EXHIBIT 2.3
AMERADA XXXX CORPORATION
000-000-0000 1 Xxxx Plaza
000-000-0000 (FAX) Xxxxxxxxxx, XX 00000-0000
June 30, 1999
TransMontaigne Inc.
000 Xxxxxxx Xxxxx Xxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000-0000
Dear Sir:
In connection with the acquisition by TransMontaigne Terminaling Inc.
("TransMontaigne") of certain Southeast Pipeline terminal assets from Amerada
Xxxx Corporation ("Hess") as more fully described in the Sale of Assets
Agreement dated as of May 3, 1999 between TransMontaigne and Hess and Amendment
No. 1 dated as of the date hereof (together, the "Asset Agreement")
TransMontaigne and Hess have executed certain bills of sale (the "Bills of
Sale") that indicate that the Inventory (as defined in the Asset Agreement) has
been purchased by TransMontaigne Terminaling Inc. Notwithstanding what is set
forth in the Bills of Sales and in accordance with the Asset Agreement, the
purchaser of the Inventory is TransMontaigne Product Services Inc.
If the foregoing correctly sets for the understanding between us with
respect to the matters described herein, please execute the attached copy of the
letter and return it to us, whereupon it will constitute a binding agreement
between us.
Very truly yours,
AMERADA XXXX CORPORATION
/s/ F. Xxxxx Xxxxx
------------------------
By: F. Xxxxx Xxxxx
Title: Senior Vice President
Accepted and Agreed:
TRANSMONTAIGNE TERMINALING INC.
/s/ Xxxxxxx X. Xxxxx
----------------------------
By: Xxxxxxx X. Xxxxx
Title: Senior Vice President
