TransMontaigne Partners L.P. Sample Contracts

TransMontaigne Partners LLC – State of Delaware Secretary of State Division of Corporations Delivered 03:14PM 02n6/2019 FILED 03:14PM 02n6/2019 SR 20191429195 - File Number 3898774 CERTIFICATE OF MERGER MERGING TRANSMONTAIGNE GP L.L.C. a Delaware limited liability company WITH AND INTO TRANSMONTAIGNE PARTNERS LLC a Delaware limited liability company Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Company Act, the undersigned hereby certifies the following as ofFebruary 26, 2019: FIRST: LLC. The name of the surviving limited liability company is TransMontaigne Partners SECOND: The name of the limited l (February 28th, 2019)

IN WITNESS WHEREOF, said surviving limited liability company has caused this certificate to be signed by an authorized officer as of the date first set forth above.

TransMontaigne Partners LLC – SECOND AMENDMENT TO THIRD AMENDED AND RESTATED SENIOR SECURED CREDIT FACILITY (February 28th, 2019)

THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED SENIOR SECURED CREDIT FACILITY (this “Agreement”) is dated as of February 26, 2019, among TRANSMONTAIGNE OPERATING COMPANY L.P. (the “Borrower”), each of the Lenders (as defined below) party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders (the “Agent”).

TransMontaigne Partners LLC – AGREEMENT AND PLAN OF MERGER (February 28th, 2019)

THIS AGREEMENT OF MERGER, dated as of February 26, 2019 (this “Agreement”), is entered into by and between TransMontaigne Partners LLC, a Delaware limited liability company (“TLP LLC”), and TransMontaigne GP L.L.C., a Delaware limited liability company (“GP”).

TransMontaigne Partners LLC – FOURTH AMENDED AND RESTATED OMNIBUS AGREEMENT among TRANSMONTAIGNE PARTNERS LLC TRANSMONTAIGNE OPERATING GP L.L.C. TRANSMONTAIGNE OPERATING COMPANY L.P. and TLP MANAGEMENT SERVICES LLC (February 28th, 2019)

THIS FOURTH AMENDED AND RESTATED OMNIBUS AGREEMENT (this “Restated Agreement”) dated as of February 26, 2019 (the “Effective Date”), is entered into by and among TransMontaigne Partners LLC, a Delaware limited liability company (the “Company”), TransMontaigne Operating GP L.L.C., a Delaware limited liability company (the “OLP GP”), TransMontaigne Operating Company L.P., a Delaware limited partnership (the “Operating Partnership”), and TLP Management Services LLC, a Delaware limited liability company (“TLP Management Services”). The above-named entities are sometimes referred to in this Restated Agreement each as a “Party” and collectively as the “Parties.”

TransMontaigne Partners LLC – State of Delawa re Secretary of State Divisio n of Corporations Delivered 11:34 AM 02/26/2019 illED 11:34AM 02/26/2019 SR 20191404106 - File N umber 3898774 CERTIFICATE OF MERGER of TLP MERGER SUB, LLC (a Delaware limited liability company) with and into TRANSMONTAIGNE PARTNERS L.P. (a Delaware limited partnership) February 26, 2019 Pursuant to Section 17-211 of the Delaware Revised Uniform Limited Partnership Act (the "DRULPA") and Section 18-209 of the Delaware Limited Liability Company Act (the"DLLCA"), TransMontaigne Partners L.P., a Delaware limited partnership (the "Pa1•tnersllip"), here (February 28th, 2019)

IN WITNESS WHEREOF, the undersigned Surviving Entity has executed and delivered this Certificate of Merger as of February 26, 2019.

TransMontaigne Partners LLC – LIMITED LIABILITY COMPANY AGREEMENT OF TRANSMONTAIGNE PARTNERS LLC (February 28th, 2019)

This Limited Liability Company Agreement of TransMontaigne Partners LLC, a Delaware limited liability company (the “Company”), is made and entered into as of February 26, 2019, by TLP Finance Holdings, LLC, a Delaware limited liability company, in its capacity as the sole and managing member of the Company (any Person serving in such capacity, the “Managing Member”).

