8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  September 1, 2006

TRANSMONTAIGNE INC.

(Exact name of registrant as specified in its charter)

Delaware	001-11763	06-1052062
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

1670 Broadway, Suite 3100, Denver, CO  80202

(Address of principal executive offices)

Registrant’s telephone number, including area code: 303-626-8200

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.  below):

o  Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

INTRODUCTORY NOTE

As discussed herein, on September 1, 2006, TransMontainge Inc. (“TransMontaigne”) completed its merger with a subsidiary of Morgan Stanley Capital Group Inc.As a result of the merger, TransMontaigne became a wholly owned subsidiary of Morgan Stanley Capital Group, ceased to be publicly traded and, accordingly, will no longer be listed on the New York Stock Exchange.  Although we are no longer publicly traded, the de-registration of our stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) will not become effective for a period of up to 10 days and we will continue to be subject to the reporting requirements of the Exchange Act, until we file a Form 15 with Securities and Exchange Commission, which we expect will occur in the immediate future.

Item 1.01.  Entry Into a Material Definitive Agreement

Working Capital Credit Facility

On September 1, 2006, TransMontaigne Inc. entered into a new $400 million Senior Secured Working Capital Credit Facility (the “Working Capital Credit Facility”), dated as of September 1, 2006, by and among TransMontaigne, Morgan Stanley Senior Funding, Inc., as co-lead arranger, the sole book-runner and the syndication agent, Wachovia Capital Markets, LLC, as a co-lead arranger, Wachovia Bank, National Association, as administrative agent and collateral agent (the “Agent”), and a syndicate of banks and other institutional lenders.  TransMontaigne’s operating subsidiaries, excluding TransMontaigne Partners, L.P. and its subsidiaries and the general partner of TransMontaigne Partners (the “Guarantors”), have guaranteed the obligations of TransMontaigne under the Working Capital Credit Facility.  The Working Capital Credit Facility replaces TransMontaigne’s existing $400 million senior working capital credit facility.  As with TransMontaigne’s former credit facility, the Working Capital Credit Facility is expected to be TransMontaigne’s primary means of short-term liquidity to finance working capital requirements.  The initial fundings under the Working Capital Credit Facility were $200 million and the initial outstanding letters of credit had a face amount of $21 million.

The Working Capital Credit Facility provides for a maximum borrowing line of credit equal to the lesser of (i) $400 million and (ii) a borrowing base, which is a function of, among other things, TransMontaigne’s and the Guarantors’ cash, accounts receivable, refined petroleum product inventory, exchanges, margin deposits and open positions of derivative contracts, subject to reduction for certain reserves.  TransMontaigne has the option of requesting an increase in the aggregate commitment amount by an aggregate amount not exceeding $100 million; however, no lender is obligated to provide any additional amounts requested by TransMontaigne.  TransMontaigne may elect to have revolving loans under the Working Capital Credit Facility bear interest either (1) at a rate of LIBOR plus a margin ranging from 1.25% to 1.75% depending on the excess of the borrowing base over the amount of borrowings outstanding, or (2) at a base rate equal to the greater of (a) the federal funds rate plus 0.5% or (b) the prime rate.  In addition, TransMontaigne will pay a commitment fee ranging from 0.25% to 0.35% per annum on the total amount of the unused commitments.  The principal balance of loans and any accrued and unpaid interest will be due and payable in full on the maturity date, September 1, 2011, or the date on which all of the lenders’ commitments are terminated, if earlier.  In addition, upon the occurrence of certain events of default, and subject to the passage of time or cure periods under certain circumstances, the lenders may accelerate and declare all or a portion of the obligations under the Working Capital Credit Facility to be immediately due and payable.

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The Working Capital Credit Facility contains affirmative and negative covenants that are customary for a facility of this nature.  The Working Capital Credit Facility also contains customary representations and warranties and customary events of default. The Working Capital Credit Facility contains a financial covenant that, in the event the fixed charge coverage ratio falls below 110%, then TransMontaigne will maintain an average excess borrowing base availability of not less than $50 million; otherwise TransMontaigne has agreed to maintain an excess borrowing base availability of at least $20 million at all times.

TransMontaigne and the Guarantors have also executed and delivered certain other related agreements and documents pursuant to the Working Capital Credit Facility, including a security agreement, guarantee agreement and a pledge agreement.  The obligations of TransMontaigne and the Guarantors under the Working Capital Credit Facility are secured by a first priority security interest in favor of the Agent for the benefit of the lenders, in TransMontaigne’s and such Guarantors’ cash, accounts receivable and refined petroleum product inventory.

Term Loan Agreement

On September 1, 2006, TransMontaigne Inc. entered into a $165 million Term Loan Agreement (the “Term Loan Agreement”), by and among TransMontaigne, the Guarantors and Morgan Stanley Capital Group Inc., as lender and agent, pursuant to which Morgan Stanley Capital Group Inc. loaned TransMontaigne $165 million.  The proceeds under the Term Loan Agreement will be used to pay the consideration for the merger (as described in Item 2.01 below), to refinance existing indebtedness of TransMontaigne and its subsidiaries, including the purchase of the Notes (as described in Item 2.03 below) and to pay costs and expenses related to the foregoing.

TransMontaigne may elect to have loans under the Term Loan Agreement bear interest either (1) at a rate of LIBOR plus 4.00%, or (2) at a base rate equal to the greater of (a) the federal funds rate plus 0.5% and (b) the prime rate, in either case, plus 3.00%. Interest on loans under the Term Loan Agreement will be due and payable periodically, based on the applicable interest rate and related interest period.  The principal balance of loans and any accrued and unpaid interest will be due and payable in full on the maturity date, March 1, 2012, or the date on which all of the lenders’ commitments are terminated, if earlier.  In addition, upon the occurrence of certain events of default, and subject to the passage of time or cure periods under certain circumstances, the lenders may accelerate and declare all or a portion of the obligations under the Term Loan Agreement to be immediately due and payable.

