Exhibit 10.2


INCREASED COMMITMENT
SUPPLEMENT


This INCREASED COMMITMENT SUPPLEMENT (this “Supplement”)
is dated as of July 12, 2007 (the “Supplement Effective Date”),
and entered into by and among TransMontaigne Operating Company L.P., a
Delaware limited partnership (the “Borrower”), each of the other financial
institutions which is a signatory hereto (the “Lenders”), Wachovia Bank,
National Association, as administrative agent for itself and the Lenders (in
such capacity, together with its successors in such capacity, the “Agent”),
and is made with reference to that certain Amended and Restated Senior Secured
Credit Facility dated as of December 22, 2006, as amended by that certain
First Amendment to Amended and Restated Senior Secured Credit Facility dated as
of the date hereof (as amended, restated, modified, or supplemented from time
to time, the “Credit Agreement”), by and among the Borrower, certain
lenders, and the Agent. Capitalized terms used herein without definition shall
have the same meanings herein as set forth in the Credit Agreement.


RECITALS


WHEREAS, pursuant
to Section 2.2(c)(ii) of the Credit Agreement, the Borrower, the Agent,
and the Lenders are entering into this Increased Commitment Supplement to
provide for the increase of the aggregate Revolving Credit Commitments;


WHEREAS, each
Lender party hereto and already a party to the Credit Agreement wishes to
increase its Revolving Credit Commitment; and


WHEREAS, the
Lenders are willing to agree to supplement the Credit Agreement in the manner provided
herein.


NOW, THEREFORE, in
consideration of the premises and the agreements, provisions and covenants
herein contained, the parties hereto agree as follows:


Section 1.                                            Increase
in Revolving Credit Commitments. Subject to the terms and conditions hereof,
each Lender severally agrees that its Revolving Credit Commitment shall be
increased to the amount set forth on the books and records maintained by Agent
as determined by Agent based on the commitment letters from the Lenders
received by Agent on or about June 15, 2007.


Section 2.                                            Conditions
to Effectiveness. This Supplement shall be effective upon the satisfaction
or waiver by the Agent in its reasonable discretion, of the following
conditions precedent:


(1)                                  Executed Supplement and First Amendment to
Credit Agreement.  Receipt by the
Agent of duly executed counterparts of (a) this Supplement by the Borrower and
each Lender which is increasing its Revolving Credit Commitment hereunder and
(b) the First Amendment to Amended and Restated Senior Secured Credit Facility
by and among the Borrower, Agent, and Required Lenders.













(2)                                  Officer’s
Certificates.  Receipt by the Agent
of a certificate or certificates of Partners executed by an Executive Officer
as of the Supplement Effective Date, stating that (A) no Default or Event of
Default exists or will exist (as a result of the execution and delivery of this
Supplement), (B) all representations and warranties contained herein and in the
other Credit Documents are, and will remain through the Supplement Effective
Date to be, true and correct in all material respects, and (C) each of the
conditions set forth in this Section 2 has been satisfied.


(3)                                  Organizational
Documents.  Receipt by the Agent of
the following:


(i)                                     Charter
Documents.  Copies of the Partners’
Partnership Agreement and articles or certificates of incorporation, limited
partnership, or other formation or charter documents of each Credit Party,
General Partner, and Operating GP, in each case certified to be true and
complete as of a recent date by the appropriate Governmental Authority of the
state or other jurisdiction of its incorporation or organization and certified
by an applicable secretary, assistant secretary, manager, general partner, or
other Person acceptable to Agent to be true and correct as of the Supplement
Effective Date.


(ii)                                  Bylaws
or Similar Documents.  A copy of the
bylaws, limited partnership agreement, operating agreement, or similar
agreement of each Credit Party, General Partner, and Operating GP, in each case
certified by a secretary, assistant secretary, manager, general partner, or
other Person acceptable to Agent to be true and correct as of the Supplement
Effective Date.


(iii)                               Resolutions.  Copies of resolutions of the Board of
Directors, managers, members, or similar managing body of each Credit Party,
General Partner, and Operating GP approving and adopting the Credit Documents
to which it is a party or which it will execute on behalf of another party, the
transactions contemplated therein and authorizing execution and delivery
thereof, in each case certified by a secretary, assistant secretary, manager,
general partner, or other Person acceptable to Agent to be true and correct and
in force and effect as of the Supplement Effective Date.


(iv)                              Good
Standing.  Copies of certificates of
good standing, existence or its equivalent with respect to each Credit Party,
General Partner, and Operating GP certified as of a recent date by the
appropriate Governmental Authorities of the state or other jurisdiction of
incorporation or organization.


