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Exhibit 10.2    
    






 

CONTRIBUTION, CONVEYANCE

AND ASSUMPTION AGREEMENT  


Among  


 TRANSMONTAIGNE PARTNERS L.P.,

TRANSMONTAIGNE GP L.L.C.,

TRANSMONTAIGNE OPERATING COMPANY L.P.,

TRANSMONTAIGNE OPERATING GP L.L.C.,

COASTAL TERMINALS L.L.C.,

RAZORBACK L.L.C.,

TPSI TERMINALS L.L.C.,

TRANSMONTAIGNE INC.,

TRANSMONTAIGNE PRODUCT SERVICES INC.,

TRANSMONTAIGNE SERVICES INC.,

and

COASTAL FUELS MARKETING, INC.  


EFFECTIVE AS OF

[              ], 2005  


 



  



  


  
 

    CONTRIBUTION, CONVEYANCE
  AND ASSUMPTION AGREEMENT    
    


        THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of [    ], 2005, is entered into by and among  TRANSMONTAIGNE PARTNERS
L.P., a Delaware limited partnership ("MLP"),  TRANSMONTAIGNE GP L.L.C., a Delaware limited liability company ("GP"),  TRANSMONTAIGNE OPERATING COMPANY L.P., a Delaware limited partnership ("OLP"),
TRANSMONTAIGNE OPERATING GP L.L.C., a Delaware limited liability company ("OLP GP"),  COASTAL TERMINALS L.L.C.,
 a Delaware limited liability company ("COASTAL TERMINALS"),  RAZORBACK L.L.C.,a Delaware limited liability company
("RAZORBACK"), TPSI
TERMINALS L.L.C., a Delaware limited liability company ("TPSI TERMINALS"),  TRANSMONTAIGNE INC., a Delaware corporation
("TMG"), TRANSMONTAIGNE
PRODUCT SERVICES INC., a Delaware corporation ("TPSI"), TRANSMONTAIGNE
SERVICES INC., a Delaware corporation ("TSI"), and COASTAL FUELS
MARKETING, INC., a Delaware corporation
("COASTAL FUELS"). The parties to this agreement are collectively referred to herein as the "Parties."
Capitalized terms used herein shall have the meanings assigned to such terms in Section 1.1. 


RECITALS  



        A.    TPSI
and GP have formed MLP pursuant to the Delaware Revised Uniform Limited Partnership Act (the "Delaware Act"), for the
purpose of engaging in any business activity that is approved by GP and that lawfully may be conducted by a limited partnership organized pursuant to the Delaware Act. 


        B.    In
order to accomplish the objectives and purposes in the preceding recital, the following actions have been taken prior to the date hereof: 



        1.     TPSI
has formed GP, to which TPSI contributed $1,000 in exchange for all of the membership interests in GP. 



        2.     TPSI
and GP have formed MLP, to which TPSI contributed $980 in exchange for a 98% limited partner interest in MLP, and GP contributed $20 in exchange for a 2% general
partner interest in MLP. 


        3.     MLP
has formed OLP GP, to which MLP contributed $500 in exchange for all of the membership interests in OLP GP. 


        4.     MLP
and OLP GP have formed OLP, to which MLP contributed $499.95 in exchange for a 99.999% limited partner interest in MLP, and OLP GP contributed $.05 in exchange for a
0.001% general partner interest in OLP. 


        5.     Coastal
Fuels has formed Coastal Terminals, to which it contributed $1,000 in exchange for all of the membership interests in Coastal Terminals. 


        6.     TPSI
has formed Razorback, to which it contributed $1,000 in exchange for all of the membership interests in Razorback. 


        7.     TPSI
has formed TPSI Terminals, to which it contributed $1,000 in exchange for all of the membership interests in TPSI Terminals. 



        8.     TPSI
has conveyed its membership interests in GP to TSI in exchange for $20. 




        C.    Concurrently
with the consummation of the transactions contemplated hereby, each of the following matters shall occur: 



        1.     Coastal
Fuels will convey all of its right, title and interest in the Coastal Assets to Coastal Terminals as a capital contribution, in exchange for a continuation of
Coastal Fuels' 100%

 
membership interest in Coastal Terminals and the assumption by Coastal Terminals of the Coastal Liabilities. 