TransMontaigne Partners L.P. – DRAFT Project Trans Am Discussion Materials August 2018 DRAFT Disclaimer The following pages contain material that was provided to ArcLight Capital Partners, LLC (“ArcLight”) in connection with a potential acquisition of TransMontaigne Partners LP (the “Company”) by Barclays Capital Inc. (“Barclays”). The accompanying material and any Barclays presentation related to the material was compiled or prepared on a confidential basis solely for consideration by ArcLight and no part of it may be reproduced, distributed or transmitted without the prior written consent of Barclays. The information cont (December 17th, 2018)
TransMontaigne Partners L.P. – DRAFT Project Trans Am Discussion Materials August 2018 DRAFT Disclaimer The following pages contain material that was provided to ArcLight Capital Partners, LLC (“ArcLight”) in connection with a potential acquisition of TransMontaigne Partners LP (the “Company”) by Barclays Capital Inc. (“Barclays”). The accompanying material and any Barclays presentation related to the material was compiled or prepared on a confidential basis solely for consideration by ArcLight and no part of it may be reproduced, distributed or transmitted without the prior written consent of Barclays. The information cont (December 17th, 2018)
TransMontaigne Partners L.P. – SUPPORT AGREEMENT (November 26th, 2018)

THIS SUPPORT AGREEMENT, dated as of November 25, 2018 (this “Agreement”), is entered into by and among TransMontaigne Partners L.P. (the “Partnership”), TLP Acquisition Holdings, LLC, a Delaware limited liability company (“TLP Holdings”), and TLP Equity Holdings, LLC, a Delaware limited liability company (“Equity Holdings”).

TransMontaigne Partners L.P. – AGREEMENT AND PLAN OF MERGER DATED AS OF NOVEMBER 25, 2018 BY AND AMONG TLP FINANCE HOLDINGS, LLC, TLP ACQUISITION HOLDINGS, LLC, TLP MERGER SUB, LLC, TRANSMONTAIGNE PARTNERS L.P., TRANSMONTAIGNE GP L.L.C., AND (November 26th, 2018)

This AGREEMENT AND PLAN OF MERGER, dated as of November 25, 2018 (this “Agreement”), is by and among TLP Finance Holdings, LLC, a Delaware limited liability company and sole member of Merger Sub (“Parent”), TLP Acquisition Holdings, LLC, a Delaware limited liability company that is the sole member of Parent and the Partnership GP (“TLP Holdings”), TLP Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), TransMontaigne Partners L.P., a Delaware limited partnership (the “Partnership”), TransMontaigne GP L.L.C., a Delaware limited liability company (the “Partnership GP”) and, solely for the purposes of Section 6.19, TLP Equity Holdings, LLC, a Delaware limited liability company and an Affiliate of each of Parent and TLP Holdings (“Equity Holdings”). Each of Parent, TLP Holdings, Merger Sub, the Partnership and the Partnership GP are referred to herein as a “Party” and together as “Parties.” Certain capitalized terms used in this Agreement are defined in Article I.

TransMontaigne Partners L.P. – SUPPORT AGREEMENT (November 26th, 2018)

THIS SUPPORT AGREEMENT, dated as of November 25, 2018 (this “Agreement”), is entered into by and among TransMontaigne Partners L.P. (the “Partnership”), TLP Acquisition Holdings, LLC, a Delaware limited liability company (“TLP Holdings”), and TLP Equity Holdings, LLC, a Delaware limited liability company (“Equity Holdings”).

TransMontaigne Partners L.P. – TransMontaigne Announces Third Quarter Results (November 8th, 2018)

Distributable cash flow for the third quarter of 2018 totaled $24.7 million, with aggregate distributions of $17.2 million, resulting in quarterly distribution coverage of 1.43x

TransMontaigne Partners L.P. – TransMontaigne Announces Second Quarter Results (August 9th, 2018)

Achieved record levels of Consolidated EBITDA for the second quarter of 2018 that totaled $33.8 million, compared to $28.8 million in the prior year second quarter