(4)                                  Opinions
of Counsel.  Receipt by the Agent of
an opinion, or opinions (which shall cover, among other things, authority,
legality, validity, binding effect, no conflicts with organization documents or
other agreements, and enforceability) reasonably satisfactory to the Agent,
addressed to the Agent and the Lenders and dated the Supplement Effective Date,
from legal counsel to the Credit Parties.


(5)                                  Fees
and Expenses.  Payment by the
Borrower of all expenses owed by the Borrower to the Agent, including the
reasonable fees and expenses of Agent’s counsel.













(6)                                  Consent
and Reaffirmation of Guarantors. 
Receipt by the Agent of duly executed counterparts of the Consent and
Reaffirmation of the Guarantors, at the end hereof, executed and delivered by
the Guarantors.


(7)                                  Lender
Reallocation Agreement.  If deemed
reasonably necessary by Agent, receipt by the Agent of duly executed
counterparts of an agreement by each Lender providing for the purchase and sale
of Revolving Loans in an amount necessary to place the aggregate outstanding
amount of such Lender’s Revolving Loans in proportion to its Revolving Credit
Commitment Percentage.


(8)                                  Other.  Receipt by the Lenders of such other
documents, instruments, agreements or information as reasonably requested by
any Lender increasing its Revolving Credit Commitment hereunder.


Section 3.                                            Real
Property Collateral.  On or before
September 12, 2007, or at such later time as determined by the Agent in its
sole discretion, the Borrower shall deliver to the Agent (i) executed
amendments to existing Mortgages reflecting the increased Revolving Credit
Commitments,  (ii) endorsements to
existing title policies covering the real property subject to such Mortgages,
to the extent the Agent requires such endorsement to any particular policy,
(iii) evidence that any and all Taxes with respect to the filing of such
amendments, if any, have been paid, (iv) local opinions of counsel with respect
to such amendments, and (v) such other documents, instruments, agreements or
information as reasonably requested by the Agent in connection therewith, all
of which shall be in form and substance satisfactory to the Agent in its
reasonable discretion.


Section 4.                                            Eurodollar
Loans.   To the extent any Eurodollar
Loans are outstanding as of the Supplement Effective Date, Borrower agrees to
indemnify the Lenders as provided in Section 4.10 of the Credit
Agreement.


Section 5.                                            Representations
and Warranties.  To induce the
Lenders to enter into this Supplement and to supplement the Credit Agreement in
the manner provided herein, the Borrower represents and warrants to the Agent
and each Lender that (a) the representations and warranties of the Borrower
contained in the Credit Agreement and the other Credit Documents are and will
be true, correct, and complete in all material respects on and as of the
Supplement Effective Date, to the same extent as though made on and as of that
date and for that purpose, this Supplement shall be deemed to be a Credit
Document, and (b) no event has occurred and is continuing or will result from
the consummation of the transactions contemplated by this Supplement that would
constitute a Default or Event of Default. Not in limitation of the foregoing,
the Borrower hereby restates and renews each and every representation and
warranty heretofore made by it in the Credit Agreement and the other Credit
Documents as fully as if made on the date hereof and with specific reference to
this Supplement and all other documents executed and/or delivered in connection
herewith.  In this regard, for purposes
of this Section, each and every reference to Closing Date in Article VI of the
Credit Agreement shall be deemed a reference to the Supplement Effective
Date.  The Borrower shall update each
schedule to the Credit Agreement and each other Credit Document to the extent
necessary to make any representation and warranty with respect thereto in the
Credit Agreement or other Credit Document true and correct as of the date
hereof by attaching such updated schedule hereto, 













which updated schedule will replace the corresponding
schedule to the Credit Agreement or other applicable Credit Document as of the
date hereof.


Section 6.                                            Effect
of Supplement. The terms and provisions set forth in this Supplement shall
modify and supersede all inconsistent terms and provisions set forth in the
Credit Agreement and except as expressly modified and superseded by this
Supplement, the terms and provisions of the Credit Agreement and the other
Credit Documents are ratified and confirmed and shall continue in full force
and effect. The Borrower, the Agent, and the Lenders party hereto agree that
the Credit Agreement as supplemented hereby and the other Credit Documents
shall continue to be legal, valid, binding, and enforceable in accordance with
their respective terms.  Any and all
agreements, documents, or instruments now or hereafter executed and delivered
pursuant to the terms hereof or pursuant to the terms of the Credit Agreement as
supplemented hereby, are hereby amended so that any reference in such documents
to the “Agreement” or “Credit Agreement” shall mean a reference to the “Agreement”
or “Credit Agreement” as supplemented hereby.


