FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TRANSMONTAIGNE PARTNERS L.P.Limited Partnership Agreement • September 13th, 2005 • TransMontaigne Partners L.P. • Pipe lines (no natural gas) • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TRANSMONTAIGNE PARTNERS L.P. dated as of May 27, 2005, is entered into by and among TransMontaigne GP L.L.C., a Delaware limited liability company, as the General Partner, TransMontaigne Product Services Inc., a Delaware corporation, as the Organizational Limited Partner, Coastal Fuels Marketing, Inc., a Florida corporation, and MSDW Bondbook Ventures Inc., a Delaware corporation, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
ContractCredit Agreement • October 30th, 2024 • TransMontaigne Partners LLC • Pipe lines (no natural gas) • New York
This AMENDMENT NO. 3, dated as of October 28, 2024 (this “Amendment”), to the Credit Agreement dated as of November 17, 2021 (as amended by Amendment No. 1 to the Credit Agreement, dated as of June 9, 2023, and Amendment No. 2 to the Credit Agreement, dated as of April 15, 2024), among TRANSMONTAIGNE OPERATING COMPANY L.P., a Delaware limited partnership (the “Borrower”), TRANSMONTAIGNE PARTNERS LLC, a Delaware limited liability company (the “Parent”), the lenders and issuing banks from time to time party thereto, the Swingline Lender and BARCLAYS BANK PLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent for the Secured Parties (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”), is made by and among the Parent, the Borrower, the Administrative Agent and the Signatory Lenders (as defined below) party hereto.
AGREEMENT AND PLAN OF MERGER DATED AS OF NOVEMBER 25, 2018 BY AND AMONG TLP FINANCE HOLDINGS, LLC, TLP ACQUISITION HOLDINGS, LLC, TLP MERGER SUB, LLC, TRANSMONTAIGNE PARTNERS L.P., TRANSMONTAIGNE GP L.L.C., ANDMerger Agreement • November 26th, 2018 • TransMontaigne Partners L.P. • Pipe lines (no natural gas) • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of November 25, 2018 (this “Agreement”), is by and among TLP Finance Holdings, LLC, a Delaware limited liability company and sole member of Merger Sub (“Parent”), TLP Acquisition Holdings, LLC, a Delaware limited liability company that is the sole member of Parent and the Partnership GP (“TLP Holdings”), TLP Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), TransMontaigne Partners L.P., a Delaware limited partnership (the “Partnership”), TransMontaigne GP L.L.C., a Delaware limited liability company (the “Partnership GP”) and, solely for the purposes of Section 6.19, TLP Equity Holdings, LLC, a Delaware limited liability company and an Affiliate of each of Parent and TLP Holdings (“Equity Holdings”). Each of Parent, TLP Holdings, Merger Sub, the Partnership and the Partnership GP are referred to herein as a “Party” and together as “Parties.” Certain capitalized terms used in this Agreement are defined in Article I.
SENIOR SECURED CREDIT FACILITY Dated as of November 25, 2018 among TLP FINANCE HOLDINGS, LLC, as Borrower, TLP ACQUISITION HOLDINGS, LLC, as Holdings, and EACH OF THE FINANCIAL INSTITUTIONS INITIALLY A SIGNATORY HERETO, TOGETHER WITH THOSE ASSIGNEES...Senior Secured Credit Facility • December 17th, 2018 • TransMontaigne Partners L.P. • Pipe lines (no natural gas) • New York
THIS SENIOR SECURED CREDIT FACILITY is entered into as of November 25, 2018, among TLP Finance Holdings, LLC, a Delaware limited liability company (the “Borrower”), TLP Acquisition Holdings, LLC, a Delaware limited liability company (“Holdings”), and each of the financial institutions identified as Lenders on the signature pages hereto (together with each of their successors and assigns, referred to individually as a “Lender” and, collectively, as the “Lenders”).
