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., AND (solely for purposes of Section 6.19)...Merger Agreement • November 26th, 2018 • TLP Equity Holdings, LLC • 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 • November 26th, 2018 • TLP Equity Holdings, LLC • 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”).
SUPPORT AGREEMENTSupport Agreement • November 26th, 2018 • TLP Equity Holdings, LLC • 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”).
JOINT FILING AGREEMENTJoint Filing Agreement • April 11th, 2016 • TLP Equity Holdings, LLC • Pipe lines (no natural gas)
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13D (including amendments thereto) with respect to the common units representing limited partner interests in TransMontaigne Partners L.P. and that this agreement be included as an Exhibit 99.1 to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.
ARCLIGHT ENERGY PARTNERS FUND VI, L.P. November 25, 2018Equity Purchase Agreement • November 26th, 2018 • TLP Equity Holdings, LLC • Pipe lines (no natural gas) • New York
This letter agreement sets forth the commitment of ArcLight Energy Partners Fund VI, L.P., a Delaware limited partnership (the “Sponsor”), on the terms and subject to the conditions described below, to purchase, or cause the purchase of, the equity of TLP Finance Holdings, LLC, a Delaware limited liability company (“Parent”). It is contemplated that, pursuant to the Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) entered into concurrently herewith by and among Parent, TLP Acquisition Holdings, LLC, a Delaware limited liability company (“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 that is the general partner of the Partnership (the “Partnership GP”) and TLP Equity Holdings, LLC, a Delaware limited liability company, Pa