Section 7.                                            Applicable
Law.  This Supplement shall be
governed by, and construed in accordance with, the laws of the State of New
York, other than those conflict of law provisions that would defer to the
substantive laws of another jurisdiction. 
This governing law election has been made by the parties in reliance (at
least in part) on Section 5-1401 of the General Obligations Law of
the State of New York, as amended (as and to the extent applicable), and other
applicable law.


Section 8.                                            Counterparts,
Effectiveness.  This Supplement may
be executed in any number of counterparts, by different parties hereto in
separate counterparts and on telecopy counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument; signature pages may
be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the same
document, and each of the parties hereto acknowledges that only the Agent shall
receive and maintain a fully executed copy of this Supplement. This Supplement
(other than the provisions of Section 1 hereof, the effectiveness of
which is governed by Section 3 hereof) shall become effective upon the
execution of a counterpart hereof by the Borrower, the Agent, and the Lenders.


Section
9.                                            ENTIRE
AGREEMENT. THIS SUPPLEMENT EMBODIES THE FINAL, ENTIRE AGREEMENT AMONG THE
PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ANY AND ALL
PREVIOUS COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER
ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED
OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE
PARTIES HERETO. ORAL AGREEMENTS OR COMMITMENTS
TO LOAN MONEY, EXTEND CREDIT OR TO FOREBEAR FROM ENFORCING REPAYMENT OF A DEBT
INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE. TO PROTECT
THE BORROWER, THE AGENT AND THE LENDERS FROM MISUNDERSTANDING OR
DISAPPOINTMENT, ANY AGREEMENTS REACHED 













COVERING
SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE
STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES, EXCEPT AS THEY MAY LATER AGREE
IN WRITING TO MODIFY IT.


 


[SIGNATURES ON FOLLOWING PAGES]













IN
WITNESS WHEREOF, the parties hereto have caused this
Supplement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.


	
  

  	
   

  	
  TRANSMONTAIGNE
  OPERATING COMPANY

  
	
   

  	
   

  	
  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  TransMontaigne
  Operating GP L.L.C., its sole

  
	
   

  	
   

  	
   

  	
  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Frederick W. Boutin

  
	
   

  	
   

  	
   

  	
  Name: Frederick W.
  Boutin

  
	
   

  	
   

  	
   

  	
  Title: Senior Vice
  President

  



 


 













 


	
  

  	
   

  	
  WACHOVIA BANK, NATIONAL

  
	
   

  	
   

  	
  ASSOCIATION, as

  
	
   

  	
   

  	
  Agent and a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ illegible

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  



 


 


 


 


 













 


	
  

  	
   

  	
  BANK OF AMERICA, N.A., 

  
	
   

  	
   

  	
  as a Syndication Agent
  and a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jeffrey H. Rathkamp

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Jeffrey H. Rathkamp

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Managing Director

  
						



 


 


 


 


 


 


 













 


	
  

  	
   

  	
  JPMORGAN CHASE BANK,
  N.A.,

  
	
   

  	
   

  	
  as a Syndication Agent
  and a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Tara Narasiman

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Tara Narasiman

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Associate

  
						



 













 


	
  

  	
   

  	
  BNP PARIBAS, 

  
	
   

  	
   

  	
  as a Documentation
  Agent and a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Prisca Owens

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Prisca Owens

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Andrew Stratos

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Andrew Stratos

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
						



 













 


	
  

  	
   

  	
  SOCIÉTÉ GÉNÉRALE, NEW
  YORK BRANCH,

  
	
   

  	
   

  	
  as a Documentation
  Agent and a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Emanuel Chesneau

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Emanuel Chesneau

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Chung-Taek Oh

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Chung-Taek Oh

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
									



 













 


	
  

  	
   

  	
  WELLS FARGO BANK, N.A.,

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Sushim Shah

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Sushim Shah

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
						



 













 


	
  

  	
   

  	
  U.S. BANK NATIONAL
  ASSOCIATION, 

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Monte E. Deckerd

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Monte E. Deckerd

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
						



 













 


	
  

  	
   

  	
  MERRILL LYNCH CAPITAL,
  a division of

  
	
   

  	
   

  	
  Merrill Lynch Business
  Financial Services Inc.,

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Gregory B. Hanson

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Gregory B. Hanson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
						



 













 


	
  

  	
   

  	
  AMEGY BANK NATIONAL
  ASSOCIATION, 

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Chris R. Peterson

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Chris R. Peterson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Banking Officer

  
						



 


















 


 


 


	
  

  	
  BMO CAPITAL MARKETS FINANCING, INC., 

  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Cahal Carmody

  	
   

  
	