        2.     TPSI
will convey all of its right, title and interest in the Razorback Assets to Razorback as a capital contribution, in exchange for a continuation of TPSI's 100%
membership interest in Razorback and the assumption by Razorback of the Razorback Liabilities. 


        3.     TPSI
will convey all of its right, title and interest in the TPSI Assets to TPSI Terminals as a capital contribution, in exchange for a continuation of TPSI's 100%
membership interest in TPSI Terminals and the assumption by TPSI Terminals of the TPSI Liabilities. 


        4.     TPSI
will convey [    ]% and [    ]% of its membership interests in Razorback and TPSI Terminals,
respectively, to TMG as a distribution. Such membership interests in Razorback and TPSI Terminals have an aggregate value equal to 2% of the equity value of MLP after the closing of the transactions
contemplated by this Agreement, and shall be referred to herein as the "Interests." 



        5.     TMG
will convey the Interests to TSI as a capital contribution, in exchange for a continuation of TMG's 100% ownership interest in TSI. 


        6.     TSI
will convey the Interests to GP as a capital contribution, in exchange for a continuation of TSI's 100% membership interest in GP. 


        7.     GP
will contribute the Interests to MLP in exchange for (a) a continuation of its 2% general partner interest in MLP and (b) the issuance of the IDRs. 



        8.     Coastal
Fuels will contribute all of its membership interests in Coastal Terminals to MLP in exchange for (a) [    ] Common
Units, representing a [    ]% interest in MLP, (b) $[    ] in cash for reimbursement of capital expenditures and
(c) an additional $[    ] in cash. 


        9.     TPSI
will contribute all of its membership interests in Razorback and TPSI Terminals to MLP in exchange for (a) [    ] Sub Units,
representing a [    ]% interest in MLP, (b) $[    ] in cash for reimbursement of capital expenditures and (c) an
additional $[    ] in cash. 


        10.   The
public, through the Underwriters, will contribute $[    ] in cash to MLP, less the Underwriters' spread of
$[    ], in exchange for [    ] Common Units, representing a [    ]% interest in MLP. 


        11.   MLP
will (a) borrow $[    ] under a new credit facility, (b) pay transaction expenses and deferred debt issuance expenses
associated with the transactions contemplated by this Agreement in the amount of approximately $[    ] million (exclusive of the Underwriters' spread) and
$[    ], respectively, and (c) contribute its remaining cash (approximately $[    ]) to OLP as a capital contribution
(99.999% for itself and 0.001% on behalf of OLP GP) to replenish working capital. 


        12.   MLP
will convey all of its membership interests in Coastal Terminals, Razorback and TPSI Terminals to OLP as a capital contribution (99.999% for itself and 0.001% on
behalf of OLP GP). 


        13.   The
organizational documents of the Parties will be amended and restated as necessary to reflect the applicable matters set forth above and as contained in this
Agreement.

 




        NOW,
THEREFORE, in consideration of their mutual undertakings and agreements hereunder, the Parties undertake and agree as follows: 


 
 

ARTICLE 1
  DEFINITIONS    
    


        Section 1.1    The
following capitalized terms shall have the meanings given below. 


        (a)   "Agreement" shall mean this Contribution, Conveyance and Assumption Agreement. 


        (b)   "Assets" shall mean all right, title and interest of Coastal Fuels and TPSI in and to the properties and assets described
as such in Exhibit A attached hereto, whether tangible or intangible, whether real, personal or mixed, whether accrued or contingent, and wherever located. 


        (c)   "Coastal Assets" shall mean that portion of the Assets comprised of or relating to the five refined petroleum product
terminals owned by Coastal Fuels in Port Everglades (North), Florida; Jacksonville, Florida; Cape Canaveral, Florida; Port Manatee, Florida; and Fisher Island, Florida. 



        (d)   "Coastal Fuels" has the meaning assigned to such term in the opening paragraph of this Agreement. 


        (e)   "Coastal Liabilities" shall mean all liabilities arising out of or related to the ownership of the Coastal Assets to the
extent arising or accruing on and after the Effective Time, whether known or unknown, accrued or contingent, and whether or not reflected on the books and records of Coastal Fuels or its affiliates,
except the Excluded Liabilities. 


