CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT

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Exhibit 10.2

CONTRIBUTION, CONVEYANCE
AND ASSUMPTION AGREEMENT

Among

TRANSMONTAIGNE PARTNERS L.P.,

TRANSMONTAIGNE GP L.L.C.,

TRANSMONTAIGNE OPERATING COMPANY L.P.,

TRANSMONTAIGNE OPERATING GP L.L.C.,

COASTAL TERMINALS L.L.C.,

RAZORBACK L.L.C.,

TPSI TERMINALS L.L.C.,

TRANSMONTAIGNE INC.,

TRANSMONTAIGNE PRODUCT SERVICES INC.,

TRANSMONTAIGNE SERVICES INC.,

and

COASTAL FUELS MARKETING, INC.

EFFECTIVE AS OF

MAY 27, 2005

CONTRIBUTION, CONVEYANCE
AND ASSUMPTION AGREEMENT

        THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of May 27, 2005, is entered into by and among TRANSMONTAIGNE PARTNERS L.P. , a Delaware limited partnership (" MLP "), TRANSMONTAIGNE GP L.L.C. , a Delaware limited liability company (" GP "), TRANSMONTAIGNE OPERATING COMPANY L.P. , a Delaware limited partnership (" OLP "), TRANSMONTAIGNE OPERATING GP L.L.C. , a Delaware limited liability company (" OLP GP "), COASTAL TERMINALS L.L.C., a Delaware limited liability company (" COASTAL TERMINALS "), RAZORBACK L.L.C., a Delaware limited liability company (" RAZORBACK "), TPSI TERMINALS L.L.C., a Delaware limited liability company (" TPSI TERMINALS "), TRANSMONTAIGNE INC. , a Delaware corporation (" TMG "), TRANSMONTAIGNE PRODUCT SERVICES INC. , a Delaware corporation (" TPSI "), TRANSMONTAIGNE SERVICES INC. , a Delaware corporation (" TSI "), and COASTAL FUELS MARKETING, INC. , a Delaware corporation (" COASTAL FUELS "). The parties to this agreement are collectively referred to herein as the " Parties ." Capitalized terms used herein shall have the meanings assigned to such terms in Section 1.1.

RECITALS

        A.    TPSI and GP have formed MLP pursuant to the Delaware Revised Uniform Limited Partnership Act (the " Delaware Act "), for the purpose of engaging in any business activity that is approved by GP and that lawfully may be conducted by a limited partnership organized pursuant to the Delaware Act.

        B.    In order to accomplish the objectives and purposes in the preceding recital, the following actions have been taken prior to the date hereof:

        1.     TPSI has formed GP, to which TPSI contributed $1,000 in exchange for all of the member interests in GP.

        2.     TPSI and GP have formed MLP, to which TPSI contributed $980 in exchange for a 98% limited partner interest in MLP, and GP contributed $20 in exchange for a 2% general partner interest in MLP.

        3.     MLP has formed OLP GP, to which MLP contributed $500 in exchange for all of the member interests in OLP GP.

        4.     MLP and OLP GP have formed OLP, to which MLP contributed $499.95 in exchange for a 99.999% limited partner interest in MLP, and OLP GP contributed $.05 in exchange for a 0.001% general partner interest in OLP.

        5.     Coastal Fuels has formed Coastal Terminals, to which it contributed $1,000 in exchange for all of the member interests in Coastal Terminals.

        6.     TPSI has formed Razorback, to which it contributed $1,000 in exchange for all of the member interests in Razorback.

        7.     TPSI has formed TPSI Terminals, to which it contributed $1,000 in exchange for all of the member interests in TPSI Terminals.

        8.     TPSI has conveyed its member interests in GP to TSI in exchange for $20.

        C.    Concurrently with the consummation of the transactions contemplated hereby, each of the following matters shall occur:

        1.     Coastal Fuels will convey all of its right, title and interest in the Coastal Assets to Coastal Terminals as a capital contribution, in exchange for a continuation of Coastal Fuels' 100% member interest in Coastal Terminals and the assumption by Coastal Terminals of the Coastal Liabilities.

        2.     TPSI will convey all of its right, title and interest in the Razorback Assets to Razorback as a capital contribution, in exchange for a continuation of TPSI's 100% member interest in Razorback and the assumption by Razorback of the Razorback Liabilities.

        3.     TPSI will convey all of its right, title and interest in the TPSI Assets to TPSI Terminals as a capital contribution, in exchange for a continuation of TPSI's 100% member interest in TPSI Terminals and the assumption by TPSI Terminals of the TPSI Liabilities.

        4.     Coastal Fuels will contribute 96.583% of its member interests in Coastal Terminals to MLP in exchange for (a) 502,500 Common Units, representing a 6.8% interest in MLP units, (b) 626,333 Sub Units, representing an 8.4% interest in MLP units and (c) $91,266,000 in cash.

        5.     TPSI will contribute 96.583% of its member interests in each of Razorback and TPSI Terminals to MLP in exchange for (a) 2,245,933 Sub Units, representing a 30.2% interest in MLP units and (b) $10,650,000 in cash.