TransMontaigne’s obligations under the Term Loan Agreement are unsecured, and are guaranteed by the Guarantors.

Other

As previously disclosed, we have entered into change-of-control agreements each of our executive officers.  To provide our executives with an incentive to continue with the surviving corporation and to promote an orderly transition, we offered each of our executives (other than Donald H. Anderson, who resigned as President and Chief Executive Officer of TransMontaigne) the opportunity to enter into a letter agreement amending his change-of-control agreement to add a “stay bonus” feature, which each of our executive officers accepted. Under the terms of the stay bonus letter, if the executive officer (1) remains employed by TransMontaigne for at least one year following completion of the merger (referred to

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as the “stay period”), (2) is terminated by TransMontaigne for any reason other than cause before the end of the stay period, or (3) resigns from TransMontaigne for good reason before the end of the stay period, then the executive would be entitled to receive the severance payments and related termination benefits that would have been paid upon a termination giving rise to severance benefits under the change-of-control agreements.  In the event the executive is paid the stay bonus, the executive would not thereafter be entitled to receive any additional severance payments under the agreement for any reason.

Item 2.01.  Completion of Acquisition or Disposition of Assets.

On August 31, 2006, stockholders owning approximately 99% of the shares of our common stock present in person or by proxy at the special meeting, which represented approximately 69% of the shares entitled to vote, voted in favor of the agreement and plan of merger, dated as of June 22, 2006, among TransMontaigne, Buffalo Merger Sub Inc. (“Merger Co”), and Morgan Stanley Capital Group Inc., the parent of Merger Co.

On September 1, 2006, we consummated the merger, and Merger Co merged with and into TransMontaigne, with TransMontaigne continuing as the surviving corporation.  At the effective time of the merger, all of our outstanding shares of common stock were converted into the right to receive $11.35 per share in cash, without interest.  Each outstanding option to purchase TransMontaigne common stock was cancelled in exchange for the right to receive, for each share of common stock issuable upon exercise of such option, cash in the amount of the excess, if any, of $11.35 over the exercise price per share of such option.  The aggregate equity consideration payable as a result of the merger was approximately $632 million.

As a result of the acquisition, TransMontaigne became a wholly owned subsidiary of Morgan Stanley Capital Group Inc., ceased to be publicly traded and, accordingly, will no longer be listed on the New York Stock Exchange as discussed under Item 3.01 below.

Item 2.03.  Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.

On September 1, 2006, TransMontaigne accepted for payment $199,990,000 of its $200 million 9-1/8% Senior Subordinated Notes due 2010 (CUSIP No. 893934AB5 and ISIN US893934AB55) (the “Notes”), that had been tendered but not withdrawn pursuant to its Offer to Purchase and Consent Solicitation Statement dated July 24, 2006 (the “Offer to Purchase”), which offer expired at 10:00 a.m., New York City time, on September 1, 2006.  The settlement date for the offer is expected to be September 7, 2006.  On the settlement date, TransMontaigne will pay $1,068.46 per $1,000 principal amount for the Notes tendered on or prior to the consent date, and $1,038.46 per $1,000 principal amount for the Notes tendered after the consent date and on or prior to the expiration date, in each case, plus accrued interest.  The aggregate consideration payable for all Notes is approximately $218.5 million, including accrued interest.

On September 1, 2006, the third supplemental indenture, dated August 4, 2006, to the indenture for the Notes became operative.  The third supplemental indenture eliminated substantially all restrictive covenants and certain events of default provisions in the indenture.  This description of the terms of the third supplemental indenture is qualified in its entirety by the terms of the third supplemental indenture, which is filed as exhibit 4.1 to this report and incorporated herein by this reference.

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Item 3.01.  Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

In connection with the closing of the Merger, we notified the New York Stock Exchange (the “NYSE”) on September 1, 2006, that each publicly-held share of our common stock was exchanged for cash, with the result that the public would cease to hold any equity interest in TransMontaigne.  In turn, the NYSE notified the Securities and Exchange Commission of its intention to delist our common stock on September 1, 2006, which delisting is scheduled to become effective no later than September 11, 2006.

Item 3.03.  Material Modification to Rights of Security Holders.

The information set forth in Items 2.01 and 5.03 of this report is incorporated by reference into this Item 3.03.

Item 5.01.  Changes In Control of Registrant.

The information set forth in Item 2.01 of this report is incorporated by reference into this Item 5.01.

Item 5.02.              Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

In connection with the Merger, each of Cortlandt S. Dietler, Donald H. Anderson, John A. Hill, Bryan H. Lawrence, Harold R. Logan, Jr., Edwin H. Morgens, Walter P. Schuetze and Wayne P. Murdy voluntarily resigned from the board of directors of TransMontaigne on September 1, 2006 and the directors of Merger Co became the new directors of TransMontaigne upon the filing of the certificate of merger. The board of directors of TransMontaigne is now comprised of the following:  Donald H. Anderson, Randall J. Larson, William S. Dickey, John A. Shapiro, Olav N. Refvik, Javed Ahmed and Robert P. Kinney.

The officers of TransMontaigne continued in office as officers of TransMontaigne following the merger with the following exceptions:  Randall J. Larson replaced Donald H. Anderson as the President and Donald H. Anderson replaced Cortlandt S. Dietler as Chairman of the Board.  Mr. Larson also continues to serve as our Chief Financial Officer.

Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Upon filing the certificate of merger, TransMontaigne’s existing restated certificate of incorporation and by-laws were amended and restated in their entirety.  Under our new amended and restated certificate of incorporation, we are authorized to issue up to 152 million shares of capital stock, of which 150 million shares are comprised of common stock and 2 million shares are comprised of undesignated preferred stock.  The new by-laws were amended and restated to reflect the fact that we are no longer a publicly held company and, accordingly, certain provisions of our by-laws are no longer applicable.  The information contained in this Item 5.03 is qualified in its entirety by the terms of our ameneded and restated certificate of incorporation and by-laws, which are filed as exhibits 3.1 and 3.2 to this report, respectively, and incorporated herein by reference.

Item 8.01. Other Events.

On September 1, 2006, TransMontaigne issued a press release disclosing certain of the events set forth in Items 1.01, 2.01 and 2.03 of this report. The information contained in this Item 8.01 is qualified in its entirety by the press release, which is filed as exhibit 99.1 to this report and incorporated herein by reference.

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Item 9.01.  Financial Statements, Pro Forma Financial Information and Exhibits.

(d)           Exhibits.

Exhibit No.	Description of Exhibit
2.1	Certificate of Merger of TransMontaigne Inc., dated September 1, 2006, merging Buffalo Merger Sub Inc. with and into TransMontaigne Inc.
3.1	Amended and Restated Certificate of Incorporation of TransMontaigne Inc. (included as Exhibit A to Exhibit 2.1 of this report).
3.2	Amended and Restated Bylaws of TransMontaigne Inc.
4.1	Third Supplemental Indenture dated August 4, 2006, which became operative on September 1, 2006, to the Indenture dated as of May 30, 2003 among TransMontaigne Inc., the Guarantors party thereto, Wells Fargo Bank, National Association, as Trustee with respect to 9 1/8% Series B Senior Subordinated Notes Due 2010
99.1	TransMontaigne Inc. press release, dated September 1, 2006.

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SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TRANSMONTAIGNE INC.
Date: September 1, 2006	By:	/s/ RANDALL J. LARSON
		Randall J. Larson
		President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description
2.1	Certificate of Merger of TransMontaigne Inc., dated September 1, 2006, merging Buffalo Merger Sub Inc. with and into TransMontaigne Inc.
3.1	Amended and Restated Certificate of Incorporation of TransMontaigne Inc. (included as Exhibit A to Exhibit 2.1 of this report).
3.2	Amended and Restated Bylaws of TransMontaigne Inc.
4.1	Third Supplemental Indenture dated August 4, 2006, which became operative on September 1, 2006, to the Indenture dated as of May 30, 2003 among TransMontaigne Inc., the Guarantors party thereto, Wells Fargo Bank, National Association, as Trustee with respect to 9 1/8% Series B Senior Subordinated Notes Due 2010
99.1	TransMontaigne Inc. press release, dated September 1, 2006.

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EX-2.1

Exhibit 2.1

CERTIFICATE OF MERGER

OF

BUFFALO MERGER SUB INC.

WITH AND INTO

TRANSMONTAIGNE INC.

(Under Section 251 of the General
Corporation Law of the State of Delaware)

TransMontaigne Inc., a Delaware corporation, hereby certifies that:

1.             The name and state of incorporation of each of the constituent corporations are as follows:

(a)           Buffalo Merger Sub Inc., a Delaware corporation (“Merger Co”); and

(b)           TransMontaigne Inc., a Delaware corporation (the “Company”).

2.             The Agreement and Plan of Merger (the “Agreement and Plan of Merger”), dated as of June 22, 2006, by and among the Company, Morgan Stanley Capital Group Inc., and Merger Co, setting forth the terms and conditions of the merger of Merger Co with and into the Company, has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with Section 251 of the General Corporation Law of the State of Delaware.

3.             The name of the surviving corporation is TransMontaigne Inc. (the “Surviving Corporation”).

4.             At the effective time of the merger herein certified, the Restated Certificate of Incorporation of the Company, as in effect immediately prior to the merger shall be amended so as to read in its entirety as set forth in Exhibit A hereto and, as so amended, shall be the Restated Certificate of Incorporation of the Surviving Corporation.

5.             The executed Agreement and Plan of Merger is on file at the principal place of business of the Surviving Corporation located at 1670 Broadway, Suite 3100, Denver, Colorado 80202.

6.             A copy of the Agreement and Plan of Merger will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of any constituent corporation.

IN WITNESS WHEREOF, TransMontaigne Inc. has caused this certificate to be signed as of this 1st day of September, 2006.

TRANSMONTAIGNE INC.
By:	/s/ Randall J. Larson
	Name:	Randall J. Larson
	Office:	Executive Vice President, Chief
	Financial Officer and Chief Accounting Officer

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EXHIBIT A

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
TRANSMONTAIGNE INC.

ARTICLE I

The name of the corporation (which is hereinafter referred to as the “Corporation”) is:

TRANSMONTAIGNE INC.

ARTICLE II

The address of the Corporation’s registered office in the State of Delaware is c/o The Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle, State of Delaware 19801.  The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

ARTICLE III

The purpose of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized and incorporated under the General Corporation Law of the State of Delaware.

ARTICLE IV

Section 1.       The Corporation shall be authorized to issue 152,000,000 shares of capital stock, of which 150,000,000 shares shall be shares of Common Stock, $0.01 par value

(“Common Stock”) and 2,000,000 shares shall be preferred stock, $0.01 par value (“Preferred Stock”).

Section 2.       Except for and subject to those powers, preferences and rights, if any, expressly granted to the holders of the Preferred Stock, or as otherwise provided by law, the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes.  Each share of Common Stock shall have one vote, and the Common Stock shall vote together as a single class.

Section 3.       The board of directors of the corporation is authorized, subject to limitations prescribed by law, to provide by resolution or resolutions for the issuance of the shares of Preferred Stock as a class or in series, and, by filing a certificate of designations, pursuant to the Delaware General Corporation Law, setting forth a copy of such resolution or resolutions, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of the class or of each such series and the qualifications, limitations, and restrictions thereof.

