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Exhibit 10.1    
    


$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

PURSUANT HERETO, 


as
Lenders, 


BANK
OF AMERICA, N.A and JPMORGAN CHASE BANK, N.A., as Syndication Agents, 


BNP
PARIBAS AND SOCIÉTÉ GÉNÉRALE, as the Documentation Agents 


and 


WACHOVIA
BANK, NATIONAL ASSOCIATION, 


as
Administrative Agent





WACHOVIA CAPITAL MARKETS, LLC,
  As Sole Lead Arranger, Manager and Book Runner 







TABLE OF CONTENTS  



	ARTICLE I    DEFINITIONS	 	 
	 	
 1.1	
 	

General Definitions	
 	

 
	 	
 1.2	
 	

Accounting Terms and Determinations	
 	

 
	 	
 1.3	
 	

Other Definitional Terms	
 	

 
	

ARTICLE II    LOANS	
 	

 
	 	
 2.1	
 	

Revolving Loans and Swing Loans	
 	

 
	 	
 2.2	
 	

Optional and Mandatory Prepayments; Reduction or Increase of Revolving Credit Committed Amount	
 	

 
	 	
 2.3	
 	

Payments and Computations	
 	

 
	 	
 2.4	
 	

Maintenance of Account	
 	

 
	 	
 2.5	
 	

Statement of Account	
 	

 
	 	
 2.6	
 	

Taxes	
 	

 
	 	
 2.7	
 	

Sharing of Payments	
 	

 
	 	
 2.8	
 	

Allocation of Payments; Pro Rata Treatment	
 	

 
	 	
 2.9	
 	

Extensions and Conversions	
 	

 
	 	
 2.10	
 	

Replacement of Lender	
 	

 
	

ARTICLE III    LETTERS OF CREDIT	
 	

 
	 	
 3.1	
 	

Issuance	
 	

 
	 	
 3.2	
 	

Notice and Reports	
 	

 
	 	
 3.3	
 	

Participation	
 	

 
	 	
 3.4	
 	

Reimbursement	
 	

 
	 	
 3.5	
 	

Repayment with Revolving Loans	
 	

 
	 	
 3.6	
 	

Renewal, Extension	
 	

 
	 	
 3.7	
 	

Uniform Customs and Practices	
 	

 
	 	
 3.8	
 	

Indemnification; Nature of Issuing Bank's Duties	
 	

 
	 	
 3.9	
 	

Responsibility of Issuing Bank	
 	

 
	 	
 3.10	
 	

Conflict with Letter of Credit Documents	
 	

 
	

ARTICLE IV    INTEREST AND FEES	
 	

 
	 	
 4.1	
 	

Interest on Loans	
 	

 
	 	
 4.2	
 	

Interest After Event of Default	
 	

 
	 	
 4.3	
 	

Commitment Fee	
 	

 






	 	
 4.4	
 	

Lenders' Fees/Agent's Fees	
 	

 
	 	
 4.5	
 	

Letter of Credit Fees	
 	

 
	 	
 4.6	
 	

Authorization to Charge Account	
 	

 
	 	
 4.7	
 	

Indemnification in Certain Events	
 	

 
	 	
 4.8	
 	

Inability To Determine Interest Rate	
 	

 
	 	
 4.9	
 	

Illegality	
 	

 
	 	
 4.10	
 	

Funding Indemnity	
 	

 
	

ARTICLE V    CONDITIONS PRECEDENT	
 	

 
	 	
 5.1	
 	

Closing Conditions	
 	

 
	 	
 5.2	
 	

Conditions to Initial Loans and Letters of Credit	
 	

 
	 	
 5.3	
 	

Conditions to all Loans and Letters of Credit	
 	

 
	

ARTICLE VI    REPRESENTATIONS AND WARRANTIES	
 	

 
	 	
 6.1	
 	

Organization and Qualification	
 	

 
	 	
 6.2	
 	

Solvency	
 	

 
	 	
 6.3	
 	

Liens	
 	

 
	 	
 6.4	
 	

No Conflict	
 	

 
	 	
 6.5	
 	

Enforceability	
 	

 
	 	
 6.6	
 	

Financial Data; Material Adverse Change	
 	

 
	 	
 6.7	
 	

Locations of Offices and Records	
 	

 
	 	
 6.8	
 	

Fictitious Business Names	
 	

 
	 	
 6.9	
 	

Subsidiaries	
 	

 
	 	
 6.10	
 	

No Judgments or Litigation	
 	

 
	 	
 6.11	
 	

No Defaults	
 	

 
	 	
 6.12	
 	

No Employee Disputes	
 	

 
	 	
 6.13	
 	

Compliance with Law	
 	

 
	 	
 6.14	
 	

ERISA	
 	

 
	 	
 6.15	
 	

Compliance with Environmental Laws	
 	

 
	 	
 6.16	
 	

Use of Proceeds	
 	

 
	 	
 6.17	
 	

Intellectual Property	
 	

 
	 	
 6.18	
 	

Licenses and Permits	
 	

 
	 	
 6.19	
 	

Title to Property	
 	

 
	 	
 6.20	
 	

Labor Matters	
 	

 
	 	
 6.21	
 	

Investment Company, Etc	
 	

 






	 	
 6.22	
 	

Margin Security	
 	

 
	 	
 6.23	
 	

No Event of Default	
 	

 
	 	
 6.24	
 	

Taxes and Tax Returns	
 	

 
	 	
 6.25	
 	

No Other Indebtedness	
 	

 
	 	
 6.26	
 	

Status of Accounts	
 	

 
	 	
 6.27	
 	

Material Contracts	
 	

 
	 	
 6.28	
 	

Survival of Representations	
 	

 
	 	
 6.29	
 	

Affiliate Transactions	
 	

 
	 	
 6.30	
 	

Accuracy and Completeness of Information	
 	

 
	 	
 6.31	
 	

Anti-Terrorism Laws	
 	

 
	 	
 6.32	
 	

Deposit Accounts and Commodities Accounts	
 	

 
	 	
 6.33	
 	

Force Majeure	
 	

 
	

ARTICLE VII    AFFIRMATIVE COVENANTS	
 	

 
	 	
 7.1	
 	

Financial Information	
 	

 
	 	
 7.2	
 	

Corporate Existence	
 	

 
	 	
 7.3	
 	

ERISA	
 	

 
	 	
 7.4	
 	

Proceedings or Adverse Changes	
 	

 
	 	
 7.5	
 	

Environmental Matters	
 	

 
	 	
 7.6	
 	

Books and Records; Inspection	
 	

 
	 	
 7.7	
 	

Collateral Records	
 	

 
	 	
 7.8	
 	

Security Interests	
 	

 
	 	
 7.9	
 	

Insurance; Casualty Loss	
 	

 
	 	
 7.10	
 	

Taxes	
 	

 
	 	
 7.11	
 	

Compliance With Laws	
 	

 
	 	
 7.12	
 	

Use of Proceeds	
 	

 
	 	
 7.13	
 	

Fiscal Year; Accounting Policies	
 	

 
	 	
 7.14	
 	

Notification of Certain Events	
 	

 
	 	
 7.15	
 	

Additional Full Recourse Guarantors	
 	

 
	 	
 7.16	
 	

Revisions or Updates to Schedules	
 	

 
	 	
 7.17	
 	

Collection of Accounts	
 	

 
	 	
 7.18	
 	

Maintenance of Property	
 	

 
	 	
 7.19	
 	

Trademarks	
 	

 
	 	
 7.20	
 	

Anti-Terrorism Laws	
 	

 





	

ARTICLE VIII    FINANCIAL COVENANTS	
 	

 
	 	
 8.1	
 	

Maximum Total Leverage Ratio	
 	

 
	 	
 8.2	
 	

Minimum Interest Coverage Ratio	
 	

 
	

ARTICLE IX    NEGATIVE COVENANTS	
 	

 
	 	
 9.1	
 	

Restrictions on Liens	
 	

 
	 	
 9.2	
 	

Restrictions on Additional Indebtedness	
 	

 
	 	
 9.3	
 	

Restrictions on Sale of Assets	
 	

 
	 	
 9.4	
 	

No Corporate Changes	
 	

 
	 	
 9.5	
 	

No Guarantees	
 	

 
	 	
 9.6	
 	

No Restricted Payments	
 	

 
	 	
 9.7	
 	

No Investments	
 	

 
	 	
 9.8	
 	

No Affiliate Transactions	
 	

 
	 	
 9.9	
 	

No Prohibited Transactions Under ERISA	
 	

 
	 	
 9.10	
 	

No Additional Bank or Commodities Accounts	
 	

 
	 	
 9.11	
 	

Restrictions on Partners	
 	

 
	 	
 9.12	
 	

Additional Negative Pledges	
 	

 
	 	
 9.13	
 	

Sale and Leaseback	
 	

 
	 	
 9.14	
 	

Limitations	
 	

 
	 	
 9.15	
 	

Operating Lease Obligations	
 	

 
	 	
 9.16	
 	

Amendments to Certain Agreements	
 	

 
	

ARTICLE X    POWERS	
 	

 
	 	
 10.1	
 	

Appointment as Attorney-in-Fact	
 	

 
	

ARTICLE XI    EVENTS OF DEFAULT AND REMEDIES	
 	

 
	 	
 11.1	
 	

Events of Default	
 	

 
	 	
 11.2	
 	

Acceleration	
 	

 
	

ARTICLE XII    TERMINATION	
 	

 
	

ARTICLE XIII    THE AGENT	
 	

 
	 	
 13.1	
 	

Appointment of Agent	
 	

 
	 	
 13.2	
 	

Nature of Duties of Agent	
 	

 
	 	
 13.3	
 	

Lack of Reliance on Agent	
 	

 
	 	
 13.4	
 	

Certain Rights of the Agent	
 	

 
	 	
 13.5	
 	

Reliance by Agent	
 	

 
	 	
 13.6	
 	

Indemnification of Agent	
 	

 





	 	
 13.7	
 	

The Agent in its Individual Capacity	
 	

 
	 	
 13.8	
 	

Holders of Notes	
 	

 
	 	
 13.9	
 	

Resignation of Agent	
 	

 
	 	
 13.10	
 	

Collateral Matters	
 	

 
	 	
 13.11	
 	

Actions with Respect to Defaults	
 	

 
	 	
 13.12	
 	

Delivery of Information	
 	

 
	 	
 13.13	
 	

No Reliance on Agent's Customer Identification Program	
 	

 
	 	
 13.14	
 	

USA Patriot Act	
 	

 
	

ARTICLE XIV    MISCELLANEOUS	
 	

 
	 	
 14.1	
 	

Waivers	
 	

 
	 	
 14.2	
 	

JURY TRIAL	
 	

 
	 	
 14.3	
 	

GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE	
 	

 
	 	
 14.4	
 	

Notices	
 	

 
	 	
 14.5	
 	

Assignability	
 	

 
	 	
 14.6	
 	

Information	
 	

 
	 	
 14.7	
 	

Payment of Expenses; Indemnification	
 	

 
	 	
 14.8	
 	

Entire Agreement, Successors and Assigns	
 	

 
	 	
 14.9	
 	

Amendments, Etc	
 	

 
	 	
 14.10	
 	

Nonliability of Agent and Lenders	
 	

 
	 	
 14.11	
 	

Independent Nature of Lenders' Rights	
 	

 
	 	
 14.12	
 	

Counterparts	
 	

 
	 	
 14.13	
 	

Effectiveness	
 	

 
	 	
 14.14	
 	

Severability	
 	

 
	 	
 14.15	
 	

Headings Descriptive	
 	

 
	 	
 14.16	
 	

Maximum Rate	
 	

 
	 	
 14.17	
 	

Right of Setoff	
 	

 
	 	
 14.18	
 	

Delegation of Authority	
 	

 










EXHIBITS AND SCHEDULES  



	EXHIBITS
	

Exhibit A	
 	

Form of Assignment and Acceptance
	Exhibit B-1	 	Form of Full Recourse Guaranty Agreement
	Exhibit B-2	 	Form of Limited Recourse Guaranty Agreement
	Exhibit C	 	Form of Landlord Agreement
	Exhibit D	 	Form of Pledge Agreement
	Exhibit E	 	Form of Security Agreement
	Exhibit F-1	 	Form of Revolving Note
	Exhibit F-2	 	Form of Swing Note
	Exhibit G	 	Form of Notice of Borrowing
	Exhibit H	 	Form of Deposit Account Control Agreement
	Exhibit I	 	Form of Notice of Extension/Conversion
	Exhibit J	 	Form of Compliance Certificate
	Exhibit K	 	Form of Joinder Agreement
	Exhibit L	 	Form of Solvency Certificate
	Exhibit M	 	Form of Contribution Agreement
	Exhibit N	 	Form of Notice of Letter of Credit
	Exhibit O	 	Form of Account Designation Letter
	

SCHEDULES
	

Schedule 1.1A	
 	

Lenders
	Schedule 1.1B	 	Liens
	Schedule 1.1C	 	Indebtedness
	Schedule 1.1D	 	Investments
	Schedule 1.1E	 	Initial Assets
	Schedule 6.1	 	Jurisdictions of Organization
	Schedule 6.7	 	Location of Offices and Records
	Schedule 6.8	 	Fictitious Business Names
	Schedule 6.9	 	Capital and Ownership Structure of the Credit Parties
	Schedule 6.10	 	Litigation
	Schedule 6.14	 	ERISA
	Schedule 6.15	 	Environmental Disclosures
	Schedule 6.17	 	Intellectual Property
	Schedule 6.19	 	Real Estate
	Schedule 6.27	 	Material Contracts
	Schedule 6.29	 	Affiliate Transactions
	Schedule 6.32	 	Bank Accounts and Commodities Accounts
	Schedule 14.4	 	Addresses for Notices











SENIOR SECURED CREDIT FACILITY  


        THIS SENIOR SECURED CREDIT FACILITY is entered into as of May 9, 2005, among TRANSMONTAIGNE OPERATING
COMPANY L.P., a Delaware limited partnership (the "Borrower"), each of the financial institutions identified as Lenders on the signature pages hereto
(together with each of their successors and assigns, referred to individually as a "Lender" and, collectively, as the
"Lenders"), BANK OF AMERICA, N.A and JPMORGAN CHASE BANK, N.A., as Syndication Agents, BNP PARIBAS AND SOCIÉTÉ
GÉNÉRALE, as the Documentation Agents, and WACHOVIA BANK, NATIONAL ASSOCIATION ("Wachovia"), acting in its capacity as
administrative agent for the Lenders in the manner and to the extent described in Article XIII (in such capacity, the
"Agent"). 


W I T N E S S E T H:  


        WHEREAS, the Borrower wishes to obtain financing (i) to make a distribution to Partners to enable Partners to pay a distribution to TransMontaigne Product
Services Inc. and Coastal Fuels Marketing, Inc. and reimburse TMG for certain capital expenditures, as described in the Form S-1, or for the acquisition of the Initial
Assets to be acquired from TMG and its subsidiaries, (ii) for general corporate purposes of Borrower and certain subsidiaries of Partners (as defined below), including, without limitation,
working capital, capital expenditures in the ordinary course of business and certain acquisitions, (iii) to fund certain distributions of the Borrower or its Subsidiaries as contemplated
herein, and (iv) to pay fees and expenses related to the consummation of the transactions contemplated herein and the IPO and related formation transactions; and 


        WHEREAS,
upon the terms and subject to the conditions set forth herein, the Lenders are willing to make loans and advances to the Borrower; 


        NOW,
THEREFORE, the Borrower, the Lenders and the Agent hereby agree as follows: 


ARTICLE I  


 DEFINITIONS  


        1.1    General Definitions.    


        As
used herein, the following terms shall have the meanings herein specified: 


        "Acceptance Date" means, as to any particular Assignment and Acceptance, the date specified as the effective date in such Assignment and
Acceptance. 


        "Account Designation Letter" means the Notice of Account Designation Letter dated the Funding Date from the Borrower to the Agent
substantially in the form attached hereto as Exhibit O. 


        "Accounts" means all of each Full Recourse Credit Party's "accounts" as such term is defined in the UCC, and, in any event, includes,
without limitation, (a) all accounts receivable (whether or not specifically listed on schedules furnished to the Agent), and all other rights to payment for property sold, leased, licensed,
assigned or otherwise disposed of, for a secondary obligation incurred or to be incurred, for energy provided or to be provided, for the use or hire of a vessel under a charter or other contract,
arising out of the use of a credit card or charge card, or for services rendered or to be rendered or in connection with any other transaction (whether or not yet earned by performance),
(b) all rights in, to, and under all purchase orders or receipts for goods or services, (c) all rights to any goods represented by any of the foregoing, including, without limitation,
all rights of rescission, replevin, reclamation, and stoppage in transit and rights to returned, reclaimed, or repossessed goods, (d) all reserves and credit balances held by each Full Recourse
Credit Party with respect to any such accounts receivable or account debtors, (e) all books, records, computer tapes, programs and ledger books arising therefrom or relating thereto, and
(f) all guarantees and collateral security of any kind, given by any account debtor or any other Person with respect to any of the foregoing, all whether now owned or existing or hereafter
acquired or arising, by or in favor of, any Full Recourse Credit Party.




        "Acquisition" means the purchase of (i) the Capital Stock of any Person, (ii) the assets of any Person through merger or
consolidation with such Person or (iii) the plant, property and equipment of such Person, or portion thereof, together with any related current assets and intangible assets of such Person
acquired in connection therewith. 


        "Adjusted LIBOR Index Rate" means, for any day, a rate per annum equal to the quotient obtained (rounded upwards, if necessary, to the
next higher 1/100th of 1%) by dividing (i) the rate for 30-day Dollar deposits as reported on Telerate page 3750 as of 11:00 a.m., London time, on the first day of the
month in which such day occurs, or if such day is not a London business day, then the immediately preceding London business day (or if not so reported, then as determined by the
Agent from another recognized source or interbank quotation), by (ii) 1 minus the Eurodollar Reserve Percentage. 