TransMontaigne Partners L.P. – THIRD AMENDED AND RESTATED OMNIBUS AGREEMENT among TRANSMONTAIGNE GP L.L.C. TRANSMONTAIGNE PARTNERS L.P. TRANSMONTAIGNE OPERATING GP L.L.C. TRANSMONTAIGNE OPERATING COMPANY L.P. and TLP MANAGEMENT SERVICES LLC (May 9th, 2018)

THIS THIRD AMENDED AND RESTATED OMNIBUS AGREEMENT (“Restated Agreement”) dated as of May 7, 2018 (the “Effective Date”), is entered into by and among TransMontaigne GP L.L.C., a Delaware limited liability company (the “General Partner”), TransMontaigne Partners L.P., a Delaware limited partnership (the “Partnership”), TransMontaigne Operating GP L.L.C., a Delaware limited liability company (the “OLP GP”), TransMontaigne Operating Company L.P., a Delaware limited partnership (the “Operating Partnership”), and TLP Management Services LLC, a Delaware limited liability company (“TLP Management Services”). The above-named entities are sometimes referred to in this Restated Agreement each as a “Party” and collectively as the “Parties.”

TransMontaigne Partners L.P. – TransMontaigne Announces First Quarter Results and Expansion (May 9th, 2018)

TransMontaigne will expand its Brownsville, Texas operations,  supported by the execution of long-term, fee-based terminaling and pipeline agreements for new storage and additional pipeline

TransMontaigne Partners L.P. – · Acquired two terminal facilities on the U.S. West Coast with approximately 5 million barrels of active storage capacity, for approximately $277 million · Announced that we will construct 870,000 barrels of a Collins Phase II buildout, supported by the execution of a significant long-term, fee-based anchor agreement with a third party for new storage capacity · Achieved record levels of revenue, EBITDA and distributable cash flow for the full year 2017 · Net earnings for the fourth quarter of 2017 totaled $10.1 million, compared to $13.2 million in the prior year fourth quarter · Consolidated (March 15th, 2018)

Acquired two terminal facilities on the U.S. West Coast with approximately 5 million barrels of active storage capacity, for approximately $277 million

TransMontaigne Partners L.P. – TRANSMONTAIGNE PARTNERS L.P., TLP FINANCE CORP. AND EACH OF THE GUARANTORS PARTY HERETO 6.125% SENIOR NOTES DUE 2026 (February 12th, 2018)

This First Supplemental Indenture, dated as of February 12, 2018 (the “First Supplemental Indenture”), is among TransMontaigne Partners L.P., a Delaware limited partnership (“TransMontaigne Partners”), TLP Finance Corp., a Delaware corporation (“Finance Corp.” and, together with TransMontaigne Partners, the “Issuers”), the subsidiary guarantors listed on the signature pages hereof (each, a “Guarantor” and collectively, the “Guarantors”) and U.S. Bank National Association, a national banking association, as trustee under the Indenture, dated as of February 12, 2018, among the Issuers and the Trustee (the “Base Indenture” and, as amended and supplemented by this First Supplemental Indenture in respect of the Notes (as herein defined) and otherwise amended and supplemented from time to time, the “Indenture”).

TransMontaigne Partners L.P. – TRANSMONTAIGNE PARTNERS L.P. TLP FINANCE CORP. $300,000,000 6.125% SENIOR NOTES DUE 2026 UNDERWRITING AGREEMENT February 7, 2018 (February 12th, 2018)
TransMontaigne Partners L.P. – TRANSMONTAIGNE PARTNERS L.P. AND TLP FINANCE CORP. (February 12th, 2018)

Indenture dated as of February 12, 2018 among TransMontaigne Partners L.P., a limited partnership formed under the laws of Delaware (the “Partnership”), TLP Finance Corp., a company incorporated under the laws of Delaware (“Finance Corp.” and together with the Partnership, the “Issuers”), and U.S. Bank National Association, a national banking association (“Trustee”).

