75,000,000 (EXPANDABLE TO $150,000,000) SENIOR SECURED CREDIT FACILITY Dated as of May 9, 2005 among TRANSMONTAIGNE OPERATING COMPANY L.P., as Borrower, EACH OF THE FINANCIAL INSTITUTIONS INITIALLY A SIGNATORY HERETO, TOGETHER WITH THOSE ASSIGNEES...Pledge Agreement • May 13th, 2005 • TransMontaigne Partners L.P. • Pipe lines (no natural gas) • New York
OMNIBUS AGREEMENT among TRANSMONTAIGNE INC. TRANSMONTAIGNE GP L.L.C. TRANSMONTAIGNE PARTNERS L.P. TRANSMONTAIGNE OPERATING GP L.L.C. and TRANSMONTAIGNE OPERATING COMPANY L.P.Omnibus Agreement • May 13th, 2005 • TransMontaigne Partners L.P. • Pipe lines (no natural gas)
THIS OMNIBUS AGREEMENT ("Agreement") is entered into on, and effective as of, the Closing Date (as defined herein), and is by and among TransMontaigne Inc., a Delaware corporation ("TMG"), 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"), and TransMontaigne Operating Company L.P., a Delaware limited partnership (the "Operating Partnership"). The above- named entities are sometimes referred to in this Agreement each as a "Party" and collectively as the "Parties."
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT Among TRANSMONTAIGNE PARTNERS L.P., TRANSMONTAIGNE GP L.L.C., TRANSMONTAIGNE OPERATING COMPANY L.P., TRANSMONTAIGNE OPERATING GP L.L.C., COASTAL TERMINALS L.L.C., RAZORBACK L.L.C., TPSI TERMINALS...Conveyance and Assumption Agreement • May 13th, 2005 • TransMontaigne Partners L.P. • Pipe lines (no natural gas) • Colorado
THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of [ ], 2005, is entered into by and among TRANSMONTAIGNE PARTNERS L.P., a Delaware limited partnership ("MLP"), TRANSMONTAIGNE GP L.L.C., a Delaware limited liability company ("GP"), TRANSMONTAIGNE OPERATING COMPANY L.P., a Delaware limited partnership ("OLP"), TRANSMONTAIGNE OPERATING GP L.L.C., a Delaware limited liability company ("OLP GP"), COASTAL TERMINALS L.L.C., a Delaware limited liability company ("COASTAL TERMINALS"), RAZORBACK L.L.C.,a Delaware limited liability company ("RAZORBACK"), TPSI TERMINALS L.L.C., a Delaware limited liability company ("TPSI TERMINALS"), TRANSMONTAIGNE INC., a Delaware corporation ("TMG"), TRANSMONTAIGNE PRODUCT SERVICES INC., a Delaware corporation ("TPSI"), TRANSMONTAIGNE SERVICES INC., a Delaware corporation ("TSI"), and COASTAL FUELS MARKETING, INC., a Delaware corporation ("COASTAL FUELS"). The parties to this agreement are collectively referred to herein as the "Parties." Capit
TERMINALING AND TRANSPORTATION SERVICES AGREEMENTAnd Transportation Services Agreement • May 13th, 2005 • TransMontaigne Partners L.P. • Pipe lines (no natural gas) • Colorado
This Terminaling and Transportation Services Agreement ("Agreement") entered into this day of May, 2005 ("Effective Date") is made by and between TransMontaigne Partners L.P. on behalf of itself and its Affiliates ("Owner"), and TransMontaigne Product Services Inc. and Coastal Fuels Marketing, Inc., ("Customer"), sometimes referred to individually as "Party" and collectively as "Parties". In consideration of the mutual promises contained in this Agreement, the Parties agree to the following terms and conditions.