        "Affiliate" means, with respect to any Person, any other individual or entity that directly or indirectly controls, is controlled by or is
under common control with that Person. For purposes of this definition, (a) "control", "controlled by" and "under common control with" mean possession, directly or indirectly, of power to
direct or cause the direction of management or policies (whether through ownership of voting securities or other interests, by contract or otherwise), and (b) the General Partner, Partners, the
Operating GP, the Borrower, and all other Credit Parties from time to time are Affiliates with each other. 



        "Agent" means Wachovia as provided in the preamble to this Credit Agreement or any successor to Wachovia. 


        "Agent's Fees" means the fees payable by the Borrower to the Agent as described in the Fee Letter. 


        "Aggregate Revolving Loan Amount Outstanding" means at any time the sum of the aggregate principal amount outstanding under the Revolving
Loans. 


        "Aggregate Swing Loan Amount Outstanding" means at any time the sum of the aggregate principal amount outstanding of the Swing Loans. 


        "Anti-Terrorism Law" means the USA Patriot Act as such law may be amended from time to time. 


        "Applicable Percentage" means, as to each Loan and the Commitment Fee, respectively, the percentage per annum for each such Loan or for
the Commitment Fee, as the case may be, determined from the following table and corresponding to the Total Leverage Ratio in effect as of the most recent Calculation Date (as defined below) as shown
below: 



	 
	 	Total Leverage

Ratio
	 	Applicable Margin

for Base Rate Loans
	 	Applicable Margin for

Eurodollar Loans and

LIBOR Index Loans
	 	Commitment

Fee

	Level I	 	>3.50 to 1.00	 	1.50%	 	2.50%	 	0.50%
	Level II	 	>3.00 to 1.00

but

£3.50 to 1.00	 	1.25%	 	2.25%	 	0.50%
	Level III	 	>2.50 to 1.00

but

£3.00 to 1.00	 	1.00%	 	2.00%	 	0.50%
	Level IV	 	>2.00 to 1.00

but

£2.50 to 1.00	 	0.75%	 	1.75%	 	0.375%
	Level V	 	£2.00 to 1.00	 	0.50%	 	1.50%	 	0.375%






        The
Applicable Percentages shall be determined and adjusted quarterly on the date (each a "Calculation Date") five (5) Business
Days after the date on which Partners provides the quarterly officer's certificate for each fiscal quarter in accordance with the provisions of  Section 7.1(c); provided, however, that
(i) the initial Applicable Percentages shall be based on Level IV (as shown above) and shall remain at Level IV until the first Calculation Date following the last day of the first
fiscal quarter

ending after the Closing Date, and, thereafter, the Level shall be determined by the then current Total Leverage Ratio, and (ii) if Partners fails to provide the officer's certificate to the
Agent for any fiscal quarter as required by and within the time limits set forth in Section 7.1(c), the Applicable Percentages from the
applicable date of such failure shall be based on Level I until five (5) Business Days after an appropriate officer's certificate is provided, whereupon the Level shall be determined by
the then current Total Leverage Ratio. Except as set forth above, each Applicable Percentage shall be effective from one Calculation Date until the next Calculation Date. 



        "Approved Assignee" means any Lender, an Affiliate of a Lender or an Approved Fund. 


        "Approved Banks" means financial institutions satisfying the conditions set forth in clause (a) of the definition of "Cash
Equivalents" herein. 


        "Approved Fund" means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or
(c) an entity or an Affiliate of an entity that administers or manages a Lender. 



        "Assignment and Acceptance" means an assignment and acceptance entered into by an assigning Lender and an assignee Lender, accepted by the
Agent, in accordance with Section 14.5(f), substantially in the form of Exhibit A. 


        "Bankruptcy Code" means Title 11 of the United States Code, as amended from time to time, and any successor statute thereto. 


        "Base Rate" means, for any day, the rate per annum equal to the greater of (a) the Federal Funds Rate in effect on such day  plus 1/2 of 1%
or (b) the Prime Rate in effect on such day. If for any reason the Agent shall have determined (which determination
shall be conclusive absent manifest error) that it is unable after due inquiry to ascertain the Federal Funds Rate for any reason, including the inability or failure of the Agent to obtain sufficient
quotations in accordance with the terms hereof, the Base Rate shall be determined without regard to clause (a) of the first sentence of this definition until the circumstances giving rise to
such inability no longer exist. Any change in the Base Rate due to a change
in the Prime Rate or the Federal Funds Rate shall be effective on the effective date of such change in the Prime Rate or the Federal Funds Rate, respectively. 


        "Base Rate Loan" means any Loan bearing interest at a rate determined by reference to the Base Rate. 



        "Benefit Plan" means a defined benefit plan as defined in Section 3(35) of ERISA
(other than a Multiemployer Plan) in respect of which any Credit Party or any of its Subsidiaries or ERISA Affiliates is, or within the immediately preceding six (6) years was, an "employer" as
defined in Section 3(5) of ERISA. 


        "Blocked Person" has the meaning given such term in Section 6.31. 



        "Borrower" has the meaning given to such terms in the preamble of this Credit Agreement. 


        "Business Day" means any day other than a Saturday, a Sunday, a legal holiday or a day on which banking institutions are authorized or
required by law or other governmental action to close in Charlotte, North Carolina, Denver, Colorado or New York, New York; provided that in the case of
Eurodollar Loans, such day is also a day on which dealings between banks are carried on in U.S. dollar deposits in the London interbank market. 



        "Capital Lease" means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee
which, in accordance with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person. 


        "Capital Stock" means (i) in the case of a corporation, capital stock, (ii) in the case of an association or business
entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (iii) in the case of a partnership, partnership interests (whether
general or limited), (iv) in the case of a limited liability company, membership interests and (v) any

other equity interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. 


        "Cash Equivalents" means 



        (a)   negotiable
certificates of deposit, time deposits (including sweep accounts), demand deposits and bankers' acceptances having a maturity of nine months or less and
issued by any United States financial institution having capital and surplus and undivided profits aggregating at least $100,000,000 and rated at least Prime-1 by Moody's or
A-1 by S&P or issued by any Lender; 


        (b)   corporate
obligations having a maturity of nine months or less and rated at least Prime-1 by Moody's or A-1 by S&P or issued by any Lender; 


        (c)   any
direct obligation of the United States of America or any agency or instrumentality thereof, or of any state or municipality thereof, (i) which has a remaining
maturity at the time of purchase of not more than one year or which is subject to a fully collateralized repurchase agreement with any Lender (or any other financial institution referred to in
clause (a) above) exercisable within one year from the time of purchase and (ii) which, in the case of obligations of any state or municipality, is rated at least Aa by Moody's or AA by
S&P; and 


        (d)   any
mutual fund or other pooled investment vehicle rated at least Aa by Moody's or AA by S&P which invests principally in obligations described above. 




        "Cash Management Products" means any one or more of the following types of services or facilities extended to any of the Credit Parties by
any Lender or any Affiliate of a Lender in reliance on such Lender's agreement to indemnify such Affiliate: (a) Automated Clearing House (ACH) transactions; (b) cash management,
including controlled disbursement and lockbox services; and (c) establishing and maintaining deposit accounts. 


        "Casualty Loss" has the meaning given to such term in Section 7.9. 


        "Change of Control" means the occurrence of any of the following: 



        (a)   TransMontaigne
Services Inc. or any of its Affiliates (other than General Partner, Partners, or any Subsidiaries of Partners) shall cease to "control" (which
term, for purposes of this clause (a) and clause (c) below, means possession, directly or indirectly, of power to direct or cause the direction of management or policies, whether through
ownership of voting securities or other interests, by contract or otherwise) the General Partner, or own at least 75% of the Capital Stock of the General Partner; 


        (b)   General
Partner shall cease to own all of the general partner interests in Partners; 



        (c)   Partners
shall cease to "control" (as defined in clause (a) above) the Borrower or the Operating GP, or own at least 75% of the limited partner interests in the
Borrower and 75% of the Capital Stock of Operating GP; 


        (d)   Operating
GP shall cease to own all of the general partner interests in the Borrower; or 


        (e)   any
person or group of persons (within the meaning of Section 13 or  14 of the Securities Exchange Act of 1934, as amended), other than any employee
benefit plan or plans (within the meaning of  Section 3(3) of ERISA), shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the
Securities and Exchange Commission under said Act) of 35% or more in voting power of the outstanding Voting Stock of TMG, or (ii) during any period of twelve (12) consecutive calendar
months, individuals who were directors of the TMG on the first day of such period shall cease to constitute a majority of the board of directors of TMG other than because of the replacement as a
result of death or disability of one or more such directors. 




        "Closing" means the satisfaction or waiver of the conditions precedent set forth in  Section 5.1, as provided therein. 



        "Closing Date" means the date on which the Closing occurs.




        "Collateral" means any and all assets and rights and interests in or to property of the Credit Parties pledged from time to time as
security for the Obligations pursuant to the Security Documents. 


        "Commitment Fee" means the fee accruing quarterly from the Closing Date and required to be paid to the Agent for the benefit of the
Lenders each quarter, in arrears, as partial compensation for extending the Revolving Credit Committed Amount to the Borrower, and shall be determined by multiplying (i) the positive
difference, if any, between (A) the Revolving Credit Committed Amount in effect at such time and (B) the average Working Capital Obligations (including Swing Loans) outstanding during
such quarter by (ii) the Applicable Percentage then in effect for the number of days in said quarter; provided, that, only for the purpose of
calculating the Commitment Fee, Swing Loans shall constitute a usage of Wachovia's Revolving Credit Commitment. 



        "Commodities Account Control Agreement" means an agreement among a Credit Party, a commodities intermediary, and the Agent, which
agreement is in such form as is reasonably acceptable to the Agent
and its counsel and which provides for the Agent's having "control" (as such term is used in Article 9 of the UCC) over the commodity accounts described therein, in each case as the same may be
amended, restated, supplemented, or otherwise modified from time to time. 


        "Compliance Certificate" means a certificate, executed by an Executive Officer, substantially in the form of  Exhibit J. 



        "Consolidated" or "consolidated" with reference to any term defined herein, means that
term as applied to the accounts of Partners and all of its consolidated Subsidiaries, consolidated in accordance with GAAP. 


        "Consolidated Capital Expenditures" means, for any period, for Partners and its consolidated Subsidiaries, amounts added or required to be
added to the property, plant and equipment or other fixed assets account on the Consolidated balance sheet of Partners and its consolidated Subsidiaries, prepared in accordance with GAAP, including
expenditures in respect of (a) the acquisition, construction, improvement or replacement of land, buildings, machinery, equipment, leaseholds and any other real or personal property (other than
an Acquisition), (b) to the extent not included in clause (a) above, materials, contract labor and direct labor relating thereto (excluding amounts properly expensed as repairs and
maintenance in accordance with GAAP) and (c) software development costs to the extent not expensed. 


        "Consolidated EBITDA" means, for any applicable period of computation, (a) Consolidated Net Income for such period, but excluding
therefrom all extraordinary items of income or loss for such period, plus (b) the sum of the following to the extent deducted (or added, in the case of gains referred to in clause (iv)
below) in calculating Consolidated Net Income: (i) Consolidated Interest Expense for such period, plus (ii) Consolidated Income Taxes for
such period, plus (iii) depreciation, amortization, and other non-cash charges (excluding non-cash charges that are
expected to become cash charges in a future period or that are reserves for future cash charges, unless otherwise agreed by the Agent in its reasonable discretion) of Partners and its consolidated
Subsidiaries for such period, plus (iv) losses (or minus gains) on the sale of assets during such period;  provided, that Consolidated EBITDA shall be
adjusted from time to time to the satisfaction of the Agent as follows: 



        (1)   Consolidated
EBITDA for any applicable fiscal quarter shall be increased by the amount of any net increase to deferred revenue, and decreased by the amount of any net
decrease to deferred revenue, in such fiscal quarter on account of minimum quarterly payments for services under the Terminaling Services Agreement; 


        (2)   With
respect to any Acquisition, and solely for purposes of computing the Total Leverage Ratio, an amount equal to one-quarter of the EBITDA attributable to
the Person or assets acquired pursuant to such Acquisition shall be added to actual Consolidated EBITDA for the fiscal quarter in which such Acquisition was completed and for each of the immediately
preceding three fiscal quarters (in each case, net of any actual Consolidated EBITDA attributable to such assets or entity accruing after the consummation of such Acquisition);  provided that
(A) the EBITDA which is attributable to such Person or assets shall have been determined (i) in good faith by an

Executive Officer and in a manner acceptable to the Agent; (ii) giving effect to any anticipated or proposed cost savings related to such Acquisition, as well as any revenues reasonably
anticipated to be generated from through-put agreements executed or amended on or about the date of such Acquisition and in connection therewith, to the extent approved by the Agent, and
(B) no such adjustments shall be made unless, prior to the consummation of such Acquisition, the Agent shall have been furnished written documentation in form and substance satisfactory to the
Agent demonstrating pro forma compliance with all financial and other covenants contained herein after consummation of such Acquisition (whether or not such written documentation was required as part
of a Permitted Acquisition); and 


        (3)   With
respect to any Material Project, an amount equal to one-quarter of the EBITDA projected for the first twelve (12) months of operations of such
Material Project shall be added to actual Consolidated EBITDA for the fiscal quarter in which such Material Project was completed and for each of the immediately preceding three fiscal quarters (in
each case, net of any actual Consolidated EBITDA attributable to such Material Project accruing after its completion); provided that the aggregate
amount of such additions shall never exceed the lesser of (i) twenty percent (20%) of the capital cost of such Material Project and (ii) the projected Consolidated EBITDA attributable
thereto; provided further that no such additions shall be allowed with respect to any Material Project unless, not less than thirty (30) days
prior to the completion thereof, the Agent shall have received written pro forma projections of EBITDA relating to such Material Project and such other documentation as the Agent may reasonably
request, all in form and substance satisfactory to the Agent. 


        (4)   Consolidated
EBITDA for (a) each of the three fiscal quarters ending on or before the Funding Date shall be deemed to be of an amount equal to $3,663,000, and
(b) the fiscal quarter in which the Funding Date occurs, shall be deemed to be an amount equal to actual Consolidated EBITDA, computed as described above, plus the transaction expenses directly
incurred in connection with the IPO and this Credit Agreement (not to exceed $5,000,000), plus the product of $3,663,000 and a fraction, the numerator of which is the number of days in such fiscal
quarter prior to the Funding Date, and the denominator of which is the actual number of days in the fiscal quarter. 




        "Consolidated Funded Indebtedness" means, as of any date of determination, all Funded Indebtedness of Partners and its consolidated
Subsidiaries, determined on a consolidated basis in accordance with GAAP. 


        "Consolidated Income Taxes" means, for any applicable period of computation, the sum of all income taxes paid or payable in cash (net of
cash refunds) by Partners and its consolidated Subsidiaries during such period (including, without limitation, any federal, state, local and foreign income and similar taxes), determined on a
consolidated basis in accordance with applicable law and GAAP. 


        "Consolidated Interest Expense" means, for any applicable period of computation, all interest expense, net of cash interest income, paid
or payable by Partners and its consolidated Subsidiaries during such period, determined on a consolidated basis in accordance with GAAP. 


        "Consolidated Net Income" means, for any applicable period of computation, the net income of Partners and its consolidated Subsidiaries
for such period, determined on a consolidated basis in accordance with GAAP. 



        "Consolidated Net Tangible Assets" means, at any date of determination, the total amount of Consolidated assets of the Borrower and its
Restricted Subsidiaries after deducting therefrom: (a) all current liabilities (excluding (i) any current liabilities that by their terms are extendable or renewable at the option of the
obligor thereon to a time more than 12 months after the time as of which the amount thereof is being computed, and (ii) current maturities of long-term debt); and
(b) the value (net of any applicable reserves) of all goodwill, trade names, trademarks, patents and other like intangible assets, all as set forth, or on a pro forma basis would be set forth,
on the Consolidated balance sheet of the

Borrower and its Restricted Subsidiaries for the most recently completed Fiscal Quarter, prepared in accordance with GAAP. 


        "Contractual Obligations" means, with respect to any Person, any term or provision of any securities issued by such Person, or any
indenture, mortgage, deed of trust, contract, undertaking, document, instrument or other agreement to which such Person is a party or by which it or any of its properties is bound or to which it or
any of its properties is subject. 


        "Contribution Agreement" means the Contribution Agreement of even date herewith in substantially the form of  Exhibit M to be executed by each of the Credit Parties
or any Person who becomes party hereto or to the Full Recourse Guaranty Agreement pursuant
to a joinder agreement in form and substance reasonably satisfactory to the Agent, including, without limitation, and any Subsidiaries of Partners which may become Full Recourse Guarantors pursuant to  Section 7.15. 



        "Credit Agreement" means this credit agreement, dated as of the date hereof, as the same may be amended, restated, supplemented, or
otherwise modified from time to time. 


        "Credit and Collateral Termination Events" has the meaning set forth in paragraph (b) of  Article XII. 


        "Credit Documents" means, collectively, this Credit Agreement, any Revolving Notes, the Letter of Credit Documents, the Full Recourse
Guaranty Agreement, the Limited Recourse Guaranty Agreement, the Contribution Agreement, the Security Documents and all other documents, agreements, instruments, opinions and certificates executed and
delivered in connection herewith or therewith, excluding Lender Hedging Agreements, as the same may be amended, restated, supplemented, or otherwise modified from time to time. 


        "Credit Party" means each Full Recourse Credit Party and the Limited Recourse Guarantor. 


        "Default" means an event, condition or default which, with the giving of notice, the passage of time or both would become an Event of
Default. 