ARTICLE V

Unless and except to the extent that the By-Laws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.

ARTICLE VI

In furtherance and not in limitation of the powers conferred by law, the Board of Directors of the Corporation (the “Board”) is expressly authorized and empowered to make, alter and repeal the By-Laws of the Corporation by a majority vote at any regular or special meeting

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of the Board or by written consent, subject to the power of the stockholders of the Corporation to alter or repeal any By-Laws made by the Board.

ARTICLE VII

The Corporation reserves the right at any time from time to time to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation, and any other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Amended and Restated Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article.

ARTICLE VIII

Section 1.       Elimination of Certain Liability of Directors.  A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended.

Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to such repeal or modification.

Section 2.       Indemnification and Insurance.

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(a)   Right to Indemnification.  Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, to the fullest extent permitted by law, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in paragraph (b) hereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board.  The right to indemnification conferred in this Section shall be a contract right and shall include the right to be

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paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section or otherwise.  The Corporation may, by action of the Board, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

(b)   Right of Claimant to Bring Suit.  If a claim under paragraph (a) of this Section is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim.  It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation.  Neither the failure of the Corporation (including its Board, independent legal counsel, or its stockholders) to have made a

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determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its Board, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

(c)   Non-Exclusivity of Rights.  The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, By-law, agreement, vote of stockholders or disinterested directors or otherwise.

(d)   Insurance.  The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware.

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EX-3.2

Exhibit 3.2

AMENDED AND RESTATED BY-LAWS
OF
TRANSMONTAIGNE INC.

ARTICLE I

OFFICES

SECTION 1.01       REGISTERED OFFICE -- The registered office of Buffalo Merger Sub Inc. (the “Corporation”) shall be established and maintained at the office of The Corporation Trust Company, The Corporation Trust Center, 1209 Orange Street Wilmington, County of New Castle, Delaware 19801, and The Corporation Trust Company shall be the registered agent of the Corporation in charge thereof.

SECTION 1.02       OTHER OFFICES -- The Corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may from time to time select or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 2.01       ANNUAL MEETINGS -- Annual meetings of stockholders for the election of directors, and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting.  At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors and they may transact such other corporate business as shall be stated in the notice of the meeting.

SECTION 2.02       SPECIAL MEETINGS -- Special meetings of the stockholders for any purpose or purposes may be called by the Chairman of the Board, the President or the Secretary, or by resolution of the Board of Directors.

SECTION 2.03       VOTING - -- Each stockholder entitled to vote in accordance with the terms of the Certificate of Incorporation of the Corporation and these By-Laws may vote in person or by proxy, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period.  All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware.

A complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, with the address of each, and the number of shares held by each, shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is entitled to be present.

SECTION 2.04       QUORUM - -- Except as otherwise required by law, by the Certificate of Incorporation of the Corporation or by these By-Laws, the presence, in person or by proxy, of stockholders holding shares constituting a majority of the voting power of the Corporation shall constitute a quorum at all meetings of the stockholders.  In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present.  At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted that might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

SECTION 2.05       NOTICE OF MEETINGS -- Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat, at his or her address as it appears on the records of the Corporation, not less than ten nor more than sixty days before the date of the meeting.  No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

SECTION 2.06       ACTION WITHOUT MEETING -- Unless otherwise provided by the Certificate of Incorporation of the Corporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

SECTION 3.01       NUMBER AND TERM -- The business and affairs of the Corporation shall be managed under the direction of a Board of Directors which shall consist of not less than one person.  The exact number of directors shall initially be two and may thereafter be fixed from time to time by the Board of Directors.  Directors shall be elected at the annual

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meeting of stockholders and each director shall be elected to serve until his or her successor shall be elected and shall qualify.  A director need not be a stockholder.

SECTION 3.02       RESIGNATIONS - -- Any director may resign at any time.  Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the Chairman of the Board, the President or the Secretary.  The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3.03       VACANCIES - -- If the office of any director becomes vacant, the remaining directors in the office, though less than a quorum, by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his or her successor shall be duly chosen.  If the office of any director becomes vacant and there are no remaining directors, the stockholders, by the affirmative vote of the holders of shares constituting a majority of the voting power of the Corporation, at a special meeting called for such purpose, may appoint any qualified person to fill such vacancy.

SECTION 3.04       REMOVAL - -- Except as hereinafter provided, any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of the voting power entitled to vote for the election of directors, at an annual meeting or a special meeting called for the purpose, and the vacancy thus created may be filled, at such meeting, by the affirmative vote of holders of shares constituting a majority of the voting power of the Corporation.

SECTION 3.05       COMMITTEES - -- The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more directors of the Corporation.

Any such committee, to the extent provided in the resolution of the Board of Directors, or in these By-Laws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.

SECTION 3.06       MEETINGS - -- The newly elected directors may hold their first meeting for the purpose of organization and the transaction of business, if a quorum be present, immediately after the annual meeting of the stockholders; or the time and place of such meeting may be fixed by consent of all the Directors.

Regular meetings of the Board of Directors may be held without notice at such places and times as shall be determined from time to time by resolution of the Board of Directors.

Special meetings of the Board of Directors may be called by the Chairman of the Board or the President, or by the Secretary on the written request of any director, on at least one day’s notice to each director (except that notice to any director may be waived in writing by such director) and shall be held at such place or places as may be determined by the Board of Directors, or as shall be stated in the call of the meeting.

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Unless otherwise restricted by the Certificate of Incorporation of the Corporation or these By-Laws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in any meeting of the Board of Directors or any committee thereof by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

SECTION 3.07       QUORUM -- A majority of the Directors shall constitute a quorum for the transaction of business.  If at any meeting of the Board of Directors there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned.  The vote of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the Certificate of Incorporation of the Corporation or these By-Laws shall require the vote of a greater number.