TRANSMONTAIGNE PARTNERS L.P. 1,450,000 COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS UNDERWRITING AGREEMENT July 19, 2013Underwriting Agreement • July 24th, 2013 • TransMontaigne Partners L.P. • Pipe lines (no natural gas) • New York
gift, or (d) dispositions of Common Units or any security convertible into Common Units to any trust for the direct or indirect benefit of the undersigned and/or the immediate family of the undersigned, (e) pledges existing as of July 19, 2013 relating to the Common Units or the TSI Units or (f) sales or deemed sales of the Common Units to an affiliate of the Partnership (x) for the purpose of satisfying tax liabilities of the undersigned or (y) arising from the election of the undersigned to receive cash in lieu of Common Units, in each case, associated with the vesting of awards under the Partnership’s long-term incentive compensation plan or the savings and retention plan adopted by TransMontaigne Services Inc., in each case, as such plans may be amended, modified, extended or restated from time to time. For purposes of this paragraph, “immediate family” shall mean the undersigned and the spouse, any lineal descendant, father, mother, brother or sister of the undersigned; provided t
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 8th, 2017 • TransMontaigne Partners L.P. • Pipe lines (no natural gas) • Texas
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) dated as of November 2, 2017 (the “Effective Date”), is made and entered into by and between Plains Products Terminals LLC, a Delaware limited liability company (“Seller”), and TransMontaigne Operating Company L.P., a Delaware limited partnership (“Buyer”). Seller and Buyer shall collectively be referred to herein as the “Parties” and each, a “Party.”
AMENDMENT NO. 9 TO TERMINALING SERVICES AGREEMENT - SOUTHEAST AND COLLINS/PURVISTerminaling Services Agreement • March 3rd, 2016 • TransMontaigne Partners L.P. • Pipe lines (no natural gas) • Delaware
THIS AMENDMENT NO. 9 TO TERMINALING SERVICES AGREEMENT — SOUTHEAST AND COLLINS/PURVIS (this “Ninth Amendment”) is made and entered into as of March 1, 2016 by and among TRANSMONTAIGNE PARTNERS L.P., a Delaware limited partnership, on behalf of itself and its Affiliates (“Owner”), and NGL ENERGY PARTNERS LP, a Delaware limited partnership (“Customer”). Owner and Customer are sometimes referred to herein collectively as the “Parties” and individually as a “Party.”
SEVENTH AMENDMENT TO TERMINALING SERVICES AGREEMENT — SOUTHEAST AND COLLINS/PURVISTerminaling Services Agreement • December 23rd, 2013 • TransMontaigne Partners L.P. • Pipe lines (no natural gas)
THIS SEVENTH AMENDMENT TO TERMINALING SERVICES AGREEMENT — SOUTHEAST AND COLLINS/PURVIS (this “Seventh Amendment”) dated as of December 20, 2013 (the “Effective Date”) is entered into by and between TransMontaigne Partners L.P. on behalf of itself and its Affiliates (“Owner”) and Morgan Stanley Capital Group Inc. (“Customer”), each sometimes referred to herein each as a “Party” and, collectively, as the “Parties.”
OMNIBUS AGREEMENT among TRANSMONTAIGNE INC. TRANSMONTAIGNE GP L.L.C. TRANSMONTAIGNE PARTNERS L.P. TRANSMONTAIGNE OPERATING GP L.L.C. and TRANSMONTAIGNE OPERATING COMPANY L.P.Omnibus Agreement • May 13th, 2005 • TransMontaigne Partners L.P. • Pipe lines (no natural gas)
THIS OMNIBUS AGREEMENT ("Agreement") is entered into on, and effective as of, the Closing Date (as defined herein), and is by and among TransMontaigne Inc., a Delaware corporation ("TMG"), TransMontaigne GP L.L.C., a Delaware limited liability company (the "General Partner"), TransMontaigne Partners L.P., a Delaware limited partnership (the "Partnership"), TransMontaigne Operating GP L.L.C., a Delaware limited liability company (the "OLP GP"), and TransMontaigne Operating Company L.P., a Delaware limited partnership (the "Operating Partnership"). The above- named entities are sometimes referred to in this Agreement each as a "Party" and collectively as the "Parties."