        "Default Rate" means with respect to (a) all amounts due and payable with respect to LIBOR Rate Loans and LIBOR Index Loans, a rate
per annum equal to two percent (2%) in excess of the rate then applicable to such LIBOR Rate Loans or LIBOR Index Loans until the end of the applicable Interest Period or due date of principal thereof
and, thereafter, a rate per annum equal to two percent (2%) in excess of the rate then applicable to Base Rate Loans and (b) all amounts due and payable with respect to Base Rate Loans and all
other Obligations arising under the Credit Agreement and the other Credit Documents, a rate per annum equal to two percent (2%) in excess of the rate then applicable to Base Rate Loans. 



        "Defaulting Lender" has the meaning given to such term in Section 2.1(d)(ii). 


        "Deposit Account Control Agreement" means an agreement among a Credit Party, a depositary institution, and the Agent, which agreement
(a) is substantially in the form of Exhibit H or (b) is in such other form as is reasonably acceptable to the Agent and its counsel
and which provides for the Agent's having "control" (as such term is used in Article 9 of the UCC) over the deposit accounts described therein, in each case as the same may be amended,
restated, supplemented, or otherwise modified from time to time. 


        "Dispute" means any judicial proceeding, any dispute, claim or controversy arising out of, connected with or relating to this Credit
Agreement or any other Credit Document. 


        "DOL" means the U.S. Department of Labor and any successor department or agency. 


        "Dollars" and "$" means dollars in lawful currency of the United States of America. 



        "Domestic Subsidiaries" means, with respect to any Person, any Subsidiary of such Person which is incorporated or organized under the laws
of any state of the United States or the District of Columbia. Any unqualified reference to any "Domestic Subsidiary" shall be deemed to be a reference to a Domestic Subsidiary of Partners, unless the
context clearly indicates otherwise.




        "Eligible Assignee" means (a) an Approved Assignee or (b) any other Person (i) which is a commercial bank, finance
company, insurance company or other financial institution or fund or Affiliate thereof and which, in the ordinary course of business, extends credit of the type contemplated herein; (ii) whose
becoming an assignee would not constitute a prohibited transaction under Section 4975 of the Internal Revenue Code or  Section 406 of ERISA;
(iii) which is organized under the laws of the United States of America or any state thereof; and (iv) which
has capital in excess of $500,000,000, provided, however, that "Eligible Assignee" shall not include the
Credit Parties, or any of the Credit Parties' Affiliates, financial sponsors or Subsidiaries. 



        "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor statute. 


        "ERISA Affiliate" means any (i) corporation which is or was at any time a member of the same controlled group of corporations
(within the meaning of Section 414(b) of the Internal Revenue Code) as the Credit Parties or any of their Subsidiaries; (ii) partnership
or other trade or business (whether or not incorporated) at any time under common control (within the meaning of Section 414(c) of the Internal
Revenue Code) with the Credit Parties or any of their Subsidiaries; and (iii) member of the same affiliated service group (within the meaning of  Section 414(m) of the Internal Revenue Code) as
the Credit Parties or any of their Subsidiaries, any corporation described in clause (i)
above, or any partnership or trade or business described in clause (ii) above. 


        "Eurodollar Loan" means a Loan bearing interest based at a rate determined by reference to the Eurodollar Rate. 


        "Eurodollar Rate" means, for the Interest Period for each Eurodollar Loan comprising part of the same borrowing (including conversions,
extensions and renewals), a per annum interest rate determined pursuant to the following formula: 



	 	 	Eurodollar Rate	 	=	 	London Interbank Offered Rate
 1 - Eurodollar Reserve Percentage	 	 





        "Eurodollar Reserve Percentage" means for any day, that percentage (expressed as a decimal) which is in effect from time to time under
Regulation D of the Board of Governors of the Federal Reserve System (or any successor), as such regulation may be amended from time to time or any successor regulation, as the maximum reserve
requirement (including, without limitation, any basic, supplemental, emergency, special, or marginal reserves) applicable with respect to Eurocurrency liabilities as that term is defined in
Regulation D (or against any other category of liabilities that includes deposits by reference to which the interest rate of Eurodollar Loans is determined), whether or not any Lender has any
Eurocurrency liabilities subject to such reserve requirement at that time. Eurodollar Loans and LIBOR Index Loans shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed
subject to reserve requirements without benefits of credits for proration, exceptions or offsets that may be available from time to time to a Lender. The Eurodollar Rate and the LIBOR Index Rate shall
be adjusted automatically on and as of the effective date of any change in the Eurodollar Reserve Percentage. 


        "Event(s) of Default" has the meaning provided for in Article XI. 



        "Excluded Taxes" has the meaning given to such term in Section 2.6. 


        "Executive Officer" means the chief executive officer, the chief financial officer, and the treasurer of the General Partner, acting for
and on behalf of Partners. 


        "Federal Funds Rate" means, for any period, a fluctuating interest rate per annum equal, for each day during such period, to the weighted
average of the rates on overnight Federal Funds transactions with members of the Federal Reserve System arranged by Federal Funds brokers, as published for such day (or, if such day is not a Business
Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day
on such transactions received by the Agent from three Federal Funds brokers of recognized standing selected by it.




        "Fee Letter" means the letter agreement, dated April 7, 2005, by and between the Agent, Partners and the Borrower regarding, among
other things, the fees respecting the credit facility contemplated in this Agreement to be paid by TMG or Borrower to the Agent. 



        "Fees" means, collectively, the Agent's Fees, the Lenders' Fees, Commitment Fees, Letter of Credit Fees and the Issuing Bank Fees payable
hereunder. 


        "Financials" has the meaning given to such term in Section 6.6. 


        "Flood Hazard Property" means a property in an area designated by the Federal Emergency Management Agency as having special flood or mud
slide hazards. 


        "Florida Real Property Assets" means any real property asset which is (a) now or hereafter owned by a Credit Party and
(b) physically located in the State of Florida. 


        "Foreign Lender" means any Lender that is not a United States person, as such term is defined in  Section 7701(a)(30) of the Internal Revenue Code. 


        "Foreign Subsidiary" means, with respect to any Person, any Subsidiary of such Person which is not a Domestic Subsidiary. Any unqualified
reference to any Foreign Subsidiary shall be deemed a reference to a Foreign Subsidiary of Partners, unless the context clearly indicates otherwise. 


        "Form S-1" means the final, effective Form S-1 Registration Statement of Partners filed by Partners
with the Securities and Exchange Commission in connection with the IPO. 


        "Full Recourse Credit Parties" means the Borrower, the Full Recourse Guarantors, and any Subsidiary of the Borrower or any Full Recourse
Guarantor that has become party hereto as a "Borrower" or executed or joined in the Full Recourse Guaranty Agreement or otherwise furnished a guaranty or collateral to secure or guarantee the
Obligations (but excluding the Limited Recourse Guarantor). 


        "Full Recourse Guarantor" means (i) Coastal Terminals L.L.C., Razorback L.L.C. and TPSI Terminals L.L.C., each a Delaware limited
liability company, and (ii) each other Person who enters into the Full Recourse Guaranty Agreement or becomes party to the Full Recourse Guaranty Agreement pursuant to a joinder agreement in
form and substance reasonably satisfactory to the Agent, including, without limitation, any Subsidiaries of Partners which may become Full Recourse Guarantors hereunder pursuant to  Section 7.15.




        "Full Recourse Guaranty Agreement" means the Full Recourse Guaranty Agreement substantially in the form of  Exhibit B-1, executed (directly or by joinder agreement)
in accordance with the terms of this Credit Agreement, as the same may be
amended, restated, supplemented, or otherwise modified from time to time. 


        "Fund" means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing
in commercial loans and similar extensions of credit in the ordinary course of its business. 



        "Funded Indebtedness" means, with respect to any Person, without duplication, all Indebtedness, other than Indebtedness of the types
described in clause (h) of the definition of "Indebtedness"). 


        "Funding Bank" means Wachovia or any other banking or financial institution from whom any of the Lenders borrow funds or obtain credit. 


        "Funding Date" means the date on which the first of the following is consummated: (a) the making of the initial Loan by the Lenders
to the Borrower under this Credit Agreement and (b) the issuance of any Letter of Credit by an Issuing Bank, in each case which shall not occur until such time as the conditions precedent set
forth in Section 5.2 have been satisfied or waived as provided therein. 


        "Funding Deadline" means August 15, 2005, or such later date as to which the Agent has agreed in writing. 










        "GAAP" means generally accepted accounting principles in the United States of America, as in effect on the date hereof and applied on a
consistent basis with the Financials. 


        "General Partner" means TransMontaigne GP L.L.C., a Delaware limited liability company which is wholly owned by TransMontaigne
Services Inc., and which, as of the Funding Date, owns a two (2) percent general partner interest in, and is the sole general partner of, Partners. 


        "Government Acts" means any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or
Governmental Authority 


        "Governmental Authority" means any federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory
body. 


        "Guarantor" means each Full Recourse Guarantor and the Limited Recourse Guarantor. 


        "Guaranty Agreement" means the Full Recourse Guaranty Agreement and the Limited Recourse Guaranty Agreement, individually or collectively,
as the context requires. 


        "Hedging Agreements" means any interest rate protection agreement or other interest rate protection agreement, foreign currency exchange
agreement, commodity option agreement or other interest or exchange rate or commodity price hedging agreements. 



        "Highest Lawful Rate" means, at any given time during which any Obligations shall be outstanding hereunder, the maximum nonusurious
interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the indebtedness under this Credit Agreement, under the laws of the State of
New York (or the law of any other jurisdiction whose laws may be mandatorily applicable notwithstanding other provisions of this Credit Agreement and the other Credit Documents), or under applicable
federal laws which may presently or hereafter be in effect and which allow a higher maximum nonusurious interest rate than under the State of New York or such other jurisdiction's law, in any case
after taking into account, to the extent permitted by applicable law, any and all relevant payments or charges under this Credit Agreement and any other Credit Documents executed in connection
herewith, and any available exemptions, exceptions and exclusions. 


        "Indebtedness" means, with respect to any Person, without duplication, (a) all obligations of such Person for borrowed money,
(b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made, (c) all obligations of such Person
under conditional sale or other title retention agreements relating to property purchased by such Person (other than customary reservations or retentions of title under agreements with suppliers
entered into in the ordinary course of business), (d) all obligations of such Person issued or assumed as the deferred purchase price of property or services purchased by such Person (other
than trade debt incurred in the ordinary course of business and due within six months of the incurrence thereof) which would appear as liabilities on a balance sheet of such Person, (e) all
Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of
production from, property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (f) all guaranties of such Person with respect to Indebtedness of
the type referred in this definition of another Person, (g) the principal portion of all obligations of such Person under Capital Leases, (h) all obligations of such Person under Hedging
Agreements, (i) the maximum amount of all letters of credit issued or bankers' acceptances facilities created for the account of such Person and, without duplication, all drafts drawn
thereunder (to the extent unreimbursed), (j) all preferred Capital Stock issued by such Person and required by the terms thereof to be redeemed in cash, or for which mandatory sinking fund
payments in cash are due, by a fixed date prior to the Maturity Date, (k) the principal component of payments due on Capital Leases or under any synthetic lease, tax retention operating lease,
off-balance sheet loan or similar off-balance sheet financing product, other than operating leases that do not constitute any of the foregoing, during the applicable period
ending on such date, determined on a consolidated basis in accordance with GAAP, and (l) the Indebtedness of any partnership or unincorporated joint venture in which such Person is a general
partner or a joint venturer in which such Person is legally obligated with respect thereto.




        "Independent Accountant" means a firm of independent public accountants of nationally recognized standing selected by Partners, which is
"independent" as that term is defined in Rule 2-01 of Regulation S-X promulgated by the Securities and Exchange Commission. 



        "Initial Assets" means those assets being transferred from TMG and its Affiliates to the Borrower in connection with the Initial Transfer,
and described on Schedule 1.1E. 


        "Initial Distributions" means: (i) as to Partners, the distribution to be made by Partners to TransMontaigne Product
Services Inc. and Coastal Fuels Marketing, Inc. on the Funding Date in an amount not to exceed the sum of (x) Loans made to the Borrower described in clause (ii) below,
plus (y) the net proceeds from the IPO, including any proceeds of the exercise of the underwriters' over-allotment option, and (ii) as to the Borrower, the distribution to be
made by the Borrower to Partners from the proceeds of Loans made on the Funding Date for the distribution to be made by Partners described in clause (i), which Loans for such purpose shall not
exceed an aggregate of $35,000,000. 


        "Initial Transfer" means the consummation of the transfer of the Initial Assets from TMG and its Affiliates to the Borrower on or before
the Funding Date, as contemplated in the Form S-1. 


        "Initial Transfer Documents" means the documents evidencing the terms and conditions of the Initial Transfer. 



        "Interest Coverage Ratio" means, as of the last day of each of Partners' fiscal quarters, for such fiscal quarter and the immediately
preceding three fiscal quarters, (a) Consolidated EBITDA for such period to (b) Consolidated Interest Expense for such period; provided,  however,
that for each of the four fiscal quarters ending on or before the Funding Date, Consolidated Interest Expense shall be assumed to be an amount
equal to $392,250. 


        "Interest Payment Date" means the date that is five (5) days after receipt by the Borrower of any invoice with respect to interest
due, which invoice shall be provided (a) as to any Base Rate Loan and any Swing Loan, for each calendar quarter on the last Business Day of such calendar quarter while such Loan is outstanding;  provided, however, that accrued and unpaid interest on any Swing Loan which is a LIBOR Index Loan shall
be due and payable in full upon payment of the principal amount of such Loan, (b) as to any Eurodollar Loan having an Interest Period of three months or less, for such Interest Period, and
(c) as to any Eurodollar Loan having an Interest Period longer than three months, for each three month period during such Interest Period and for the period from the last full three month
period during such Interest Period to the last day of such Interest Period. 



        "Interest Period" means, as to Eurodollar Loans, a period of one month, two months, three months, six months, or, subject to availability,
twelve months, as selected by the Borrower, commencing on the date of the borrowing (including continuations and conversions thereof); provided,  however,
(i) if any Interest Period would end on a day which is not a Business Day, such Interest Period shall be extended to the next succeeding
Business Day (except that where the next succeeding Business Day falls in the next succeeding calendar month, then on the next preceding Business Day), (ii) no Interest Period shall extend
beyond the Maturity Date and (iii) any Interest Period with respect to a Eurodollar Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the relevant calendar month at the end of such Interest Period. 


        "Internal Revenue" means the Internal Revenue Service and any successor agency. 


        "Internal Revenue Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute thereto and all
rules and regulations promulgated thereunder. 


        "Inventory" means all of each Full Recourse Credit Party's inventory as such term is defined in the UCC. 


        "Investment" by any Person means (i) the acquisition (whether for cash, property, services, assumption of Indebtedness, securities
or otherwise, but exclusive of the acquisition of inventory,

supplies, equipment and other property or assets used or consumed in the ordinary course of business of such Person or any of its Subsidiaries) of assets, shares of Capital Stock, bonds, notes,
debentures, partnership interests, joint ventures or other ownership interests or other securities of any other Person, (ii) any deposit (other than deposits constituting a Permitted Lien)
with, or advance, loan or other extension of credit (other than sales of inventory on credit in the ordinary course of business and payable or dischargeable in accordance with customary trade terms
and sales on credit of the type described in clauses (c) or (d) of Section 9.3) to, any other Person or (iii) any other capital
contribution to or investment in any other Person, including, without limitation, any obligation incurred for the benefit of such Person. In determining the aggregate amount of Investments outstanding
at any particular time, (a) the amount of any Investment represented by a guaranty shall be taken at not less than the maximum principal amount of the obligations guaranteed and still
outstanding; (b) there shall be deducted in respect of each such Investment any amount received as a return of capital (but only by repurchase, redemption, retirement, repayment, liquidating
dividend or liquidating distribution); (c) there shall not be deducted in respect of any Investment any amounts received as earnings on such Investment, whether as dividends, interest or
otherwise; and (d) there shall not be deducted from or added to the aggregate amount of Investments any decrease or increases, as the case may be, in the market value thereof. 


        "IPO" means an initial public offering of limited partnership interests in Partners. 



        "Issuing Bank" means Wachovia or any other Lender which shall issue a Letter of Credit for the account of the Borrower;  provided, there shall be only one Issuing Bank
other than Wachovia. 


        "Issuing Bank Fees" has the meaning given to such term in Section 4.5(b). 


        "Landlord Agreement" means a Landlord Lien Waiver Agreement, substantially in the form of  Exhibit D (or such other form as shall be reasonably acceptable to the
Agent), between the Agent and a Credit Party's landlord with respect to
the Mortgaged Real Estate. 


        "Leases" means leases with respect to any leased real property, together with any leases of real property entered into by a Credit Party
or any of its Subsidiaries after the date hereof. 


        "Lender" has the meaning given to such term in the preamble of this Credit Agreement. 



        "Lender Hedging Agreement" means any Hedging Agreement (other than one pertaining to the purchase or sale of commodities or commodity
options) between the Borrower and any Person (or affiliate of such Person) that was a Lender or an Affiliate of Lender at the time it entered into such Hedging Agreement whether or not such Person has
ceased to be a Lender under the Credit Agreement. 


        "Lenders' Fees" means the non-refundable fees payable to each of the Lenders as set forth in each of the Lender's respective
fee letter with the Agent. 


        "Lending Party" means the Agent and each Lender. 


        "Letter of Credit Committed Amount" means $35,000,000. 


        "Letter of Credit Documents" means, with respect to any Letter of Credit, such Letter of Credit, any amendments thereto, any documents
delivered in connection therewith, any application therefor, and any agreements, instruments, guarantees or other documents (whether general in application or applicable only to such Letter of Credit)
governing or providing for (i) the rights and obligations of the parties concerned or at risk or (ii) any collateral security for such obligations. 



        "Letter of Credit Fee" has the meaning given to such term in Section 4.5(a). 