        6.     Coastal Fuels will convey its remaining 3.417% member interest in Coastal Terminals to TPSI as a distribution.

        7.     TPSI will convey its 3.417% member interests in each of Coastal Terminals, Razorback and TPSI Terminals to TMG as a distribution.

        8.     TMG will convey its 3.417% member interests in each of Coastal Terminals, Razorback and TPSI Terminals to TSI as a capital contribution, in exchange for a continuation of TMG's 100% ownership interest in TSI.

        9.     TSI will contribute a 1.525% member interest in each of Coastal Terminals, Razorback and TPSI Terminals to MLP in exchange for 120,000 Common Units, representing a 1.6% interest in MLP units.

        10.   TSI will contribute its remaining 1.892% member interest in each of Coastal Terminals, Razorback and TPSI Terminals to GP as a capital contribution, in exchange for a continuation of TSI's 100% member interest in GP.

        11.   GP will contribute its 1.892% member interest in each of Coastal Terminals, Razorback and TPSI Terminals to MLP in exchange for (a) a continuation of its 2% general partner interest in MLP, represented by 148,873 General Partner Units and (b) the issuance of the IDRs.

        12.   MSDW will contribute $7,944,750 in cash to MLP in exchange for 450,000 Sub Units, representing a 6.0% interest in MLP units.

        13.   The public, through the Underwriters, will contribute $71,690,000 in cash to MLP, less the Underwriters' structuring fee and spread of $5,018,300, in exchange for 3,350,000 Common Units representing a 45.0% interest in MLP units.

        14.   MLP will borrow $31,500,000 under a new credit facility through OLP.

        15.   MLP will pay transaction expenses and deferred debt issuance expenses associated with the transactions contemplated by this Agreement in the amount of approximately $3,200,000 (exclusive of the Underwriters' structuring fee and spread) and $1,000,000, respectively.

        16.   MLP will convey all of its member interests in Coastal Terminals, Razorback and TPSI Terminals to OLP as a capital contribution (99.999% for itself and 0.001% on behalf of OLP GP).

        17.   The organizational documents of the Parties will be amended and restated as necessary to reflect the applicable matters set forth above and as contained in this Agreement.

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        NOW, THEREFORE, in consideration of their mutual undertakings and agreements hereunder, the Parties undertake and agree as follows:

ARTICLE 1
DEFINITIONS

        Section 1.1 The following capitalized terms shall have the meanings given below.

        (a)   " Agreement " shall mean this Contribution, Conveyance and Assumption Agreement.

        (b)   " Assets " shall mean all right, title and interest of Coastal Fuels and TPSI in and to the properties and assets described as such in Exhibit A attached hereto, whether tangible or intangible, whether real, personal or mixed, whether accrued or contingent, and wherever located.

        (c)   " Coastal Assets " shall mean that portion of the Assets comprised of or relating to the five refined petroleum product terminals owned by Coastal Fuels in Port Everglades (North), Florida; Jacksonville, Florida; Cape Canaveral, Florida; Port Manatee, Florida; and Fisher Island, Florida.

        (d)   " Coastal Fuels " has the meaning assigned to such term in the opening paragraph of this Agreement.

        (e)   " Coastal Liabilities " shall mean all liabilities arising out of or related to the ownership of the Coastal Assets to the extent arising or accruing on and after the Effective Time, whether known or unknown, accrued or contingent, and whether or not reflected on the books and records of Coastal Fuels or its affiliates, except the Excluded Liabilities.

        (f)    " Coastal Terminals " has the meaning assigned to such term in the opening paragraph of this Agreement.

        (g)   " Common Unit " has the meaning assigned to such term in the Partnership Agreement.

        (h)   " Conveyance Documents " shall mean the documents attached hereto as Exhibit B from Coastal Fuels to Coastal Terminals, from TPSI to Razorback, and from TPSI to TPSI Terminals, each dated the date of this Agreement. Coastal Fuels and TPSI may execute and deliver multiple Conveyance Documents as desirable to expedite recording thereof in the various jurisdictions in which the Assets are located.

        (i)    " Delaware Act " has the meaning assigned to such term in the recitals to this Agreement.

        (j)    " Effective Time " shall mean 10:00 a.m. New York, New York time on May 27, 2005.

        (k)   " Excluded Liabilities " shall mean the liabilities described as such in Exhibit A hereto.

        (l)    " General Partner Unit " has the meaning assigned to such term in the Partnership Agreement.

        (m)  " GP " has the meaning assigned to such term in the opening paragraph of this Agreement.

        (n)   " IDRs " shall mean "Incentive Distribution Rights" as such term is defined in the Partnership Agreement.

        (o)   " MLP " has the meaning assigned to such term in the opening paragraph of this Agreement.

        (p)   " MSDW " means MSDW Bondbook Ventures Inc., a Delaware corporation.

        (q)    "Offering" shall mean the initial public offering by MLP of Common Units.

        (r)   " OLP " has the meaning assigned to such term in the opening paragraph of this Agreement.

        (s)   " OLP GP " has the meaning assigned to such term in the opening paragraph of this Agreement.