THIRD AMENDED AND RESTATED OMNIBUS AGREEMENT among TRANSMONTAIGNE GP L.L.C. TRANSMONTAIGNE PARTNERS L.P. TRANSMONTAIGNE OPERATING GP L.L.C. TRANSMONTAIGNE OPERATING COMPANY L.P. and TLP MANAGEMENT SERVICES LLCOmnibus Agreement • May 9th, 2018 • TransMontaigne Partners L.P. • Pipe lines (no natural gas) • Delaware
THIS THIRD AMENDED AND RESTATED OMNIBUS AGREEMENT (“Restated Agreement”) dated as of May 7, 2018 (the “Effective Date”), is entered into by and among TransMontaigne GP L.L.C., a Delaware limited liability company (the “General Partner”), TransMontaigne Partners L.P., a Delaware limited partnership (the “Partnership”), TransMontaigne Operating GP L.L.C., a Delaware limited liability company (the “OLP GP”), TransMontaigne Operating Company L.P., a Delaware limited partnership (the “Operating Partnership”), and TLP Management Services LLC, a Delaware limited liability company (“TLP Management Services”). The above-named entities are sometimes referred to in this Restated Agreement each as a “Party” and collectively as the “Parties.”
NON-EMPLOYEE DIRECTOR AWARD AGREEMENTNon-Employee Director Award Agreement • March 10th, 2016 • TransMontaigne Partners L.P. • Pipe lines (no natural gas) • Colorado
This Award Agreement (“Agreement”) is made and entered into between TLP Services LLC (the “Company”) and __________ (the “Grantee”), a Director of TransMontaigne GP L.L.C. (the “General Partner”), regarding an award (“Award”) of _____ Interests (as defined in Section 3 below) granted to the Grantee on __________, 20__ (the “Grant Date”) pursuant to the 2016 Long-Term Incentive Plan (the “Plan”), such number of Interests being subject to adjustment as provided in the Plan, and further subject to the following terms and conditions:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 13th, 2005 • TransMontaigne Partners L.P. • Pipe lines (no natural gas) • New York
This Agreement is made in connection with the Closing of the issuance and sale of the Purchased Units pursuant to the Subordinated Unit Purchase Agreement, dated as of the date hereof, by and between TLP and the Purchaser (the "Purchase Agreement"). TLP has agreed to provide the registration and other rights set forth in this Agreement for the benefit of the Purchaser pursuant to the terms of the Purchase Agreement. In consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party hereto, the parties hereby agree as follows:
TERMINALING AND TRANSPORTATION SERVICES AGREEMENTTerminaling and Transportation Services Agreement • May 13th, 2005 • TransMontaigne Partners L.P. • Pipe lines (no natural gas) • Colorado
This Terminaling and Transportation Services Agreement ("Agreement") entered into this day of May, 2005 ("Effective Date") is made by and between TransMontaigne Partners L.P. on behalf of itself and its Affiliates ("Owner"), and TransMontaigne Product Services Inc. and Coastal Fuels Marketing, Inc., ("Customer"), sometimes referred to individually as "Party" and collectively as "Parties". In consideration of the mutual promises contained in this Agreement, the Parties agree to the following terms and conditions.
CONFIDENTIAL TREATMENT REQUESTED BY TRANSMONTAIGNE PARTNERS L.P. TERMINALING SERVICES AGREEMENT—Florida and MidwestTerminaling Services Agreement • August 9th, 2007 • TransMontaigne Partners L.P. • Pipe lines (no natural gas) • New York
This Terminaling Services Agreement-Florida and Midwest (this "Agreement") is made and entered into this first (1st) day of June, 2007 (the "Effective Date") by and between TransMontaigne Partners L.P. on behalf of itself and its Affiliates ("Owner"), and Morgan Stanley Capital Group Inc. ("Customer"), each sometimes referred to individually as a "Party" and, collectively, as the "Parties".
SUBORDINATED UNIT PURCHASE AGREEMENTSubordinated Unit Purchase Agreement • September 13th, 2005 • TransMontaigne Partners L.P. • Pipe lines (no natural gas) • New York
SUBORDINATED UNIT PURCHASE AGREEMENT, dated as of May 24, 2005 (this "Agreement"), by and between TRANSMONTAIGNE PARTNERS L.P. ("TLP") and MSDW Bondbook Ventures Inc., (the "Purchaser").