        "Letter of Credit Obligations" means, at any time of determination, the sum of (i) the aggregate undrawn amount of all Letters of
Credit outstanding at such time, plus (ii) the aggregate amount of all drawings under Letters of Credit for which the Issuing Bank has not at
such time been reimbursed, plus (iii) without duplication, the aggregate amount of all payments made by each Lender to the Issuing Bank with
respect to such Lender's participation in Letters of Credit as provided in Section 3.3

for which the Borrower has not at such time reimbursed the Lenders, whether by way of a Revolving Loan or otherwise. 


        "Letters of Credit" means all stand-by letters of credit issued by an Issuing Bank for the account of the Borrower pursuant to
this Credit Agreement, and all amendments, renewals, extensions or replacements thereof. 



        "LIBOR Index Loan" means a Swing Loan during any period in which it bears interest at a rate determined by reference to the Adjusted LIBOR
Index Rate. 


        "Lien(s)" means any lien, claim, charge, pledge, security interest, deed of trust, mortgage, or other encumbrance. 


        "Limited Recourse Guarantor" means Partners. 


        "Limited Recourse Guaranty Agreement" means the Limited Recourse Guaranty Agreement substantially in the form of  Exhibit B-2, executed by the Limited Recourse
Guarantor in accordance with the terms of this Credit Agreement, as the same may be
amended, restated, supplemented, or otherwise modified from time to time. 


        "Loan" or "Loans" means Revolving Loans (or a portion of any Revolving Loan) and Swing
Loans, or any or all of them, as the context shall require. 


        "London Interbank Offered Rate" means, with respect to any Eurodollar Loan for the Interest Period applicable thereto, the rate of
interest per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Telerate Page 3750 (or any successor page) as the London interbank offered rate for
deposits in Dollars at approximately 11:00 A.M. (London time) two (2) Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period;  provided,
however, if more than one rate is specified on Telerate Page 3750, the applicable rate
shall be the arithmetic mean of all such rates. If, for any reason, such rate is not available, the term "London Interbank Offered Rate" means, with
respect to any Eurodollar Loan for the Interest Period applicable thereto, the rate of interest per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on
Reuters Screen LIBO Page as the London interbank offered rate for deposits in Dollars at approximately 11:00 A.M. (London time) two (2) Business Days prior to the first day of such
Interest Period for a term comparable to such Interest Period; provided, however, if more than one rate
is specified on Reuters Screen LIBO Page, the applicable rate shall be the arithmetic mean of all such rates. 


        "Material Adverse Change" means a material adverse change in (a) the business, prospects, operations, results of operations,
assets, liabilities or condition (financial or otherwise) of the Credit Parties, taken as a whole, (b) a material part of the Collateral, (c) the Credit Parties' ability to perform their
respective obligations under the Credit Documents, or (d) the rights and remedies of the Lenders hereunder. 



        "Material Adverse Effect" means a material adverse effect on (a) the business, prospects, operations, results of operations,
assets, liabilities or condition (financial or otherwise) of the Credit Parties, taken as a whole, (b) a material part of the Collateral, (c) the Credit Parties' ability to perform their
respective obligations under the Credit Documents, or (d) the rights and remedies of the Lenders hereunder. 


        "Material Contract" means (a) the Omnibus Agreement, (b) the Terminaling Services Agreement, and (c) any other
written contract or other arrangement (other than the Credit Documents), to which any Credit Party or any of its Subsidiaries is a party as to which the breach, nonperformance, cancellation or failure
to renew by any party thereto could reasonably be expected to have a Material Adverse Effect. 


        "Material Project" means any new terminal or other capital expansion project undertaken by any Credit Party, the Consolidated Capital
Expenditures attributable to which exceeds $3,000,000. 


        "Maturity Date" means, as to the Revolving Loans, Swing Loans and Letters of Credit (and the related Letter of Credit Obligations), the
earlier to occur of (a) the fifth (5th) anniversary of the

Closing Date; provided, that if, on the Funding Deadline, the conditions precedent set forth in Section 5.1 and 5.2 have not been satisfied, then
the Maturity Date shall be deemed to have occurred on such date. 


        "Moody's" means Moody's Investor Service, Inc. 


        "Mortgage" means, as to each parcel or tract of the Mortgaged Real Estate (or as to more than one parcel or tract, as the case may be),
the mortgage from the applicable Credit Party on such Mortgaged Real Estate, in form and substance reasonably satisfactory to the Agent, granting a Lien thereon to Agent, for the benefit of the
Lenders, to secure the Obligations. 


        "Mortgagee Policy" means, for each parcel or tract of the Mortgaged Real Estate, other than the Razorback Pipeline Property, an ALTA
mortgagee title insurance policy issued by the Title Insurance Company, assuring the Agent that the Mortgage on such Mortgaged Real Estate creates a valid and enforceable first priority (subject to
Permitted Liens) mortgage lien on such Mortgaged Real Estate, free and clear of all defects and encumbrances except Permitted Liens, which Mortgagee Policy shall be in form and substance reasonably
satisfactory to the Agent and shall provide for affirmative insurance and such reinsurance as the Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to
the Agent. 


        "Mortgaged Real Estate" means all Real Estate which, from time to time, is owned by a Credit Party and subject to a Mortgage, including,
without limitation, the terminal properties located in Mount Vernon, Missouri and Rogers, Arkansas, the Razorback Pipeline Property, and the Real Estate acquired from time to time pursuant to the
Omnibus Agreement, but excluding the Florida Real Property Assets. 


        "Multiemployer Plan" means a "multiemployer plan" as defined in Section 4001(a)(3)
of ERISA and (i) which is, or within the immediately preceding six (6) years was, contributed to by any Credit Parties or any of their Subsidiaries or ERISA Affiliates or
(ii) with respect to which any Credit Parties or any of their Subsidiaries may incur any liability. 


        "Note" or "Notes" means the Revolving Notes and the Swing Note, or any or all of them, as
the context shall require. 


        "Notice of Borrowing" means a notice substantially in the form of Exhibit G. 



        "Notice of Extension/Conversion" means a notice substantially in the form of  Exhibit I. 


        "Obligations" means the Loans, any other loans and advances or extensions of credit made or to be made by any Lender to the Borrower, or
to others for the Borrower's account, in each case pursuant to the terms and provisions of this Credit Agreement, together with interest thereon (including interest which accrues after the
commencement of any bankruptcy or similar case, whether or not such post-petition interest is allowed in such case) and, including, without limitation, any reimbursement obligation or
indemnity of the Borrower on account of Letters of Credit and all other Letter of Credit Obligations and all indebtedness, fees, liabilities and obligations which may at any time be owing by the
Borrower to any Lender (or an Affiliate of a Lender) in each case pursuant to this Credit Agreement or any other Credit Document, whether now in existence or incurred by the Borrower from time to time
hereafter, whether unsecured or secured by pledge, Lien upon or security interest in any of the Borrower's assets or property or the assets or property of any other Person, whether such indebtedness
is absolute or contingent, joint or several, matured or unmatured, direct or indirect and whether such Borrower is liable to such Lender (or an Affiliate of a Lender) for such indebtedness as
principal, surety, endorser, guarantor or otherwise. Obligations shall also include any other indebtedness owing to any Lender (or an Affiliate of a Lender) by the Borrower under this Credit Agreement
and the other Credit Documents, the Borrower's liability to any Lender (or an Affiliate of a Lender) pursuant to this Credit Agreement as maker or endorser of any promissory note or other instrument
for the payment of money, the Borrower's liability to any Lender (or an Affiliate of a Lender) pursuant to this Credit Agreement or any other Credit Document under any instrument of guaranty or
indemnity, or arising under any guaranty, endorsement or undertaking which any Lender

(or an Affiliate of a Lender) may make or issue to others for any such Borrower's account pursuant to this Credit Agreement, including any accommodation extended with respect to applications for
Letters of Credit, all liabilities and obligations arising under Lender Hedging Agreements owing from the Borrower or any other Credit Party to any Lender, or any Affiliate of a Lender (or any Person
that was a Lender or an affiliate of a Lender at the time such Lender Hedging Agreement was entered into), permitted under Section 9.2, all
liabilities and obligations now or hereafter arising from or in connection with any Cash Management Products, and all obligations of the Guarantors or any other Credit Party to any Lender (or an
Affiliate of any Lender) and the Agent arising under or in connection with any Guaranty Agreement, or any other Credit Document, including, without limitation, the Guaranteed Obligations (as defined
in each Guaranty Agreement). 


        "Omnibus Agreement" means an agreement, in form and substance satisfactory to the Agent, dated on or before the Funding Date by and among
TMG, Partners, Borrower and certain other parties thereto, which provides, among other things, (a) the terms and conditions upon which TMG will provide management services to Partners and its
Subsidiaries, (b) certain options in favor of the Borrower and certain Subsidiaries of Partners to purchase or acquire certain additional refined product terminals from TMG and its Subsidiaries
or Affiliates, as the same may be amended, restated, supplemented, or otherwise modified from time to time to the extent permitted herein. 


        "Operating GP" means TransMontaigne Operating GP L.L.C., a Delaware limited liability company which, as of the Closing Date, owns a 0.001%
general partnership interest in, and is the sole general partner of, the Borrower. 


        "Other Taxes" has the meaning given to such term in Section 2.6(e). 


        "PBGC" means the Pension Benefit Guaranty Corporation and any Person succeeding to the functions thereof. 


        "Partners" means TransMontaigne Partners L.P., a Delaware limited partnership, which is intended to qualify for taxation as a "master
limited partnership" under the Internal Revenue Code after the Funding Date, the sole general partner of which is the General Partner. 



        "Partners' Partnership Agreement" means the First Amended and Restated Partnership Agreement of Partners to be executed on or about the
date of the IPO in substantially the form attached as an Exhibit to the Form S-1, as the same may be amended, restated, supplemented, or otherwise modified from time to time to the
extent permitted herein. 


        "Permitted Acquisitions" means (a) the Initial Transfer and (b) any other Acquisition by Borrower or any of Partners' other
consolidated Subsidiaries, so long as (i) no Default or Event of Default is in existence or would be created thereby, (ii) the Person or assets being acquired by the Borrower or such
Subsidiary are for a Permitted Line of Business, and (iii) at least one of the following conditions is satisfied (as determined by Agent in its commercially reasonable discretion): 



        (A)  the
aggregate amount of consideration paid by Borrower or such Subsidiary for such Acquisition, when added to the aggregate amount of all consideration paid by Borrower
and all of Partners' consolidated Subsidiaries for other Acquisitions consummated by Borrower or any of such Subsidiaries in the same fiscal year as such Acquisition, does not exceed $15,000,000; 


        (B)  such
Acquisition arises from the exercise of options under the Omnibus Agreement, the consideration payable by the Borrower or such Subsidiary therefor to the seller
under the Omnibus Agreement is payable either in cash or by the issuance of Capital Stock of a Credit Party, or a combination thereof, and any cash consideration paid by the Borrower or such
Subsidiary is not obtained from proceeds of Loans; or 


        (C)  Partners
shall have (1) provided the Agent prior written documentation in form and substance reasonably satisfactory to the Agent demonstrating Partners' pro
forma compliance with all financial and other covenants contained herein after giving effect to such Acquisition and (2) satisfied all other conditions precedent to such Acquisition which the
Agent may reasonably require in connection therewith.






        "Permitted Indebtedness" means: 



        (a)   Indebtedness
to the Lenders with respect to the Revolving Loans, the Letters of Credit or otherwise, pursuant to the Credit Documents; 


        (b)   trade
payables incurred in the ordinary course of the Credit Parties' business; 


        (c)   unsecured
Indebtedness to TMG or any of its Subsidiaries, other than Partners and its Subsidiaries, in the form of loans and advances,  provided that (A) the aggregate amount of such Indebtedness outstanding
at any one time shall not exceed $5,000,000 and (B) at the time of
incurring such Indebtedness no Default or Event of Default exists or would arise therefrom; 


        (d)   obligations
of Partners or any of its Subsidiaries in respect of Hedging Agreements entered into in order to manage existing or anticipated interest rate and exchange
rate risks and not for speculative purposes; 


        (e)   Indebtedness
described on Schedule 1.1C and any refinancings of such Indebtedness;  provided that such Indebtedness is not increased in excess of the principal
balance outstanding thereon plus any interest, prepayment premium and other
related costs at the time of such refinancing so long as all such costs do not exceed $2,000,000, the scheduled maturity dates of such Indebtedness are not shortened and such refinancing is on terms
and conditions no more restrictive than the terms and conditions of the Indebtedness being refinanced; 


        (f)    unsecured
Funded Indebtedness of the Credit Parties not exceeding at any time an aggregate amount of $125,000,000,  provided, that (i) the Agent has been given prior written notice of the material terms and
conditions thereof and has found such terms and
conditions acceptable, (ii) the weighted average life to maturity of such unsecured Funded Indebtedness is no earlier than six (6) months after the Maturity Date, (iii) such
unsecured Funded Indebtedness does not contain financial covenants of a type not contained in this Credit Agreement and the financial covenants contained therein are no more
restrictive than the financial covenants contained in this Credit Agreement, (iv) the provisions of Section 9.12 are not breached, and
(v) after giving effect to the issuance of such unsecured Funded Indebtedness and the application of any of the proceeds thereof on the issuance date no Default or Event of Default shall exist; 


        (g)   Indebtedness
secured by Liens described in clause (d) of the definition of Permitted Liens; 


        (h)   Indebtedness
in an aggregate amount not exceeding 5% of Consolidated Net Tangible Assets; 


        (i)    intercompany
loans made by any Credit Party to any Full Recourse Credit Party; and 



        (j)    Indebtedness
of Partners' Foreign Subsidiaries for financing of the type described in clause (l) of the definition of Permitted Liens, which Indebtedness may be
unsecured or secured as permitted by such clause (l). 




        "Permitted Investments" means: 



        (a)   Cash
Equivalents; 


        (b)   interest-bearing
demand or time deposits (including certificates of deposit) which are insured by the Federal Deposit Insurance Corporation ("FDIC") or a similar federal
insurance program; provided, however, that the Credit Parties may, in the ordinary course of their respective businesses, maintain in their disbursement
accounts from time to time amounts in excess of then applicable FDIC or other program insurance limits; 


        (c)   Investments
existing on the Closing Date and set forth on Schedule 1.1D; 


        (d)   advances
to officers, directors and employees for expenses incurred or anticipated to be incurred in the ordinary course; 



        (e)   Permitted
Acquisitions;




        (f)    Investments
in (i) the Full Recourse Credit Parties; (ii) newly created direct or indirect Domestic Subsidiaries of Partners, and newly created direct or
indirect Foreign Subsidiaries of Partners, provided that (A) the applicable requirements of  Section 7.15 are satisfied (such that, as to any
Domestic Subsidiary, such Domestic Subsidiary becomes a Full Recourse Credit Party) and
(B) the aggregate amount of loans to and Investments in Foreign Subsidiaries shall not exceed $5,000,000 at any time; and (iii) TMG or any of its Subsidiaries, other than Partners and
its Subsidiaries, in the form of loans and advances, provided that (A) the aggregate amount of such Investments outstanding at any one time shall
not exceed $5,000,000 and (B) at the time of making any such Investment no Default or Event of Default exists or would arise therefrom; 


        (g)   investments
(including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent
obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; 



        (h)   Hedging
Agreements entered into by the Borrower relating to the Loans hereunder and other Hedging Agreements entered into in order to manage existing or anticipated
interest rate and exchange rate risks and not for speculative purposes; and 


        (i)    such
other Investments as the Required Lenders may approve in writing in their reasonable discretion. 




        "Permitted Liens" means 



        (a)   Liens
granted to the Agent or the Lenders (or their Affiliates to secure Lender Hedging Agreements) by the Credit Parties pursuant to any Credit Document; 


        (b)   Liens,
encumbrances and title exceptions listed on Schedule 1.1B and, as to the Mortgaged Real Estate,
(i) any Liens, encumbrances and title exceptions encumbering all or any portion of the Razorback Pipeline Property, except those granted by a Credit Party, and (ii) such Liens,
encumbrances and title exceptions of record as are reasonably acceptable to the Agent in its reasonable discretion; 



        (c)   Liens
on fixed assets securing Indebtedness permitted under clause (h) of the definition of Permitted Indebtedness; 


        (d)   Liens
of warehousemen, mechanics, materialmen, workers, repairmen, fillers, packagers, processors, common carriers, landlords and other similar Liens arising by
operation of law or otherwise, not waived in connection herewith, for amounts that are not yet overdue or which are being appropriately contested in good faith by the relevant Credit Party by
proceedings, provided that in any such case an adequate reserve is being maintained by such Credit Party to the extent required by GAAP; 



        (e)   attachment
or judgment Liens individually or in the aggregate not in excess of $10,000,000 (exclusive of (i) any amounts that are duly bonded to the satisfaction
of the Agent in its reasonable discretion or (ii) any amount adequately covered by insurance); 


        (f)    Liens
for taxes, assessments or other governmental charges not yet overdue or that are being contested in good faith by a Credit Party by appropriate proceedings,  provided that in any such contest an adequate
reserve in respect there of is being maintained by such Credit Party to the extent required by GAAP; 



        (g)   zoning
ordinances, easements, covenants, rights of way and other restrictions on the use of real property and other title exceptions that do not interfere in any
material respect with the ordinary course of business or, in the case of owned real property, the marketability of such real property; 


        (h)   deposits
or pledges to secure obligations under workmen's compensation, social security or similar laws, or under unemployment insurance;




        (i)    deposits
or pledges to secure bids, tenders, contracts (other than contracts for the payment of money), leases, regulatory or statutory obligations, surety and appeal
bonds and other obligations of like nature arising in the ordinary course of business; 


        (j)    restrictions
under federal and state securities laws on the transfer of securities; 


        (k)   restrictions
under foreign trade regulations on the transfer or licensing of assets of Partners and its Subsidiaries; 



        (l)    liens
on assets of any Foreign Subsidiary of Partners to secure financing made available to such Foreign Subsidiary (as to which no Credit Party is liable on such
financing) for working capital and capital expenditures of such Foreign Subsidiaries; and 


        (m)  Liens
on commodities accounts in favor of commodities intermediaries securing margin loans pertaining to such accounts. 