        (f)    "Coastal Terminals" has the meaning assigned to such term in the opening paragraph of this Agreement. 


        (g)   "Common Unit" has the meaning assigned to such term in the Partnership Agreement. 


        (h)   "Conveyance Documents" shall mean the documents attached hereto as Exhibit B from Coastal Fuels to Coastal
Terminals, from TPSI to Razorback, and from TPSI to TPSI Terminals, each dated the date of this Agreement. Coastal Fuels and TPSI may execute and deliver multiple Conveyance Documents as desirable to
expedite recording thereof in the various jurisdictions in which the Assets are located. 


        (i)    "Delaware Act" has the meaning assigned to such term in the recitals to this Agreement. 


        (j)    "Effective Time" shall mean 8:00 a.m. New York, New York time on [    ], 2005. 



        (k)   "Excluded Liabilities" shall mean the liabilities described as such in Exhibit A hereto. 


        (l)    "GP" has the meaning assigned to such term in the opening paragraph of this Agreement. 


        (m)  "IDRs" shall mean "Incentive Distribution Rights" as such term is defined in the Partnership Agreement. 



        (n)   "Interests" has the meaning assigned to such term in the recitals to this Agreement. 


        (o)   "MLP" has the meaning assigned to such term in the opening paragraph of this Agreement. 


        (p)   "Offering" shall mean the initial public offering by MLP of Common Units. 


        (q)   "OLP" has the meaning assigned to such term in the opening paragraph of this Agreement. 



        (r)   "OLP GP" has the meaning assigned to such term in the opening paragraph of this Agreement. 


        (s)   "Parties" has the meaning assigned to such term in the opening paragraph of this Agreement.

 


        (t)    "Partnership Agreement" shall mean the First Amended and Restated Agreement of Limited Partnership of TransMontaigne
Partners L.P. dated as of [    ], 2005. 


        (u)   "Razorback" has the meaning assigned to such term in the opening paragraph of this Agreement. 


        (v)   "Razorback Assets" shall mean that portion of the Assets comprised of or relating to the refined petroleum product
pipeline owned by TPSI and the connected refined petroleum product terminals located in Mt. Vernon, Missouri and Rogers, Arkansas. 



        (w)  "Razorback Liabilities" shall mean all liabilities arising out of or related to the ownership of the Razorback Assets to
the extent arising or accruing on and after the Effective Time, whether known or unknown, accrued or contingent, and whether or not reflected on the books and records of TPSI or its affiliates, except
the Excluded Liabilities. 


        (x)   "Sub Unit" shall mean "Subordinated Unit" as such term is defined in the Partnership Agreement. 



        (y)   "TMG" has the meaning assigned to such term in the opening paragraph of this Agreement. 


        (z)   "TPSI" has the meaning assigned to such term in the opening paragraph of this Agreement. 


        (aa) "TPSI Assets" shall mean that portion of the Assets comprised of or relating to the two refined petroleum product
terminals owned by TPSI located in Port Everglades (South), Florida and Tampa, Florida. 



        (bb) "TPSI Liabilities" shall mean all liabilities arising out of or related to the ownership of the TPSI Assets to the
extent arising or accruing on and after the Effective Time, whether known or unknown, accrued or contingent, and whether or not reflected on the books and records of TPSI or its affiliates, except the
Excluded Liabilities. 


        (cc) "TPSI Terminals" has the meaning assigned to such term in the opening paragraph of this Agreement. 


        (dd) "TSI" has the meaning assigned to such term in the opening paragraph of this Agreement. 



        (ee) "Underwriters" shall mean UBS Securities LLC, Citigroup Global Markets Inc., A.G. Edwards &
Sons, Inc., and Wachovia Capital Markets, LLC. 


 
 

ARTICLE 2
  CONTRIBUTIONS, ACKNOWLEDGMENTS AND DISTRIBUTIONS    
    


        Section 2.1    Contribution of Coastal Assets by Coastal Fuels to Coastal
Terminals.    Coastal Fuels hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to Coastal Terminals, its successors and
assigns, for its and their own use forever, all of its right, title and interest in and to the Coastal Assets, as a capital contribution, in exchange for (a) a continuation of its 100%
membership interest in Coastal Terminals, (b) the assumption by Coastal Terminals of the Coastal Liabilities as provided in Section 3.1 hereof, and (c) other good and valuable
consideration, the sufficiency of which is hereby acknowledged, and Coastal Terminals hereby accepts such Coastal Assets as a contribution to the capital of Coastal Terminals. To further evidence this
conveyance with respect to the real property included in the Coastal Assets, Coastal Fuels will execute and deliver the Conveyance Documents to Coastal Terminals. 



