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EXHIBIT B
JUNE 27, 2002
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First Reserve Fund VI, Limited Partnership
In care of First Reserve Corporation
0000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxx
Re: Sale of TransMontaigne Inc. Common Stock
Dear Xxx:
As you know, TransMontaigne Inc. (the "Company") is currently
undertaking a financial restructuring. In connection with the restructuring, the
Company desires to repurchase (the "Repurchase") all of the Company's Common
Stock, par value $0.01 per share (the "Common Stock") held by First Reserve Fund
VI, Limited Partnership ("Fund VI"). In furtherance of the Repurchase and for
good and valuable consideration the parties hereto agree as follows:
1. Fund VI agrees to sell to the Company, and the Company agrees to purchase
from Fund VI on the Closing Date (as defined below), 4,130,473 shares of the
Common Stock (the "Shares") for an aggregate purchase price of $20,445,841 (the
"Purchase Price"). No further payment shall be required from the Company for the
Shares.
2. The Closing of the purchase and sale of the Shares by the Company shall take
place at the offices of Cravath, Swaine & Xxxxx, 000 Xxxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000 at 10:00 a.m. New York City time on June 28, 2002 or such other
time and date as shall be mutually agreed to by the parties. Such time and date
are herein referred to as the "Closing Date".
3. At the Closing, Fund VI will deliver to the Company certificates evidencing
4,130,473 shares of Common Stock, and the Company will deliver to Fund VI a
certified or official bank check (or wire transfer) in an amount equal to the
Purchase Price.
4. Each of Fund VI and the Company hereby represents that (a) it has all
requisite power, authority and legal right to execute, deliver, enter into,
consummate the transactions contemplated by and perform its obligations under
this Letter Agreement; (b) its execution, delivery and performance of this
Letter Agreement has been duly authorized by all required corporate and other
actions; (c) it has duly executed and delivered this Letter Agreement, and this
Letter Agreement constitutes its legal, valid and binding obligations,
enforceable against each party in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and
other similar laws relating to the rights of creditors generally from time to
time in effect and to general principles of equity, including without
limitation, concepts of materiality, reasonableness, good faith and fair
dealing, regardless of whether in a proceeding in equity or at law; and (d) the
execution, delivery and performance by it of this Letter Agreement and any of
the transactions contemplated hereby do not and will not (i) violate
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or conflict with any provision of (A) its charter or by-laws, (B) any law, rule,
regulation or order of any federal, state, county, municipal or other
governmental authority, or any judgment, writ, injunction, decree, award or
other action of any court or governmental authority or arbitrator(s), or any
agreement, indenture or other instrument applicable to it or any of its
respective properties, or (C) any agreement or instrument to which it is a party
or by which it is bound, except in the case of subclauses (B) and (C), such
violations or conflicts which would not individually or in the aggregate have a
material adverse effect on the condition of its business.
5. Fund VI represents that it has, or as of the Closing Date will have, good and
valid title to the Shares, free and clear of all liens, charges, claims, pledges
or other encumbrances of any kind.
6. Each party's obligations hereunder are subject to the consummation of the
recapitalization of the certain shares of the Company's Series A Convertible
Preferred Stock, par value $.01 per share (the "Series A Preferred Stock") and
certain of the Warrants, each to purchase three-fifths of one share of Common
Stock pursuant to the Preferred Stock Recapitalization Agreements between each
of the holders of the Series A Preferred Stock and the Company.
7. This Letter Agreement shall be governed by the laws of the State of New York
applicable to contracts performed entirely therein. This Letter Agreement may
not be amended, modified or withdrawn without the consent of each of the parties
hereto.
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Please acknowledge your agreement with the foregoing by executing this
letter below, and returning one copy to the undersigned.
TransMontaigne Inc.
by
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Name:
Title:
First Reserve Fund VI, Limited Partnership
by First Reserve Corporation,
its general partner
by
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Name:
Title:
