TransMontaigne Inc. Announces 99.25% of Its 9-1/8% Senior Subordinated Notes Due 2010 Received in Tender Offer; Extends Expirat

TransMontaigne Inc. (NYSE: TMG) (the "Company") today
announced in connection with its previously announced offer to
purchase and consent solicitation with respect to its 9-1/8% Senior
Subordinated Notes due 2010 (CUSIP No. 893934AB5 and ISIN
US893934AB55) (the "Notes"), that the consent solicitation expired at
5:00 p.m., New York City time, on August 4, 2006. As of that time, the
Company received valid tenders and consents from holders of
$198,505,000 of its $200,000,000 aggregate principal amount of the
Notes. This represents approximately 99.25% of the outstanding Notes.
Accordingly, the requisite consents to amend the Indenture for the
Notes as proposed have been received. On August 4, 2006, the Company
entered into the Third Supplemental Indenture, which amended the
Indenture to eliminate substantially all of the restrictive covenants
and certain events of default in the manner set forth in the Offer to
Purchase and Consent Solicitation Statement dated July 24, 2006.
   The Company also announced that the expiration date for the tender
offer has been extended from 11:59 p.m., New York City time on August
17, 2006, to 8:00 a.m., New York City time, on September 1, 2006. As a
result, the new price determination date (the date the total
consideration payable to tendering noteholders will become fixed) will
be 2:00 p.m. EDT on August 18, 2006, unless extended.
   Except for the extension described above, all of the terms and
conditions set forth in the Offer to Purchase and Consent Solicitation
Statement remain unchanged. As previously announced, the offer is
being made in connection with the Company's previously announced
merger with a subsidiary of Morgan Stanley Capital Group Inc. and
remains subject to the satisfaction of certain conditions, including
the consummation of the merger. Except as described in this press
release, the terms of the offer are described in the Offer to Purchase
and Consent Solicitation Statement dated July 24, 2006, copies of
which may be obtained from Global Bondholder Services, the information
agent for the offer, at 866-795-2200 (US toll-free) and 212-430-3774
(collect).
   TransMontaigne has engaged Morgan Stanley & Co. Incorporated to
act as the exclusive dealer manager and solicitation agent in
connection with the offer. Questions regarding the offer may be
directed to Morgan Stanley & Co. Incorporated, at 800-624-1808 (US
toll-free) and 212-761-5746 (collect), attention Jeremy Warren.
   This announcement is not an offer to purchase, a solicitation of
an offer to purchase or a solicitation of consent with respect to any
securities. The offer is being made solely by the Offer to Purchase
and Consent Solicitation Statement dated July 24, 2006.

   Additional Information and Where to Find It

   On July 25, 2006, TransMontaigne filed definitive proxy materials,
which contained the merger agreement and related documents, with the
SEC and began mailing to its stockholders definitive proxy materials
regarding the merger transaction on or about July 28, 2006. Such proxy
materials contain information about TransMontaigne, the proposed
merger and related matters. Stockholders are urged to read the proxy
statement carefully, as it contains important information that
stockholders should consider before making a decision about the
proposed merger. In addition to receiving the proxy statement from
TransMontaigne by mail, stockholders may obtain the proxy statement,
as well as other filings containing information about TransMontaigne,
without charge, from the SEC's website (http://www.sec.gov) or,
without charge, from TransMontaigne at http://www.transmontaigne.com.
   This announcement is neither a solicitation of proxy, an offer to
purchase, nor a solicitation of an offer to sell shares of
TransMontaigne. TransMontaigne and its executive officers and
directors may be deemed to be participants in the solicitation of
proxies from TransMontaigne's stockholders with respect to the
proposed merger. Information regarding any interests that
TransMontaigne's executive officers and directors may have in the
transaction will be set forth in the proxy statement.

   About TransMontaigne Inc.

   TransMontaigne Inc. 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 website:
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. For example, (1) the offer may not close because the merger
is not consummated as (A) TransMontaigne may be unable to obtain
stockholder approval required for the merger transaction; or (B) other
conditions to the closing of the merger transaction may not be
satisfied or the merger agreement may be terminated prior to closing;
and (2) the merger transaction may involve unexpected costs or
unexpected liabilities, the businesses of TransMontaigne may suffer as
a result of uncertainty surrounding the merger transaction and
TransMontaigne may be adversely affected by other economic, business,
and/or competitive factors. 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.