the then-current Administrative Fee multiplied by the
percentage

increase, if any, from the immediately preceding year in the Consumer Price Index—All Urban Consumers, U.S. City Average, Not Seasonally Adjusted. If the Partnership or any other
Partnership Group Member acquires or constructs additional assets during the Applicable Period, then TMG shall propose a revised Administrative Fee covering the provision of Services for such
additional assets and that complies with the terms and conditions of the Indenture. If the General Partner, on behalf of the Partnership Group and with the concurrence of the Conflicts Committee,
agrees to such revised Administrative Fee, TMG and its Affiliates, as applicable, shall provide Services for the additional assets pursuant to the terms set forth herein, and references herein to the
"Assets" shall thereafter include such additional assets. 


        (b)   During
the Applicable Period, the Partnership shall pay TMG and its Affiliates an insurance reimbursement (the "Insurance Reimbursement") of $1.0 million per
year, payable in equal quarterly installments, for insurance premiums with respect to the initially-contributed Assets. TMG may increase the Insurance Reimbursement at any time in accordance with
increases in the premiums or fees payable under the applicable insurance policies. If the Partnership or any other Partnership Group Member acquires or constructs additional assets during the
Applicable Period, TMG shall propose a revised Insurance Reimbursement covering insurance premiums for such additional assets. If the General Partner, on behalf of the Partnership Group and with the
concurrence of the Conflicts Committee, agrees to such revised Insurance Reimbursement, TMG shall procure insurance coverage for the additional assets pursuant to the terms set forth herein. 


        (c)   On
each anniversary of the Closing Date, the Partnership will have the right to submit to TMG a proposal to reduce the amount of the Administrative Fee for that year if
the Partnership believes, in good faith, that the Services performed by TMG and its Affiliates for the year in question do not justify payment of the full Administrative Fee for that year. If the
Partnership submits such a proposal to TMG, TMG agrees that it will negotiate in good faith with the Partnership to determine if the
Administrative Fee for that year should be reduced and, if so, by how much, subject to the terms and conditions of the Indenture. 


        (d)   The
Applicable Period shall automatically renew for subsequent two-year periods, cancelable on one year's notice by either TMG or the Partnership. Following
the expiration of the Applicable Period, the General Partner will determine the amount of corporate staff and support expenses and insurance premium expenses that are properly allocable to the
Partnership Group in accordance with the terms of the Partnership Agreement. 


        (e)   The
Administrative Fee shall not include and the Partnership Group shall reimburse TMG and its Affiliates for: 



        (i)    wages
and salaries of employees of any TMG Entity, to the extent, but only to the extent, such employees perform services for the Partnership Group on-site
at any Asset; 


        (ii)   the
cost of employee benefits relating to employees of any TMG Entity, such as 401(k), pension, and health insurance benefits, to the extent, but only to the extent,
such employees perform services for the Partnership Group on-site at any Asset; 


        (iii)  out-of-pocket
costs and expenses incurred by TMG or its Affiliates on behalf of the Partnership Group, including the incremental general and
administrative expenses of the Partnership's becoming a public company, such as K-1 preparation, external audit, internal audit, transfer agent and registrar, legal, printing, unitholder
reports, and other costs and expenses; and 


        (iv)  all
sales, use, excise, value added or similar taxes, if any, that may be applicable from time to time in respect of the Services.







 
 

ARTICLE V
  Purchase Options    
    


        5.1    Option to Purchase Certain Assets Retained by the TMG Entities.    



        (a)   Subject
to Section 5.1(d), TMG, on behalf of itself and the other TMG Entities, hereby grants to the Partnership exclusive options to purchase all of the TMG
Entities' right, title and interest in, to and under certain of the refined product terminals retained by the TMG Entities, consisting of the following assets (the "Option Assets"): 



        (i)    the
TMG Entities' terminal complex located in Brownsville, Texas (the "Brownsville Option"); 


        (ii)   the
TMG Entities' refined product terminals located at various points along the Plantation and Colonial pipeline corridors, which extend from the Gulf Coast through the
Southeast and Mid-Atlantic regions (the "Pipeline Terminals Option"); and 


        (iii)  the
TMG Entities' refined product terminals located along the Mississippi and Ohio River areas (the "River Terminals Option", and together with the Brownsville Option
and the Pipeline Terminals Option, the "Options"). 




