Exhibit 10.1

EXECUTION VERSION

SECOND AMENDMENT TO THIRD AMENDED AND RESTATED

SENIOR SECURED CREDIT FACILITY

THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED SENIOR SECURED CREDIT FACILITY (this “ Agreement ”) is dated as of February 26, 2019, among TRANSMONTAIGNE OPERATING COMPANY L.P. (the “ Borrower ”), each of the Lenders (as defined below) party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders (the “ Agent ”).

W   I   T   N   E   S   S   E   T   H :

WHEREAS, the Borrower, certain banks and other lenders party thereto (the “ Lenders ”), and the Agent executed and delivered that certain Third Amended and Restated Senior Secured Credit Facility dated as of March 13, 2017, as amended by that certain First Amendment to Third Amended and Restated Senior Secured Credit Facility dated as of December 14, 2017 (as further amended, restated, modified, or supplemented from time to time, the “ Credit Agreement ”);

WHEREAS, on November 25, 2018, TransMontaigne Partners L.P. (“ Partners ”), TransMontaigne GP L.L.C (“ General Partner ”), TLP Finance Holdings, LLC (“ TLP Finance ”), TLP Acquisition Holdings, LLC (“ TLP Holdings ”), and, among others, TLP Merger Sub, LLC signed that certain Agreement and Plan of Merger pursuant to which TLP Finance agreed to acquire one hundred percent (100%) of the issued and outstanding common units representing limited partnership interests of Partners (“ Common Units ”) that it and its Affiliates do not already own (such transaction, the “ Acquisition ”). Immediately upon consummation of the Acquisition (the “ Acquisition Effective Time ”), and as a result thereof, (i) each of Partners’ general partner units issued and outstanding immediately prior to the Acquisition Effective Time will be converted into (a) one Common Unit, and (b) in aggregate, a non-economic general partner interest in Partners, (ii) each of Partners’ incentive distribution rights issued and outstanding immediately prior to the Acquisition Effective Time will be converted into 100 Common Units, (iii) General Partner shall distribute its Common Units in Partners to TLP Holdings (the “ Transferred GP Units ”), and TLP Holdings shall contribute the Transferred GP Units to TLP Finance, (iv) Partners shall convert into a Delaware limited liability company pursuant to Section 17-219 of the Delaware Limited Partnership Act and shall change its name to TransMontaigne Partners LLC (the “ Conversion ”), and all Common Units owned by TLP Finance shall be converted into limited liability company interests, (v) the non-economic interest in Partners owned by General Partner shall be automatically cancelled and cease to exist, and General Partner shall be dissolved, and (vi) TransMontaigne Partners LLC shall be 100% owned by TLP Finance (the transactions described in the foregoing clauses (i) through (iv), collectively with the Acquisition, the “ Transaction ”);

WHEREAS, the Borrower has requested that the Agent and the Lenders party hereto (constituting Required Lenders) modify certain provisions of the Credit Agreement to account for the consummation and effectiveness of the Transaction; and

WHEREAS, the Agent and the Required Lenders are willing to grant the requested modifications set forth herein, subject to the terms and conditions set forth herein.

NOW, THEREFORE, for and in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, each of the parties hereto hereby covenant and agree as follows:

1.             Definitions . Unless otherwise specifically defined herein, each term used herein which is defined in the Credit Agreement shall have the meaning assigned to such term in the Credit Agreement. Each reference to “hereof,” “hereunder,” “herein,” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement shall from and after the Second Amendment Effective Date refer to the Credit Agreement as amended hereby. “Second Amendment Effective Date” means the date on which each of the conditions precedent set forth in Section 3 below has been satisfied.

2.             Amendments to Credit Agreement . Upon the Second Amendment Effective Date and pursuant to Section 14.9 of the Credit Agreement:

(a)           The following definitions shall be inserted in Section 1.1 of the Credit Agreement in appropriate alphabetical order:

“ Beneficial Ownership Certification ” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“ Beneficial Ownership Regulation ” means 31 C.F.R. § 1010.230.

“ Benefit Plan Investor ” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“ Parent ” means TLP Finance Holdings, LLC, a Delaware limited liability company.

“ Partners’ Operating Agreement ” means that certain Limited Liability Company Agreement of Partners dated as of the Second Amendment Effective Date, as the same may be amended, restated, supplemented, or otherwise modified from time to time to the extent permitted herein.

“ Partners’ Savings and Retention Plan ” means the Amended and Restated TLP Management Services LLC Savings and Retention Plan, effective on or before the Second Amendment Effective Date, as amended from time to time and including any successor or replacement plans.

“ Replacement Rate ” has the meaning given to such term in Section 4.8(b) .

“ Second Amendment Effective Date ” means the date on which each of the conditions precedent set forth in Section 3 of that certain Second Amendment to Third Amended and Restated Senior Secured Credit Facility dated as of February 26, 2019, by

and among the Borrower, each of the Lenders party thereto, and the Agent, has been satisfied.

(b)           The below-listed definitions set forth in Section 1.1 of the Credit Agreement are each hereby amended and restated in their respective entireties as follows:

“ ArcLight ” means ArcLight Energy Partners Fund VI, L.P., a Delaware limited partnership.

“ Change of Control ” means the occurrence of any of the following:

(a)           (i) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof) (other than ArcLight or any of its direct or indirect wholly-owned Subsidiaries (other than Partners or any Subsidiary of Partners)) of Capital Stock representing more than fifty percent (50%) of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of Partners; or (ii) at any time when the majority of the seats (other than vacant seats) on the board of directors (or comparable governing body) of Partners are occupied by Persons who were neither (1) nominated by the board of directors (or comparable governing body) of Partners nor (2) appointed by directors (or comparable Persons) so nominated;

(b)           Partners shall cease to Control the Borrower or the Operating GP, or own at least 75% of the limited partner interests in the Borrower and 75% of the Capital Stock of Operating GP; or

(c)           Operating GP shall cease to own all of the general partner interests in the Borrower.

“ Indemnity Agreement ” means that certain Indemnification Agreement, dated December 31, 2007, among TransMontaigne LLC, Partners, TransMontaigne GP L.L.C., Operating GP and the Borrower.

“ London Interbank Offered Rate ” means, subject to the implementation of a Replacement Rate in accordance with Section 4.8(b) , with respect to any Eurodollar Loan for the Interest Period applicable thereto, the rate of interest per annum determined by Agent (rounded upwards, if necessary, to the nearest 1/100 of 1%) as published by the ICE Benchmark Administration Limited, a United Kingdom company, or a comparable or successor quoting service approved by the Agent, as the London interbank offered rate for deposits in Dollars at approximately 11:00 A.M. (London time) two (2) Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period (or if not so reported, then as determined by Agent from another recognized source or interbank quotation). Notwithstanding the foregoing, (x) in no event shall the London Interbank Offered Rate (including, without limitation, any Replacement Rate with respect thereto) be less than 0% and (y) unless otherwise specified in any amendment to this Agreement entered into in accordance with Section 4.8(b) , in the event that a Replacement Rate with respect to the London Interbank Offered Rate is

implemented, then all references herein to the London Interbank Offered Rate shall be deemed references to such Replacement Rate.