TransMontaigne Partners L.P. – TRANSMONTAIGNE PARTNERS L.P. ANNOUNCES PRICING OF PUBLIC OFFERING OF SENIOR NOTES (February 7th, 2018)

Denver, Colorado—TransMontaigne Partners L.P. (NYSE:TLP) (the “Partnership”) today announced the pricing of the previously announced public offering (the “Offering”) of $300 million in aggregate principal amount of senior unsecured notes due 2026 (the “Notes”) of the Partnership and TLP Finance Corp., the Partnership’s wholly owned subsidiary. The Notes mature on February 15, 2026, will pay interest at the rate of 6.125% per year and were priced at par. The expected settlement date for the Offering is February 12, 2018, subject to the satisfaction of customary closing conditions.

TransMontaigne Partners L.P. – TRANSMONTAIGNE PARTNERS L.P. ANNOUNCES PUBLIC OFFERING OF SENIOR NOTES (February 1st, 2018)

Denver, Colorado—TransMontaigne Partners L.P. (NYSE:TLP) (the “Partnership”) today announced the commencement of an underwritten public offering (the “Offering”) of $300 million in aggregate principal amount of senior unsecured notes due 2026 (the “Notes”) of the Partnership and TLP Finance Corp., the Partnership’s wholly owned subsidiary.

TransMontaigne Partners L.P. – Page(s) (January 31st, 2018)

We have audited the accompanying combined financial statements of Bay Area Terminals (the “Company”), which comprise the combined balance sheets as of December 31, 2016 and 2015, and the related combined statements of operations, combined statements of changes in net parent investment and the combined statements of cash flows, for the years then ended.

TransMontaigne Partners L.P. – FIRST AMENDMENT TO THIRD AMENDED AND RESTATED SENIOR SECURED CREDIT FACILITY (December 18th, 2017)

THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED SENIOR SECURED CREDIT FACILITY (this “Agreement”) is dated as of December 14, 2017, among TRANSMONTAIGNE OPERATING COMPANY L.P. (the “Borrower”), each of the Lenders (as defined below) party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders (the “Agent”).

TransMontaigne Partners L.P. – TransMontaigne Partners Announces Third Quarter 2017 Results (November 8th, 2017)

·                  Increased the quarterly cash distribution for the eighth consecutive quarter; 7.9% increase over prior year quarterly distribution

TransMontaigne Partners L.P. – TransMontaigne Partners L.P. Announces Agreement to Acquire Two West Coast Refined Product and Crude Oil Terminals from Plains All American Pipeline, L.P. (November 8th, 2017)

TransMontaigne Partners L.P. (NYSE:TLP, the “Partnership”) announced today that one of its wholly owned subsidiaries has entered into an agreement to acquire the Martinez Terminal and Richmond Terminal (collectively, the “West Coast Facilities”) from an affiliate of Plains All American Pipeline, L.P., for a total purchase price of $275 million. The acquisition expands the Partnership’s storage and terminaling footprint into the San Francisco Bay Area refining complex. The acquisition is expected to be financed through the proceeds of a common unit offering and cash available from other sources. The closing of the acquisition is expected to occur on or about January 1, 2018, subject to customary closing conditions.

TransMontaigne Partners L.P. – ASSET PURCHASE AGREEMENT (November 8th, 2017)

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) dated as of November 2, 2017 (the “Effective Date”), is made and entered into by and between Plains Products Terminals LLC, a Delaware limited liability company (“Seller”), and TransMontaigne Operating Company L.P., a Delaware limited partnership (“Buyer”). Seller and Buyer shall collectively be referred to herein as the “Parties” and each, a “Party.”

TransMontaigne Partners L.P. – RIGHT OF FIRST OFFER AGREEMENT (September 15th, 2017)

This RIGHT OF FIRST OFFER AGREEMENT (this “Agreement”) is dated as of September 12, 2017, and is by and between Pike West Coast Holdings, LLC, a Delaware limited liability company (“Pike”), and TransMontaigne Partners L.P., a Delaware limited partnership (“TLP”). Pike and TLP are sometimes referred to individually as a “Party” and collectively as the “Parties.”

TransMontaigne Partners L.P. – RIGHT OF FIRST OFFER AGREEMENT (August 9th, 2017)

This RIGHT OF FIRST OFFER AGREEMENT (this “Agreement”) is dated as of August 4, 2017, and is by and between Pike West Coast Holdings, LLC, a Delaware limited liability company (“Pike”), and TransMontaigne Partners L.P., a Delaware limited partnership (“TLP”). Pike and TLP are sometimes referred to individually as a “Party” and collectively as the “Parties.”