        "Permitted Line of Business" means, with respect to a given Person, lines of business engaged in by such Person and its Subsidiaries such
that such Person and its Subsidiaries, taken as a whole, are substantially engaged in business that (a) permits Partners to continue to be treated as a partnership under the Internal Revenue
Code and (b) constitutes, or is related to, the business of storage, processing, marketing, terminaling, and/or transportation of natural gas, natural gas liquids, oil, or products thereof or
related thereto. 


        "Permitted Restricted Payment" means (a) any dividend or distribution by Partners of "Available Cash" (as such term is defined in
Partners' Partnership Agreement) to the limited and general partners of Partners, as "Available Cash" is defined and calculated in such partnership agreement and only to the extent permitted by such
partnership agreement, and any corresponding dividend or distribution by the Borrower to Partners to enable it to make such dividend or distribution, (b) any repurchase by Partners of its
limited partnership units, in an aggregate amount not to exceed $3,000,000 from and after the Closing Date, (c) the Initial Distributions, and (d) other Restricted Payments made to
Partners that are necessary to enable Partners to pay its expenses incurred in the ordinary course of business, including payments pursuant to the Omnibus Agreement, professional expenses, directors
fees, transactional expenses incurred in connection with a Permitted Acquisition. 


        "Person" means any individual, sole proprietorship, partnership, joint venture, limited liability company, trust, unincorporated
organization, association, corporation, institution, entity, party or government (including any division, agency or department thereof), and, as applicable, the successors, heirs and assigns of each. 


        "Plan" means any employee benefit plan, program or arrangement, whether oral or written, maintained or contributed to by any Credit Party
or any of its Subsidiaries, or with respect to which such Credit Party or any such Subsidiary may incur liability. 


        "Pledge Agreement" means the Pledge Agreement, of even date herewith, between the Agent and the relevant Credit Parties, substantially in
the form of Exhibit D, as the same may be amended, restated, supplemented, or otherwise modified from time to time. 


        "Pledged Collateral" has the meaning given to such term in the Pledge Agreement. 


        "Prime Rate" means the rate which Wachovia announces from time to time as its prime, base or equivalent lending rate, as in effect from
time to time. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. Wachovia (and its affiliates) may make commercial loans or
other loans at rates of interest at, above or below the Prime Rate. 


        "Proprietary Rights" has the meaning given to such term in Section 6.17. 


        "Razorback Pipeline Property" means the parcels of real property owned, leased, or licensed by a Credit Party (or as to which a Credit
Party has any easement or other interest) on, over, under, or through which the Borrower's pipeline between its terminals in Mount Vernon, Missouri and Rogers, Arkansas is located. 










        "Real Estate" means the real property owned or leased (not including the mere right of use or possession of storage space or similar
arrangements, with no interest in the underlying fee) by the relevant Credit Parties described in Schedule 6.19, as it may be updated from time
to time pursuant to Sections 7.8 and 7.16, together with all Structures thereon. 



        "Real Property Documentation" means, with respect each parcel or tract of the Mortgaged Real Estate: 



        (a)   a
fully executed and notarized Mortgage encumbering the fee interest of the Credit Parties in such Mortgaged Real Estate; 


        (b)   an
owner's affidavit for such Mortgaged Real Estate, addressed to the title company, for such Mortgaged Real Estate; 


        (c)   as
to leased property, a Landlord Agreement; 


        (d)   a
Mortgagee Policy for such Mortgaged Real Estate, in an amount not less than the respective amounts designated in  Schedule 6.19 for such Mortgaged Real Estate; 


        (e)   evidence
in the form of a standard flood hazard determination certificate as to whether (i) such Mortgaged Real Estate is a Flood Hazard Property and
(ii) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program; 


        (g)   if
such Mortgaged Real Estate is a Flood Hazard Property, the relevant Credit Party's written acknowledgment of receipt of written notification from the Agent
(i) as to the existence of such Flood Hazard Property and (ii) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood
Insurance Program; 


        (h)   evidence
reasonably satisfactory to the Agent that such Mortgaged Real Estate, and the uses of such Mortgaged Real Estate, are in compliance in all material respects
with all applicable zoning laws, regulations and ordinances (the evidence submitted as to zoning may be in the form of a "zoning letter" from the municipality or other applicable jurisdiction in which
the applicable property is located and should include the zoning designation made for such Mortgaged Real Estate and the permitted uses of such Mortgaged Real Estate under such zoning designation; 



        (i)    UCC
fixture financing statements for such Mortgaged Real Estate, in form and substance reasonably satisfactory to the Agent, to be filed in the appropriate jurisdiction
as is necessary, in the Agent's reasonable discretion, to perfect the Agent's lien on such Mortgaged Real Estate; 


        (j)    copies
of all existing environmental reports and Regulatory Agency correspondence regarding the Emergency Response Notification Site listing (including any underground
storage tank closure reports, subsurface investigations and "No Further Action" letters and other existing correspondence and reports) respecting such Mortgaged Real Estate; 



        (k)   boundary
surveys of the sites of such Mortgaged Real Estate, together with a certification of the surveyor that all Structures are within, and do not encroach upon, such
boundaries; 




        "Reportable Event" means any of the events described in Section 4043 of ERISA and
the regulations thereunder. 


        "Required Lenders" means, at any time, Lenders (excluding Defaulting Lenders) holding in the aggregate at least 51% of (i) the
Revolving Credit Commitments or (ii) if the Revolving Credit Commitments have been terminated, aggregate outstanding principal amount of the Working Capital Obligations (including participation
interests in Letter of Credit Obligations, but excluding Swing Loans)). 


        "Restricted Payment" means (i) any cash dividend or other cash distribution, direct or indirect, on account of any Capital Stock of
any Credit Party or any of its Subsidiaries, as the case may be, now or hereafter outstanding, (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition
for value, direct or indirect, of any Capital Stock (other than purchase or redemption of Partner's Capital Stock issued to any officer, director or employee in connection with the payment of

withholding taxes on the vesting thereof) of any Credit Party or any of its Subsidiaries now or hereafter outstanding by such Credit Party or Subsidiary, as the case may be, except for any redemption,
retirement, sinking funds or similar payment payable (x) by one Full Recourse Credit Party solely to another Full Recourse Credit Party or (y) solely in Capital Stock of the same rights
and designation as such Capital Stock or in any class of Capital Stock junior to such Capital Stock or (iii) any cash payment made to redeem, purchase, repurchase or retire, or to obtain the
surrender of, any outstanding warrants, options or other rights to acquire any Capital Stock of any Credit Party (other than any such payment in respect of withholding taxes due upon the vesting or
exercise of any option to acquire Capital Stock granted to an officer, director or employee of a Credit Party) or any of its Subsidiaries now or hereafter outstanding. 


        "Revolving Credit Commitment" means, with respect to each Lender, the commitment of such Lender to make its portion of the Revolving Loans
in a principal amount up to such Lender's Revolving Credit Commitment Percentage of the Revolving Credit Committed Amount. 



        "Revolving Credit Commitment Percentage" means, for any Lender, its percentage of the aggregate Revolving Credit Commitments of all of the
Lenders as shown on the books and records of the Agent, as such percentage may be modified in connection with any assignment made in accordance with the provisions of  Section 14.5. 


        "Revolving Credit Committed Amount" means the aggregate revolving credit line extended by the Lenders to the Borrower for Revolving Loans
and Letters of Credit pursuant to and in accordance with the terms of this Credit Agreement, in an amount up to $75,000,000, as such revolving credit line may be reduced from time to time in
accordance with Section 2.2(c)(i) or increased from time to time in accordance with  Section 2.2(c)(ii). 


        "Revolving Loans" means loans and advances made to the Borrower by all of the Lenders on a revolving basis in accordance with their
respective Revolving Credit Commitments pursuant to Section 2.1(a)(i), and includes Base Rate Loans and Eurodollar Loans. 



        "Revolving Notes" means promissory notes of the Borrower to the Lenders that request such notes pursuant to  Section 2.1(c), substantially in the form of
Exhibit F-1, evidencing the
obligation of the Borrower to repay the Revolving Loans made by such Lenders, as the same may be amended, restated, supplemented, or otherwise modified from time to time. 


        "S&P" means Standard & Poor's Ratings Group, a division of The McGraw-Hill Companies, Inc. 



        "Security Agreement" means the Security Agreement, of even date herewith, between the Agent and the Full Recourse Credit Parties (and such
other Persons who may from time to time become party thereto by joinder agreement), substantially in the form of Exhibit E, as the same may be
amended, restated, supplemented, or otherwise modified from time to time. 


        "Security Documents" means, collectively, the Pledge Agreement, the Security Agreement, each Mortgage, each Deposit Account Control
Agreement, and each Commodities Account Control Agreement. 


        "Settlement Period" means each week, or such lesser period or periods as the Agent shall reasonably determine. 


        "Sole Lead Arranger" means Wachovia Capital Markets, LLC. 


        "Solvent" means that Partners and its consolidated Subsidiaries will not (i) be "insolvent," within the meaning of such term as
defined in section 101 of the "Bankruptcy Code", or section 2 of either the "UFTA" or the "UFCA", or as defined or used in any "Other Applicable Law" (as those terms are defined below),
or (ii) be unable to pay its debts generally as such debts become due within the meaning of section 548 of the Bankruptcy Code, section 4 of the UFTA or section 6 of the
UFCA, or (iii) have an unreasonably small capital to engage in any business or transaction, whether current or contemplated, within the meaning of section 548 of the Bankruptcy Code,
section 4 of the UFTA or section 5 of the UFCA. For purposes of the foregoing, "Bankruptcy Code" means 11 U.S.C.

section 101 et seq., "UFTA" means the Uniform Fraudulent Transfer Act, "UFCA" means the Uniform Fraudulent Conveyance Act, and "Other Applicable Law" means any other applicable law pertaining
to fraudulent transfers or acts voidable by creditors, in each case as such law may be amended from time to time. 



        "Solvency Certificate" means an officer's certificate of Partners prepared by an Executive Officer as to the financial condition, solvency
and related matters of the Credit Parties, on a pro forma basis after giving effect to the initial borrowings under the Credit Documents, substantially in the form of  Exhibit L.


        "Structures" means all plants, offices, manufacturing facilities, warehouses, administration buildings and related facilities located on
the Real Estate. 


        "Subsidiary" means, as to any Person, (a) any corporation more than 50% of whose Capital Stock of any class or classes having by
the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time, any class or classes of such corporation shall have or
might have voting power by reason of the happening of any contingency) is at the time owned by such Person directly or indirectly through Subsidiaries, (b) any partnership, limited liability
company, association, joint venture or other entity in which such Person directly or indirectly through Subsidiaries has more than a fifty percent (50%) interest in the total capital, total income
and/or total ownership interests of such entity at any time and (c) any partnership in which such Person is a general partner. Unless otherwise qualified, all references to a "Subsidiary" or to
"Subsidiaries" in this Credit Agreement shall refer to a Subsidiary or Subsidiaries of Partners. 


        "Swing Loan" means a Loan made by Wachovia pursuant to Section 2.1(a)(ii), which
must be a Base Rate Loan or, subject to Section 2.1(a)(ii), a LIBOR Index Loan. 


        "Swing Note" means the promissory note of the Borrower in favor of Wachovia, substantially in the form of  Exhibit F-2, evidencing the obligation of the Borrower to
repay the Swing Loans, as the same may be amended, restated, supplemented,
or otherwise modified from time to time. 


        "Taxes" means any federal, state, local or foreign income, sales, use, transfer, payroll, personal, property, occupancy, franchise or
other tax, levy, impost, fee, imposition, assessment or similar charge, together with any interest or penalties thereon. 



        "Terminaling Services Agreement" means an agreement, in form and substance satisfactory to Agent, dated on or before the Funding Date by
and among TransMontaigne Product Services Inc., a Delaware corporation, Coastal Fuels Marketing Inc., a Florida corporation, Partners, Borrower, and certain other parties thereto, which
provides, among other things, the terms and conditions upon which the Borrower and its Subsidiaries will provide transportation, storage, and throughput services for refined products to TMG and its
Affiliates, as the same may be amended, restated, supplemented, or otherwise modified from time to time to the extent permitted herein 



        "Termination Event" means (i) a Reportable Event with respect to any Benefit Plan or Multiemployer Plan; (ii) the withdrawal
of any Credit Parties or any of their Subsidiaries or ERISA Affiliates from a Benefit Plan during a plan year in which such entity was a "substantial employer" as defined in  Section 4001(a)(2) of
ERISA; (iii) the providing of notice of intent to terminate a Benefit Plan pursuant to  Section 4041 of ERISA; (iv) the institution by the PBGC of proceedings to terminate a Benefit Plan
or Multiemployer Plan; (v) any
event or condition (a) which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee
to administer, any Benefit Plan or Multiemployer Plan, or (b) that may result in termination of a Multiemployer Plan pursuant to  Section 4041A of ERISA; or (vi) the partial or complete
withdrawal within the meaning of  Sections 4203 and 4205 of ERISA, of any Credit Parties or any of their Subsidiaries or ERISA
Affiliates from a Multiemployer Plan. 


        "Title Insurance Company" means, as to each parcel or tract of the Mortgaged Real Estate, Lawyers Title Insurance Corporation or any other
title insurance company, mutually acceptable to the Borrower and the Agent, issuing the Mortgagee Policy with respect thereto.




        "TMG" means TransMontaigne Inc. 


        "Total Leverage Ratio" means, as of the last day of each of Partners' fiscal quarters, the ratio of (a) Consolidated Funded
Indebtedness as of such date to (b) Consolidated EBITDA for such fiscal quarter and the immediately preceding three fiscal quarters. 


        "UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York. 


        "UCP" means The Uniform Customs and Practice for Documentary Credits, as published as of the date of issue of any Letter of Credit by the
International Chamber of Commerce. 


        "USA Patriot Act" means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
(USA PATRIOT) Act of 2001, as in effect from time to time. 


        "Voting Stock" means, with respect to any Person, Capital Stock issued by such Person the holders of which are ordinarily, in the absence
of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right so to vote has been suspended by the happening of such
a contingency. 


        "Wachovia" means Wachovia Bank, National Association, and its successors and permitted assigns. 


        "Working Capital Obligations" means the sum at any time of (a) the Aggregate Revolving Loan Amount Outstanding, (b) the
Aggregate Swing Loan Amount Outstanding and (c) the Letter of Credit Obligations. 


        a.    Accounting Terms and Determinations.    



        Unless
otherwise defined or specified herein, all accounting terms shall be construed herein and all accounting determinations for purposes of determining compliance with  Section 8.1 and otherwise to be
made under this Credit Agreement shall be made in accordance with GAAP applied on a basis consistent in all
material respects with the Financials. If GAAP shall change from the basis used in preparing the Financials, the certificates required to be delivered pursuant to  Section 7.1 demonstrating
compliance with the covenants contained herein shall include calculations setting forth the adjustments necessary to
demonstrate how Partners is in compliance with the financial covenants based upon GAAP as in effect on the Closing Date. If the Credit Parties shall change their method of inventory accounting, all
calculations necessary to determine compliance with the covenants contained herein shall be made as if such method of inventory accounting had not been so changed. 


        Partners
or the Borrower shall deliver to the Agent and each Lender at the same time as the delivery of any annual financial statements given in accordance with the provisions of  Section 7.1, (i) a
description in reasonable detail of any material change in the application of accounting principles employed in the
preparation of such financial statements from those applied in the most recently preceding annual financial statements and (ii) a reasonable estimate of the effect on the financial statements
on account of such changes in application. 


        b.    Other Definitional Terms.    


        Terms
not otherwise defined herein which are defined in the UCC shall have the meanings given them in the UCC. The words "hereof", "herein" and "hereunder" and words of similar import
when used in this Credit Agreement shall refer to the Credit Agreement as a whole and not to any particular provision of this Credit Agreement, unless otherwise specifically provided. References in
this Credit Agreement to "Articles", "Sections", "Schedules" or "Exhibits" shall be to Articles, Sections, Schedules or Exhibits of or to this Credit Agreement unless otherwise specifically provided.
Any of the terms defined in Section 1.1 may, unless the context otherwise requires, be used in the singular or plural depending on the reference.
"Include", "includes" and "including" shall be deemed to be followed by "without limitation" whether or not they are in fact followed by such words or words of like import. "Writing", "written" and
comparable terms refer to printing, typing, computer disk, e-mail and other means of reproducing words in a visible form. References to any agreement or contract are to such

agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of
such Person. References "from" or "through" any date mean, unless otherwise specified, "from and including" or "through and including", respectively. References to any times herein shall refer to
Eastern Standard or Daylight Savings time, as applicable. 


ARTICLE II  


 LOANS  


        2.1    Revolving Loans and Swing Loans.    



        (a)    Commitments.    



        (i)    Revolving Loans.    Subject to the terms and conditions hereof and in reliance upon the representations and
warranties set forth herein, each of the Lenders severally agrees to lend to the Borrower at any time or from time to time on or after the Funding Date and before the Maturity Date, such Lender's
Revolving Credit Commitment Percentage of the Revolving Loans as may be requested or deemed requested by the Borrower. 



        (ii)    Swing Loans.    In addition to the foregoing, Wachovia shall from time to time after the Funding Date but
before the Maturity Date, upon the request of the Borrower, if the applicable conditions precedent in Article V have been satisfied, make Swing
Loans to the Borrower in an aggregate principal amount at any time outstanding not exceeding $10,000,000; provided that, immediately after such Swing
Loan is made, the conditions set forth in clauses (i) and (ii) of Section 2.1(b) shall have been satisfied. Except for calculation of the
Commitment Fee as set forth in the definition thereof, Swing Loans shall not be considered a utilization of the Revolving Credit Commitment of Wachovia or any other Lender hereunder. All Swing Loans
shall be made as Base Rate Loans or as LIBOR Index Loans; provided, however, that (A) the entire
principal balance of the Swing Loans shall at all times bear interest as either a LIBOR Index Loan or a Base Rate Loan; (B) while any Swing Loan is outstanding all subsequent Swing Loans must
bear interest at the same rate as the Swing Loans then outstanding; (C) the Borrower may not convert any outstanding Swing Loans from Base Rate Loans to LIBOR Index Loans, or vice versa;
(D) no Swing Loan shall constitute a LIBOR Index Loan for more than ten (10) succeeding Business Days; and (E) if any Swing Loan remains outstanding for more than ten
(10) Business Days as a LIBOR Index Loan, then the entire principal balance of the Swing Loans shall, automatically and without notice to Borrower or any other Person, convert to a Base Rate
Loan and, thereafter, bear interest as a Base Rate Loan. At any time, upon the request of Wachovia, each Lender other than Wachovia shall, on the third (3rd) Business Day after such
request is made, purchase a participating interest in Swing Loans in an amount equal to its ratable share (based upon its respective Revolving Credit Commitment) of such Swing Loans. On such third
(3rd) Business Day, each Lender will immediately transfer to Wachovia, in immediately available funds, the amount of its participation. Whenever, at any time after Wachovia has received
from any such Lender its participating interest in a Swing Loan, the Agent receives any payment on account thereof, the Agent will distribute to such Lender its participating interest in such amount
(appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded);  provided, however, that in the event that such payment received by the Agent is required to be returned,
such Lender will return to the Agent any portion thereof previously distributed by the Agent to it. Each Lender's obligation to purchase such participating interests shall be absolute and
unconditional and shall not be affected by any circumstance, including, without limitation: (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or
any other Person may have against Wachovia requesting such purchase or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the
termination of the Revolving Credit Commitments; (iii) the occurrence or existence of any Material Adverse Change or Material Adverse Effect or the existence or occurrence of any

adverse change in the condition (financial or otherwise) of any other Person; (iv) any breach of any Credit Document by any Credit Party or any other Lender; or (v) any other
circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. 




        (b)    Certain Limitations Applicable to the Loans.    



          (i)  The
Lenders agree, subject to the terms and conditions of this Credit Agreement, from time to time after the Funding Date but before the Maturity Date, to make
Revolving Loans to the Borrower on a revolving basis. The Working Capital Obligations, shall not in the aggregate exceed the Revolving Credit Committed Amount then in effect. 


         (ii)  No
Lender shall be obligated at any time to make available to the Borrower its Revolving Credit Commitment Percentage of any requested Revolving Loan if such amount  plus its Revolving Credit Commitment
Percentage of all Revolving Loans and its Revolving Credit Commitment Percentage of all Letter of Credit
Obligations would exceed such Lender's Revolving Credit Commitment at such time. The aggregate balance of Working Capital Obligations shall not at any time exceed the Revolving Credit Committed
Amount. No Lender shall be obligated to make available, nor shall the Agent make available, any Revolving Loans to the Borrower to the extent such Revolving Loan when added to the then outstanding
Revolving Loans, Swing Loans and Letter of Credit Obligations would cause the aggregate outstanding Working Capital Obligations to exceed the Revolving Credit Committed Amount then in effect. If at
any time the amount of all Working Capital Obligations outstanding exceeds the Revolving Credit Committed Amount then in effect, the Borrower immediately shall make a mandatory prepayment in
accordance with the provisions of Section 2.2(b)(i). 




        (c)    Revolving Notes and Swing Notes.    If so requested by a Lender (at or at any time after the Closing Date), the
obligations of the Borrower to repay the Revolving Loans to such Lender and to pay interest thereon shall be evidenced by a separate Revolving Note to such Lender, with appropriate insertions. One
Revolving Note shall be payable to the order of each Lender which so requests a Revolving Note, and each such Revolving Note shall be in a principal amount equal to such Lender's Revolving Credit
Commitment and shall represent the obligations of the Borrower to pay such Lender the amount of such Lender's Revolving Credit Commitment or, if less, the aggregate unpaid principal amount of all
Revolving Loans made by such Lender hereunder, plus interest accrued thereon, as set forth herein. Subject to  Sections 2.5, 13.8 and 14.5(e), the Borrower
irrevocably authorizes each Lender which has been issued a Revolving Note to make or cause to be made appropriate notations on its Revolving Note, or on a record pertaining thereto, reflecting
Revolving Loans and repayments thereof. The outstanding amount of the Revolving Loans set forth on such Lender's Revolving Note or record shall be prima
facie evidence of the principal amount thereof owing and unpaid to such Lender, but the failure to make such notation or record, or any error in such notation or record shall
not limit or otherwise affect the obligations of the Borrower hereunder or under any Revolving Note to make payments of principal of or interest on any Revolving Note when due. Any of the foregoing to
the contrary notwithstanding, any lack of a Lender's request to be issued a Revolving Note shall not, in any manner, diminish the Borrower's obligations to repay the Revolving Loans made by such
Lender, together with all other amounts owing to such Lender by the Borrower. The Swing Loans shall be evidenced by a single Swing Note payable to the order of Wachovia in the original principal
amount of $10,000,000. 


        (d)    Borrowings.    



          (i)  Each
request for borrowings hereunder shall be made by a Notice of Borrowing from the Borrower to the Agent, given not later than (A) 2:00 P.M. on the
Business Day on which the proposed borrowing is requested to be made for Revolving Loans that will be Base Rate Loans and for Swing Loans and (B) during normal business hours on the date that
is three Business Days prior to the date of the requested borrowing of Revolving Loans that will be Eurodollar Loans. Each request for borrowing made in a Notice of Borrowing shall be given by
telecopy, setting forth (1) the requested date of such borrowing, (2) the aggregate amount


of such requested borrowing and whether it is for a Revolving Loan or Swing Loan, (3) whether such Revolving Loans will be Base Rate Loans or Eurodollar Rate Loans, and if appropriate, the
applicable Interest Period, (4) whether such Swing Loan will be a Base Rate Loan or LIBOR Index Loan (subject to Section 2.1(a)(ii)),
(5) certification by the Borrower that it has complied in all respects with Section 5.3, all of which shall be specified in such manner as
is necessary to comply with all limitations on Revolving Loans and Swing Loans outstanding hereunder and (6) the account at which such requested funds should be made available. Each request for
borrowing made in a Notice of Borrowing shall be irrevocable by and binding on the Borrower. The Borrower shall be entitled to borrow Revolving Loans in a minimum principal amount of $3,000,000 and
integral multiples of $1,000,000 in excess thereof (or the remaining amount of the Revolving Credit Committed Amount, if less) and shall be entitled to borrow Base Rate Loans or Eurodollar Loans, or a
combination thereof, as the Borrower may request; provided, that no more than six (6) Eurodollar Loans shall be outstanding hereunder at any one
time; and provided, further, that Eurodollar Loans shall be in a minimum principal amount of at least
$3,000,000 and integral multiples of $1,000,000 in excess thereof. Each Swing Loan shall be in a minimum principal amount of at least $100,000 and integral multiples of $100,000 in excess thereof.
Revolving Loans and Swing Loans may be repaid and reborrowed in accordance with the provisions hereof. 


        The
Agent shall give to each Lender prompt notice (but in no event later than 3:00 P.M. on the date of the Agent's receipt of notice from the Borrower) of each requested borrowing
in a Notice of Borrowing by telecopy, telex or cable (other than any Notice of Borrowing which will be funded by the Agent in accordance with subsection (d)(ii) below). No later than
4:00 P.M. on the date on which a Revolving Loan borrowing is requested to be made pursuant to the applicable Notice of Borrowing, each Lender will make available to the Agent at the address of
the Agent set forth on the signature pages hereto, in immediately available funds, its Revolving Credit Commitment Percentage of such borrowing requested to be made (unless such funding is to be made
by the Agent in accordance with subsection (d)(ii) below). Unless the Agent shall have been notified by any Lender prior to the date of borrowing that such Lender does not intend to make
available to the Agent its portion of the Revolving Loan borrowing to be made on such date, the Agent may assume that such Lender will make such amount available to the Agent as required above and the
Agent may, in reliance upon such assumption, make available the amount of the borrowing to be provided by such Lender. Upon fulfillment of the conditions set forth in  Section 5.3 for such borrowing,
 the Agent will make such funds available to the Borrower at the account specified by the Borrower in such Notice
of Borrowing. 


         (ii)  If
the amounts of Revolving Loans described in subsection (d)(i) of this Section 2.1 are not in fact made
available to the Agent by a Lender (such Lender being hereinafter referred to as a "Defaulting Lender") and the Agent has made such amount available to
the Borrower, the Agent shall be entitled to recover such corresponding amount on demand from such Defaulting Lender. If such Defaulting Lender does not pay such corresponding amount forthwith upon
the Agent's demand therefor, the Agent shall promptly notify the Borrower and the Borrower shall immediately (but in no event later than five Business Days after such demand) pay such corresponding
amount to the Agent. The Agent shall also be entitled to recover from such Defaulting Lender and the Borrower, (A) interest on such corresponding amount in respect of each day from the date
such corresponding amount was made available by the Agent to the Borrower to the date such corresponding amount is recovered by the Agent, at a rate per annum equal to either (1) if paid by
such Defaulting Lender, the overnight Federal Funds Rate or (2) if paid by the Borrower, the then applicable rate of interest, calculated in accordance with  Section 4.1, plus (B) in each case, an amount equal to any reasonable costs (including
reasonable legal expenses) and losses incurred as a result of the failure of such Defaulting Lender to provide such amount as provided in this Credit Agreement. Nothing herein shall be deemed to
relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights which the Borrower may have against

any Lender as a result of any default by such Lender hereunder, including, without limitation, the right of the Borrower to seek reimbursement from any Defaulting Lender for any amounts paid by the
Borrower under clause (B) above on account of such Defaulting Lender's default. 


        (iii)  The
failure of any Lender to make the Revolving Loan to be made by it as part of any borrowing shall not relieve any other Lender of its obligation, if any, hereunder
to make its Revolving Loan on the date of such borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Revolving Loan to be made by such other Lender on the date
of any borrowing. 


        (iv)  Each
Lender shall be entitled to earn interest at the then applicable rate of interest, calculated in accordance with  Article IV, on outstanding Revolving Loans which it has funded to the Agent from the
date such Lender funded such Revolving Loan to, but
excluding, the date on which such Lender is repaid with respect to such Revolving Loan. 



         (v)  A
request for a borrowing may not be made by telephone, unless no other means are available at the time of such request. 





        2.2    Optional and Mandatory Prepayments; Reduction or Increase of Revolving Credit Committed
Amount.    



        (a)    Voluntary Prepayments.    The Borrower shall have the right to prepay Loans in whole or in part from time to
time, but otherwise without premium or penalty; provided, however, that (i) Loans that are
Eurodollar Loans may only be prepaid on three (3) Business Days' prior written notice to the Agent
specifying the applicable Loans to be prepaid; (ii) any prepayment of Loans that are Eurodollar Loans will be subject to Section 4.10;
(iii) each such partial prepayment of Revolving Loans shall be in a minimum principal amount of $1,000,000 for Base Rate Loans and $3,000,000 for Eurodollar Loans and (iv) each such
partial prepayment of Swing Loans shall be in a minimum principal amount of $100,000, or in each case, the outstanding balance, if less. Unless otherwise directed in writing by the Borrower, voluntary
prepayments shall be applied first to Swing Loans and then to Revolving Loans and, with respect to Revolving Loans, first to Base Rate Loans and then to Eurodollar Loans in the direct order of
Interest Period maturities thereof. 


        (b)    Mandatory Prepayments.    



        (i)    Revolving Credit Committed Amount.    If at any time, the Working Capital Obligations outstanding shall exceed
the Revolving Credit Committed Amount then in effect, the Borrower immediately shall pay to the Agent, for the ratable account of the Lenders, an amount sufficient to eliminate such excess. 



        (ii)    Application of Mandatory Prepayments.    All amounts required to be paid pursuant to this  Section 2.2(b) shall be
applied to Swing Loans, and then Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral
account held by the Agent in respect of Letter of Credit Obligations. Within the parameters of the applications set forth above for Swing Loans and Revolving Loans, prepayments shall be applied first
to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 2.2(b) shall be
subject to Section 4.10. 




        (c)    Voluntary Reductions of Revolving Credit Committed Amount; Increases to the Revolving Credit Committed
Amount.    



          (i)  The
Borrower may from time to time permanently reduce or terminate the Revolving Credit Committed Amount in whole or in part (in minimum aggregate amounts of $3,000,000
or in integral multiples of $1,000,000 in excess thereof (or, if less, the full remaining amount of the then applicable Revolving Credit Committed Amount)) upon three (3) Business Days' prior
written notice to the Agent; provided, however, no such termination or reduction shall be made which
would cause the aggregate principal amount of outstanding Revolving Loans plus Letter of Credit Obligations outstanding to exceed the Revolving Credit
Committed Amount (as so reduced), unless, concurrently with such termination or reduction, the Borrower make a

mandatory prepayment in accordance with the provisions of Section 2.2(b)(i). The Agent shall promptly notify each affected Lender of receipt by
the Agent of any notice from the Borrower pursuant to this Section 2.2(c). 


         (ii)  The
Revolving Credit Committed Amount may be increased from time to time as follows: 



        (A)  At
the Borrowers' written request to the Agent, the Revolving Credit Committed Amount may be increased from time to time in increments of $5,000,000, up to an additional
$75,000,000 in the aggregate, for a maximum Revolving Credit Committed Amount of $150,000,000; provided,  however, that no such increase shall be effective
unless: 



        (1)   The
Agent shall have received one or more additional commitments from existing Lenders (as provided below in subparagraph (B), below) or such other Person
satisfying the terms and conditions set forth in subparagraph (C), below; 


        (2)   The
Agent shall have consented to such increase; 


        (3)   No
Default or Event of Default shall have occurred and be continuing at the time any such request is made by the Borrowers or at the time such increase would otherwise
become effective; and 


        (4)   Unless
the Borrowers have otherwise agreed in writing to provide the indemnification provided for in Section 4.10,
no Eurodollar Loan shall be outstanding. 




        (B)  Upon
its receipt of any written request to increase the Revolving Credit Committed Amount, the Agent will deliver such notice to each of the Lenders, each of whom shall
have the right to provide all or a part of the specified increase (in increments of at least $1,000,000). If any then existing Lender desires to provide all or any part of such increase, it must,
within two Business Days of its receipt of such notice from the Agent, respond to the Agent in writing, which response must clearly indicate the amount of such increase such responding Lender would
like to provide (which election shall be irrevocable). If the aggregate amount of additional commitments proposed by all of the responding Lenders exceeds the amount of the increase requested by the
Borrowers, then the Agent shall allocate the increase to each such responding Lender pro rata based on the amount of such increase proposed by such Lender, divided by the aggregate amount proposed by
all responding Lenders. Except as provided in this paragraph, no Lender shall have any obligation to provide any such increase. 


        (C)  If
the then existing Lenders do not provide additional commitments to meet the requested increase, then any other Person or Persons who, unless otherwise agreed to in
writing by the Agent, would constitute Eligible Assignees and who are acceptable to Agent may provide the remaining portion of requested increase (as determined by Agent) by joining this Credit
Agreement as Lenders, executing and delivering a joinder agreement in form and substance satisfactory to the Agent, and otherwise providing all documentation as would be required of an Eligible
Assignee pursuant to Section 14.5, all the extent requested by the Agent, whereupon such Persons shall be deemed Lenders for all purposes
hereunder. 


        (D)  To
the extent deemed reasonably necessary by the Agent, each Lender shall sell to or purchase from, as applicable, each other Lender an amount necessary to place the
aggregate outstanding amount of such Lender's Revolving Loans in proportion to its Revolving Credit Commitment Percentage, in light of such increase and reallocation of the Revolving Loans (with the
Borrower being liable for any indemnification required pursuant to Section 4.10). Upon the effectiveness of any increase to the Revolving Credit
Committed Amount, the Agent will modify its books and records to reflect the revised Commitments of each of the Lenders. Any Lender that increases its Commitment pursuant to this Section shall be
entitled to request and receive a replacement Note in the amount of its increased Commitment which the Borrower shall promptly provide. 












        (d)    Maturity Date.    The Revolving Credit Commitment of the Lenders, the commitment of Wachovia to make Swing
Loans and the Letter of Credit Commitment of the Issuing Bank shall automatically terminate on the Maturity Date. 


        (e)    General.    The Borrower shall pay to the Agent for the account of the Lenders in accordance with the terms of  Section 4.3, on the date of each termination or reduction of the Revolving Credit Committed Amount, the Commitment Fee accrued through the date
of such termination or reduction on the amount of the Revolving Credit Committed Amount so terminated or reduced. 


        (f)    Hedging Obligations Unaffected.    Any prepayment made pursuant to this  Section 2.2 shall not affect the Borrower's
obligation to continue to make payments under any Lender Hedging Agreement, which shall remain in
full force and effect notwithstanding such prepayment, subject to the terms of such Lender Hedging Agreement. 