“ Omnibus Agreement ” means that certain Fourth Amended and Restated Omnibus Agreement among TLP Management Services LLC, Partners, the Operating GP and the Borrower, dated February 26, 2019, as the same may be further amended, restated, supplemented, or otherwise modified from time to time to the extent any such amendment, supplement or modification does not constitute a breach of Section 9.16 .

“ Partners ” means TransMontaigne Partners LLC, a Delaware limited liability company.

“ Permitted Line of Business ” means, with respect to a given Person, lines of business engaged in by such Person and its Subsidiaries such that such Person and its Subsidiaries, taken as a whole, are substantially engaged in business that constitutes, or is related to, the business of storage, processing, marketing, terminaling, and/or transportation of natural gas, natural gas liquids, oil, or products thereof or related thereto.

“ Permitted Restricted Payment ” means (a) so long as no Triggering Event has occurred, any dividend or distribution by Partners of “Available Cash” to the members of Partners, as “Available Cash” is defined and calculated in Partners’ Operating Agreement and only to the extent permitted by such operating agreement, and any corresponding dividend or distribution by the Borrower to Partners to enable it to make such dividend or distribution, (b) so long as no Triggering Event has occurred, any repurchase by Partners of its membership units, in an aggregate amount not to exceed $10,000,000 (whether pursuant to Partners’ Savings and Retention Plan, Long Term Incentive Plan or otherwise) from and after the Closing Date, (c) other Restricted Payments made to Partners that are necessary to enable Partners to pay its expenses incurred in the ordinary course of business, including payments pursuant to the Omnibus Agreement, professional expenses, directors fees, transactional expenses incurred in connection with a Permitted Acquisition, and (d) payments with respect to Subordinated Indebtedness so long as such payment is expressly permitted under the terms of the Subordination Agreement with respect to such Subordinated Indebtedness and no Default or Event of Default exists at the time of such payment or would result therefrom.

(c)           The definition of “Affiliate” in Section 1.1 of the Credit Agreement is hereby amended by deleting the text “, the General Partner”.

(d)           The definition of “General Partner” in Section 1.1 of the Credit Agreement is hereby deleted in its entirety.

(e)           The definition of “Partners’ Partnership Agreement” in Section 1.1 of the Credit Agreement is hereby deleted in its entirety.

(f)            The definition of “Permitted Indebtedness” in Section 1.1 of the Credit Agreement is hereby amended by amending and restating clause (c) thereof in its entirety as follows:

“(c)         unsecured Indebtedness owing to Parent and its Subsidiaries (other than Partners or any Subsidiary of Partners) in the form of loans and advances, provided that (i) the aggregate amount of such Indebtedness outstanding at any one time shall not exceed $10,000,000 and (ii) at the time of incurring such Indebtedness no Default or Event of Default exists or would arise therefrom;”

(g)           The definition of “Permitted Investments” in Section 1.1 of the Credit Agreement is hereby amended by amending and restating clause (e) thereof in its entirety as follows:

“(e)         Investments in (i) the Credit Parties; (ii) newly created direct or indirect Domestic Subsidiaries (other than Unrestricted Subsidiaries) of Partners, and newly created direct or indirect Foreign Subsidiaries of Partners, provided that (A) the applicable requirements of Section 7.15 are satisfied (such that, as to any Domestic Subsidiary, such Domestic Subsidiary becomes a Credit Party), and (B) the aggregate amount of Investments in Foreign Subsidiaries made after the Closing Date shall not exceed $5,000,000 at any time; and (iii) Parent and its Subsidiaries (other than Partners or any Subsidiary of Partners) in the form of loans and advances, provided that (A) the aggregate amount of such Investments outstanding at any one time shall not exceed $10,000,000 and (B) at the time of making any such Investment no Default or Event of Default exists or would arise therefrom;”

(h)           A new Section 1.3 is hereby inserted into the Credit Agreement as follows:

“1.3 Interest Rates; LIBOR Notification . The interest rate on Eurodollar Loans is determined by reference to the London Interbank Offered Rate. The London interbank offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administrator (together with any successor to the ICE Benchmark Administrator, the “ IBA ”) for purposes of the IBA setting the London interbank offered rate. As a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer be deemed an appropriate reference rate upon which to determine the interest rate on Eurodollar Loans. In light of this eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of the London interbank offered rate. In the event that the London interbank offered rate is no longer available or in certain other circumstances as set forth in Section 4.8(b)  of this Agreement, such Section 4.8(b)  provides a mechanism for determining an alternative rate of interest. The Agent will notify the Borrower, pursuant to Section 4.8 , in advance of any change to the reference rate upon which the interest rate on Eurodollar Loans is based. However, the Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the

administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “London Interbank Offered Rate” or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate, as it may or may not be adjusted pursuant to Section 4.8(b) , will be similar to, or produce the same value or economic equivalence of, the London Interbank Offered Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.”

(i)            A new Section 1.4 is hereby inserted into the Credit Agreement as follows:

“1.4        Treatment of LLC Division . Any restriction, condition or prohibition applicable to a merger, consolidation, amalgamation, assignment, sale or transfer, or similar term set forth in the Credit Documents shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability companies, including any “Division” or other process or action permitted under Section 18-217 of Title 6 of the Delaware Code, as if it were a merger, consolidation, amalgamation, assignment, sale or transfer, or similar term, as applicable. Any reference in any Credit Document to a merger, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability companies (or the unwinding of such a division or allocation), as if it were a merger, consolidation, amalgamation, assignment, sale or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person under the Credit Documents (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).”

(j)            Section 4.8 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“4.8        Inability To Determine Interest Rate .

(a)           If prior to the first day of any Interest Period, (i) the Agent shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, (ii) the Agent has received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Eurodollar Loans during such Interest Period, or (iii) the Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally available in the London interbank market, the Agent

shall give e-mail or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrower when such conditions no longer exist. If such notice is given (x) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate Loans and (z) each outstanding Eurodollar Loan shall be converted, on the last day of the then-current Interest Period thereof, to Base Rate Loans. Until such notice has been withdrawn by the Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base Rate Loans to Eurodollar Loans.

