0001558370-15-000781 Sample Contracts

AMENDED AND RESTATED OMNIBUS AGREEMENT
Omnibus Agreement • May 7th, 2015 • TransMontaigne Partners L.P. • Pipe lines (no natural gas)

THIS SECOND AMENDMENT TO AMENDED AND RESTATED OMNIBUS AGREEMENT (“Second Amendment”), dated as of April 14, 2015 (the “Effective Date”) is entered into by and among TransMontaigne LLC., a Delaware limited liability company and formerly known as TransMontaigne Inc. (“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 Second Amendment each as a “Party” and collectively as the “Parties.”

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THIRD AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TRANSMONTAIGNE PARTNERS L.P.
TransMontaigne Partners L.P. • May 7th, 2015 • Pipe lines (no natural gas) • Delaware

This Third Amendment (the “Third Amendment”) to the First Amended and Restated Agreement of Limited Partnership of TransMontaigne Partners L.P. (the “Partnership”) is entered into this 5th day of May, 2015 by TransMontaigne GP L.L.C., a Delaware limited liability company (the "General Partner"), as the general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

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