The
Option Assets subject to each Option are described in greater detail on Schedule II hereto, and all references to such Option Assets in this Agreement shall be deemed qualified by the
descriptions thereof set forth on such Schedule II. Any tangible assets received by a TMG Entity in a Swap Transaction in exchange for any of the Option Assets described above will be subject
to the Options described in this Section 5.1. For the avoidance of doubt, the Option Assets do not include the TMG Entities' (i) tug and barge operations, (ii) supply,
distribution and marketing businesses, (iii) proprietary pipeline receipt and delivery system at the Port Everglades (North) and Port Everglades (South) terminals, and (iv) refined
product terminals located in Rensselaer, New York and Chippewa Falls, Wisconsin. 


        (b)   The
Brownsville Option will be exercisable beginning on January 1, 2006 for a period of one year. The Pipeline Terminals Option will be exercisable beginning on
December 1, 2007 for a period of one year. The River Terminals Option will be exercisable beginning on December 1, 2008 for a period of one year. 


        (c)   TMG
shall cause each other TMG Entity to comply with the terms of this Article V. 


        (d)   The
Parties acknowledge that any potential Transfer of the Option Assets pursuant to this Article V shall be subject to and conditioned on obtaining any and all
necessary consents of TMG's and its Affiliates' shareholders, noteholders and other securityholders, governmental authorities, lenders and
other third parties. If TMG believes in good faith that the consent of holders of its Notes is required under the Indenture for the Transfer of any Option Assets, then TMG will use commercially
reasonable efforts to obtain such consent. If TMG is not successful in obtaining the necessary consent of the holders of the Notes, then it will use commercially reasonable efforts to redeem the Notes
on terms set forth in the Indenture or otherwise determined by TMG to be economical to TMG; provided, that TMG shall have no obligation hereunder to pay any premium in connection with any such
redemption of the Notes. If the exercise of any of the Options is prevented or delayed due to TMG's failure to obtain the consent of the holders of, or to redeem, its Notes, then the exercise period
for each such affected Option shall be automatically extended until such time as the exercise thereof will not be so prevented or delayed. 




        5.2    Procedures.    



        (a)   The
General Partner shall notify TMG in writing during each Option exercise period that either (i) the General Partner has elected, with the approval of the
Conflicts Committee, not to cause a Partnership Group Member to exercise such Option, in which case the TMG Entities may own, operate or Transfer the Option Assets subject to the applicable Option
without any further


obligation to offer such Option Assets to the Partnership (including pursuant to Article VI), or (ii) the General Partner, with the approval of the Conflicts Committee, wishes to cause a
Partnership Group Member to exercise such Option, subject to the negotiation of the terms of the exercise of such Option pursuant to the provisions of Section 5.2(b). If during the applicable
exercise period the General Partner notifies TMG that it wishes to cause a Partnership Group Member to exercise such Option, within 45 days after such notification TMG shall submit a term sheet
(an "Option Term Sheet") to the General Partner containing the fundamental terms (other than purchase price and in accordance with the requirements of the Indenture, if applicable) on which it would
be willing to sell (or to cause another TMG Entity to sell) the applicable Option Assets, including any proposed commitments from the TMG Entities, if any. 