(b)           Notwithstanding anything to the contrary in Section 4.8(a)  above, if the Agent has made the determination (such determination to be conclusive absent manifest error) that (i) the circumstances described in Section 4.8(a)(i)  or (a)(iii)  have arisen and that such circumstances are unlikely to be temporary, (ii) any applicable interest rate specified herein is no longer a widely recognized benchmark rate for newly originated loans in the syndicated loan market in the applicable currency or (iii) the applicable supervisor or administrator (if any) of any applicable interest rate specified herein or any Governmental Authority having, or purporting to have, jurisdiction over the Agent has made a public statement identifying a specific date after which any applicable interest rate specified herein shall no longer be used for determining interest rates for loans in the U.S. syndicated loan market, then the Agent and the Borrower may, to the extent practicable (as determined by the Agent to be generally in accordance with similar situations in other transactions in which it is serving as administrative agent or otherwise consistent with market practice generally), establish a replacement interest rate (the “ Replacement Rate ”), in which case, the Replacement Rate shall, subject to the next two sentences, replace such applicable interest rate for all purposes under the Credit Documents unless and until (A) an event described in Section 4.8(a)(i) , (a)(iii) , (b)(i) , (b)(ii)  or (b)(iii)  occurs with respect to the Replacement Rate or (B) the Required Lenders (directly, or through the Agent) notify the Borrower that the Replacement Rate does not adequately and fairly reflect the cost to the Lenders of funding the Loans bearing interest at the Replacement Rate. In connection with the establishment and application of the Replacement Rate, this Agreement and the other Credit Documents shall be amended solely with the consent of the Agent and the Borrower, as may be necessary or appropriate, in the opinion of the Agent, to effect the provisions of this Section 4.8(b) . Notwithstanding anything to the contrary in this Agreement or the other Credit Documents (including, without limitation, Section 14.9 ), such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Agent shall not have received, within five (5) Business Days of the delivery of such amendment to the Lenders, written notices from such Lenders that in the aggregate constitute Required Lenders, with each such notice stating that such Lender objects to such amendment. To the extent the Replacement Rate is approved by the Agent and the Borrower in

connection with this clause (b), the Replacement Rate shall be applied in a manner consistent with market practice; provided that, in each case, to the extent such market practice is not administratively feasible for the Agent, such Replacement Rate shall be applied as otherwise reasonably determined by the Agent (it being understood that any such modification by the Agent shall not require the consent of, or consultation with, any of the Lenders).

(k)           A new Section 6.34 is hereby inserted into the Credit Agreement as follows:

“6.34      Beneficial Ownership . As of the Second Amendment Effective Date, the information included in the Beneficial Ownership Certification is true and correct.”

(l)            Section 7.1 of the Credit Agreement is hereby amended as follows:

(i) amending and restating subclause (e) thereof in its entirety as follows:

“(e)         as soon as practicable but, in any event, within ten (10) Business Days after the issuance thereof, to the extent not electronically filed and publicly available, copies of all regular and periodic reports which Partners may be required to file with the Securities and Exchange Commission or any similar or corresponding governmental commission, department or agency substituted therefor, or any similar or corresponding Governmental Authority;”

(ii) amending and restating subclause (h) thereof in its entirety as follows:

“(h)         with reasonable promptness, such other data, information or documentation as the Agent may reasonably request.”

(m)          A new Section 7.23 is hereby inserted into the Credit Agreement as follows:

“7.23      Beneficial Ownership . Each Credit Party agrees that if it learns of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein, it will promptly, but in any event within forty-five (45) days, notify the Agent thereof.”

(n)           Section 9.3 of the Credit Agreement is hereby amended by replacing the words “the Board of Directors of the General Partner” in clauses (e), (g) and (h) thereof with “the board of directors (or comparable governing body) of Partners”.

(o)           Section 9.8 of the Credit Agreement is hereby amended by (i) inserting the text “,” immediately following the text “fees to” in the third line thereof, and (ii) replacing the words “the Board of Directors of the General Partner” in clause (h) thereof with “the board of directors (or comparable governing body) of Partners”.

(p)           Section 9.13 of the Credit Agreement is hereby amended by (i) replacing the words “the Board of Directors of the General Partner” in clause (a) thereof with “the board of directors (or comparable governing body) of Partners”, (ii) replacing the parenthetical “(2)” in the ninth line thereof with “(b)”, and (iii) replacing the parenthetical “(3)” in the eleventh line thereof with “(c)”.

(q)           A new Section 11.5 is hereby inserted into the Credit Agreement as follows:

“11.5      Equity Cure . Notwithstanding anything to the contrary contained in Section 11.1 , for purposes of determining whether an Event of Default has occurred under any financial covenant set forth in Article VIII, any cash equity contribution (in the form of common equity or other equity having terms reasonably acceptable to the Agent) made to Partners (and immediately contributed to the Borrower as cash common equity) on or prior to the date that is 10 Business Days after the date on which financial statements are required to be delivered for such fiscal quarter (the “ Cure Expiration Date ”) will, at the request of the Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenants set forth in Article VIII at the end of such fiscal quarter and any subsequent period that includes such fiscal quarter (any such equity contribution, a “ Specified Equity Contribution ”); provided that (a) the Borrower shall not be permitted to so request that a Specified Equity Contribution be included in the calculation of Consolidated EBITDA with respect to any fiscal quarter unless, after giving effect to such requested Specified Equity Contribution, (i) in any four consecutive fiscal quarters, there shall be at least two fiscal quarters in respect of which no Specified Equity Contribution is made and (ii) no more than four Specified Equity Contributions will be made in the aggregate over the life of this Agreement, (b) the amount of any Specified Equity Contribution will be no greater than the amount required to cause the Borrower to be in compliance with the financial covenants set forth in Article VIII for the relevant fiscal quarter, and (c) all Specified Equity Contributions will be disregarded for all other purposes under the Credit Documents (including calculating Consolidated EBITDA for purposes of determining basket levels, Applicable Percentage and other items governed by reference to Consolidated EBITDA). To the extent that the proceeds of the Specified Equity Contribution are used to repay Indebtedness, such Indebtedness shall not be deemed to have been repaid for purposes of calculating any financial covenant set forth in Article VIII for the fiscal quarter in respect of which such Specified Equity Contribution is made and the next three fiscal quarters thereafter. If the Borrower has notified the Agent that it intends to exercise the cure right contemplated by this Section 11.5, and the cure right is otherwise available to the Borrower in accordance with the provisions of this Section 11.5, then until the earlier of (i) the date on which such cure right is exercised and (ii) passage of the Cure Expiration Date without the requisite Specified Equity Contribution having been made in compliance with this Section, neither the Agent nor any Lender shall exercise the right to accelerate the Loans or terminate the Commitments and none of the Agent, any Lender or any Secured Party shall exercise any right to

foreclose on or take possession of the Collateral on the basis of an Event of Default having occurred and continuing under Article VIII.”