TransMontaigne Partners L.P. – TransMontaigne Partners Announces Second Quarter 2017 Results (August 8th, 2017)

Denver, Colorado, August 8, 2017 –  TransMontaigne Partners L.P. (NYSE:TLP) (the Partnership, we, us, our) today announced second quarter 2017 financial and operating results.

TransMontaigne Partners L.P. – TransMontaigne Partners Announces First Quarter 2017 Results (May 9th, 2017)

Denver, Colorado, May 9, 2017 –  TransMontaigne Partners L.P. (NYSE:TLP) (the Partnership, we, us, our) today announced first quarter 2017 financial and operating results.

TransMontaigne Partners L.P. – TransMontaigne Announces Fourth Quarter and Full Year 2016 Results and the Filing of its 2016 Annual Report on Form 10-K (March 14th, 2017)

Reported fourth quarter 2016 distribution coverage of 1.37x and leverage of 3.0x; increased distribution fifth consecutive quarter

TransMontaigne Partners L.P. – THIRD AMENDED AND RESTATED SENIOR SECURED CREDIT FACILITY Dated as of March 13, 2017 among TRANSMONTAIGNE OPERATING COMPANY L.P., as Borrower, EACH OF THE FINANCIAL INSTITUTIONS INITIALLY A SIGNATORY HERETO, TOGETHER WITH THOSE ASSIGNEES PURSUANT HERETO, as Lenders, US BANK, NATIONAL ASSOCIATION, as Syndication Agent, BANK OF AMERICA, N.A., CITIBANK, N.A., MUFG Union Bank N.A., ROYAL BANK OF CANADA, as Documentation Agents, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (March 14th, 2017)

This Credit Agreement is an amendment and restatement of that certain Second Amended and Restated Senior Secured Credit Facility, dated as of March 9, 2011, among the Borrower, each of the financial institutions identified as Lenders on the signature pages thereto, U.S. Bank National Association, as Syndication Agent, Bank of America, N.A., as Documentation Agent, and Wells Fargo, acting in its capacity as administrative agent for the lenders party thereto (as amended through the date hereof and as further amended, restated, amended and restated, supplemented, or otherwise modified from time to time prior to the Closing Date, the “Existing Credit Agreement”).

TransMontaigne Partners L.P. – TransMontaigne Partners L.P. Announces Financial Results For The Quarter Ended September 30, 2016 (November 8th, 2016)

Denver, Colorado—TransMontaigne Partners L.P. (NYSE:TLP) (the Partnership, we, us, our) today announced third quarter 2016 financial and operating results.

TransMontaigne Partners L.P. – TRANSMONTAIGNE PARTNERS L.P. Common Units Representing Limited Partner Interests Having an Aggregate Offering Price of up to $50,000,000 SALES AGREEMENT (September 2nd, 2016)

TransMontaigne Partners L.P., a Delaware limited partnership (the “Partnership”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Merrill Lynch, Pierce, Fenner & Smith Incorporated, as sales agent and/or principal (the “Agent”), common units representing limited partner interests in the Partnership (the “Common Units”), having an aggregate offering price of up to $50,000,000 (the “Units”), on the terms set forth in this Agreement.  The Partnership agrees that whenever it determines to sell Units directly to the Agent as principal it will enter into a separate written Terms Agreement (each, a “Terms Agreement”), in substantially the form of Annex I hereto, relating to such sale in accordance with Section 2(k) hereof.  References herein to this “Agreement” or to matters contained “herein” or “hereunder,” or words of similar import, mean this Sales Agreement and any applicable Terms Agreement.

TransMontaigne Partners L.P. – TransMontaigne Partners L.P. Announces Financial Results For The Quarter Ended June 30, 2016 (August 9th, 2016)

Denver, Colorado—TransMontaigne Partners L.P. (NYSE:TLP) (the Partnership, we, us, our) today announced second quarter 2016 financial and operating results.