0001047469-08-002389 Sample Contracts

CONFIDENTIAL TREATMENT REQUESTED BY TRANSMONTAIGNE PARTNERS L.P. TERMINALING SERVICES AGREEMENT — Southeast and Collins/Purvis
Terminaling Services Agreement • March 10th, 2008 • TransMontaigne Partners L.P. • Pipe lines (no natural gas) • New York

This Terminaling Services Agreement-Southeast and Collins/Purvis (this “Agreement”) is made and entered into this first (1st) day of January, 2008 (the “Effective Date”) by and between TransMontaigne Partners L.P. on behalf of itself and its Affiliates (“Owner”), and Morgan Stanley Capital Group Inc. (“Customer”), each sometimes referred to individually as a “Party” and, collectively, as the “Parties”.

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AMENDED AND RESTATED 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 • March 10th, 2008 • TransMontaigne Partners L.P. • Pipe lines (no natural gas)

THIS AMENDED AND RESTATED OMNIBUS AGREEMENT (“Restated Agreement”) dated as of December 31, 2007, but effective for all purposes as of January 1, 2008 (the “Effective Date”) is entered into by and among TransMontaigne Inc., a Delaware corporation (“TMG”), TransMontaigne GP L.L.C., a Delaware limited liability company (the “General Partner”), TransMontaigne Partners L.P., a Delaware limited partnership (the “Partnership”), TransMontaigne Operating GP L.L.C., a Delaware limited liability company (the “OLP GP”), and TransMontaigne Operating Company L.P., a Delaware limited partnership (the “Operating Partnership”). The above-named entities are sometimes referred to in this Restated Agreement each as a “Party” and collectively as the “Parties.”

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 10th, 2008 • TransMontaigne Partners L.P. • Pipe lines (no natural gas)

THIS INDEMNIFICATION AGREEMENT (“Agreement”), dated as of December 31, 2007, but effective for all purposes as of January 1, 2008 (the “Effective Date”) is entered into by and among TransMontaigne Inc., a Delaware corporation (“TMG”), TransMontaigne GP L.L.C., a Delaware limited liability company (the “General Partner”), TransMontaigne Partners L.P., a Delaware limited partnership (the “Partnership”), TransMontaigne Operating GP L.L.C., a Delaware limited liability company (the “OLP GP”), and TransMontaigne Operating Company L.P., a Delaware limited partnership (the “Operating Partnership”). The above-named entities are sometimes referred to in this Restated Agreement each as a “Party” and collectively as the “Parties.”

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