(r)            Section 14.9 of the Credit Agreement is hereby amended by amending and restating the first sentence of the proviso immediately following clause (i) thereof in its entirety as follows:

“ provided further , that (i) no amendment, waiver or consent shall, unless in writing and signed by the Issuing Bank in addition to the Lenders required above, affect the rights or duties of the Issuing Bank under this Credit Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Loan Lender in addition to the Lenders required above, affect the rights or duties of the Swing Loan Lender under this Credit Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Lenders required above, affect the rights or duties of the Agent under this Credit Agreement or any other Credit Document; (iv) the Engagement Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (v) the consent of the Borrower shall not be required for any amendment, modification or waiver of the provisions of Article XIII (other than the provisions of Section 13.9), (vi) the Agent and the Borrower shall be permitted to amend any provision of the Credit Documents (and such amendment shall become effective without any further action or consent of any other party to any Credit Document) if the Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any such provision, and (vii) the Agent and the Borrower may, without the consent of any Lender, enter into amendments or modifications to this Agreement or any of the other Credit Documents or enter into additional Credit Documents as the Agent reasonably deems appropriate in order to implement any Replacement Rate or otherwise effectuate the terms of Section 4.8(b)  in accordance with the terms of Section 4.8(b) .”

(s)            Section 14.24 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“14.24 USA Patriot Act; Anti-Money Laundering Laws; Beneficial Ownership Regulation . The Agent and each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act or any other Anti-Corruption Laws or Anti-Money Laundering Laws or the Beneficial Ownership Regulation, each of them is required to obtain, verify and record information that identifies each Credit Party, which information includes the name and address of each Credit Party and other information that will allow such Lender to identify each Credit Party in accordance with the USA Patriot Act or such Anti-Money Laundering Laws or such Beneficial Ownership Regulation.”

(t)            A new Section 14.26 is hereby inserted into the Credit Agreement as follows:

“14.26 Certain ERISA Matters .

(a)           Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Agent, the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Credit Party, that at least one of the following is and will be true:

(i)            such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans Investors in connection with the Loans, the Letters of Credit or the Commitments;

(ii)           the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement;

(iii)          (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement; or

(iv)          such other representation, warranty and covenant as may be agreed in writing between the Agent, in its sole discretion, and such Lender.

(b)           In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y)

covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Agent, the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Credit Party, that none of the Agent, the Lead Arrangers nor any of their respective Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Agent under this Agreement, any Credit Document or any documents related hereto or thereto).”

3.             Conditions Precedent . This Agreement shall become effective only upon satisfaction of each of the following conditions precedent:

(a)           The Agent shall have received each of the following, each in form and substance reasonably satisfactory to the Agent:

(i)                                      counterparts of this Agreement duly executed by the Borrower, the Required Lenders, and the Agent;

(ii)                                   counterparts of the Consent and Reaffirmation of the Guarantors attached hereto duly executed by each of the Guarantors;

(iii)                                a duly executed loan certificate for TransMontaigne Partners LLC, dated as of the Second Amendment Effective Date, including a certificate of incumbency with respect to two or more authorized signatories of such Person, together with the following items: (A) a true, correct and complete copy of the Certificate of Formation of such Person and Partners’ Operating Agreement as in effect on the Second Amendment Effective Date, (B) a good standing certificate for such Person certified as of a recent date by the appropriate Governmental Authorities of the state or other jurisdiction of incorporation or organization and (C) a true, complete and correct copy of the resolutions of the board of directors, managers or similar governing body of such Person authorizing such Person to execute, deliver and perform this Agreement;

(iv)                               a duly executed certificate or certificates of TransMontaigne Partners LLC stating that (i) all governmental, shareholder and third party consents and approvals, if any, necessary in connection with respect to this Agreement and the transactions contemplated hereby have been obtained, (ii) no action, suit, investigation or proceeding is pending or threatened in any court or before any arbitrator or governmental instrumentality that purports to affect any Credit Party or any transaction contemplated hereby, if such action, suit, investigation or proceeding could reasonably be expected to have a Material Adverse Effect, and (iii) on the Second Amendment Effective Date, (A) no Default or Event of Default exists or will exist immediately after giving effect to the transactions contemplated hereby, (B) all representations and warranties contained herein and in the other Credit Documents are true and correct in all material respects, (C) all

documents and certificates delivered pursuant to this Section 3 are true and correct and in full force and effect as of the Second Amendment Effective Date, and (D) each of the conditions set forth in this Section 3 has been satisfied;

(v)                                  a debtor information amendment to the UCC financing statement filed against Partners in favor of the Agent and other filings for each appropriate jurisdiction as is necessary, in the Agent’s reasonable discretion, to maintain perfection of the Agent’s security interest in the Collateral; and

(vi)                               legal opinions of counsel to the Credit Parties addressed to each Lender and the Agent and dated as of the Second Amendment Effective Date in form and substance reasonably satisfactory to the Agent.

(b)           the Borrower shall have paid to the Agent all fees and expenses due and payable under the Credit Agreement (including the fees of counsel to the extent invoiced at least one Business Day prior to the Second Amendment Effective Date) and in connection with this Agreement.

(c)           the Agent and the Lenders shall have received, at least three Business Days prior to the Second Amendment Effective Date (i) all documentation and other information required by regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, including, without limitation, the USA Patriot Act, and (ii) to the extent any Credit Party qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230, a customary certification regarding beneficial ownership in relation to such Credit Party, in each case to the extent requested at least five Business Days prior to the Second Amendment Effective Date.

(d)           delivery of such documents, instruments, agreements, certificates, and information as the Agent shall have reasonably requested.

4.             Limitation; Effect of Agreement . No provision of the Credit Agreement or any other Credit Document is amended or waived in any way other than as provided herein. Except as set forth expressly hereinabove, all terms of the Credit Agreement and the other Credit Documents shall be and remain in full force and effect, and shall constitute the legal, valid, binding, and enforceable obligations of the Borrower and the other Credit Parties party thereto.

5.             No Novation or Mutual Departure . The Borrower expressly acknowledges and agrees that (i) there has not been, and this Agreement does not constitute or establish, a novation with respect to the Credit Agreement or any of the Credit Documents, or a mutual departure from the strict terms, provisions, and conditions thereof other than with respect to the amendments in Section 2 above, and (ii) nothing in this Agreement shall affect or limit the Agent’s or any Lender’s right to demand payment of liabilities owing from the Borrower or any other Credit Party to the Agent and the Lenders under, or to demand strict performance of the terms, provisions and conditions of, the Credit Agreement and the other Credit Documents, to exercise any and all rights, powers and remedies under the Credit Agreement or the other Credit

Documents or at law or in equity, or to do any and all of the foregoing, immediately at any time after the occurrence of a Default or an Event of Default under the Credit Agreement or the other Credit Documents.

6.             Ratification and Restatement . The Borrower hereby (i) restates, ratifies, and reaffirms each and every term, covenant, and condition set forth in the Credit Agreement and the other Credit Documents to which it is a party, as of the date hereof and the Second Amendment Effective Date, in each case, after giving effect hereto and (ii) 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 the Second Amendment Effective Date and with specific reference to this Agreement and any other Credit Documents executed or delivered in connection herewith (except with respect to representations and warranties made as of an expressed date, in which case such representations and warranties shall be true and correct as of such date). This Agreement constitutes a Credit Document.