        (b)   Within
45 days after delivery of the Option Term Sheet, the General Partner shall submit to TMG, on behalf of the Partnership and with the concurrence of the
Conflicts Committee, the cash purchase price (the "Proposed Option Price") it is willing to cause a Partnership Group Member to pay for the applicable Option Assets and that would satisfy the
requirements of the Indenture, if applicable. Thereafter, TMG and the Conflicts Committee shall negotiate the terms of the purchase and sale in good faith for 60 days. If TMG and the Conflicts
Committee are unable to agree on such terms during such 60-day period, TMG may attempt to sell the applicable Option Assets to a person who is not an Affiliate of TMG within six months of
the termination of such 60-day period, provided that the purchase price for such Option Assets may not be less than 105% of the Proposed Option Price and otherwise shall be on terms that
are not materially more favorable to the proposed purchaser as the terms specified in the Option Term Sheet submitted by TMG pursuant to Section 5.2(a) with respect to such Option Assets, in
each case as determined by written resolution of the Board of Directors of TMG. If no sale to a non-Affiliate occurs within such six-month period, the General Partner shall
have the right (but not the obligation) to cause, on behalf of the Partnership and with the concurrence of the Conflicts Committee, a Partnership
Group Member to purchase the applicable Option Assets at the Proposed Option Price and otherwise upon the terms specified in the Option Term Sheet. The General Partner shall notify TMG of its intent
to cause a Partnership Group Member to purchase the applicable Option Assets at the Proposed Option Price within 45 days of the expiration of such six-month period or such earlier
date on which TMG notifies the General Partner that it will no longer pursue a sale to a non-Affiliate. If the General Partner either (A) fails to respond within such
45-day period or (B) rejects the opportunity by written notice of the General Partner, with the approval of the Conflicts Committee, to TMG, then the TMG Entities may own, operate
or Transfer the applicable Option Assets without any further obligation to offer the applicable Option Assets to the Partnership (including pursuant to Article VI). 


        (c)   If
requested by the General Partner, TMG shall use commercially reasonable efforts to obtain financial statements with respect to any Option Assets purchased by a
Partnership Group Member as required under Regulation S-X promulgated by the Securities and Exchange Commission or any successor statute. 



 
 

ARTICLE VI
  Rights of First Refusal    
    


        6.1    Rights of First Refusal.    



        (a)   Subject
to Section 6.1(c), for so long as a TMG Entity controls the General Partner the Partnership hereby grants to TMG a right of first refusal on any proposed
Transfer (other than a grant of a security interest to a bona fide third party lender or a Transfer to another Partnership Group Member) of assets held by a Partnership Group Member that are in the
same line of business in which any TMG Entity is then currently engaged; provided, that TMG agrees to pay or to cause such other TMG Entity to pay no
less than 105% of the purchase price offered by a bona fide third party prospective acquiror (a "Proposed Transferee"). In addition, subject to Section 6.1(c), the Partnership hereby grants to
TMG a right of first refusal with respect to any petroleum product tankage capacity that (i) is put into commercial service after the Closing Date,

(ii) was subject to the Terminaling and Transportation Services Agreement prior to the termination or expiration thereof or (iii) is subject to a contract which terminates or becomes
terminable by a Partnership Group Member after the Closing Date (excluding any contract which is renewable solely at the option of the customer);  provided, that TMG agrees to pay or to cause another TMG
Entity to pay no less than 105% of the fees offered by the Proposed Transferee. 



        (b)   Subject
to Section 6.1(c), for so long as a TMG Entity controls the General Partner TMG, on behalf of itself and the other TMG Entities, hereby grants to the
Partnership a right of first refusal on any proposed Transfer (other than a grant of a security interest to a bona fide third party lender, a Transfer to another TMG Entity or a Transfer consummated
pursuant to a Swap Transaction) of (i) any Tangible Asset prior to the delivery of a Term Sheet related to such Tangible Asset to the General Partner and (ii) any Option Asset prior to
the exercise period of the applicable Option with respect thereto; provided, in each case, that the Partnership agrees to pay or to cause another
Partnership Group Member to pay no less than 105% of the purchase price offered by a Proposed Transferee. 



