FIRST AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED CREDIT FACILITY

Exhibit 10.1

FIRST AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED CREDIT FACILITY

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”).

W I T N E S S E T H :

WHEREAS, the Borrower, the Lenders, and the Agents executed and delivered that certain Amended and Restated Senior Secured Credit Facility dated as of December 22, 2006 (as the same may amended, restated, modified, or supplemented from time to time, the “Credit Agreement”); and

WHEREAS, the Borrower has requested, and the Agent and the Lenders have agreed, subject to the terms and conditions hereof, to certain amendments to the Credit Agreement as set forth herein.

NOW, THEREFORE, for and in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, each of the parties hereto hereby covenant and agree as follows:

1.             Definitions.  Unless otherwise specifically defined herein, each term used herein which is defined in the Credit Agreement shall have the meaning assigned to such term in the Credit Agreement.  Each reference to “hereof,” “hereunder,” “herein,” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement shall from and after the date hereof refer to the Credit Agreement as amended hereby.

2.             Amendment to Section 2.2(c)(ii)(A).  Section 2.2(c)(ii)(A) of the Credit Agreement is hereby deleted and the following substituted in lieu thereof:

(A)          At the Borrower’s written request to the Agent, the Revolving Credit Committed Amount may be increased from time to time and new Term Loan Commitments may be obtained in increments of $5,000,000, up to an additional $100,000,000 in the aggregate, for a maximum amount of Revolving Credit Committed Amounts plus Term Committed Amounts plus outstanding Term Loans of $250,000,000; provided, however, that no such increase or additional commitments shall be effective unless:

3.             Restatement of Representations and Warranties.  Borrower hereby restates and renews each and every representation and warranty heretofore made by it in the Credit Agreement and the other Credit Documents as fully as if made on the date hereof and with

specific reference to this Amendment and all other documents executed and/or delivered in connection herewith, except for those representations which expressly relate to an earlier date.

4.             Effect of Amendment.  Except as set forth expressly hereinabove, all terms of the Credit Agreement and the other Credit Documents shall be and remain in full force and effect, and shall constitute the legal, valid, binding, and enforceable obligations of the Borrower.

5.             No Novation or Mutual Departure.  The Borrower expressly acknowledges and agrees that (i) there has not been, and this Amendment does not constitute or establish, a novation with respect to the Credit Agreement or any of the Credit Documents, or a mutual departure from the strict terms, provisions, and conditions thereof, and (ii) nothing in this Amendment shall affect or limit the Agent’s or the Lender’s right to demand payment of liabilities owing from the Borrower to the Agent and the Lenders under, or to demand strict performance of the terms, provisions and conditions of, the Credit Agreement and the other Credit Documents, to exercise any and all rights, powers and remedies under the Credit Agreement or the other Credit Documents or at law or in equity, or to do any and all of the foregoing, immediately at any time after the occurrence of a Default or an Event of Default under the Credit Agreement or the other Credit Documents.

6.             Ratification.  The Borrower hereby restates, ratifies, and reaffirms each and every term, covenant, and condition set forth in the Credit Agreement and the other Credit Documents to which it is a party effective as of the date hereof.

7.             Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument.

8.             Section References.  Section titles and references used in this Amendment shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreements among the parties hereto evidenced hereby.

9.             No Default.  To induce the Agent and the Lenders to enter into this Amendment and to continue to make advances pursuant to the Credit Agreement (subject to the terms and conditions hereof), the Borrower hereby acknowledges and agrees that, as of the date hereof, and after giving effect to the terms hereof, there exists (i) no Default or Event of Default and (ii) no right of offset, defense, counterclaim, claim, or objection in favor of the Borrower arising out of or with respect to any of the Loans or other obligations of the Borrower owed to the Lenders under the Credit Agreement or any Credit Document.

10.           Further Assurances.  The Borrower agrees to take such further actions as the Agent shall reasonably request in connection herewith to evidence the amendments herein contained.

11.           Governing Law.  This Amendment shall be governed by and construed and interpreted in accordance with the laws of the State of New York.

12.           Conditions Precedent.  This Amendment shall become effective only upon (i) execution and delivery of this Amendment by the Borrower, the Agent, and the Required Lenders and (ii) the Consent and Reaffirmation of the Guarantors at the end hereof, executed and delivered by the Guarantors.

[Signatures on following pages.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by its duly authorized officer as of the day and year first above written.

	BORROWER:
	TRANSMONTAIGNE OPERATING COMPANY L.P.
	By:	TransMontaigne Operating GP L.L.C., its sole
		general partner
		By:	/s/ Xxxxxxxxx X. Xxxxxx
		Name: Xxxxxxxxx X. Xxxxxx
		Title: Senior Vice President

AGENT AND LENDERS:		WACHOVIA BANK,
		NATIONAL ASSOCIATION,
		as Agent and as a Lender
		By:	/s/ illegible
		Name:
		Title:

	BANK OF AMERICA, N.A.,
	as a Syndication Agent and a Lender
	By:	/s/ Xxxxxxx X. Xxxxxxxx
		Name:		Xxxxxxx X. Xxxxxxxx
		Title:	Managing Director

	JPMORGAN CHASE BANK, N.A.,
	as a Syndication Agent and a Lender
	By:	/s/ Xxxx Xxxxxxxxx
		Name:		Xxxx Xxxxxxxxx
		Title:	Associate

	BNP PARIBAS, as a Documentation Agent and a Lender
	By:	/s/ Xxxxxx Xxxxx
		Name:		Xxxxxx Xxxxx
		Title:	Director
	By:	/s/ Xxxxxx Xxxxxxx
		Name:		Xxxxxx Xxxxxxx
		Title:	Vice President

	SOCIÉTÉ GÉNÉRALE, NEW YORK BRANCH,
	as a Documentation Agent and a Lender
	By:	/s/ Xxxxxxx Xxxxxxxx
		Name:		Xxxxxxx Xxxxxxxx
		Title:	Managing Director
	By:	/s/ Xxxxx-Xxxx Oh
		Name:		Xxxxx-Xxxx Oh
		Title:	Vice President

	XXXXX FARGO BANK, N.A.,
	as a Lender
	By:	/s/ Xxxxxx Xxxx
		Name:		Xxxxxx Xxxx
		Title:	Vice President

	U.S. BANK NATIONAL ASSOCIATION,
	as a Lender
	By:	/s/ Xxxxx X. Xxxxxxx
		Name:		Xxxxx X. Xxxxxxx
		Title:	Vice President

	XXXXXXX XXXXX CAPITAL, a division of
	Xxxxxxx Xxxxx Business Financial Services Inc.,
	as a Lender
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name:		Xxxxxxx X. Xxxxxx
		Title:	Vice President

	AMEGY BANK NATIONAL ASSOCIATION,
	as a Lender
	By:	/s/ Xxxxx X. Xxxxxxxx
		Name:		Xxxxx X. Xxxxxxxx
		Title:	Banking Officer

	BMO CAPITAL MARKETS FINANCING, INC.,
	as a Lender
	By:	/s/ Xxxxx Xxxxxxx
		Name:		Xxxxx Xxxxxxx
		Title:	Vice President

	SUNTRUST BANK,
	as a Lender
	By:	/s/ Xxxxx Xxxx
		Name:		Xxxxx Xxxx
		Title:	Managing Director

	UNION BANK OF CALIFORNIA, N.A., as a Lender
	By:	/s/ Xxxx Xxxxxx
		Name:		Xxxx Xxxxxx
		Title:	Vice President

	COMERICA BANK, as a Lender
	By:	/s/ Xxxxxxx X. Purchase
		Name:		Xxxxxxx X. Purchase
		Title:	Vice President

	NATIONAL CITY BANK, as a Lender
	By:	/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:	Vice President

	NATIXIS, as a Lender
	By:	/s/ Xxxxxxx X. Xxxxxxxxx
		Name:			Xxxxxxx X. Xxxxxxxxx
		Title:	Managing Director
	By:	/s/ Xxxxxx Xxxxx
		Name:			Xxxxxx Xxxxx
		Title:		Director

	UBS LOAN FINANCE LLC, as a Lender
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name:		Xxxxxxx X. Xxxxxx
		Title:	Director
	By:	/s/ Xxxx X. Xxxxx
		Name:		Xxxx X. Xxxxx
		Title:	Associate Director

	CATERPILLAR FINANCIAL SERVICES CORPORATION, as a Lender
	By:	/s/ Xxxxxxx X. Xxxx
		Name:		Xxxxxxx X. Xxxx
		Title:	Syndications Region Manager

CONSENT AND REAFFIRMATION OF GUARANTORS

Each of the undersigned (i) acknowledges receipt of the foregoing First Amendment to Amended and Restated Senior Secured Credit Facility (the “Amendment”), (ii) consents to the execution and delivery of the Amendment by the parties thereto, and (iii) reaffirms all of its obligations and covenants under that certain Full Recourse Guaranty Agreement dated as of May 27, 2005, or the certain Limited Recourse Guaranty Agreement dated as of December 29, 2006, as applicable, executed by it, or later joined by it, and agrees that none of such obligations and covenants shall be affected by the execution and delivery of the Amendment.  This Consent and Reaffirmation may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument.

July  12, 2007:

	FULL RECOURSE GUARANTORS:
	COASTAL TERMINALS L.L.C., a Delaware limited liability company
	By:	/s/ Xxxxxxx X. Xxxxxx
	Name: Xxxxxxx X. Xxxxxx
	Title: President and Chief Operating Officer
	RAZORBACK L.L.C.,
	a Delaware limited liability company
	By:	/s/ Xxxxxxx X. Xxxxxx
	Name: Xxxxxxx X. Xxxxxx
	Title: President and Chief Operating Officer
	TPSI TERMINALS L.L.C.,
	a Delaware limited liability company
	By:	/s/ Xxxxxxx X. Xxxxxx
	Name: Xxxxxxx X. Xxxxxx
	Title: President and Chief Operating Officer

	TLP FINANCE CORP.,
	a Delaware corporation
	By:	/s/ Xxxxxxx X. Xxxxxx
	Name: Xxxxxxx X. Xxxxxx
	Title: President and Chief Operating Officer

	TLP OPERATING FINANCE CORP.,
	a Delaware corporation
	By:	/s/ Xxxxxxx X. Xxxxxx
	Name: Xxxxxxx X. Xxxxxx
	Title: President and Chief Operating Officer

	LIMITED RECOURSE GUARANTOR:
	TRANSMONTAIGNE PARTNERS L.P.,
	By:	TransMontaigne GP L.L.C.,
		its sole general partner
		By:	/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title: President and Chief Operating Officer