SIXTH AMENDMENT TO TERMINALING SERVICES AGREEMENT — SOUTHEAST AND COLLINS/PURVISTerminaling Services Agreement • July 17th, 2013 • TransMontaigne Partners L.P. • Pipe lines (no natural gas)
THIS SIXTH AMENDMENT TO TERMINALING SERVICES AGREEMENT — SOUTHEAST AND COLLINS/PURVIS (this “Sixth Amendment”) dated as of July 16, 2013 (the “Effective Date”) is entered into by and between TransMontaigne Partners L.P. on behalf of itself and its Affiliates (“Owner”) and Morgan Stanley Capital Group Inc. (“Customer”), each sometimes referred to herein each as a “Party” and, collectively, as the “Parties.”
SUPPORT AGREEMENTSupport Agreement • November 26th, 2018 • TransMontaigne Partners L.P. • Pipe lines (no natural gas) • Delaware
THIS SUPPORT AGREEMENT, dated as of November 25, 2018 (this “Agreement”), is entered into by and among TransMontaigne Partners L.P. (the “Partnership”), TLP Acquisition Holdings, LLC, a Delaware limited liability company (“TLP Holdings”), and TLP Equity Holdings, LLC, a Delaware limited liability company (“Equity Holdings”).
LIMITED GUARANTEELimited Guarantee • December 17th, 2018 • TransMontaigne Partners L.P. • Pipe lines (no natural gas) • New York
This LIMITED GUARANTEE, dated as of November 25, 2018 (this “Limited Guarantee”), by Pike Petroleum Holdings, LLC, a Delaware limited liability company (the “Guarantor”), in favor of TransMontaigne Partners L.P., a Delaware limited partnership (the “Guaranteed Party”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement (defined below).
AMENDMENT TENTH TO TERMINALING SERVICES AGREEMENT – SOUTHEAST AND COLLINS/PURVISTerminaling Services Agreement • March 13th, 2020 • TransMontaigne Partners LLC • Pipe lines (no natural gas) • Delaware
THIS TENTH AMENDMENT TO TERMINALING SERVICES AGREEMENT – SOUTHEAST AND COLLINS/PURVIS (this “Tenth Amendment”) is effective as of June 1, 2019 by and between TRANSMONTAIGNE PARTNERS LLC, a Delaware limited liability company, on behalf of itself and its Affiliates (“Owner”), and NGL ENERGY PARTNERS LP, a Delaware limited partnership (“Customer”). Owner and Customer are sometimes referred to herein collectively as the “Parties” and individually as a “Party.”
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TRANSMONTAIGNE GP L.L.C. A Delaware Limited Liability CompanyLimited Liability Company Agreement • May 25th, 2005 • TransMontaigne Partners L.P. • Pipe lines (no natural gas) • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT OF TRANSMONTAIGNE GP L.L.C. (this "Agreement"), dated as of May 6, 2005, is adopted, executed, and agreed to by the sole Member (as defined below).
PURCHASE AGREEMENT by and between TRANSMONTAIGNE OPERATING COMPANY L.P. AND KINDER MORGAN BATTLEGROUND OIL LLC December 20, 2012Purchase Agreement • December 20th, 2012 • TransMontaigne Partners L.P. • Pipe lines (no natural gas) • New York
This Purchase Agreement (this “Agreement”), dated as of December 20, 2012, is entered into by and between TransMontaigne Operating Company L.P., a Delaware limited partnership (“TransMontaigne”) and Kinder Morgan Battleground Oil LLC, a Delaware limited liability company (“Kinder Morgan”). Individually, each of TransMontaigne and Kinder Morgan is referred to as a “Party” and, collectively they are referred to as the “Parties.”
CONFIDENTIAL TREATMENT REQUESTED BY TRANSMONTAIGNE PARTNERS L.P. TERMINALING SERVICES AGREEMENT — Southeast and Collins/PurvisTerminaling Services Agreement • March 10th, 2008 • TransMontaigne Partners L.P. • Pipe lines (no natural gas) • New York
This Terminaling Services Agreement-Southeast and Collins/Purvis (this “Agreement”) is made and entered into this first (1st) day of January, 2008 (the “Effective Date”) by and between TransMontaigne Partners L.P. on behalf of itself and its Affiliates (“Owner”), and Morgan Stanley Capital Group Inc. (“Customer”), each sometimes referred to individually as a “Party” and, collectively, as the “Parties”.