7.             No Default . To induce the Agent and the Lenders to enter into this Agreement and to continue to make advances pursuant to the Credit Agreement (subject to the terms and conditions hereof), the Borrower hereby acknowledges and agrees that, as of the date hereof and the Second Amendment Effective Date, and, in each case, after giving effect to the terms hereof, there exists (i) no Default or Event of Default and (ii) no right of offset, defense, counterclaim, claim, or objection in favor of the Borrower arising out of or with respect to any of the Loans or other obligations of the Borrower owed to the Lenders under the Credit Agreement or any Credit Document.

8.             Release . In consideration of the amendments contained herein, the Borrower hereby waives and releases each of the Lenders, the Agent and the Issuing Bank from any and all claims and defenses, known or unknown as of the date hereof and as of the Second Amendment Effective Date, with respect to the Credit Agreement and the other Credit Documents and the transactions contemplated thereby.

9.             Counterparts . This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts and transmitted by facsimile to the other parties, each of which when so executed and delivered by facsimile shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument. This Agreement may be executed by each party on separate copies, which copies, when combined so as to include the signatures of all parties, shall constitute a single counterpart of this Agreement.

10.          Fax or Other Transmission . Delivery by one or more parties hereto of an executed counterpart of this Agreement via e-mail, facsimile, telecopy, or other electronic method of transmission pursuant to which the signature of such party can be seen (including, without limitation, Adobe Corporation’s Portable Document Format) shall have the same force and effect as the delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by facsimile or other electronic method of transmission shall also deliver an original executed counterpart, but the failure to do so shall not affect the validity, enforceability or binding effect of this Agreement.

11.          Section References . Section titles and references used in this Agreement shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreements among the parties hereto evidenced hereby.

12.          Recitals Incorporated Herein . The preamble and the recitals to this Agreement are hereby incorporated herein by this reference.

13.          Further Assurances . The Borrower agrees to take such further actions as the Agent shall reasonably request in connection herewith to evidence the agreements herein contained.

14.          Severability . Any provision of this Agreement which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction.

15.          Governing Law; Jury Trial; Submission to Jurisdiction . This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of New York. Sections 14.2 and 14.3 of the Credit Agreement shall apply as if set forth in full herein modified mutatis mutandis .

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by its duly authorized officer as of the day and year first above written.

[TMP - Second Amendment to Third Amended and Restated Senior Secured Credit Facility]

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[TMP - Second Amendment to Third Amended and Restated Senior Secured Credit Facility]

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[TMP - Second Amendment to Third Amended and Restated Senior Secured Credit Facility]

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CONSENT AND REAFFIRMATION

February 26, 2019

Each of the undersigned (i) acknowledges receipt of the foregoing Second Amendment to Third Amended and Restated Senior Secured Credit Facility (the “ Agreement ”), (ii) consents to the execution and delivery of the Agreement by the parties thereto, and (iii) reaffirms all of its obligations and covenants under that certain Second Amended and Restated Full Recourse Guaranty Agreement, dated as of March 13, 2017 (as amended, restated, supplemented, or otherwise modified from time to time, the “ Guaranty Agreement ”), executed by it, or later joined by it, and agrees that none of such obligations and covenants shall be limited by the execution and delivery of the Agreement.

Each of the undersigned confirms and reaffirms, as of the date hereof, (a) its guarantee of the Obligations (including, without limitation, the increase in Revolving Credit Commitments) under the Guaranty Agreement, and (b) its grant of Liens on the Collateral to secure the Obligations (including, without limitation, the Obligations with respect to the increase in Revolving Credit Commitments) pursuant to the Security Documents.

As of the date hereof, each of the undersigned hereby represents and warrants that the representations and warranties of such Credit Party set forth in the Guaranty Agreement and the Security Agreement to which such Credit Party is a party, are true and correct in all material respects.

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. Capitalized terms used in this Consent and Reaffirmation without definition shall have the respective meanings ascribed thereto in the Agreement.

[ Signature Pages Follow ]

[Signature Page to Consent and Reaffirmation — Second Amendment]

[Signature Page to Consent and Reaffirmation — Second Amendment]

Exhibit 10.2

FOURTH AMENDED AND RESTATED

OMNIBUS AGREEMENT

among

TRANSMONTAIGNE PARTNERS LLC

TRANSMONTAIGNE OPERATING GP L.L.C.

TRANSMONTAIGNE OPERATING COMPANY L.P.

and

TLP MANAGEMENT SERVICES LLC

FOURTH AMENDED AND RESTATED OMNIBUS AGREEMENT

THIS FOURTH AMENDED AND RESTATED OMNIBUS AGREEMENT (this “ Restated Agreement ”) dated as of February 26, 2019 (the “ Effective Date ”), is entered into by and among TransMontaigne Partners LLC, a Delaware limited liability company (the “ Company ”), TransMontaigne Operating GP L.L.C., a Delaware limited liability company (the “ OLP GP ”), TransMontaigne Operating Company L.P., a Delaware limited partnership (the “ Operating Partnership ”), and TLP Management Services LLC, a Delaware limited liability company (“ TLP Management Services ”). The above-named entities are sometimes referred to in this Restated Agreement each as a “ Party ” and collectively as the “ Parties .”

R E C I T A L S:

A.            TransMontaigne LLC, a Delaware limited liability company and formerly known as TransMontaigne Inc., TransMontaigne GP L.L.C., a Delaware limited liability company (the “ General Partner ”), TransMontaigne Partners L.P. (the “ Partnership ”), OLP GP and the Operating Partnership (the “ First A&R Omnibus Agreement Parties ”) have previously entered into an Amended and Restated Omnibus Agreement, dated as of December 31, 2007, but effective for all purposes as of January 1, 2008 (the “ First A&R Omnibus Agreement ”).

B.            The First A&R Omnibus Agreement Parties (and in the case of the Fourth Amendment and the Second A&R Omnibus Agreement, as defined below, Gulf TLP Holdings, LLC) have previously amended the First A&R Omnibus Agreement by execution of the First Amendment to Amended and Restated Omnibus Agreement dated as of July 16, 2013 (the “ First Amendment ”), the Second Amendment to Amended and Restated Omnibus Agreement dated as of April 14, 2015 (the “ Second Amendment ”), the Third Amendment to Amended and Restated Omnibus Agreement dated as of June 16, 2015 (the “ Third Amendment ”), the Assignment and Amendment No. 4 to Amended and Restated Omnibus Agreement dated as of February 1, 2016 (the “ Fourth Amendment ”), the Second Amended and Restated Omnibus Agreement dated as of February 22, 2016 but effective for all purposes as of February 1, 2016 (the “ Second A&R Omnibus Agreement ”), and the Third Amended and Restated Omnibus Agreement dated as of May 7, 2018 (the “ Third A&R Omnibus Agreement ,” together with the First A&R Omnibus Agreement, as amended by the First Amendment, the Second Amendment, the Third Amendment and the Fourth Amendment and the Second A&R Omnibus Agreement, collectively, the “ Prior Agreement ”).