TO
HAVE AND TO HOLD the Coastal Assets unto Coastal Terminals, its successors and assigns, together with all and singular the rights and appurtenances thereto in any way belonging, subject, however,
to the terms and conditions stated in this Agreement, forever.

 


        Section 2.2    Contribution of Razorback Assets by TPSI to Razorback.    TPSI hereby
grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to Razorback, its successors and assigns, for its and their own use forever, all of its right, title and interest in
and to the Razorback Assets, as a capital contribution, in exchange for (a) a continuation of its 100% membership interest in Razorback, (b) the assumption by Razorback of the Razorback
Liabilities as provided in Section 3.2 hereof, and
(c) other good and valuable consideration, the sufficiency of which is hereby acknowledged, and Razorback hereby accepts such Razorback Assets as a contribution to the capital of Razorback. To
further evidence this conveyance with respect to the real property included in the Razorback Assets, TPSI will execute and deliver the Conveyance Documents to Razorback. 


TO
HAVE AND TO HOLD the Razorback Assets unto Razorback, its successors and assigns, together with all and singular the rights and appurtenances thereto in any way belonging, subject, however, to the
terms and conditions stated in this Agreement, forever. 



        Section 2.3    Contribution of TPSI Assets by TPSI to TPSI Terminals.    TPSI hereby
grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to TPSI Terminals, its successors and assigns, for its and their own use forever, all of its right, title and
interest in and to the TPSI Assets, as a capital contribution, in exchange for (a) a continuation of its 100% membership interest in TPSI Terminals, (b) the assumption by TPSI Terminals
of the TPSI Liabilities as provided in Section 3.3 hereof, and (c) other good and valuable consideration, the sufficiency of which is hereby acknowledged, and TPSI Terminals hereby
accepts such TPSI Assets as a contribution to the capital of TPSI Terminals. To further evidence this conveyance with respect to the real property included in the TPSI Assets, TPSI will execute and
deliver the Conveyance Documents to TPSI Terminals. 


TO
HAVE AND TO HOLD the TPSI Assets unto TPSI Terminals, its successors and assigns, together with all and singular the rights and appurtenances thereto in any way belonging, subject, however, to the
terms and conditions stated in this Agreement, forever. 


        Section 2.4    Distribution of the Interests by TPSI to TMG.    TPSI hereby grants,
contributes, bargains, conveys, assigns, transfers, sets over and delivers to TMG, its successors and assigns, for its and their own use forever, the Interests, as a distribution. 


        Section 2.5    Contribution of the Interests by TMG to TSI.    TMG hereby grants,
contributes, bargains, conveys, assigns, transfers, sets over and delivers to TSI, its successors and assigns, for its and their own use forever, the Interests, as a capital contribution, in exchange
for (a) a continuation of its 100% ownership interest in TSI, and (b) other good and valuable consideration, the sufficiency of which is hereby acknowledged, and TSI hereby accepts such
Interests as a contribution to the capital of TSI. 



        Section 2.6    Contribution of the Interests by TSI to GP.    TSI hereby grants,
contributes, bargains, conveys, assigns, transfers, sets over and delivers to GP, its successors and assigns, for its and their own use forever, the Interests, as a capital contribution, in exchange
for (a) a continuation of its 100% membership interest in GP, and (b) other good and valuable consideration, the sufficiency of which is hereby acknowledged, and GP hereby accepts such
Interests as a contribution to the capital of GP. The Parties acknowledge that the Interests have an aggregate value equal to 2% of the equity value of MLP after the closing of the transactions
contemplated by this Agreement. 