RIGHT OF FIRST OFFER AGREEMENTRight of First Offer Agreement • August 9th, 2017 • TransMontaigne Partners L.P. • Pipe lines (no natural gas) • New York
This RIGHT OF FIRST OFFER AGREEMENT (this “Agreement”) is dated as of August 4, 2017, and is by and between Pike West Coast Holdings, LLC, a Delaware limited liability company (“Pike”), and TransMontaigne Partners L.P., a Delaware limited partnership (“TLP”). Pike and TLP are sometimes referred to individually as a “Party” and collectively as the “Parties.”
FACILITIES SALE AGREEMENTFacilities Sale Agreement • January 6th, 2006 • TransMontaigne Partners L.P. • Pipe lines (no natural gas) • Colorado
THIS FACILITIES SALE AGREEMENT (the “Agreement”) dated as of December 30, 2005, is by and between Radcliff/Economy Marine Services, Inc., an Alabama corporation and an indirect wholly-owned subsidiary of TransMontaigne Inc. (the “Seller”) and TransMontaigne Partners L.P., a Delaware limited partnership (the “Buyer”), with Seller and Buyer being individually referred to as “Party” and collectively referred to as the “Parties.”
TRANSMONTAIGNE SERVICES INC. LONG-TERM INCENTIVE PLAN EMPLOYEE AWARD AGREEMENTEmployee Award Agreement • April 6th, 2006 • TransMontaigne Partners L.P. • Pipe lines (no natural gas) • Colorado
This Award Agreement (“Agreement”) is made and entered into between TransMontaigne Services Inc. (the “Company”) and (the “Grantee”), an employee of the Company or its Affiliates, regarding an award (“Award”) of Interests (as defined in Section 3 below) granted to the Grantee on March 31, 2006 (the “Grant Date”) pursuant to the TransMontaigne Services Inc. Long-Term Incentive Plan (the “Plan”), such number of Interests being subject to adjustment as provided in the Plan, and further subject to the following terms and conditions:
TRANSMONTAIGNE SERVICES INC. LONG-TERM INCENTIVE PLAN NON-EMPLOYEE DIRECTOR RESTRICTED UNIT AGREEMENTRestricted Unit Agreement • May 24th, 2005 • TransMontaigne Partners L.P. • Pipe lines (no natural gas) • Colorado
This Restricted Unit Agreement ("Agreement") between TransMontaigne Services Inc. (the "Company") and (the "Grantee"), a Non-Employee Director of the General Partner, regarding an award ("Award") of Units (as defined in the TransMontaigne Services Inc. Long-Term Incentive Plan (the "Plan")) granted to the Grantee on (the "Grant Date"), such number of Units subject to adjustment as provided in the Plan, and further subject to the following terms and conditions:
TRANSMONTAIGNE PARTNERS L.P., TLP FINANCE CORP. AND EACH OF THE GUARANTORS PARTY HERETO 6.125% SENIOR NOTES DUE 2026First Supplemental Indenture • February 12th, 2018 • TransMontaigne Partners L.P. • Pipe lines (no natural gas) • New York
This First Supplemental Indenture, dated as of February 12, 2018 (the “First Supplemental Indenture”), is among TransMontaigne Partners L.P., a Delaware limited partnership (“TransMontaigne Partners”), TLP Finance Corp., a Delaware corporation (“Finance Corp.” and, together with TransMontaigne Partners, the “Issuers”), the subsidiary guarantors listed on the signature pages hereof (each, a “Guarantor” and collectively, the “Guarantors”) and U.S. Bank National Association, a national banking association, as trustee under the Indenture, dated as of February 12, 2018, among the Issuers and the Trustee (the “Base Indenture” and, as amended and supplemented by this First Supplemental Indenture in respect of the Notes (as herein defined) and otherwise amended and supplemented from time to time, the “Indenture”).