C.            Pursuant to the Prior Agreement, TLP Management Services and its affiliates agreed to provide certain management, legal, accounting, tax, corporate staff and other support services to the Partnership from and after the effective date of the Prior Agreement, as well as provide personnel to operate certain assets.

D.            Pursuant to the Prior Agreement, effective from and after the Effective Date (as defined therein) of the Third A&R Omnibus Agreement, the Partnership Group assumed direct financial responsibility for the services provided by the TLP Management Services engineering and the environmental safety and occupational health (“ ESOH ”) personnel pursuant to which TLP Management Services is directly reimbursed for the associated costs and expenses and the

revised Administrative Fee, as set forth therein, reflects such designation, effective from and after the Effective Date (as defined therein) of the Third A&R Omnibus Agreement.

E.            On November 25, 2018, the Partnership, the General Partner, TLP Finance Holdings, LLC, Delaware limited liability company (“ TLP Finance ”), TLP Acquisition Holdings, LLC, a Delaware limited liability company (“ TLP Holdings ”), TLP Merger Sub, LLC, a Delaware limited liability company agreement, and solely for the purposes of Section 6.19 thereof, TLP Equity Holdings, LLC, a Delaware limited liability company, signed that certain Agreement and Plan of Merger, pursuant to which, among other things, TLP Finance agreed to acquire one hundred percent (100%) of the issued and outstanding Common Units that it and its affiliates do not already own (such transaction, the “ Acquisition ”). Immediately upon consummation of the Acquisition (the “ Acquisition Effective Time ”), and as a result thereof, among other things, (i) each of the Partnership’s general partner units issued and outstanding immediately prior to the Acquisition Effective Time will be converted into (a) one Common Unit, and (b) in aggregate, a non-economic general partner interest in the Partnership, (ii) each of the Partnership’s incentive distribution rights issued and outstanding immediately prior to the Acquisition Effective Time will be converted into 100 Common Units, (iii) the General Partner shall distribute its Common Units in the Partnership (the “ Transferred GP Units ”) to TLP Holdings, and TLP Holdings shall contribute the Transferred GP Units to TLP Finance, (iv) the Partnership shall convert into the Company (a Delaware limited liability company) pursuant to Section 17-219 of the Delaware Limited Partnership Act, as amended, and shall change its name to “TransMontaigne Partners LLC”, and all Common Units owned by TLP Finance shall be converted into limited liability company interests, (v) the non-economic interest in the Partnership owned by the General Partner shall be automatically cancelled and cease to exist, and the General Partner shall be merged with and into the Company, with the Company surviving the merger, and (vi) the Company shall be hundred percent (100%) owned by TLP Finance (the transactions described in the foregoing clauses (i) through (vi), collectively with the Acquisition, the “ Take-Private Transaction ”).

F.             Following the Take-Private Transaction, TLP Management Services and its affiliates agree to provide certain management, legal, accounting, tax, corporate staff and other support services to the Company from and after the effective date of this Restated Agreement, as well as provide personnel to operate certain assets, substantially on the same terms as provided for in the Prior Agreement, as further set forth herein.

G.            The Parties desire to hereby amend and restate the Prior Agreement in its entirety.

ARTICLE I

Definitions

1.1           Definitions.

As used in this Restated Agreement, the following terms shall have the respective meanings set forth below:

“ Acquisition ” is defined in Recital E.

“ Acquisition Effective Time ” is defined in Recital E.

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“ Administrative Fee ” is defined in Section 2.1(a) .

“ Applicable Period ” is defined in Section 2.1(a) .

“ Assets ” means (a) all assets owned by the Partnership Group prior to or on the Acquisition Effective Time and (b) all assets acquired or constructed by the Company Group during the Applicable Period from and after such time as the Company, on behalf of the Company Group and TLP Management Services establish a revised Administrative Fee in accordance with Section 2.1(a)  hereof and, if applicable, a revised Insurance Reimbursement in accordance with Section 2.1(c)  hereof.

“ Common Units ” means, prior to the Acquisition Effective Time, the issued and outstanding common units representing limited partner interests in the Partnership.

“ Company ” is defined in the introductory paragraph of this Restated Agreement.

“ Company Group ” means, from and after the Acquisition Effective Time, the Company, OLP GP, the Operating Partnership and any of their respective Subsidiaries, treated as a single consolidated entity.

“ Company Group Member ” means any Person of the Company Group.

“ control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise.

“ Effective Date ” is defined in introductory paragraph of this Restated Agreement.

“ESOH” is defined in Recital D.

“ First A&R Omnibus Agreement ” is defined in Recital A.

“ First A&R Omnibus Agreement Parties ” is defined in Recital A.

“ First Amendment ” is defined in Recital B.

“ Fourth Amendment ” is defined in Recital B.

“ General Partner ” is defined in Recital A.

“ Insurance Reimbursement ” is defined in Section 2.1(c) .

“ OLP GP ” is defined in the introductory paragraph of this Restated Agreement.

“ On-Site Employees ” is defined in Section 3.1(a) .

“ Operating Agreement ” means that certain Limited Liability Company Agreement of the Company, dated as of February 26, 2019.

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“ Operating Partnership ” is defined in the introductory paragraph of this Restated Agreement.

“ Partnership ” is defined in Recital A.

“ Partnership Entities ” means, prior to the Acquisition Effective Time, the General Partner and each Person of the Partnership Group; and “ Partnership Entity ” means any of the Partnership Entities.

“ Partnership Group ” means, prior to the Acquisition Effective Time, the Partnership, OLP GP, the Operating Partnership and any of their respective Subsidiaries, treated as a single consolidated entity.

“ Party ” and “ Parties ” are defined in the introductory paragraph of this Restated Agreement.

“ Person ” means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

“ Pike Entities ” means Pike Petroleum Holdings, LLC, and any Person controlled, directly or indirectly, by Pike Petroleum Holdings, LLC other than the Partnership Entities; and “ Pike Entity ” means any of the Pike Entities.

“ Plan ” is defined in Section 2.1(b) .

“ Prior Agreement ” is defined in Recital B.

“ Restated Agreement ” is defined in the introductory paragraph hereof.

“ Second A&R Omnibus Agreement ” is defined in Recital B.

“ Second Amendment ” is defined in Recital B.

“ Services ” is defined in Section 2.1(a) .

“ Subsidiary ” means, with respect to any Person, (a) a corporation of which more than fifty percent (50%) of the voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors or other governing body of such corporation is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person or a combination thereof, (b) a partnership (whether general or limited) in which such Person or a Subsidiary of such Person is, at the date of determination, a general or limited partner of such partnership, but only if more than fifty percent (50%) of the partnership interests of such partnership (considering all of the partnership interests of the partnership as a single class) is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person, or a combination thereof, or (c) any other Person (other than a corporation or a partnership) in which such Person, one or more Subsidiaries of such Person, or a combination thereof, directly or indirectly, at the date of

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determination, has (i) at least a majority ownership interest or (ii) the power to elect or direct the election of a majority of the directors or other governing body of such Person.