        Section 2.7    Contribution of the Interests by GP to MLP.    GP hereby grants,
contributes, bargains, conveys, assigns, transfers, sets over and delivers to MLP, its successors and assigns, for its and their own use forever, the Interests, as a capital contribution, in exchange
for (a) a continuation of its 2% general partner interest in MLP, (b) the issuance of the IDRs, and (c) other good and valuable consideration, the sufficiency of which is hereby
acknowledged, and MLP hereby accepts the Interests as a contribution to the capital of MLP.

 


        Section 2.8    Contribution of Membership Interest in Coastal Terminals by Coastal Fuels to
MLP.    Coastal Fuels hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to MLP, its successors and assigns, for its and their
own use forever, its [    ]% membership interest in Coastal Terminals, as a capital contribution, in exchange for (a) [    ]
Common Units, representing a [    ]% interest in MLP, (b) $[    ] in cash for reimbursement of capital expenditures,
(c) an additional $[    ] in cash and (d) other good and valuable consideration, the sufficiency of which is hereby acknowledged, and MLP hereby accepts
such membership interests in Coastal Terminals as a contribution to the capital of MLP. 


        Section 2.9    Contribution of Membership Interest in Razorback and TPSI Terminals by TPSI to
MLP.    TPSI hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to MLP, its successors and assigns, for its and their own use
forever, its [    ]% membership interest in Razorback and its [    ]% membership interest in TPSI Terminals, as a capital
contribution, in exchange for (a) [    ] Sub Units, representing a [    ]% interest in MLP,
(b) $[    ] in cash for reimbursement of capital expenditures, (c) an additional $[    ] in cash and (d) other
good and valuable consideration, the sufficiency of which is hereby acknowledged, and MLP hereby accepts such membership interests in Razorback and TPSI Terminals as a contribution to the capital of
MLP. 


        Section 2.10    Public Cash Contribution.    The Parties acknowledge a capital
contribution by the public through the Underwriters to MLP of $[    ] million in cash ($[    ] million net to MLP after the
Underwriters' spread of $[    ] million) in exchange for [    ] Common Units, representing a
[    ] interest in MLP. 


        Section 2.11    Incurrence of Indebtedness and Payment of Transaction Costs by MLP; Cash Contribution by MLP to
OLP.    The Parties acknowledge (a) the borrowing by MLP, in connection the with the transactions contemplated hereby, of
$[    ] under a new credit facility, (b) the payment by MLP, in connection with the transactions contemplated hereby, of transaction expenses and deferred debt
issuance costs in the amount of approximately $[    ] million (exclusive of the Underwriters' spread) and $[    ],
respectively, and (c) the contribution
by MLP of its remaining cash (approximately $[    ]) to OLP as a capital contribution (99.999% for itself and 0.001% on behalf of OLP GP) to replenish working
capital. 


        Section 2.12    Contribution of Coastal Terminals, Razorback and TPSI Terminals by MLP to
OLP.    MLP hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to OLP, its successors and assigns, for its and their own use
forever, its 100% membership interests in Coastal Terminals, Razorback and TPSI Terminals, as a capital contribution (99.999% for itself and 0.001% on behalf of OLP GP), in exchange for (a) a
continuation of its 99.999% limited partner interest in OLP and OLP GP's 0.001% general partner interest in OLP GP, and (b) other good and valuable consideration, the sufficiency of which is
hereby acknowledged, and OLP hereby accepts such membership interests in Coastal Terminals, Razorback and TPSI Terminals as a contribution to the capital of OLP. 


 
 

ARTICLE 3
  ASSUMPTION OF CERTAIN LIABILITIES    
    



        Section 3.1    Assumption of Coastal Liabilities by Coastal Terminals.    In connection
with Coastal Fuels' contribution and transfer of the Coastal Assets to Coastal Terminals, Coastal Terminals hereby assumes and agrees to duly and timely pay, perform and discharge the Coastal
Liabilities, to the full extent that Coastal Fuels has been heretofore or would have been in the future, were it not for the execution and delivery of this Agreement, obligated to pay, perform and
discharge the Coastal Liabilities; provided, however, that said assumption and agreement to duly and timely pay, perform and discharge the Coastal Liabilities shall not increase the obligation of
Coastal Terminals with respect to the Coastal Liabilities beyond that of Coastal Fuels, waive any valid defense that was available to

 
Coastal Fuels with respect to any Coastal Liabilities or enlarge the rights or remedies of any third party, if any, under any of the Coastal Liabilities. This assumption shall inure to the benefit of
Coastal Fuels, its shareholders, officers, directors, employees and agents. 


