TransMontaigne Inc. Announces Pricing Terms of Tender Offer

TransMontaigne Inc. (NYSE:TMG) (the "Company") today
announced the pricing terms for its previously announced offer to
purchase and consent solicitation for all of its $200 million 9-1/8%
Senior Subordinated Notes due 2010 (CUSIP No. 893934AB5 and ISIN
US893934AB55) (the "Notes"), made pursuant to its Offer to Purchase
and Consent Solicitation Statement dated July 24, 2006 (the "Offer to
Purchase"). The total consideration for the Notes was determined as of
2:00 p.m., New York City time, on August 18, 2006, by reference to a
fixed spread of 50 basis points above the yield to maturity of the 3
1/2% U.S. Treasury Note due May 31, 2007. The reference yield for the
Notes was 5.625%. The total consideration, determined according to the
previously announced pricing formula, is $1,068.46 per $1,000
principal amount, plus accrued interest. This amount includes a
consent fee of $30 per $1,000 principal amount, payable to those
holders who validly tendered their Notes prior to 5:00 p.m., New York
time, on August 4, 2006 (the "Consent Date"). For Notes tendered after
the Consent Date and prior to the Expiration Date, the tender offer
consideration will be $1,038.46 per $1,000 principal amount, plus
accrued interest to the settlement date of the tender offer.
   Previously, the Company announced that at the Consent Date it had
received the noteholder consents required to enable the elimination of
substantially all restrictive covenants and certain events of default
provisions in the Indenture governing the Notes. In addition, the
Company previously extended the tender offer for the Notes, which is
currently set to expire at 8:00 a.m., New York City time, on September
1, 2006 (the "Expiration Date"), unless further extended or
terminated.
   If the tender offer is again extended for a period longer than
three business days from the current Expiration Date, the Company will
establish a new price determination date, which will be the tenth
business day prior to the new Expiration Date, and the pricing terms
and consideration may change.
   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 or prior press releases, the terms
of the offer are described in the Offer to Purchase, copies of which
may be obtained from Global Bondholder Services, the information agent
for the offer, at 866-795-2200 (U.S. 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 (U.S.
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.

   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 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. 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.