        2.3    Payments and Computations.    



        (a)    Payments.    The Borrower shall make each payment hereunder and under the Notes not later than 2:00 P.M.
on the day when due. Payments made by the Borrower shall be in Dollars to the Agent at its address referred to in Section 14.4 in immediately
available funds without deduction, withholding, setoff or counterclaim. As soon as practicable after the Agent receives payment from the Borrower, but in no event later than one Business Day after
such payment has been made, subject to Section 2.1(d)(ii), the Agent will cause to be distributed like funds relating to the payment of
principal, interest, or Fees (other than amounts payable on the Swing Loans or to the Agent to reimburse the Agent and the Issuing Bank for fees and expenses payable solely to them pursuant to  Article IV) or expenses payable to the Agent and the Lenders in accordance with  Section 14.7 ratably to the Lenders, and like funds relating to the payment of any other amounts payable to such Lender.
The Borrower's
obligations to the Lenders with respect to such payments shall be discharged by making such payments to the Agent pursuant to this Section 2.3(a)
or if not timely paid or any Event of Default then exists, may be added to the principal amount of the Revolving Loans outstanding. 


        (b)    Treatment of Accounts After an Event of Default.    After the occurrence of an Event of Default, if so demanded
by the Agent: 



          (i)  the
Full Recourse Credit Parties shall instruct all of their respective account debtors that do not already do so to remit all payments directly to Agent for deposit by
the Agent in a deposit account designated by Agent, which deposit account shall be maintained at the Agent and over which the Agent shall have control; 


         (ii)  all
amounts received directly by the Full Recourse Credit Parties from any account debtor, in addition to all other cash received from any other source (including but
not limited to proceeds from asset sales and judgments), shall be held in trust for the benefit of the Agent and the Lenders and shall be promptly forwarded to Agent for deposit into such deposit
account; 


        (iii)  funds
forwarded to the Agent or deposited into the deposit account described above shall immediately become the property of the Agent and, at the Agent's discretion,
all funds forwarded to Agent or deposited into such deposit account shall be applied to the Obligations as provided in Section 2.8; 


        (iv)  no
Full Recourse Credit Party shall direct any account debtor to submit payment on any Account to any address or location other than to Agent and the deposit account
described above; and 


         (v)  Agent
shall have the right, but not the obligation, to contact each of the Full Recourse Credit Parties' account debtors directly to verify balances and to direct such
account debtor to make payment on the Accounts directly to Agent for application to the Obligations as provided herein.






        (c)   After
the occurrence and during the continuance of an Event of Default, the Borrower hereby authorizes each Lender to charge from time to time against the Borrower's
deposit or other accounts with such Lender any of the Obligations which are then due and payable. Each Lender receiving any payment as a result of charging any such account shall promptly notify the
Agent thereof and make such arrangements as the Agent shall request to share the benefit thereof in accordance with Section 2.7. 


        (d)   Except
as otherwise provided herein with respect to Eurodollar Loans, any payments falling due under this Credit Agreement on a day other than a Business Day shall be
due and payable on the next succeeding Business Day and shall accrue interest at the applicable interest rate provided for in this Credit Agreement to but excluding such Business Day. Except as
otherwise provided herein, computation of interest and fees hereunder shall be made on the basis of actual number of days elapsed over a year of 360 days. Interest on Base Rate Loans bearing
interest based on the Prime Rate shall be calculated on the basis of a year of 365 (or 366, if applicable) days. 




        2.4    Maintenance of Account.    


        The
Agent shall maintain an account on its books in the name of the Borrower in which the Borrower will be charged with all loans and advances made by the Lenders to the Borrower or for
the Borrower's account, including the Revolving Loans, the Swing Loans, the Letter of Credit Obligations and any other Obligations, including any and all costs, expenses and attorney's fees which the
Agent may incur, including, without limitation, in connection with the exercise by or for the Lenders of any of the rights or powers herein conferred upon the Agent (other than in connection with any
assignments or participations by any Lender) or in the prosecution or defense of any action or proceeding by or against the Borrower or the Lenders concerning any matter arising out of, connected
with, or relating to this Credit Agreement or the Accounts, or any Obligations owing to the Lenders by the Borrower. The Borrower will be credited with all amounts received by the Lenders from the
Borrower or from others for the Borrower's account, including, as above set forth, all amounts received by the Agent in payment of Accounts. In no event shall prior recourse to any Accounts or other
Collateral be a prerequisite to the Agent's right to demand payment of any Obligation upon its maturity. Further, it is understood that the Agent shall have no obligation whatsoever to perform in any
respect any of the Borrower's contracts or obligations relating to the Accounts. 


        2.5    Statement of Account.    


        Within
fifteen (15) days after the end of each month the Agent shall send the Borrower a statement showing the accounting for the charges, loans, advances and other transactions
occurring between the Lenders and the Borrower during that month. The monthly statements shall be deemed correct and binding upon the Borrower and shall constitute an account stated between the
Borrower and the Lenders unless the Agent receives a written statement of the Borrower's exceptions within forty-five (45) days after same is mailed to the Borrower. 


        2.6    Taxes.    



        (a)   All
payments made by the Borrower hereunder or under any Note will be, except as provided in Section 2.6(b), made
free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any
Governmental Authority or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding any tax imposed on or measured by the net income or profits
of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any
subdivision thereof or therein (the "Excluded Taxes")) and all interest, penalties or similar liabilities with respect thereto (all such
non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Payment Taxes"). If any
Payment Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Payment Taxes, and such additional amounts as may be necessary so that every

payment of all amounts due under this Credit Agreement or any other Credit Document, after withholding or deduction for or on account of any Payment Taxes, will not be less than the amount provided
for herein or therein. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Payment Taxes so levied or imposed and
paid by such Lender. 


        (b)   Each
Foreign Lender agrees to deliver to the Borrower and the Agent on or prior to the Closing Date, or in the case of a Lender that is an assignee or transferee of an
interest under this Credit Agreement pursuant to Section 14.5(c) (unless the respective Lender was already a Lender hereunder immediately prior
to such assignment or transfer), on the date of such assignment or transfer to such Foreign Lender, two accurate and complete original signed copies of Internal Revenue Service
Form W-8 BEN, W-8 ECI or W-8 IMY, as applicable (or successor forms) certifying such Foreign Lender's entitlement to a complete exemption from United States
withholding tax with respect to payments to be made under this Credit Agreement and under any Note. In addition, each Foreign Lender agrees that it will deliver updated versions of the foregoing, as
applicable, whenever the previous certification has become obsolete or inaccurate in any material respect, together with such other forms as may be required in order to confirm or establish the
entitlement of such Foreign Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note. Notwithstanding anything to
the contrary contained in Section 2.6(a), but subject to the immediately succeeding sentence, (x) the Borrower shall be entitled, to the
extent it is required to do so by law, to deduct or withhold Payment Taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or
other amounts payable hereunder for the account of any Foreign Lender to the extent that such Foreign Lender has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a
complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 2.6(a) to
gross-up payments to be made to a Foreign Lender in respect of Payment Taxes imposed by the United States if such Foreign Lender has not provided to the Borrower the Internal Revenue
Service Forms required to be provided to the Borrower pursuant to this Section 2.6(b) or if such forms do not provide for a complete exemption
from withholding tax. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 2.6, the Borrower
agrees to pay additional amounts and to indemnify each Lender in the manner set forth in Section 2.6(a) (without regard to the identity of the
jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes after the
Closing Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation
thereof, relating to the deducting or withholding of Payment Taxes. Notwithstanding anything to the contrary contained in this Section 2.6, the
Borrower shall not be required to pay any Payment Taxes for any period ending ninety (90) days or more prior to the request for payment of such Other Taxes. 


        (c)   Each
Lender agrees to use reasonable efforts (including reasonable efforts to change its lending office) to avoid or to minimize any amounts which might otherwise be
payable pursuant to this Section 2.6; provided,  however, that such efforts shall not cause the
imposition on such Lender of any additional costs or legal or regulatory burdens deemed by such Lender in
its reasonable discretion to be material. 


        (d)   If
the Borrower pays any additional amount pursuant to this Section 2.6 with respect to a Lender, such Lender
shall use reasonable efforts to obtain a refund of tax or credit against its tax liabilities on account of such payment; provided that such Lender shall
have no obligation to use such reasonable efforts if either (i) it is in an excess foreign tax credit position or (ii) it believes in good faith, in its reasonable discretion, that
claiming a refund or credit would cause adverse tax consequences to it. In the event that such Lender receives such a refund or credit, such Lender shall pay to the Borrower an amount that such Lender
reasonably determines is equal to the net tax benefit obtained by such Lender as a result of such payment by the Borrower. In the event that


no refund or credit is obtained with respect to the Borrower's payments to such Lender pursuant to this Section 2.6, then such Lender shall upon
request provide a certification that such Lender has not received a refund or credit for such payments. Nothing contained in this Section 2.6
shall require a Lender to disclose or detail the basis of its calculation of the amount of any tax benefit or any other amount or the basis of its determination referred to in the proviso to the first
sentence of this Section 2.6(a) to the Borrower or any other party. 



        (e)   In
addition, the Borrower agrees to pay any present or future stamp, documentary, privilege, intangible or similar Taxes or any other excise or property Taxes, charges
or similar levies that arise at any time or from time to time (other than Excluded Taxes) (i) from any payment made under any and all Credit Documents, (ii) from the transfer of the
rights of any Lender under any Credit Documents to any other Lender or Lenders or (iii) from the execution or delivery by the Borrower of, or from the filing or recording or maintenance of, or
otherwise with respect to, any and all Credit Documents (hereinafter referred to as "Other Taxes"). 



        (f)    The
Borrower will indemnify each Lender and the Agent for the full amount of Payment Taxes (including, without limitation and without duplication, any Payment Taxes
imposed by any jurisdiction on amounts payable under this Section 2.6), subject to (i) the exclusion set out in the first sentence of  Section 2.6(a), and (ii) the provisions of Section 2.6(b), and will indemnify each
Lender and the Agent for the full amount of Other Taxes (including, without limitation and without duplication, any Payment Taxes imposed by any jurisdiction on such Other Taxes paid by such Lender or
the Agent (on its own behalf or on behalf of any Lender), as the case may be, in respect of payments made or to be made hereunder, and any liability (including penalties, interest and expenses)
arising solely therefrom or with
respect thereto, whether or not such Payment Taxes or Other Taxes were correctly or legally asserted. Payment of this indemnification shall be made within thirty (30) days from the date such
Lender or the Agent, as the case may be, makes written demand therefor. 


        (g)   Within
thirty (30) days after the date of any payment of Payment Taxes or Other Taxes by the Borrower, the Borrower shall furnish to the Agent, at its address
referred to in Section 14.4, the original or certified copy of a receipt evidencing payment thereof. 



        (h)   Without
prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this  Section 2.6 shall survive the payment in full of all
Obligations hereunder and under any Notes. 




        2.7    Sharing of Payments.    


        If
any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff or otherwise) on account of the Loans made by it in excess of its  pro rata share of such
payment as provided in this Credit Agreement or its participation in Letters of Credit in excess of its
pro rata share of its participation therein as provided for in this Credit Agreement, such Lender shall forthwith purchase from the other Lenders such
participations in the Loans made by them or in their participation in Letters of Credit as shall be necessary to cause such purchasing Lender to share the excess payment accruing to all Lenders in
accordance with their respective ratable shares as provided for in this Credit Agreement; provided,  however, that if all or any portion of such excess is
thereafter recovered from such purchasing Lender, such purchase from each Lender shall be
rescinded and each such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the
proportion of (i) the amount of such Lender's required repayment to (ii) the total amount so recovered from the purchasing Lender) or any interest or other amount paid or payable by the
purchasing Lender in respect to the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this  Section 2.7 may, to the fullest
extent permitted by law, exercise all of its rights of payment (including the right of setoff) with respect to
such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.




        2.8    Allocation of Payments; Pro Rata Treatment.    



        (a)    Allocation of Payments Prior to Event of Default; Payments Generally.    Each borrowing of Revolving Loans and
any reduction of the Revolving Credit Commitments shall be made pro rata according to the respective Revolving Credit Commitment Percentages of the
Lenders. Each payment under this
Agreement or any Note shall be applied, first, to any Fees then due and owing pursuant to Article IV, second, to interest then due and owing in
respect of the Swing Loans, third to principal then due and owing hereunder and under the Swing Loans, fourth, to interest then due and owing in respect of the Revolving Loans and lastly, to principal
then due and owing hereunder and under the Revolving Loans. Each payment on account of any Fees pursuant to Article IV shall be made  pro rata in
accordance with the respective amounts due and owing (except the Issuing Bank Fees which shall be payable solely to the Issuing Bank). Each
payment (other than prepayments) by the Borrower on account of principal of and interest on the Revolving Loans shall be allocated pro rata among the
Lenders in accordance with the respective principal amounts of their outstanding Loans. Payments made pursuant to Section 4.9 shall be applied in
accordance with such Section. Each voluntary and mandatory prepayment on account of principal of the Loans shall be applied in accordance with  Section 2.2(a) or (b)
, as applicable. 


        (b)    Allocation of Payments After Event of Default and Proceeds of Collateral.    Notwithstanding any other
provisions of this Credit Agreement or any other Credit Document to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent
or any Lender on account of the Obligations (whether in an insolvency or bankruptcy case or proceeding or otherwise) or any other amounts outstanding under any of the Credit Documents or in respect of
the Collateral shall be paid over or delivered as follows: 



        FIRST,
to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Agent in connection with
enforcing the rights of the Lenders under the Credit Documents, any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Security Documents; 


        SECOND,
to payment of any fees owed to the Agent or an Issuing Bank hereunder or under any other Credit Document; 



        THIRD,
to the payment of all reasonable out-of-pocket costs and expenses, (including, without limitation, reasonable attorneys' fees) of each of the Lenders in
connection with enforcing its rights under the Credit Documents; 


        FOURTH,
to the payment of all Obligations consisting of accrued fees and interest payable to the Lenders hereunder (and Wachovia, with respect to Swing Loans) in connection with the
Loans and the Revolving Credit Commitments; 


        FIFTH,
to the payment of the outstanding principal amount of the Swing Loans, and then to the payment of the outstanding principal amount of the Revolving Loans and to the payment or
cash collateralization of the outstanding Letters of Credit Obligations, pro rata, as set forth below and including with respect to any Lender Hedging
Agreement, to the extent such Lender Hedging Agreement is permitted by this Agreement, any breakage, termination or other payments due under such Lender Hedging Agreement and any interest accrued
thereon; 


        SIXTH,
to all other Obligations which shall have become due and payable under the Credit Documents and not repaid pursuant to clauses "FIRST" through "FIFTH" above, including all
liabilities and obligations now or hereafter arising from or in connection with any Cash Management Products provided by any of the Lenders; and 



        SEVENTH,
to the payment of the surplus, if any, to whomever may be lawfully entitled to receive such surplus.







        In
carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category;
(b) except for payments on Swing Loans, each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that its then outstanding Revolving Loans, Letters of
Credit Obligations and obligations outstanding under the Lender Hedging Agreements permitted by this Agreement bears to the aggregate then outstanding Revolving Loans, Letters of Credit Obligations,
and obligations outstanding under the Lender Hedging Agreements) of amounts available to be applied pursuant to clauses "THIRD," "FOURTH," "FIFTH," and "SIXTH" above; (c) to the extent that any
amounts available for distribution pursuant to clause "FIFTH" above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Agent in a
cash collateral account (which account shall be an interest bearing checking account) and applied (x) first, to reimburse the Issuing Bank from time to time for any drawings under such Letters
of Credit and (y) then, following the expiration of any particular Letter of Credit, the cash collateral held therefor to all other obligations of the types described in clause "SIXTH" above in
the manner provided in this Section 2.8 and in the Security Documents. 



        2.9    Extensions and Conversions.    


        Subject
to the terms of Article V, the Borrower shall have the option, on any Business Day, to extend existing Eurodollar Loans
into a subsequent permissible Interest Period, to convert Revolving Loans that are Base Rate Loans into Eurodollar Loans, or to convert Eurodollar Loans into Base Rate Loans;  provided, however, that (i) except as provided in  Section 4.10, Eurodollar Loans may be converted into Base Rate Loans only on the last day of the Interest Period
applicable thereto,
(ii) Eurodollar Loans may be extended, and Base Rate Loans may be converted into Eurodollar Loans, only if no Default or Event of Default is in existence on the date of extension or conversion,
(iii) Loans extended as, or converted into, Eurodollar Loans shall be subject to the terms of the definition of "Interest Period" and shall be in
such minimum amounts as provided in with respect to Revolving Loans, Section 2.1(d)(i), and (iv) no more than six (6) separate
Eurodollar Loans shall be outstanding hereunder at any time. Each such extension or conversion shall be effected by the Borrower by giving a written Notice of Extension/Conversion (or telephone notice
promptly confirmed in writing) to the Agent prior to 2:00 P.M. on the Business Day of, in the case of the conversion of a Eurodollar Loan into a Base
Rate Loan, and on the third (3rd) Business Day prior to, in the case of the extension of a Eurodollar Loan as, or conversion of a Base Rate Loan into, a Eurodollar Loan, the date of the
proposed extension or conversion, specifying the date of the proposed extension or conversion, the Loans to be so extended or converted, the types of Loans into which such Loans are to be converted
and, if appropriate, the applicable Interest Periods with respect thereto. Each request for extension or conversion shall constitute a representation and warranty by the Borrower of the matters
specified in Article V. In the event the Borrower fails to request an extension or conversion of any Eurodollar Loan in accordance with this
Section, or any such conversion or extension is not permitted or required by this Section, then such Loan shall be automatically converted into a Base Rate Loan at the end of the Interest Period
applicable thereto. The Agent shall give each Lender notice as promptly as practicable of any such proposed extension or conversion affecting any Loan. 