        (c)   The
Parties acknowledge that any potential Transfer of assets pursuant to this Article VI (such assets, the "ROFR Assets") shall be subject to, conditioned on and
in compliance with the terms and conditions in the Indenture and obtaining any and all necessary consents of equityholders, noteholders or other securityholders, governmental authorities, lenders or
other third parties. 




        6.2    Procedures.    



        (a)   If
a Partnership Group Member proposes to Transfer any ROFR Assets to a Proposed Transferee (a "Partnership Acquisition Proposal"), then the General Partner shall
promptly give written notice (a "Partnership Disposition Notice") thereof to TMG. The Partnership Disposition Notice shall set forth the following information in respect of the proposed Transfer:
(i) the name and address of the Proposed Transferee, (ii) the ROFR Asset(s) subject to the Partnership Acquisition Proposal,
(iii) the purchase price offered by such Proposed Transferee (the "Partnership Offer Price"), (iv) reasonable detail concerning any non-cash portion of the proposed
consideration, if any, to allow TMG to reasonably determine the fair value of such non-cash consideration, (v) the General Partner's estimate of the fair value of any
non-cash consideration, and (vi) all other material terms and conditions of the Partnership Acquisition Proposal that are then known to the General Partner. To the extent the
Proposed Transferee's offer consists of consideration other than cash (or in addition to cash), the Partnership Offer Price shall be deemed equal to the amount of any such cash plus the fair value of
such non-cash consideration. If TMG determines that it wishes to, or wishes to cause another TMG Entity to, purchase the applicable ROFR Assets on the terms set forth in the Partnership
Disposition Notice (subject to the provisos set forth in Section 6.1(a), including without limitation the requirement therein to pay 105% of the purchase price specified in the Partnership
Disposition Notice), it will deliver notice thereof to the General Partner within 45 days after the General Partner's delivery of the Partnership Disposition Notice (the "TMG Acceptance
Deadline"). Failure to provide such notice within such 45-day period shall be deemed to constitute a decision not to purchase the applicable ROFR Assets, and TMG shall be deemed to have
waived its rights with respect to such proposed disposition of the applicable ROFR Assets, but not with respect to any future offer of such ROFR Assets. If the Transfer by the Partnership Group Member
to the Proposed Transferee is not consummated in accordance with the terms of the Partnership Acquisition Proposal within the later of (A) 180 days after the TMG Acceptance Deadline, and
(B) 10 days after the satisfaction of all consent, governmental approval or filing requirements, if any, the Partnership Acquisition Proposal shall be deemed to lapse, and the
Partnership Group Member may not Transfer any of the ROFR Assets described in the Partnership Disposition Notice without complying again with the provisions of this Article VI if and to the
extent then applicable. 


        (b)   If
a TMG Entity proposes to Transfer any ROFR Assets to a Proposed Transferee (a "TMG Acquisition Proposal"), then TMG shall promptly give written notice (a "TMG
Disposition