        Section 3.2    Assumption of Razorback Liabilities by Razorback.    In connection with
TPSI's contribution and transfer of the Razorback Assets to Razorback, Razorback hereby assumes and agrees to duly and timely pay, perform and discharge the Razorback Liabilities, to the full extent
that TPSI has been heretofore or would have been in the future, were it not for the execution and delivery of this Agreement, obligated to pay, perform and discharge the Razorback Liabilities;
provided, however, that said assumption and agreement to duly and timely pay, perform and discharge the Razorback Liabilities shall not increase the obligation of Razorback with respect to the
Razorback Liabilities beyond that of TPSI, waive any valid defense that was available to TPSI with respect to any Razorback Liabilities or enlarge the rights or remedies of any third party, if any,
under any of the Razorback Liabilities. This
assumption shall inure to the benefit of TPSI, its shareholders, officers, directors, employees and agents. 



        Section 3.3    Assumption of TPSI Liabilities by TPSI Terminals.    In connection with
TPSI's contribution and transfer of the TPSI Assets to TPSI Terminals, TPSI Terminals hereby assumes and agrees to duly and timely pay, perform and discharge the TPSI Liabilities, to the full extent
that TPSI has been heretofore or would have been in the future, were it not for the execution and delivery of this Agreement, obligated to pay, perform and discharge the TPSI Liabilities; provided,
however, that said assumption and agreement to duly and timely pay, perform and discharge the TPSI Liabilities shall not increase the obligation of TPSI Terminals with respect to the TPSI Liabilities
beyond that of TPSI, waive any valid defense that was available to TPSI with respect to any TPSI Liabilities or enlarge the rights or remedies of any third party, if any, under any of the TPSI
Liabilities. This assumption shall inure to the benefit of TPSI, its shareholders, officers, directors, employees and agents. 


 
 

ARTICLE 4
  TITLE MATTERS    
    


        Section 4.1    Encumbrances.    



        (a)   The
contribution and conveyance (by operation of law or otherwise) of the Assets as reflected in this Agreement are made expressly subject to all recorded and unrecorded
liens, encumbrances, agreements, defects, restrictions, adverse claims and all laws, rules, regulations, ordinances, judgments and orders of governmental authorities or tribunals having or asserting
jurisdiction over the Assets and operations conducted thereon or in connection therewith, in each case to the extent the same are valid, enforceable and affect the Assets, including all matters that a
current survey or visual inspection of the Assets would reflect. 


        (b)   To
the extent that certain jurisdictions in which the Assets are located may require that documents be recorded in order to evidence the transfers of title reflected in
this Agreement, then the provisions set forth in Section 4.1(a) immediately above shall also be applicable to the conveyances under such documents. 


        Section 4.2    Disclaimer of Warranties; Subrogation; Waiver of Bulk Sales Laws.    


        (a)   THE
PARTIES ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATES AND DISCLAIMS, ANY REPRESENTATIONS,
WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT, REGARDING (A) THE VALUE,
NATURE, QUALITY OR CONDITION OF THE ASSETS, INCLUDING THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF THE

 
ASSETS GENERALLY OR THE PRESENCE OR LACK OF HAZARDOUS SUBSTANCES OR OTHER MATTERS ON THE ASSETS, (B) THE INCOME TO BE DERIVED FROM THE ASSETS, (C) THE SUITABILITY OF THE ASSETS FOR ANY
AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED THEREON, (D) THE COMPLIANCE OF OR BY THE ASSETS OR THEIR OPERATION WITH ANY LAWS (INCLUDING ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR
LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS. THE PARTIES
ACKNOWLEDGE AND AGREE THAT EACH HAS HAD THE OPPORTUNITY TO INSPECT THE RESPECTIVE ASSETS, AND EACH IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE RESPECTIVE ASSETS AND NOT ON ANY INFORMATION
PROVIDED OR TO BE PROVIDED BY ANY OF THE PARTIES. NONE OF THE PARTIES IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE ASSETS
FURNISHED BY ANY AGENT, EMPLOYEE, REPRESENTATIVE, SERVANT OR THIRD PARTY. EACH OF THE PARTIES ACKNOWLEDGES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE CONTRIBUTION OF THE ASSETS AS PROVIDED FOR
HEREIN IS MADE IN AN "AS IS", "WHERE IS" CONDITION WITH ALL FAULTS, AND THE ASSETS ARE CONTRIBUTED AND CONVEYED SUBJECT TO ALL OF THE MATTERS CONTAINED IN THIS SECTION. THIS SECTION SHALL SURVIVE SUCH
CONTRIBUTION AND CONVEYANCE OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION
AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE. 


