0000930661-02-002410 Sample Contracts

TRANSMONTAIGNE INC. FIFTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 27, 2002 FLEET NATIONAL BANK Administrative Agent and Collateral Agent FLEET SECURITIES, INC. WACHOVIA SECURITIES Co-Arrangers and Joint Book Managers WACHOVIA BANK,...
Credit Agreement • July 15th, 2002 • Transmontaigne Inc • Pipe lines (no natural gas)

This Agreement, dated as of June 27, 2002, is among TransMontaigne Inc., a Delaware corporation, the Subsidiaries of TransMontaigne Inc. from time to time party hereto, the Lenders from time to time party hereto, Fleet National Bank, both in its capacity as a Lender and in its capacities as Agent and Collateral Agent for itself and the other Lenders, Wachovia Bank, National Association, both in its capacity as a Lender and in its capacity as Syndication Agent, and BNP Paribas, both in its capacity as a Lender and in its capacity as Documentation Agent.

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PREFERRED STOCK RECAPITALIZATION AGREEMENT
Preferred Stock Recapitalization Agreement • July 15th, 2002 • Transmontaigne Inc • Pipe lines (no natural gas) • New York

This PREFERRED STOCK RECAPITALIZATION AGREEMENT is dated as of June 27, 2002, between TransMontaigne Inc., a Delaware corporation (the “Company”), and the Investor listed on the signature page of this Agreement (the “Investor”).

Contract
Louis Dreyfus Corporation Registration Rights Agreement • July 15th, 2002 • Transmontaigne Inc • Pipe lines (no natural gas) • New York

AMENDED AND RESTATED LOUIS DREYFUS CORPORATION REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of June 27, 2002, between TransMontaigne Inc., a Delaware corporation (the “Company”), and Louis Dreyfus Corporation, a New York corporation (“LDC”).

AMENDED AND RESTATED PREFERRED STOCK INVESTOR REGISTRATION RIGHTS AGREEMENT
Preferred Stock • July 15th, 2002 • Transmontaigne Inc • Pipe lines (no natural gas) • New York

AMENDED AND RESTATED PREFERRED STOCK INVESTOR REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of June 27, 2002, between TransMontaigne Inc., a Delaware corporation (the “Company”), and the entities listed on the signature pages of this Amended and Restated Registration Rights Agreement (the “Preferred Stock Investors”).

AMENDED AND RESTATED INSTITUTIONAL INVESTOR REGISTRATION RIGHTS AGREEMENT
Rights Agreement • July 15th, 2002 • Transmontaigne Inc • Pipe lines (no natural gas) • New York

AMENDED AND RESTATED INSTITUTIONAL INVESTOR REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 27, 2002, by and among TRANSMONTAIGNE INC. (formerly known as TRANSMONTAIGNE OIL COMPANY), a Delaware corporation (the “Company”), and the entities listed on the signature pages hereof (the “Institutional Investors”).

STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • July 15th, 2002 • Transmontaigne Inc • Pipe lines (no natural gas) • New York

This STOCKHOLDERS’ (this “Agreement”) is dated as of June 28, 2002, among TransMontaigne Inc., a Delaware corporation (the “Company”), Cortlandt S. Dietler (“Dietler”), Donald H. Anderson (“Anderson”), Harold R. Logan, Jr. (“Logan”), William S. Dickey (“Dickey”), Randall J. Larson (“Larson”) (the “Key Senior Executives”), and the Investors listed on the signature pages of this Agreement (such purchasers are collectively referred to herein as the “Investor Group” and, individually, as an “Investor.”)

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