FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TRANSMONTAIGNE PARTNERS L.P.TransMontaigne Partners L.P. • September 13th, 2005 • Pipe lines (no natural gas) • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TRANSMONTAIGNE PARTNERS L.P. dated as of May 27, 2005, is entered into by and among TransMontaigne GP L.L.C., a Delaware limited liability company, as the General Partner, TransMontaigne Product Services Inc., a Delaware corporation, as the Organizational Limited Partner, Coastal Fuels Marketing, Inc., a Florida corporation, and MSDW Bondbook Ventures Inc., a Delaware corporation, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 13th, 2005 • TransMontaigne Partners L.P. • Pipe lines (no natural gas) • New York
This Agreement is made in connection with the Closing of the issuance and sale of the Purchased Units pursuant to the Subordinated Unit Purchase Agreement, dated as of the date hereof, by and between TLP and the Purchaser (the "Purchase Agreement"). TLP has agreed to provide the registration and other rights set forth in this Agreement for the benefit of the Purchaser pursuant to the terms of the Purchase Agreement. In consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party hereto, the parties hereby agree as follows:
SUBORDINATED UNIT PURCHASE AGREEMENTSubordinated Unit Purchase Agreement • September 13th, 2005 • TransMontaigne Partners L.P. • Pipe lines (no natural gas) • New York
SUBORDINATED UNIT PURCHASE AGREEMENT, dated as of May 24, 2005 (this "Agreement"), by and between TRANSMONTAIGNE PARTNERS L.P. ("TLP") and MSDW Bondbook Ventures Inc., (the "Purchaser").
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...Conveyance and Assumption Agreement • September 13th, 2005 • TransMontaigne Partners L.P. • Pipe lines (no natural gas) • Colorado
THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of May 27, 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." C