Notice") thereof to the General Partner. The TMG Disposition Notice shall set forth the following information in respect of the proposed Transfer: (i) the name and address of the Proposed
Transferee, (ii) the ROFR Asset(s) subject to the TMG Acquisition Proposal, (iii) the purchase price offered by such Proposed Transferee
(the "TMG Offer Price"), (iv) proposed throughput arrangements, if any, (v) reasonable detail concerning any non-cash portion of the proposed consideration, if any, to allow
the General Partner to reasonably determine the fair value of such non-cash consideration, (vi) TMG's estimate of the fair value of any non-cash consideration, and
(vii) all other material terms and conditions of the TMG Acquisition Proposal that are then known to TMG. To the extent the Proposed Transferee's offer consists of consideration other than cash
(or in addition to cash) the TMG Offer Price shall be deemed equal to the amount of any such cash plus the fair value of such non-cash consideration. No later than 45 days after
TMG's delivery of the TMG Disposition Notice (the "Partnership Acceptance Deadline"), the General Partner shall notify TMG in writing that either (i) the General Partner has elected, with the
approval of the Conflicts Committee, not to cause a Partnership Group Member to purchase the applicable ROFR Assets on the terms set forth in the TMG Disposition Notice (subject to the proviso set
forth in Section 6.1(b), including without limitation the requirement therein to pay 105% of the purchase price specified in the TMG Disposition Notice), in which case the TMG Entities may own,
operate or Transfer the applicable ROFR Assets without any further obligation to offer such ROFR Assets to the Partnership, other than any re-offer of the same ROFR Assets pursuant to the
terms set forth in this paragraph (b) below, or (ii) the General Partner has elected to cause a Partnership Group Member to purchase the applicable ROFR Assets on the terms set forth in
the TMG Disposition Notice (subject to the proviso set forth in Section 6.1(b), including without limitation the requirement therein to pay 105% of the purchase price specified in the TMG
Disposition Notice). If the Transfer by the TMG Entity to the Proposed Transferee is not consummated in accordance with the terms of the TMG Acquisition Proposal within the later of
(A) 180 days after the Partnership Acceptance Deadline, and (B) 10 days after the satisfaction of all consent, governmental approval or filing requirements, if any, the TMG
Acquisition Proposal shall be deemed to lapse, and the TMG Entity may not Transfer any of the ROFR Assets described in the TMG Disposition Notice without complying again with the provisions of this
Article VI if and to the extent then applicable. 


        (c)   If
requested by the transferee Party, the transferor Party shall use commercially reasonable efforts to obtain financial statements with respect to any ROFR Assets
Transferred pursuant to this Article VI as required under Regulation S-X promulgated by the Securities and Exchange Commission or any successor statute. TMG and the
Partnership Group shall cooperate in good faith in obtaining all necessary consents of equityholders, noteholders or other securityholders, governmental authorities, lenders or other third parties. 



 
 

ARTICLE VII
  Miscellaneous    
    


        7.1    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. 


        7.2    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 7.2. 



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 





        7.3    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. 


        7.4    Termination.    Notwithstanding any other provision of this Agreement, if the General
Partner is removed as general partner of the Partnership under circumstances where Cause does not exist and Units held by the General Partner and its Affiliates are not voted in favor of such removal,
this Agreement, other than the provisions set forth in Article III hereof, may immediately thereupon be terminated by TMG. The provisions of Article II and Article VI of this
Agreement may be terminated by TMG upon a Change of Control of TMG. 


        7.5    Amendment or Modification.    This Agreement may be amended or modified from time to
time only by the written agreement of all the Parties hereto; provided, however, that the Partnership may not, without the prior approval of the Conflicts Committee, agree to any amendment or
modification of this 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. 


        7.6    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. 


        7.7    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. 


        7.8    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. 


        7.9    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. 


        7.10    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. 










        IN WITNESS WHEREOF, the Parties have executed this Agreement on, and effective as of, the Closing Date. 



	 	 	TRANSMONTAIGNE INC.
	

 	
 	

By:	

    
 Name:

Title:
	

 	
 	
TRANSMONTAIGNE GP L.L.C.
	

 	
 	

By:	

    
 Name:

Title:
	

 	
 	
TRANSMONTAIGNE PARTNERS L.P.
	

 	
 	
By TransMontaigne GP L.L.C.

Its General Partner
	

 	
 	

By:	

    
 Name:

Title:
	

 	
 	
TRANSMONTAIGNE OPERATING GP L.L.C.
	

 	
 	

By:	

    
 Name:

Title:
	

 	
 	
TRANSMONTAIGNE OPERATING COMPANY L.P.
	

 	
 	
By TransMontaigne Operating GP L.L.C.

Its General Partner
	

 	
 	

By:	

    
 Name:

Title:














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Exhibit 10.3


OMNIBUS AGREEMENT

ARTICLE I Definitions

ARTICLE II Offers to Sell Tangible Assets

ARTICLE III Indemnification

ARTICLE IV Services

ARTICLE V Purchase Options

ARTICLE VI Rights of First Refusal

ARTICLE VII Miscellaneous