SECTION 3.08       COMPENSATION -- Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the Board of Directors a fixed fee and expenses of attendance may be allowed for attendance at each meeting.  Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

SECTION 3.09       ACTION WITHOUT MEETING -- Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or such committee.

ARTICLE IV

OFFICERS

SECTION 4.01       OFFICERS -- The officers of the Corporation shall be a Chairman of the Board, a President, one or more Vice Presidents, a Treasurer and a Secretary, all of whom shall be elected by the Board of Directors and shall hold office until their successors are duly elected and qualified.  In addition, the Board of Directors may elect such Assistant Secretaries and Assistant Treasurers as they may deem proper.  The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.  Any number of offices may be held by the same person.

SECTION 4.02       CHAIRMAN OF THE BOARD -- The Chairman of the Board shall be the Chief Executive Officer of the Corporation.  He or she shall preside at all meetings of the Board of Directors and shall have and perform such other duties as may be assigned to him or her by the Board of Directors.  The Chairman of the Board shall have the power to execute bonds, mortgages and other contracts on behalf of the Corporation, and to

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cause the seal of the Corporation to be affixed to any instrument requiring it, and when so affixed the seal shall be attested to by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION 4.03       PRESIDENT -- The President shall be the Chief Operating Officer of the Corporation.  He or she shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation.  The President shall have the power to execute bonds, mortgages and other contracts on behalf of the Corporation, and to cause the seal to be affixed to any instrument requiring it, and when so affixed the seal shall be attested to by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION 4.04       VICE PRESIDENTS -- Each Vice President shall have such powers and shall perform such duties as shall be assigned to him or her by the Board of Directors.

SECTION 4.05       TREASURER -- The Treasurer shall be the Chief Financial Officer of the Corporation.  He or she shall have the custody of the Corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation.  He or she shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositaries as may be designated by the Board of Directors.  He or she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, the Chairman of the Board, or the President, taking proper vouchers for such disbursements.  He or she shall render to the Chairman of the Board, the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation.  If required by the Board of Directors, he or she shall give the Corporation a bond for the faithful discharge of his or her duties in such amount and with such surety as the Board of Directors shall prescribe.

SECTION 4.06       SECRETARY -- The Secretary shall give, or cause to be given, notice of all meetings of stockholders and of the Board of Directors and all other notices required by law or by these By-Laws, and in case of his or her absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the Chairman of the Board or the President, or by the Board of Directors, upon whose request the meeting is called as provided in these By-Laws.  He or she shall record all the proceedings of the meetings of the Board of Directors, any committees thereof and the stockholders of the Corporation in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him or her by the Board of Directors, the Chairman of the Board or the President.  He or she shall have the custody of the seal of the Corporation and shall affix the same to all instruments requiring it, when authorized by the Board of Directors, the Chairman of the Board or the President, and attest to the same.

SECTION 4.07       ASSISTANT TREASURERS AND ASSISTANT SECRETARIES - -- Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the Board of Directors.

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ARTICLE V

MISCELLANEOUS

SECTION 5.01       CERTIFICATES OF STOCK -- A certificate of stock shall be issued to each stockholder certifying the number of shares owned by such stockholder in the Corporation.  Certificates of stock of the Corporation shall be of such form and device as the Board of Directors may from time to time determine.

SECTION 5.02       LOST CERTIFICATES -- A new certificate of stock may be issued in the place of any certificate theretofore issued by the Corporation, alleged to have been lost or destroyed, and the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or such owner’s legal representatives, to give the Corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.

SECTION 5.03       TRANSFER OF SHARES -- The shares of stock of the Corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the Corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the Board of Directors may designate, by whom they shall be cancelled, and new certificates shall thereupon be issued.  A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

SECTION 5.04       STOCKHOLDERS RECORD DATE -- In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date:  (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting; (2) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall not be more than sixty days prior to such other action.  If no record date is fixed:  (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board of Directors is required by law, shall be the first day on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corpora-

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tion in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 5.05       DIVIDENDS -- Subject to the provisions of the Certificate of Incorporation of the Corporation, the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon stock of the Corporation as and when they deem appropriate.  Before declaring any dividend there may be set apart out of any funds of the Corporation available for dividends, such sum or sums as the Board of Directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the Board of Directors shall deem conducive to the interests of the Corporation.

SECTION 5.06       SEAL -- The corporate seal of the Corporation shall be in such form as shall be determined by resolution of the Board of Directors.  Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise imprinted upon the subject document or paper.

SECTION 5.07       FISCAL YEAR -- The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.

SECTION 5.08       CHECKS -- All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, or agent or agents, of the Corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

SECTION 5.09       NOTICE AND WAIVER OF NOTICE -- Whenever any notice is required to be given under these By-Laws, personal notice is not required unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his or her address as it appears on the records of the Corporation, and such notice shall be deemed to have been given on the day of such mailing.  Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by law.  Whenever any notice is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the Corporation or of these By-Laws, a waiver thereof, in writing and signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to such required notice.

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ARTICLE VI

AMENDMENTS

These By-Laws may be altered, amended or repealed at any annual meeting of the stockholders (or at any special meeting thereof if notice of such proposed alteration, amendment or repeal to be considered is contained in the notice of such special meeting) by the affirmative vote of the holders of shares constituting a majority of the voting power of the Corporation.  Except as otherwise provided in the Certificate of Incorporation of the Corporation, the Board of Directors may by majority vote of those present at any meeting at which a quorum is present alter, amend or repeal these By-Laws, or enact such other By-Laws as in their judgment may be advisable for the regulation and conduct of the affairs of the Corporation.