   

  	
   

  	
  Name:

  	
   Cahal Carmody

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  



 













 


	
  

  	
  SUNTRUST BANK, 

  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Edge

  	
   

  
	
   

  	
   

  	
  Name:

  	
   David Edge

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  	
   

  



 













 


	
  

  	
  UNION BANK OF CALIFORNIA, N.A., 

  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sean Murphy

  	
   

  
	
   

  	
   

  	
  Name:

  	
   Sean Murphy

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  



 













 


	
  

  	
  COMERICA BANK,

  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matthew J. Purchase

  	
   

  
	
   

  	
   

  	
  Name:

  	
   Matthew J.
  Purchase

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  



 













 


	
  

  	
  NATIONAL CITY BANK, 

  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen Monto

  	
   

  
	
   

  	
   

  	
  Name:

  	
   Stephen Monto

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  



 













 


	
  

  	
  NATIXIS,

  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donovan C.
  Broussard

  	
   

  
	
   

  	
   

  	
  Name:

  	
   Donovan C.
  Broussard

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel Payer

  	
   

  
	
   

  	
   

  	
  Name:

  	
   Daniel Payer

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Director

  	
   

  



 













 


	
  

  	
  UBS LOAN FINANCE LLC, 

  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard L. Tavrow

  	
   

  
	
   

  	
   

  	
  Name:

  	
   Richard L.
  Tavrow

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mary E. Evans

  	
   

  
	
   

  	
   

  	
  Name:

  	
   Mary E. Evans

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Associate Director

  	
   

  



 













 


 


	
  

  	
  CATERPILLAR FINANCIAL SERVICES CORPORATION, 

  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael A. Ward

  	
   

  
	
   

  	
   

  	
  Name:

  	
   Michael A.
  Ward

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Syndications Region Manager

  	
   

  



 













CONSENT AND REAFFIRMATION OF
GUARANTORS


Each of the undersigned
(i) acknowledges receipt of the foregoing Increased Commitment Supplement (the
“Supplement”), (ii) consents to the execution and delivery of the
Supplement by the parties thereto, and (iii) reaffirms all of its obligations
and covenants under that certain Full Recourse Guaranty Agreement dated as of
May 27, 2005, or the certain Limited Recourse Guaranty Agreement dated as of
December 29, 2006, as applicable, executed by it, or later joined by it, and
agrees that none of such obligations and covenants shall be affected by the
execution and delivery of the Supplement. 
This Consent and Reaffirmation may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original and all
of which counterparts, taken together, shall constitute but one and the same
instrument.


July 12, 2007:


	
  

  	
  FULL RECOURSE GUARANTORS:

  
	
   

  	
   

  
	
  

  	
  COASTAL TERMINALS L.L.C., a Delaware

  limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Randall J. Larson

  	
   

  
	
   

  	
  Name:

  	
  Randall J. Larson

  	
   

  
	
   

  	
  Title:

  	
  President and Chief Operating
  Officer

  	
   

  
					



 


	
   

  	
   

  
	
  

  	
  RAZORBACK L.L.C.,

  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Randall J. Larson

  	
   

  
	
   

  	
  Name:

  	
  Randall J. Larson

  	
   

  
	
   

  	
  Title:

  	
  President and Chief Operating
  Officer

  	
   

  
					



 


	
   

  	
   

  
	
  

  	
  TPSI TERMINALS L.L.C.,

  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Randall J. Larson

  	
   

  
	
   

  	
  Name:

  	
  Randall J. Larson

  	
   

  
	
   

  	
  Title:

  	
  President and Chief Operating
  Officer

  	
   

  
					



 













 


	
  

  	
  TLP FINANCE CORP.,

  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Randall J. Larson

  	
   

  
	
   

  	
  Name:

  	
  Randall J. Larson

  	
   

  
	
   

  	
  Title:

  	
  President and Chief Operating
  Officer

  	
   

  
					



 


	
  

  	
  TLP OPERATING FINANCE CORP.,

  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Randall J. Larson

  	
   

  
	
   

  	
  Name:

  	
  Randall J. Larson

  	
   

  
	
   

  	
  Title:

  	
  President and Chief Operating
  Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  

  	
  LIMITED RECOURSE GUARANTOR:

  
	
   

  	
   

  
	
   

  	
  TRANSMONTAIGNE PARTNERS L.P.,

  
	
   

  	
   

  
	
  

  	
  By: 

  	
  TransMontaigne GP L.L.C.,

  its sole general partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Randall J. Larson

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Randall J. Larson

  	
   

  
	
   

  	
   

  	
  Title:

  	
  President and Chief Operating
  Officer