0001104659-06-037181 Sample Contracts

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND AMONG SEMGROUP, L.P., SEMGROUP SUBSIDIARY HOLDING, L.L.C., TMG ACQUISITION COMPANY AND TRANSMONTAIGNE INC. DATED AS OF MAY 22, 2006

Agreement and Plan of Merger • May 24th, 2006 • Transmontaigne Inc • Pipe lines (no natural gas) • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  May 24th, 2006
• Company
  Transmontaigne Inc
• Industry
  Pipe lines (no natural gas)
• Jurisdiction
  Delaware

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (“Agreement”), dated as of May 22, 2006, by and among SemGroup, L.P., an Oklahoma limited partnership (“SemGroup LP”), SemGroup Subsidiary Holding, L.L.C., a Delaware limited liability company (“Parent”), TMG Acquisition Company, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Co”), and TransMontaigne Inc., a Delaware corporation (the “Company”). Certain capitalized terms have the meanings given to such terms in Section 9.03.