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EX-4.1

Exhibit 4.1

THIRD SUPPLEMENTAL INDENTURE

THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 4, 2006, is by and among TransMontaigne Inc., a Delaware corporation (the “Company”), the guarantors listed on the signature pages hereto (collectively, the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”), supplementing that certain Indenture, dated as of May 30, 2003 (the “Indenture”), pursuant to which the Company issued its 9-1/8% Series B Senior Subordinated Notes due 2010 (the “Notes”).  Capitalized terms used but not otherwise defined in this Supplemental Indenture shall have the meanings assigned to such terms in the Indenture.

W I T N E S S E T H:

WHEREAS, the Company has entered into an Agreement and Plan of Merger, dated as of June 22, 2006 (the “Merger Agreement”), with Morgan Stanley Capital Group Inc. (“Parent”) and Buffalo Merger Sub Inc. (“Merger Co”), pursuant to which, among other things, Merger Co will merge (the “Merger”) with and into the Company with the Company being the surviving corporation and a wholly-owned subsidiary of Parent;

WHEREAS, it is a condition to the consummation of the Merger that provision shall have been made to either redeem the Notes to or amend the terms of the Notes to permit them to remain outstanding after the Merger;

WHEREAS, in furtherance of the satisfaction of the condition referred to in the preceding Recital, the Company has offered to purchase for cash, on the terms and subject to the conditions set forth in its Offer to Purchase and Consent Solicitation Statement, dated July 24, 2006, and the related Consent and Letter of Transmittal of the same date, any and all of the outstanding Notes (as the same may from time to time be amended and in effect, the “Offer”);

WHEREAS, in connection with the Offer, the Company has solicited consents (the “Solicitation”) from the Holders of the Notes to amend the Indenture (the “Proposed Amendments”), in each case to become operative and in effect on the Acceptance Date (as defined below) and subject to the conditions set forth in Section 2 below;

WHEREAS, as of the date of this Supplemental Indenture, the Holders of in excess of 66-2/3% of the aggregate principal amount of the outstanding Notes have consented to the Proposed Amendments;

WHEREAS, the Company desires to execute and deliver, and has requested the Trustee to join with the Company and the Guarantors in the execution and delivery of, this Supplemental Indenture for the purpose of amending the Indenture to effect the Proposed Amendments upon, and subject to the terms and conditions, set forth herein;

WHEREAS, Section 9.02 of the Indenture provides that the Company and the Trustee may amend or supplement the Indenture with the consent of the Holders of (a) at least a majority in principal amount of the outstanding Notes with respect to the Proposed Amendments other than the Proposed Amendment to eliminate Section 4.15 (Offer to Repurchase Upon Change of Control) of the Indenture; and (b) at least 66-2/3% in principal amount of the outstanding Notes

in order to eliminate Section 4.15 (Offer to Repurchase Upon Change of Control) of the Indenture;

WHEREAS, the Company has been authorized by a resolution of its Board of Directors to execute and deliver this Supplemental Indenture;

WHEREAS, this Supplemental Indenture has been duly authorized by all necessary corporate action on the part of the Guarantors; and

WHEREAS, the Company has furnished, or caused to be furnished, to the Trustee and the Trustee has received, (i) an Officers’ Certificate complying with Sections 9.06 and 13.04(a) of the Indenture, and (ii) an Opinion of Counsel complying with Section 13.04(b) of the Indenture, as well as evidence of consents of at least 66-2/3% in principal amount of the outstanding Notes;

NOW, THEREFORE, considering the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1.             Proposed Amendments. Subject to Section 2 of this Supplemental Indenture, the following provisions of the Indenture are hereby amended as follows:

(a)           Amendments to Article IV.  Each of Section 4.03 (Reports), Section 4.04 (Compliance Certificate), Section 4.05 (Taxes), Section 4.07 (Restricted Payments), Section 4.08 (Dividend and Other Payment Restrictions Affecting Subsidiaries), Section 4.09 (Limitation on Additional Indebtedness), Section 4.10 (Asset Sales), Section 4.11 (Transactions with Affiliates), Section 4.12 (Liens), Section 4.13 (Business Activities), Section 4.14 (Corporate Existence), Section 4.15 (Offer to Repurchase Upon Change of Control), Section 4.16 (Designation of Unrestricted Subsidiaries), Section 4.17 (Limitation on Issuance or Sale of Equity Interests of Restricted Subsidiaries), and Section 4.18 (Additional Note Guarantees) of the Indenture is hereby deleted in its entirety and replaced with the phrase “Intentionally Omitted.” Any references to such deleted Sections in the Indenture are also hereby deleted in their entirety.

(b)           Amendments to Article V.  Section 5.01 (Merger, Consolidation, or Sale of Assets) of the Indenture is hereby amended to read in its entirety as follows:

“5.01              Merger, Consolidation, or Sale of Assets.

The Company shall not, directly or indirectly, in a single transaction or a series of related transactions, (a) consolidate or merge with or into another Person (other than a merger with a Wholly-Owned Restricted Subsidiary solely for the purpose of changing the Company’s jurisdiction of incorporation to another State of the United States), or sell, lease, transfer, convey or otherwise dispose of or assign all or substantially all of the assets of the Company or the Company and the Restricted Subsidiaries (taken as a whole) or (b) adopt a Plan of Liquidation unless, in either case:  either: (y) the Company will be the surviving or continuing Person; or (z) the Person formed by or surviving such consolidation or merger or to which such sale, lease, conveyance or other disposition shall be made (or, in

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the case of a Plan of Liquidation, any Person to which assets are transferred) (collectively, the “Successor”) is a corporation organized and existing under the laws of any State of the United States of America or the District of Columbia, and the Successor expressly assumes, by supplemental indenture in form and substance satisfactory to the Trustee, all of the obligations of the Company under the Notes, this Agreement and the Registration Rights Agreement.

Except as provided in Sections 11.05 and 11.06, no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, whether or not affiliated with such Guarantor.