“ Take-Private Transaction ” is defined in Recital E.

“ Third A&R Omnibus Agreement ” is defined in Recital B.

“ Third Amendment ” is defined in Recital B.

“ TLP Finance ” is defined in Recital E.

“ TLP Holdings ” is defined in Recital E.

“ TLP Management Services ” is defined in the introductory paragraph of this Restated Agreement.

“ Transferred GP Units ” is defined in Recital E.

ARTICLE II

Services

2.1           General.

(a)           During the period commencing on the Effective Date and terminating on the earlier to occur of the Pike Entities ceasing to indirectly control the Company or, at the election of either the Company or TLP Management Services following prior written notice to the other Parties at least two (2) years prior to the effective date of such termination (the “ Applicable Period ”), the Company shall pay TLP Management Services an administrative fee (the “ Administrative Fee ”) of $8,384,440 (as adjusted, if necessary, pursuant to this Section 2.1(a) ) per year, payable in arrears in equal monthly installments on the third (3 rd ) business day of each month, beginning in March 2019, for the provision by TLP Management Services for the Company Group’s benefit of certain management, legal, accounting, tax, corporate staff and other support services during the Applicable Period (the “ Services ”). The Services will be substantially identical in nature and quality to the services of such type previously provided pursuant to the Prior Agreement (with the Company Group replacing the Partnership Group). During the Applicable Period, the Company Group will satisfy all of its needs for such Services through TLP Management Services. TLP Management Services may increase the Administrative Fee each calendar year effective commencing on January 1, 2019 by an amount up to the product of the then-current Administrative Fee multiplied by an amount equal to (x) the percentage increase, if any, from the immediately preceding year in the Consumer Price Index - All Urban Consumers, U.S. City Average, Not Seasonally Adjusted, plus (y) two (2) percent. If the Company or any other Company Group Member acquires or constructs additional assets during the Applicable Period, then TLP Management Services may propose a revised Administrative Fee. If the Company, on behalf of the Company Group, agrees to such revised Administrative Fee, then TLP Management Services shall provide Services for the additional assets pursuant to the terms set forth herein. Notwithstanding the foregoing, the Services shall not include any services that are outsourced by TLP Management Services to third Persons.

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(b)           During the Applicable Period, the Company shall approve the annual awards granted under the Amended and Restated TLP Management Services LLC Savings and Retention Plan or any similar successor plan (the “ Plan ”) to employees performing Services to or for the benefit of the Company Group. The aggregate amount of such awards shall be no less than $1.5 million per year. As awards are payable in accordance with the vesting and payment schedule provided in the Plan, the Company will pay the awards in cash or such other consideration as determined by TLP Management Services, as the Plan administrator pursuant to the terms of the Plan and any annual award granted thereunder. Payments under the Plan may be made to TLP Management Services LLC, as the Plan administrator, for the benefit of the plan participants or, alternatively, directly to the plan participants.

(c)           During the Applicable Period, if TLP Management Services procures insurance with respect to the Company Group, the Assets or operations thereof, then the Company shall pay TLP Management Services or any applicable affiliate of TLP Management Services an insurance reimbursement (the “ Insurance Reimbursement ”) equal to the amount of any premiums and fees payable under the applicable insurance policies. If at any time TLP Management Services proposes to renew or replace any insurance policy with respect to which any Company Group Member currently has procured insurance, then TLP Management Services shall propose the procurement of such insurance policy to the Company, and such insurance policy shall be procured by TLP Management Services or an affiliate thereof, subject to the reasonable approval of the Company, on behalf of the Company Group. TLP Management Services may increase the Insurance Reimbursement at any time in accordance with increases in the premiums or fees payable under the applicable insurance policies. Notwithstanding the foregoing, at any time during the Applicable Period, the Company may procure insurance, and pay the amount of any premiums and fees payable in connection therewith, directly for and on behalf of itself, the Company Group and the Assets or operations thereof.

(i)            If, during any calendar year, any Company Group Member proposes to increase the insurance coverage of any such Company Group Member or the Assets thereof such that the increase, together with any other increases in such calendar year, would result in the aggregate premiums and fees of the Company Group (on an annualized basis) being greater than the amount presented to the board of directors of TLP Finance (or similar governing body) with respect to such calendar year in the annual budget for the procurement of insurance by at least ten percent (10%), such Company Group Member shall, fifteen (15) days prior to the procurement of such insurance, propose to TLP Management Services in writing either (1) a plan to procure an insurance policy, in which case TLP Management Services may accept or reject such plan or propose to procure such insurance coverage or (2) that a Pike Entity procure such insurance coverage. If a Pike Entity procures insurance coverage, then such coverage shall be subject to the approval of the Company, on behalf of the Company Group and, upon approval by the Company, the Insurance Reimbursement shall be increased by the amount of any premiums and fees under such insurance policy.

(d)           On each anniversary of the Effective Date during the Applicable Period, the Company will have the right to submit to TLP Management Services a proposal to reduce the amount of the Administrative Fee for that year if the Company believes, in good faith, that the Services performed by TLP Management Services for the year in question do not justify payment

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of the full Administrative Fee for that year. If the Company submits such a proposal to TLP Management Services, then TLP Management Services agrees that it will negotiate in good faith with the Company to determine if the Administrative Fee for that year should be reduced and, if so, by how much.

(e)           At any time during the Applicable Period and following the approval of TLP Finance’s board of directors, the Company Group may elect to assume direct financial responsibility for each of the employees within a particular business unit who perform certain identified management, professional, administrative or support Services on behalf of the Company Group, including all costs and expenses, salary, bonus, benefits, taxes and assessments associated with all personnel dedicated to the Service. Following such election, the personnel performing such Services for the Company Group will be deemed for all purposes hereof to be “ On-Site Employees ” (as defined in Section 2.1(h)(i)) for the remainder of the Applicable Period and TLP Management Services shall be directly reimbursed for the associated costs and expenses for the personnel performing such Services in accordance with Section 3.1(b) hereof and the Administrative Fee will be reduced by an equal amount. The Parties acknowledge and agree that from and after the Effective Date (as defined therein) of the Third A&R Omnibus Agreement, the Company Group assumed direct financial responsibility for that portion of the Services that are provided by the engineering and the ESOH personnel (which personnel are hereby designated as On-Site Employees). Pursuant thereto, TLP Management Services shall be directly reimbursed for the associated costs and expenses for the engineering and the ESOH personnel in accordance with Section 3.1(b) hereof and the Parties hereby agree that the Administrative Fee set forth in Section 2.1(a) above reflects such designation.

(f)            Following the expiration of the Applicable Period, the Company will determine the amount of Services expenses and insurance premium expenses that are properly allocable to the Company Group, if any, in accordance with the terms of the Operating Agreement (and otherwise in its reasonable discretion).