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        (t)    " Parties " has the meaning assigned to such term in the opening paragraph of this Agreement.

        (u)   " Partnership Agreement " shall mean the First Amended and Restated Agreement of Limited Partnership of TransMontaigne Partners L.P. dated as of May 27, 2005.

        (v)   " Razorback " has the meaning assigned to such term in the opening paragraph of this Agreement.

        (w)  " Razorback Assets " shall mean that portion of the Assets comprised of or relating to the refined petroleum product pipeline owned by TPSI and the connected refined petroleum product terminals located in Mt. Vernon, Missouri and Rogers, Arkansas.

        (x)   " Razorback Liabilities " shall mean all liabilities arising out of or related to the ownership of the Razorback Assets to the extent arising or accruing on and after the Effective Time, whether known or unknown, accrued or contingent, and whether or not reflected on the books and records of TPSI or its affiliates, except the Excluded Liabilities.

        (y)   " Sub Unit " shall mean "Subordinated Unit" as such term is defined in the Partnership Agreement.

        (z)   " TMG " has the meaning assigned to such term in the opening paragraph of this Agreement.

        (aa) " TPSI " has the meaning assigned to such term in the opening paragraph of this Agreement.

        (bb) " TPSI Assets " shall mean that portion of the Assets comprised of or relating to the two refined petroleum product terminals owned by TPSI located in Port Everglades (South), Florida and Tampa, Florida.

        (cc) " TPSI Liabilities " shall mean all liabilities arising out of or related to the ownership of the TPSI Assets to the extent arising or accruing on and after the Effective Time, whether known or unknown, accrued or contingent, and whether or not reflected on the books and records of TPSI or its affiliates, except the Excluded Liabilities.

        (dd) " TPSI Terminals " has the meaning assigned to such term in the opening paragraph of this Agreement.

        (ee) " TSI " has the meaning assigned to such term in the opening paragraph of this Agreement.

        (ff)  " Underwriters " shall mean UBS Securities LLC, Citigroup Global Markets Inc., A.G. Edwards & Sons, Inc., and Wachovia Capital Markets, LLC.

ARTICLE 2
CONTRIBUTIONS, ACKNOWLEDGMENTS AND DISTRIBUTIONS

        Section 2.1 Contribution of Coastal Assets by Coastal Fuels to Coastal Terminals. Coastal Fuels hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to Coastal Terminals, its successors and assigns, for its and their own use forever, all of its right, title and interest in and to the Coastal Assets, as a capital contribution, in exchange for (a) a continuation of its 100% member interest in Coastal Terminals, (b) the assumption by Coastal Terminals of the Coastal Liabilities as provided in Section 3.1 hereof, and (c) other good and valuable consideration, the sufficiency of which is hereby acknowledged, and Coastal Terminals hereby accepts such Coastal Assets as a contribution to the capital of Coastal Terminals. To further evidence this conveyance with respect to the real property included in the Coastal Assets, Coastal Fuels will execute and deliver the Conveyance Documents to Coastal Terminals.

TO HAVE AND TO HOLD the Coastal Assets unto Coastal Terminals, its successors and assigns, together with all and singular the rights and appurtenances thereto in any way belonging, subject, however, to the terms and conditions stated in this Agreement, forever.

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        Section 2.2 Contribution of Razorback Assets by TPSI to Razorback. TPSI hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to Razorback, its successors and assigns, for its and their own use forever, all of its right, title and interest in and to the Razorback Assets, as a capital contribution, in exchange for (a) a continuation of its 100% member interest in Razorback, (d) the assumption by Razorback of the Razorback Liabilities as provided in Section 3.2 hereof, and (c) other good and valuable consideration, the sufficiency of which is hereby acknowledged, and Razorback hereby accepts such Razorback Assets as a contribution to the capital of Razorback. To further evidence this conveyance with respect to the real property included in the Razorback Assets, TPSI will execute and deliver the Conveyance Documents to Razorback.

TO HAVE AND TO HOLD the Razorback Assets unto Razorback, its successors and assigns, together with all and singular the rights and appurtenances thereto in any way belonging, subject, however, to the terms and conditions stated in this Agreement, forever.

        Section 2.3 Contribution of TPSI Assets by TPSI to TPSI Terminals. TPSI hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to TPSI Terminals, its successors and assigns, for its and their own use forever, all of its right, title and interest in and to the TPSI Assets, as a capital contribution, in exchange for (a) a continuation of its 100% member interest in TPSI Terminals, (f) the assumption by TPSI Terminals of the TPSI Liabilities as provided in Section 3.3 hereof, and (c) other good and valuable consideration, the sufficiency of which is hereby acknowledged, and TPSI Terminals hereby accepts such TPSI Assets as a contribution to the capital of TPSI Terminals. To further evidence this conveyance with respect to the real property included in the TPSI Assets, TPSI will execute and deliver the Conveyance Documents to TPSI Terminals.

TO HAVE AND TO HOLD the TPSI Assets unto TPSI Terminals, its successors and assigns, together with all and singular the rights and appurtenances th