Notwithstanding the foregoing, any Restricted Subsidiary may merge into the Company or another Restricted Subsidiary.”

(c)           Amendments to Article VI.  Section 6.01 (Events of Default) of the Indenture is hereby amended to read in its entirety as follows:

“6.01       Events of Default.

Each of the following is an “Event Of Default”:

(a)  failure by the Company to pay interest on any of the Notes when it becomes due and payable and the continuance of any such failure for 30 days (whether or not such payment is prohibited by the subordination provisions of this Agreement);

(b) failure by the Company to pay the principal on any of the Notes when it becomes due and payable, whether at stated maturity, upon redemption, upon purchase, upon acceleration or otherwise (whether or not such payment is prohibited by the subordination provisions of this Agreement);

(c)  failure by the Company to comply with Section 5.01 and 4.15 hereof;

(d)  failure by the Company to comply with any other agreement or covenant in this Agreement and continuance of this failure for 45 days after notice of the failure has been given to the Company by the Trustee or by the Holders of at least 25% of the aggregate principal amount of the Notes then outstanding;

(e)  Intentionally Omitted;

(f)   Intentionally Omitted;

(g)  the Company or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:

(i)   commences a voluntary case,

(ii)  consents to the entry of an order for relief against it in an involuntary case,

(iii) consents to the appointment of a Custodian of it or for all or substantially all of its assets, or

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(iv) makes a general assignment for the benefit of its creditors;

(h)  a court of competent jurisdiction enters an order or decree that remains unstayed and in effect for 60 days under any Bankruptcy Law that:

(i)   is for relief against the Company or any Significant Subsidiary as debtor in an involuntary case,

(ii)  appoints a Custodian of the Company or any Significant Subsidiary or a Custodian for all or substantially all of the assets of the Company or any Significant Subsidiary, or

(iii)   orders the liquidation of the Company or any Significant Subsidiary; or

(i)   any Note Guarantee of any Significant Subsidiary ceases to be in full force and effect (other than in accordance with the terms of such Note Guarantee and this Agreement) or is declared null and void and unenforceable or found to be invalid or any Guarantor denies its liability under its Note Guarantee (other than by reason of release of a Guarantor from its Note Guarantee in accordance with the terms of this Agreement and the Note Guarantee) and in either case such condition continues for 45 days.”

(d)           Amendments to Defined Terms.  Each defined term and the definition thereof set forth in Section 1.1 (Definitions) or Section 1.02 (Other Definitions) of the Indenture that is no longer used as a result of the amendments to the Indenture set forth in this Supplemental Indenture is hereby deleted and replaced with the phrase “Intentionally Omitted.”  With respect to each defined term the definition of which is set forth in any of the Sections or clauses eliminated by this Supplemental Indenture that is still used in the Indenture after giving effect to all of the amendments to the Indenture set forth in this Supplemental Indenture pursuant to Section 2, the Indenture is hereby amended to add such defined term and its definition to Section 1.1 (Definitions) of the Indenture in alphabetical order within such Section.

2.             Effect and Operation of Supplemental Indenture. (a) This Supplemental Indenture shall be effective and binding immediately upon its execution by the Company, the Guarantors and the Trustee; provided that, notwithstanding anything in the Indenture or this Supplemental Indenture to the contrary,

(i)            the amendments to the Indenture set forth in Section 1(a) through (d) of this Supplemental Indenture shall not become operative unless and until the Notes tendered in connection with the Offer and the Solicitation are accepted for purchase by the Company or its permitted assigns (the date on which the tendered Notes are so accepted for purchase, the “Acceptance Date”) and the Indenture will remain in effect in its current form until such amendments become operative; and

(ii)           if the Offer and the Solicitation are terminated, withdrawn or otherwise not completed and the Notes tendered in connection with the Offer and the Solicitation are not accepted for purchase, this Supplemental Indenture will

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have no force or effect, the amendments to the Indenture set forth in Section 1(a) through (d) of this Supplemental Indenture will not become operative.

(b)           Except as modified or amended by this Supplemental Indenture, all provisions of the Indenture shall remain in full force and effect.  In the event of any conflict between the terms and conditions contained in the Notes and those contained in the Indenture, as modified and amended by this Supplemental Indenture, the provisions of the Indenture, as modified and amended by this Supplemental Indenture, shall control.

3.             Conforming Amendments.  Effective upon the Acceptance Date, the form of the Note set forth as Exhibits A-1 and A-2 to the Indenture, as well as each of the outstanding Notes, are hereby amended to incorporate any and all changes that correspond to the amendments to the Indenture set forth in Section 1(a) through (d) of this Supplemental Indenture, to the extent the same become operative on the Acceptance Date as set forth in Section 2 of this Supplemental Indenture.

4.             Interpretation.  Upon the execution and delivery of this Supplemental Indenture, the Indenture shall be modified and amended in accordance with this Supplemental Indenture, and all the terms and conditions of the Indenture and this Supplemental Indenture shall be read together as though they constitute one instrument, except that, in the event of any conflict, the provisions of this Supplemental Indenture shall control. The Indenture, as modified and amended by this Supplemental Indenture, is hereby ratified and confirmed in all respects and shall bind every Holder of the Notes.

5.             Trustee.

(a)           Trustee’s Acceptance.  Subject to Section 2 above, the Trustee hereby accepts this Supplemental Indenture and agrees to perform the same under the terms and conditions set forth in the Indenture.

(b)           Trustee Not Responsible for Recitals.  The Trustee shall not be responsible in any manner whatsoever for, or in respect of, the validity or sufficiency of this Supplemental Indenture, or for, or in respect of, the recitals contained herein, all of which recitals are made solely by the Company.

(c)           Certain Duties and Responsibilities of the Trustee.  In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability of, or affording protection to, the Trustee, whether or not elsewhere herein so provided.