TRANSMONTAIGNE SERVICES INC. LONG-TERM INCENTIVE PLANNon-Employee Director Award Agreement • March 12th, 2015 • TransMontaigne Partners L.P. • Pipe lines (no natural gas) • Colorado
This Award Agreement (“Agreement”) is made and entered into between TransMontaigne Services Inc. (the “Company”) and ________________ (the “Grantee”), a Non-Employee Director of the General Partner, regarding an award (“Award”) of _____ Interests (as defined in Section 3 below) granted to the Grantee on ________, ____ (the “Grant Date”) pursuant to the TransMontaigne Services Inc. Long-Term Incentive Plan (the “Plan”), such number of Interests being subject to adjustment as provided in the Plan, and further subject to the following terms and conditions:
SECOND AMENDED AND RESTATED OMNIBUS AGREEMENT among GULF TLP HOLDINGS, LLC TRANSMONTAIGNE GP L.L.C. TRANSMONTAIGNE PARTNERS L.P. TRANSMONTAIGNE OPERATING GP L.L.C. TRANSMONTAIGNE OPERATING COMPANY L.P. and TLP MANAGEMENT SERVICES LLCOmnibus Agreement • March 3rd, 2016 • TransMontaigne Partners L.P. • Pipe lines (no natural gas) • Delaware
THIS SECOND AMENDED AND RESTATED OMNIBUS AGREEMENT (“Restated Agreement”) dated as of March 1, 2016, but effective for all purposes as of February 1, 2016 (the “Effective Date”), is entered into by and among Gulf TLP Holdings, LLC, a Delaware limited liability company (“Gulf”), TransMontaigne GP L.L.C., a Delaware limited liability company (the “General Partner”), TransMontaigne Partners L.P., a Delaware limited partnership (the “Partnership”), TransMontaigne Operating GP L.L.C., a Delaware limited liability company (the “OLP GP”), TransMontaigne Operating Company L.P., a Delaware limited partnership (the “Operating Partnership”), and TLP Management Services LLC, a Delaware limited liability company (“TLP Management Services”). The above-named entities are sometimes referred to in this Restated Agreement each as a “Party” and collectively as the “Parties.”
INCREASED COMMITMENT SUPPLEMENTIncreased Commitment Supplement • July 18th, 2007 • TransMontaigne Partners L.P. • Pipe lines (no natural gas) • New York
This INCREASED COMMITMENT SUPPLEMENT (this “Supplement”) is dated as of July 12, 2007 (the “Supplement Effective Date”), and entered into by and among TransMontaigne Operating Company L.P., a Delaware limited partnership (the “Borrower”), each of the other financial institutions which is a signatory hereto (the “Lenders”), Wachovia Bank, National Association, as administrative agent for itself and the Lenders (in such capacity, together with its successors in such capacity, the “Agent”), and is made with reference to that certain Amended and Restated Senior Secured Credit Facility dated as of December 22, 2006, as amended by that certain First Amendment to Amended and Restated Senior Secured Credit Facility dated as of the date hereof (as amended, restated, modified, or supplemented from time to time, the “Credit Agreement”), by and among the Borrower, certain lenders, and the Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in th
AMENDED AND RESTATED OMNIBUS AGREEMENTOmnibus Agreement • August 6th, 2015 • TransMontaigne Partners L.P. • Pipe lines (no natural gas)
THIS THIRD AMENDMENT TO AMENDED AND RESTATED OMNIBUS AGREEMENT (“Third Amendment”), dated as of June 16, 2015 (the “Effective Date”) is entered into by and among TransMontaigne LLC., a Delaware limited liability company and formerly known as TransMontaigne Inc. (“TMG”), TransMontaigne GP L.L.C., a Delaware limited liability company (the “General Partner”), TransMontaigne Partners L.P., a Delaware limited partnership (the “Partnership”), TransMontaigne Operating GP L.L.C., a Delaware limited liability company (the “OLP GP”), and TransMontaigne Operating Company L.P., a Delaware limited partnership (the “Operating Partnership”). The above-named entities are sometimes referred to in this Third Amendment each as a “Party” and collectively as the “Parties.”
