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Exhibit 4
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Agreement re Share Issuance
WHEREAS, Xxxxx Xxxxxxx Corporation ("LDC") and
TransMontaigne Inc. ("TM") entered into a Stock Purchase Agreement
dated as of September 13, 1998 (the "Agreement") for the sale of all
outstanding shares of Xxxxx Xxxxxxx Energy Corp. ("LDEC") by LDC to TM;
WHEREAS, the Agreement contemplates that part of the purchase price
paid by TM would be in the form of shares of TM (the "Shares");
WHEREAS, pursuant to the Agreement, in which LDC is defined as
"Seller," TM is required to deliver such Shares to LDC at the Closing
"registered in the name of the Seller or its designee";
WHEREAS, LDC requested that 148,920 Shares (the "Designee Shares")
be registered in the name of Xxxxx Xxxxxxx Holding Company Inc. ("LDHC") as its
designee;
WHEREAS, all Shares to be delivered to LDC at the Closing were
inadvertently registered in the name of LDHC rather than solely the Designee
Shares, with the remainder in LDC's name; and
WHEREAS, LDC is willing to complete the scheduled Closing in spite
of this error upon the parties' recognition thereof as expressed in this
Agreement;
NOW, THEREFORE, the undersigned parties hereto hereby agree that LDC
is the direct owner of all outstanding shares of LDEC and, absent any
designation by LDC pursuant to the Agreement, is the sole party entitled to
receive and intended by the parties to receive the Buyer Shares (as defined in
the Agreement) other than the Designee Shares (as to which such a designation
has been made, as stated above), and LDC shall be deemed the recipient of the
Shares upon the Closing, it being understood by the parties that LDHC will be in
registered receipt of the Shares solely as nominee for LDC and without any other
interest of its own in the Shares other than as LDC's parent, and LDHC may
promptly transfer such Shares (other than the Designee Shares) to LDC.
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TRANSMONTAIGNE INC.
By_____________________
XXXXX XXXXXXX CORPORATION
By____________________________
XXXXX XXXXXXX HOLDING COMPANY INC.
By______________________________________
Date: October 30, 1998