6.             Severability. In the event any provision of this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Supplemental Indenture shall not in any way be affected or impaired thereby.

7.             Conflict with Trust Indenture Act. If any provision of this Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act of 1939, as amended (the “TIA”), that is required under the TIA to be a part of or govern any provision of this Supplemental Indenture, such provision of the TIA shall control.  If any provision of this Supplemental Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, such provision of the TIA shall be deemed to apply to the Indenture as so modified or excluded by this Supplemental Indenture, as the case may be.

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8.             Benefits of this Supplemental Indenture. Nothing in this Supplemental Indenture or the Notes, express or implied, shall give to any Person, other than the parties hereto and thereto and their successors hereunder and thereunder and the Holders of the Notes, any benefit or any legal or equitable right, remedy or claim under the Indenture, this Supplemental Indenture or the Notes.

9.             Successors.  All agreements of the Company and  the Trustee in this Supplemental Indenture shall bind their respective successors.

10.           NEW YORK LAW TO GOVERN. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

11.           Effect of Headings.  The Section headings herein are for convenience only and shall not affect the construction hereof.

12.           Counterparts.  The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

[Signatures on following pages]

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IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed, all as of the date first written above.

TRANSMONTAIGNE INC.
By:	/s/ Erik Carlson
Name: Erik Carlson
Title: Senior Vice President
GUARANTORS:
TransMontaigne Services Inc.
TransMontaigne Product Services Inc.
TransMontaigne Transport Inc.
Coastal Fuels Marketing, Inc.
Coastal Tug and Barge, Inc.
Radcliff/Economy Marine Services, Inc.
By:	/s/ Erik Carlson
Name: Erik Carlson
Title: Senior Vice President
WELLS FARGO BANK,
	NATIONAL ASSOCIATION, as Trustee
By:	/s/ Timothy P. Mowdy
Name:  Timothy P. Mowdy
Title:  Vice President

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EX-99.1

Exhibit 99.1

Contacts:	Donald H. Anderson, President/CEO
	Randall J. Larson, Executive Vice President/CFO
	303-626-8200

TRANSMONTAIGNE INC. ANNOUNCES COMPLETION OF MERGER WITH MORGAN
STANLEY CAPITAL GROUP INC.  AND ACCEPTANCE OF TENDERED 9-1/8% SENIOR
SUBORDINATED NOTES DUE 2010 FOR PAYMENT

Friday, September 1, 2006 Immediate Release

Denver, Colorado — TransMontaigne Inc. (NYSE: TMG) today announced that it has completed its merger with a subsidiary of Morgan Stanley Capital Group Inc.  Under the terms of the merger agreement, each outstanding share of TransMontaigne’s common stock has been converted into the right to receive $11.35 in cash, without interest.  As a result of the acquisition, TransMontaigne will cease to be publicly traded and, accordingly, will no longer be listed on the New York Stock Exchange.

U.S. Bank National Association will act as the paying agent in the merger transaction and will mail to the TransMontaigne stockholders a letter of transmittal and instructions for receiving payment of the merger consideration on or before September 11, 2006.  Holders of certificated common stock should expect to receive the merger consideration soon after submitting a properly completed letter of transmittal to U.S. Bank National Association.  All questions relating to the receipt of the merger consideration should be directed to U.S. Bank National Association at 1-(800) 934-6802.TransMontaigne stockholders whose shares are held by a broker, bank or other nominee should contact such broker, bank or other nominee regarding receipt of the merger consideration.

TransMontaigne also announced that the expiration date for the tender offer was extended from 8:00 a.m., New York City time, on September 1, 2006, to 10:00 a.m., New York City time, on September 1, 2006.  In addition, TransMontaigne announced that, pursuant to the terms of the previously announced cash tender offer and consent solicitation for its 9-1/8% Senior Subordinated Notes due 2010 (the “Notes”), TransMontaigne has accepted for payment $199,990,000 aggregate principal amount of the Notes.  The Company also announced that the Third Supplemental Indenture to the Indenture governing the Notes, executed on August 4, 2006, is now operative.

On September 1, 2006, TransMontaigne also closed on a new 5-year, $400 million Senior Secured Working Capital Credit Facility (the “Credit Facility”) with a syndicate of financial institutions, which replaces TransMontaigne’s former $400 million Working Capital Credit Facility.  TransMontaigne also closed on a new $165 million Term Loan Agreement (the “Term Loan Agreement”) with Morgan Stanley Capital Group Inc.  The proceeds of the initial borrowing under the Credit Facility, together with the $165 million of proceeds of the borrowing under the Term Loan Agreement will be used to pay, in part, the merger consideration, to purchase the Notes and to pay related costs and expenses.

About TransMontaigne Inc.

TransMontaigne Inc. (the “Company”) is a refined petroleum products marketing and distribution company based in Denver, Colorado with operations in the United States, primarily in the Gulf Coast, Midwest and East Coast regions. The Company’s principal activities consist of (i) terminal, pipeline, and tug and barge operations, (ii) marketing and distribution, (iii) supply chain management services and (iv) managing the activities of TransMontaigne Partners L.P. (NYSE: TLP).  The Company’s customers include refiners, wholesalers, distributors, marketers, and industrial and commercial end-users of refined petroleum products.  Corporate news and additional information about TransMontaigne Inc. is available on the Company’s web site: www.transmontaigne.com

FORWARD-LOOKING STATEMENTS

This press release includes statements that may constitute forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995.  This information may involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements.  Although the Company believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected.  These forward-looking statements include statements regarding the proposed transactions.  These statements are based on the current expectations of management of TransMontaigne.  There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this document.  Additional factors that may affect the future results of TransMontaigne are set forth in our Annual Report on Form 10-K for the year ended June 30, 2005 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 as filed with the SEC, which are available at www.transmontaigne.com.  TransMontaigne undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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