        (b)   The
contributions of the Assets made under this Agreement are made with full rights of substitution and subrogation of the respective Parties receiving such
contributions, and all persons claiming by, through and under such Parties, to the extent assignable, in and to all covenants and warranties by the predecessors-in-title of the
Parties contributing the Assets, and with full subrogation of all rights accruing under applicable statutes of limitation and all rights of action of warranty against all former owners of the Assets. 


        (c)   Each
of the Parties agrees that the disclaimers contained in this Section 4.2 are "conspicuous" disclaimers. Any covenants implied by statute or law by the use of
the words "grant," "convey," "bargain," "sell," "assign," "transfer," "deliver," or "set over" or any of them or any other words used in this Agreement or any exhibits hereto are hereby expressly
disclaimed, waived or negated. 


        (d)   Each
of the Parties hereby waives compliance with any applicable bulk sales law or any similar law in any applicable jurisdiction in respect of the transactions
contemplated by this Agreement. 


 
 

ARTICLE 5
  FURTHER ASSURANCES    
    


        From time to time after the Effective Time, and without any further consideration, the Parties agree to execute, acknowledge and deliver all such additional
deeds, assignments, bills of sale, conveyances, instruments, notices, releases, acquittances and other documents, and will do all such other acts and things, all in accordance with applicable law, as
may be necessary or appropriate (a) more fully to assure that the applicable Parties own all of the properties, rights, titles, interests, estates, remedies, powers and privileges granted by
this Agreement, or which are intended to be so granted, or (b) more fully and effectively to vest in the applicable Parties and their respective successors and assigns beneficial and record
title to the interests contributed and assigned by this

 
Agreement or intended so to be and to more fully and effectively carry out the purposes and intent of this Agreement. 


 
 

ARTICLE 6
  EFFECTIVE TIME    
    


        Notwithstanding anything contained in this Agreement to the contrary, none of the provisions of Article 2 or Article 3 of this Agreement shall be
operative or have any effect until the Effective Time, at which time all the provisions of Article 2 and Article 3 of this Agreement shall be effective and operative in accordance with
Article 7, without further action by any Party. 


 
 

ARTICLE 7
  MISCELLANEOUS    
    


        Section 7.1    Order of Completion of Transactions.    The transactions provided for in
Article 2 of this Agreement shall be completed immediately following the Effective Time in the order set forth in Article 2. The transactions provided for in Article 3 of this
Agreement shall be completed simultaneously with the transactions provided for in Article 2 of this Agreement. 


        Section 7.2    Costs.    Except for the transaction costs set forth in
Section 2.11, OLP shall pay all expenses, fees and costs, including all sales, use and similar taxes arising out of the contributions, conveyances and deliveries to be made hereunder, and shall
pay all documentary, filing, recording, transfer, deed and conveyance taxes and fees required in connection therewith. In addition, OLP shall be responsible for all costs, liabilities and expenses
(including court costs and reasonable attorneys' fees) incurred in connection with the implementation of any conveyance or delivery pursuant to Article 5 of this Agreement. 


        Section 7.3    Headings; References; Interpretation.    All Article and Section
headings in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any of the provisions hereof. The words "hereof," "herein" and
"hereunder" and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole, including all Exhibits attached hereto, and not to any particular provision of this
Agreement. All references herein to Articles, Sections and Exhibits shall, unless the context requires a different construction, be deemed to be references to the Articles and Sections of this
Agreement and the Exhibits attached hereto, and all such Exhibits attached hereto are hereby incorporated herein and made a part hereof for all purposes. All personal pronouns used in this Agreement,
whether used in the masculine, feminine or neuter gender, shall include all other genders, and the singular shall include the plural and vice versa. The terms "include", "includes", "including" or
words of like import shall be deemed to be followed by the words "without limitation". 