TRANSMONTAIGNE SERVICES INC. LONG-TERM INCENTIVE PLAN NON-EMPLOYEE DIRECTOR AWARD AGREEMENTNon-Employee Director Award Agreement • April 6th, 2006 • TransMontaigne Partners L.P. • Pipe lines (no natural gas) • Colorado
This Award Agreement (“Agreement”) is made and entered into between TransMontaigne Services Inc. (the “Company”) and (the “Grantee”), a Non-Employee Director of the General Partner, regarding an award (“Award”) of Interests (as defined in Section 3 below) granted to the Grantee on , 2006 (the “Grant Date”) pursuant to the TransMontaigne Services Inc. Long-Term Incentive Plan (the “Plan”), such number of Interests being subject to adjustment as provided in the Plan, and further subject to the following terms and conditions:
THIRD AMENDMENT TO OMNIBUS AGREEMENT among TRANSMONTAIGNE INC. TRANSMONTAIGNE GP L.L.C. TRANSMONTAIGNE PARTNERS L.P. TRANSMONTAIGNE OPERATING GP L.L.C. and TRANSMONTAIGNE OPERATING COMPANY L.P.Omnibus Agreement • January 5th, 2007 • TransMontaigne Partners L.P. • Pipe lines (no natural gas)
THIS THIRD AMENDMENT TO OMNIBUS AGREEMENT (“Third Amendment”) dated as of December 29, 2006, but effective for all purposes as of January 1, 2007 (the “Effective Date”) is entered into by and among TransMontaigne Inc., a Delaware corporation (“TMG”), TransMontaigne GP L.L.C., a Delaware limited liability company (the “General Partner”), TransMontaigne Partners L.P., a Delaware limited partnership (the “Partnership”), TransMontaigne Operating GP L.L.C., a Delaware limited liability company (the “OLP GP”), and TransMontaigne Operating Company L.P., a Delaware limited partnership (the “Operating Partnership”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED OMNIBUS AGREEMENT among TRANSMONTAIGNE INC. TRANSMONTAIGNE GP L.L.C. TRANSMONTAIGNE PARTNERS L.P. TRANSMONTAIGNE OPERATING GP L.L.C. and TRANSMONTAIGNE OPERATING COMPANY L.P.Omnibus Agreement • March 10th, 2008 • TransMontaigne Partners L.P. • Pipe lines (no natural gas)
THIS AMENDED AND RESTATED OMNIBUS AGREEMENT (“Restated Agreement”) dated as of December 31, 2007, but effective for all purposes as of January 1, 2008 (the “Effective Date”) is entered into by and among TransMontaigne Inc., a Delaware corporation (“TMG”), TransMontaigne GP L.L.C., a Delaware limited liability company (the “General Partner”), TransMontaigne Partners L.P., a Delaware limited partnership (the “Partnership”), TransMontaigne Operating GP L.L.C., a Delaware limited liability company (the “OLP GP”), and TransMontaigne Operating Company L.P., a Delaware limited partnership (the “Operating Partnership”). The above-named entities are sometimes referred to in this Restated Agreement each as a “Party” and collectively as the “Parties.”
FIRST AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED CREDIT FACILITYSenior Secured Credit Facility • July 18th, 2007 • TransMontaigne Partners L.P. • Pipe lines (no natural gas) • New York
THIS FIRST AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED CREDIT FACILITY (this “Amendment”) is dated as of July 12, 2007, among TRANSMONTAIGNE OPERATING COMPANY L.P. (the “Borrower”), each of the financial institutions party from time to time to the Credit Agreement (as defined below)(collectively, the “Lenders”), WACHOVIA BANK, NATIONAL ASSOCIATION, as the administrative agent (the “Agent”), BANK OF AMERICA, N.A., and JPMORGAN CHASE BANK, N.A., as the Syndication Agents, BNP PARIBAS and SOCIÉTÉ GÉNÉRALE, NEW YORK BRANCH, as the Documentation Agents (the Agent, the Syndication Agents, and the Documentation Agents, collectively, the “Agents”).