(g)           Employees of TLP Management Services performing Services to or for the benefit of the Company Group during the Applicable Period shall work solely under the direction, supervision, management and control of the Company with respect to the time spent in providing such Services; however, at all times such employees shall remain employees of TLP Management Services. For the avoidance of doubt, during the Applicable Period in which employees of the TLP Management Services are performing Services to or for the benefit of the Company Group, the Company Group shall be ultimately and fully responsible for the daily work assignments of such employees, including supervision of their day-to-day work activities, training schedules and performance consistent with the purposes stated in Section 2.1(a) .

(h)           The Administrative Fee shall not include and the Company Group shall reimburse TLP Management Services for:

(i)            wages and salaries of employees of TLP Management Services, to the extent, but only to the extent, such employees perform Services for the Company Group on-site at any Asset (the “ On-Site Employees ”);

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(ii)           the cost of employee benefits relating to On-Site Employees, such as 401(k), pension, and health insurance benefits;

(iii)          out-of-pocket costs and expenses incurred by TLP Management Services on behalf of the Company Group, including the incremental general and administrative expenses of the Company’s status as a public company (including, for avoidance of doubt, after the Take-Private Transaction), such as K-1 preparation, external audit, internal audit, transfer agent and registrar, legal, printing, unitholder reports, and other costs and expenses;

(iv)          all sales, use, excise, value added or similar taxes, other than taxes measured by income, if any, that may be applicable from time to time in respect of the Services; and

(v)           any services (including with respect to the forgoing clauses (i)-(iv)) that are outsourced by TLP Management Services to third Person with the concurrence of the Company.

ARTICLE III

3.1           Operational Services. During the Applicable Period:

(a)           TLP Management Services, acting on behalf of the Company, shall make available such employees as may reasonably be required for the conduct by the Company Group of its operations, including the employees described in Section 2.1(h)(i)  and 2.1(h)(ii)  with respect to Services for the Company Group performed on-site at any Asset.

(b)           With respect to the On-Site Employees, TLP Management Services shall be reimbursed on a biweekly basis for (a) all direct and indirect expenses incurred, or payments made, on behalf of the Company Group (including salary, bonus, incentive compensation and all other amounts paid to any persons who assist in the conduct of the Company Group operations) and (b) all other necessary or appropriate expenses allocable to the Company Group (including expenses allocated to TLP Management Services by any of their respective affiliates). TLP Management Services shall determine the expenses that are allocable to the Company Group in any reasonable manner determined by TLP Management Services in its sole discretion.

(c)           On-Site Employees performing services described in Section 3.1(a)  to or for the benefit of the Company Group during the Applicable Period shall work solely under the direction, supervision, management and control of the Company with respect to the time spent in providing such services; however, at all times such On-Site Employees shall remain employees of TLP Management Services. For the avoidance of doubt, during the Applicable Period in which On-Site Employees of TLP Management Services are performing services to or for the benefit of the Company Group, the Company Group shall be ultimately and fully responsible for the daily work assignments of such On-Site Employees, including supervision of their day-to-day work activities, training schedules and performance consistent with the purposes stated in Section 3.1(a) .

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ARTICLE IV

Miscellaneous

4.1           Choice of Law; Jurisdiction.

(a)           This Restated Agreement shall be governed by and construed in accordance with the law of the State of Delaware, without regard to the conflicts of law rules of such state.

(b)           The Parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Restated Agreement or the transactions contemplated hereby shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), and that any cause of action arising out of this Restated Agreement shall be deemed to have arisen from a transaction of business in the State of Delaware, and each of the Parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each Party agrees that service of process on such Party as provided in Section 4.2 shall be deemed effective service of process on such Party.

4.2           Notice . All notices or requests or consents provided for by, or permitted to be given pursuant to, this Restated Agreement must be in writing and must be given by depositing same in the United States mail, addressed to the Person to be notified, postpaid, and registered or certified with return receipt requested or by delivering such notice in person or by telecopier or telegram to such Party. Notice given by personal delivery or mail shall be effective upon actual receipt. Notice given by telegram or telecopier shall be effective upon actual receipt if received during the recipient’s normal business hours or at the beginning of the recipient’s next business day after receipt if not received during the recipient’s normal business hours. All notices to be sent to a Party pursuant to this Restated Agreement shall be sent to or made at the address set forth below such Party’s signature to this Restated Agreement or at such other address as such Party may stipulate to the other Parties in the manner provided in this Section 4.2 .

if to any Person of the Company Group:

TransMontaigne Partners LLC

1670 Broadway

Suite 3100

Denver, Colorado 80202

Attention: Chief Executive Officer

Fax: 303-626-8228

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if to TLP Management Services:

TLP Management Services LLC

c/o ArcLight Capital Partners, LLC

200 Clarendon Street, 55th Floor

Attention: General Counsel

Fax: 617-867-4698

E-mail: tburke@arclightcapital.com

4.3           Entire Agreement . This Restated Agreement constitutes the entire agreement of the Parties relating to the matters contained herein, superseding all prior contracts or agreements, whether oral or written, relating to the matters contained herein.

4.4           Termination . Notwithstanding any other provision of this Restated Agreement to the contrary, if the Pike Entities cease to directly or indirectly control the Company, then this Restated Agreement may immediately thereupon be terminated by an appropriate Pike Entity that remains controlled, directly or indirectly, by ArcLight Energy Partners Fund VI, L.P. or its affiliates.

4.5           Amendment or Modification . This Restated Agreement may be amended or modified from time to time only by the written agreement of all the Parties hereto Each such instrument shall be reduced to writing and shall be designated on its face an “Amendment” or an “Addendum” to this Restated Agreement.

4.6           Assignment . No Party shall have the right to assign any of its rights or obligations under this Restated Agreement without the consent of the other Parties hereto.

4.7           Counterparts . This Restated Agreement may be executed in any number of counterparts with the same effect as if all Parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.

4.8           Severability . If any provision of this Restated Agreement shall be held invalid or unenforceable by a court or regulatory body of competent jurisdiction, then the remainder of this Restated Agreement shall remain in full force and effect.

4.9           Further Assurances . In connection with this Restated Agreement and all transactions contemplated by this Restated Agreement, each Party hereto agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Restated Agreement and all such transactions.

4.10         Representations and Warranties . Each Party represents and warrants that this Restated Agreement has been duly authorized, executed and delivered by it and that this Restated Agreement constitutes its legal, valid, binding and enforceable obligation, enforceable against it in accordance with its terms, except to the extent such enforceability may be limited by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity.

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4.11         No Third Party Beneficiaries . The provisions of this Restated Agreement are enforceable solely by the Parties to this Restated Agreement, and no third Person shall have the right, separate and apart from the Company, to enforce any provision of this Restated Agreement or to compel any Party to this Restated Agreement to comply with the terms of this Restated Agreement.

4.12         Waiver of Jury Trial . Each Party hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any proceedings relating to this Restated Agreement.

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IN WITNESS WHEREOF, the Parties have executed this Restated Agreement effective as of the date first written above.

Fourth Amended and Restated Omnibus Agreement