        Section 7.4    Successors and Assigns.    The Agreement shall be binding upon and inure
to the benefit of the Parties and their respective successors and assigns. 


        Section 7.5    No Third Party Rights.    The provisions of this Agreement are intended
to bind the Parties as to each other and are not intended to and do not create rights in any other person or confer upon any other person any benefits, rights or remedies and no person is or is
intended to be a third party beneficiary of any of the provisions of this Agreement. 



        Section 7.6    Counterparts.    This Agreement may be executed in any number of
counterparts, all of which together shall constitute one agreement binding on the parties hereto. 


        Section 7.7    Governing Law.    This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Colorado applicable to contracts made and to be performed wholly within such state without giving effect to conflict of law principles thereof.


 


        Section 7.8    Severability.    If any of the provisions of this Agreement are held by
any court of competent jurisdiction to contravene, or to be invalid under, the laws of any political body having jurisdiction over the subject matter hereof, such contravention or invalidity shall not
invalidate the entire Agreement. Instead, this Agreement shall be construed as if it did not contain the particular provision or provisions held to be invalid and an equitable adjustment shall be made
and necessary provision added so as to give effect to the intention of the Parties as expressed in this Agreement at the time of execution of this Agreement. 


        Section 7.9    Amendment or Modification.    This Agreement may be amended or modified
from time to time only by the written agreement of all the Parties. Each such instrument shall be reduced to writing and shall be designated on its face as an amendment to this Agreement. 


        Section 7.10    Integration.    This Agreement and the instruments referenced herein
supersede all previous understandings or agreements among the Parties, whether oral or written, with respect to their subject matter. This document and such instruments contain the entire
understanding of the Parties with respect to the subject matter hereof and thereof. No understanding, representation, promise or agreement, whether oral or written, is intended to be or shall be
included in or form part of this Agreement unless it is contained in a written amendment hereto executed by the parties hereto after the date of this Agreement. 


        Section 7.11    Deed; Bill of Sale; Assignment.    To the extent required and permitted
by applicable law, this Agreement shall also constitute a "deed," "bill of sale" or "assignment" of the assets and interests referenced herein. 


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REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 










        IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the date first above written. 



	 	TRANSMONTAIGNE PARTNERS L.P.
	

 	

By: TransMontaigne GP L.L.C., its general partner
	

 	

 
	

 	

    
 Name:

Title:
	

 	
TRANSMONTAIGNE GP L.L.C.
	

 	

 
	

 	

    
 Name:

Title:
	

 	
TRANSMONTAIGNE OPERATING COMPANY L.P.
	

 	

By: TransMontaigne Operating GP L.L.C., its general partner
	

 	

 
	

 	

    
 Name:

Title:
	

 	
TRANSMONTAIGNE OPERATING GP L.L.C.
	

 	

 
	

 	

    
 Name:

Title:
	

 	
COASTAL TERMINALS L.L.C.
	

 	

 
	

 	

    
 Name:

Title:
	

 	
RAZORBACK L.L.C.
	

 	

 
	

 	

    
 Name:

Title:





	

 	
TPSI TERMINALS L.L.C.
	

 	

 
	

 	

    
 Name:

Title:
	

 	
TRANSMONTAIGNE INC.
	

 	

 
	

 	

    
 Name:

Title:
	

 	
TRANSMONTAIGNE PRODUCT SERVICES INC.
	

 	

 
	

 	

    
 Name:

Title:
	

 	
COASTAL FUELS MARKETING, INC.
	

 	

 
	

 	

    
 Name:

Title:














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Exhibit 10.2


CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT

ARTICLE 1 DEFINITIONS

ARTICLE 2 CONTRIBUTIONS, ACKNOWLEDGMENTS AND DISTRIBUTIONS

ARTICLE 3 ASSUMPTION OF CERTAIN LIABILITIES

ARTICLE 4 TITLE MATTERS

ARTICLE 5 FURTHER ASSURANCES

ARTICLE 6 EFFECTIVE TIME

ARTICLE 7 MISCELLANEOUS