        2.10    Replacement of Lender.    


        In
the event that any Lender or, to the extent applicable, any participant thereof (the "Affected Lender"), 



        (a)   fails
to perform its obligations to fund any portion of the Loans or to issue any Letter of Credit when required to do so by the terms of the Credit Documents; 


        (b)   demands
payment under the tax provisions of Section 2.6, the reserve or capital adequacy provisions of  Section 4.7, or the regulatory change provisions
in Section 4.9 or the funding indemnity
provisions of Section 4.10 in an amount the Borrower deems materially in excess of the amounts with respect thereto demanded by the other
Lenders; or 










        (c)   refuses
to consent to a proposed amendment, modification, waiver or other action requiring consent of the holders of 100% of the Revolving Credit Commitment Percentage
under Section 14.9 that is consented to by the Required Lenders prior to such replacement of any Lenders in connection therewith; 




then,
so long as no Event of Default exists, the Borrower shall have the right to seek one or more replacement lenders which is reasonably satisfactory to the Agent (the
"Replacement Lender"). The Replacement Lender shall purchase the interests of the Affected Lender in the Loans, the Letters of Credit and its Revolving
Credit Commitment and shall assume the obligations of the Affected Lender hereunder and under the other Credit Documents upon execution by the Replacement Lender of an Assignment and Acceptance and
the tender by it to the Affected Lender of a purchase price agreed between it and the Affected Lender (or, if they are unable to agree, a purchase price in the amount of the Affected Lender's
Revolving Credit Commitment Percentage in the Loan and Letter of Credit Obligations, or appropriate credit support for contingent amounts included therein, and all other outstanding Obligations then
owed to the Affected Lender). Such assignment by the Affected Lender shall be deemed an early termination of any Eurodollar Loan to the extent of the Affected Lender's portion thereof, and the
Borrower will pay to the Affected Lender any resulting amounts due under Section 4.10. Upon consummation of such assignment, the Replacement
Lender shall become party to this Agreement as a signatory hereto and shall have all the rights and obligations of the Affected Lender under this Agreement and the other Credit Documents with a
Revolving Credit Commitment Percentage equal to the Revolving Credit Commitment Percentage of the Affected Lender, the Affected Lender shall be released from its obligations hereunder and under the
other Credit Documents, and no further consent or action by any party shall be required. Upon the consummation of such assignment, the Borrower, the Agent and the Affected Lender shall make
appropriate arrangements so that a new Revolving Note is issued to the Replacement Lender if it has acquired a portion of the Revolving Loans. Partners and the Borrower shall cause the Credit Parties
to sign such documents and take such other actions reasonably requested by the Replacement Lender to enable it to share in the benefits of the rights created by the Credit Documents. Until the
consummation of an assignment in accordance with the foregoing provisions of this Section 2.10, the Borrower shall continue to pay to the
Affected Lender any Obligations as they become due and payable. 


ARTICLE III  


 LETTERS OF CREDIT  


        3.1    Issuance    


        Subject
to the terms and conditions hereof and of the Letter of Credit Documents, if any, and any other terms and conditions which the Issuing Bank may reasonably require, the Lenders
will participate
in the issuance by the Issuing Bank from time to time of such Letters of Credit in Dollars from the Closing Date until the Maturity Date as the Borrower may request, in a form reasonably acceptable to
the Issuing Bank; provided, however, that (a) the Letter of Credit Obligations outstanding shall
not at any time exceed the Letter of Credit Committed Amount and (b) the aggregate Working Capital Obligations outstanding shall not at any time exceed the Revolving Credit Committed Amount
then in effect. No Letter of Credit shall (x) have an original expiry date more than one year from the date of issuance or (y) as originally issued or as extended, have an expiry date
extending beyond the Maturity Date (but, subject to the foregoing, may provide for automatic renewal in the absence of notice of non-renewal by the Issuing Bank). Each Letter of Credit
shall comply with the related Letter of Credit Documents. The issuance and expiry date of each Letter of Credit shall comply with the related Letter of Credit Documents. The issuance and expiry date
of each Letter of Credit shall be a Business Day. 


        3.2    Notice and Reports.    


        The
request for the issuance of a Letter of Credit shall be submitted by the Borrower to the Issuing Bank (with a copy to the Agent) at least two (2) Business Days prior to the
requested date of issuance. The Issuing Bank (other than Wachovia, so long as it also is the Agent) will give the Agent written or telex notice in substantially the form of  Exhibit N or telephonic
notice confirmed promptly


thereafter in writing, of the issuance of a Letter of Credit. In addition, upon request, the Issuing Bank will disseminate to the Agent and each of the Lenders a detailed report specifying the Letters
of Credit which are then issued and outstanding and any activity with respect thereto which may have occurred since the date of the prior report, and including therein, among other things, the
beneficiary, the face amount and the expiry date as well as any payment or expirations which may have occurred. 


        3.3    Participation.    



        Each
Lender, upon issuance of a Letter of Credit, shall be deemed to have purchased without recourse a risk participation from the Issuing Bank in such Letter of Credit and the
obligations arising thereunder, in each case in an amount equal to its Revolving Credit Commitment Percentage of such Letter of Credit, and shall absolutely, unconditionally and irrevocably assume, as
primary obligor and not as surety, and be obligated to pay to the Issuing Bank therefor and discharge when due, its Revolving Credit Commitment Percentage of the obligations arising under such Letter
of Credit. Without limiting the scope and nature of each Lender's participation in any Letter of Credit, to the extent that the Issuing Bank has not been reimbursed as required hereunder or under any
such Letter of Credit, each such Lender shall pay to the Issuing Bank its Revolving Credit Commitment Percentage of such unreimbursed drawing pursuant to the provisions of  Section 3.4. The
obligation of each Lender to so reimburse the Issuing Bank shall be absolute and unconditional and shall not be affected by the
occurrence of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Bank
under any Letter of Credit, together with interest as hereinafter provided. 


        3.4    Reimbursement.    


        In
the event of any drawing under any Letter of Credit, the Issuing Bank will promptly notify the Borrower. Unless the Borrower shall immediately notify the Issuing Bank that the
Borrower intends to otherwise reimburse the Issuing Bank for such drawing, the Borrower shall be deemed to have requested that the Lenders make a Revolving Loan in the amount of the drawing as
provided in Section 3.5 on the related Letter of Credit, the proceeds of which will be used to satisfy the related reimbursement obligations. The
Borrower promises to reimburse the Issuing Bank on the day of drawing under any Letter of Credit (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds. If
the Borrower shall fail to reimburse the Issuing Bank as provided hereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Base Rate  plus the sum of
(i) the Applicable Percentage for Base Rate Loans and (ii) two percent (2%). The Borrower's reimbursement obligations
hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of setoff, counterclaim or defense to payment the Borrower may claim or have against the Issuing Bank,
the Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including without limitation any defense based on any failure of the Borrower to receive consideration
or the legality, validity, regularity or unenforceability of the Letter of Credit. The Issuing Bank will promptly notify the other Lenders of the amount of any unreimbursed drawing and each Lender
shall promptly pay to the Agent for the account of the Issuing Bank in Dollars and in immediately available funds, the amount of such Lender's Revolving Credit Commitment Percentage of such
unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Lender from the Issuing Bank if such notice is received at or before 2:00 P.M. otherwise
such payment shall be made at or before 12:00 Noon on the Business Day next succeeding the day such notice is received. If such Lender does not pay such amount to the Issuing Bank in full upon such
request, such Lender shall, on demand, pay to the Agent for the account of the Issuing Bank interest on the unpaid amount during the period from the date of such drawing until such Lender pays such
amount to the Issuing Bank in full at a rate per annum equal to, if paid within two (2) Business Days of the date that such Lender is required to make payments of such amount pursuant to the
preceding sentence, the Federal Funds Rate and thereafter at a rate equal to the Base Rate. Each Lender's obligation to make such payment to the Issuing Bank, and the right of the Issuing Bank to
receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Revolving Credit
Commitments hereunder, the existence of a Default or Event of Default or the


acceleration of the obligations of the Borrower hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a
Lender to the Issuing Bank, such Lender shall, automatically and without any further action on the part of the Issuing Bank or such Lender, acquire a participation in an amount equal to such payment
(excluding the portion of such payment constituting interest owing to the Issuing Bank) in the related unreimbursed drawing portion of the Letter of Credit Obligation and in the interest thereon and
in the related Letter of Credit Documents, and shall have a claim against the Borrower with respect thereto. 



        3.5    Repayment with Revolving Loans.    


        On
any day on which the Borrower shall have requested, or been deemed to have requested, a Revolving Loan advance to reimburse a drawing under a Letter of Credit, the Agent shall give
notice to the Lenders that a Revolving Loan has been requested or deemed requested by the Borrower to be made in connection with a drawing under a Letter of Credit, in which case a Revolving Loan
advance comprised of Base Rate Loans (or Eurodollar Loans to the extent the Borrower has complied with the procedures of Section 2.1(d)(i) with
respect thereto) shall be immediately made to the Borrower by all Lenders (notwithstanding any termination of the Revolving Credit Commitments pursuant to  Section 11.2) pro
rata based on the respective Revolving Credit Commitment Percentages of the
Lenders (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 11.2) and the proceeds
thereof shall be paid directly by the Agent to the Issuing Bank for application to the respective Letter of Credit Obligations. Each such Lender hereby irrevocably agrees to make its Revolving Credit
Commitment Percentage of each such Revolving Loan immediately upon any such request or deemed request in the amount, in the manner and on the date specified in the preceding sentence  notwithstanding
(i) the amount of such borrowing may not comply with the minimum amount for advances of Revolving Loans otherwise required
hereunder, (ii) whether any conditions specified in Article V are then satisfied, (iii) whether a Default or an Event of Default
then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required hereunder, (v) whether the date of such borrowing is a date
on which Revolving Loans are otherwise permitted to be made hereunder or (vi) any termination of the Revolving Credit Commitments relating thereto immediately prior to or contemporaneously with
such borrowing. In the event that any Revolving Loan cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a bankruptcy
or insolvency case or proceeding with respect to the Borrower), then each such Lender hereby agrees that it shall forthwith purchase (as of the date such borrowing would otherwise have occurred, but
adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Issuing Bank such participation in the outstanding Letter of Credit Obligations as shall
be necessary to cause each such Lender to share in such Letter of Credit Obligations ratably (based upon the respective Revolving Credit Commitment Percentages of the Lenders (determined before giving
effect to any termination of the Revolving Credit Commitments pursuant to Section 11.2)),  provided that at the time any purchase of participation
pursuant to this sentence is actually made, the purchasing Lender shall be required to pay to
the Issuing Bank, to the extent not paid to the Issuing Bank by the Borrower in accordance with the terms of Section 3.4, interest on the
principal amount of participation purchased for each day from and including the day upon which such borrowing would otherwise have occurred to but excluding the date of payment for such participation,
at the rate equal to, if paid within two (2) Business Days of the date of the Revolving Loan advance, the Federal Funds Rate, and thereafter at a rate equal to the Base Rate. 


        3.6    Renewal, Extension.    


        The
renewal or extension of any Letter of Credit shall, for purposes hereof, be treated in all respects the same as the issuance of a new Letter of Credit hereunder. 



        3.7    Uniform Customs and Practices.    


        The
Issuing Bank may provide that the Letters of Credit shall be subject to the UCP, in which case the UCP may be incorporated by reference therein and deemed in all respects to be a
part thereof.




        3.8    Indemnification; Nature of Issuing Bank's Duties.    



        (a)   In
addition to its other obligations under this Article III, the Borrower agrees to protect, indemnify, pay and
save the Issuing Bank harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Bank may
incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of the Issuing Bank to honor a drawing under a Letter of
Credit as a result of Government Acts. 


        (b)   As
between the Borrower and the Issuing Bank, the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof.
The Issuing Bank shall not be responsible: (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the
application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity
or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that
may prove to be invalid or ineffective for any reason; (iii) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or
otherwise, whether or not they be in cipher; (iv) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the
proceeds thereof; and (v) for any consequences arising from causes beyond the control of the Issuing Bank, including, without limitation, any Government Acts. None of the above shall affect,
impair, or prevent the vesting of the Issuing Bank's rights or powers hereunder. 


        (c)   In
furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by the Issuing Bank, under or in
connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put such Issuing Bank under any resulting liability to the Borrower. It is the intention
of the parties that this Credit Agreement shall be construed and applied to protect and indemnify the Issuing Bank against any and all risks involved in the issuance of the Letters of Credit, all of
which risks are hereby assumed by the Borrower, including, without limitation, any and all Government Acts. The Issuing Bank shall not, in any way, be liable for any failure by the Issuing Bank or
anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of the Issuing Bank. 


        (d)   Nothing
in this Section 3.8 is intended to limit the reimbursement obligations of the Borrower contained in  Section 3.4. The obligations of the Borrower
under this Section 3.8 shall survive the
termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Issuing Bank to enforce any
right, power or benefit under this Credit Agreement. 


        (e)   Notwithstanding
anything to the contrary contained in this Article III, the Borrower shall have no obligation to
indemnify the Issuing Bank in respect of any liability incurred by the Issuing Bank (i) arising solely out of the gross negligence or willful misconduct of the Issuing Bank on any action or
omission by the Issuing Bank not in accordance with the standards of care specified in the UCP or the UCC, as determined by a court of competent jurisdiction, or (ii) caused by the Issuing
Bank's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit, as determined by a court of competent
jurisdiction, unless such payment is prohibited by any law, regulation, court order or decree. 




        3.9    Responsibility of Issuing Bank.    


        It
is expressly understood and agreed that the obligations of the Issuing Bank hereunder to the Lenders are only those expressly set forth in this Credit Agreement and that the Issuing
Bank shall be entitled to assume that the conditions precedent set forth in Article III or V have been satisfied unless it

shall have acquired actual knowledge that any such condition precedent has not been satisfied; provided,  however, that nothing set forth in this
Article III shall be deemed to prejudice the right of any
Lender to recover from the Issuing Bank any amounts made available by such Lender to the Issuing Bank pursuant to this Article III in the event
that it is determined by a court of competent jurisdiction that the payment with respect to a Letter of Credit constituted gross negligence or willful misconduct on the part of the Issuing Bank. 


        3.10    Conflict with Letter of Credit Documents.    


        In
the event of any conflict between this Credit Agreement and any Letter of Credit Document (including any letter of credit application), this Credit Agreement shall control. 


ARTICLE IV  


 INTEREST AND FEES  


        4.1    Interest on Loans.    


        Subject
to the provisions of Section 4.2, the Loans shall bear interest as follows: 



        (a)    Base Rate Loans.    During such periods as the Loans shall be comprised of Base Rate Loans, each such Base Rate
Loan shall bear interest at a per annum rate equal to the sum of the Base Rate plus the Applicable Percentage; 


        (b)    Eurodollar Loans.    During such periods as the Loans shall be comprised of Eurodollar Loans, each such
Eurodollar Loan shall bear interest at a per annum rate equal to the sum of the Eurodollar Rate plus the Applicable Percentage; and 



        (c)    LIBOR Index Loans.    During such periods as the Swing Loans shall bear interest at the LIBOR Index Rate, each
such LIBOR Index Loan shall bear interest at a per annum rate equal to the sum of the LIBOR Index Rate plus the Applicable Percentage. 




        Interest
on the Loans shall be payable in arrears on each Interest Payment Date. 


        4.2    Interest After Event of Default.    



        Automatically
(and without notice to any Person) upon the occurrence of any Event of Default of the types described in  Sections 11.1(a), (e), and (f), or, in the case
of the occurrence of any other Event of Default, at the election of the Required Lenders, any Interest on any amount of matured principal under the Loans, and interest on the amount of principal under
the Revolving Loans outstanding as of the date an Event of Default occurs, and at all times thereafter until the earlier of the date upon which (a) all Obligations have been paid and satisfied
in full or (b) such Event of Default shall have been cured or waived, shall be payable on the Agent's demand at the Default Rate. Interest shall be payable on any other amount due hereunder and
shall accrue at the Default Rate, from the date due and payable until paid in full. 


        4.3    Commitment Fee.    


        The
Borrower shall pay to the Agent for the benefit of the Lenders the Commitment Fee due in respect of each quarter within five (5) days after receipt of a statement therefor.
The Commitment Fee shall accrue from the Closing Date and the first payment thereof shall be due on the earlier of the Funding Date and August 15, 2005; provided, that if the Funding Date is
prior to June 30, it shall be due on July 5, 2005. 


        4.4    Lenders' Fees/Agent's Fees.    


        On
the Funding Date the Agent shall pay to each Lender its respective Lender's Fees that are required to be paid on the Funding Date pursuant to the terms of the Fee Letter with the
Agent. The Borrower shall pay all fees required to be paid to the Agent under the Fee Letter at the times and in the amounts set forth therein.




        4.5    Letter of Credit Fees.    



        (a)    Letter of Credit Fee.    In consideration of the issuance of standby Letters of Credit hereunder, the Borrower
promises to pay, in arrears, to the Agent for the account of each Lender a quarterly fee (the "Letter of Credit Fee") on such Lender's Revolving Credit
Commitment Percentage of the average daily maximum amount available to be drawn under each such Letter of Credit computed at a per annum rate for each day from the date of issuance to the date of
expiration equal to the Applicable Percentage for Eurodollar Loans. The Letter of Credit Fee will be payable five (5) days after receipt of an invoice which shall be billed on the last Business
Day of the calendar quarter. 


        (b)    Issuing Bank Fees.    In addition to the Letter of Credit Fee payable pursuant to clause (a) above, the
Borrower promises to pay to the Issuing Bank for its own account without sharing by the other Lenders letter of credit fronting fees in the amount of 0.125% and the negotiation fees agreed to by the
Borrower and the Issuing Bank from time to time and the customary charges from time to time of the Issuing Bank with respect to the issuance, amendment, transfer, administration, cancellation and
conversion of, and drawings under, such Letters of Credit (collectively, the "Issuing Bank Fees"). 




        4.6    Authorization to Charge Account.    



        The
Borrower hereby authorizes the Agent to charge the Borrower's Swing Loan account or Revolving Loan accounts, as applicable, with the amount of all payments and fees due hereunder to
the Lenders, the Agent and the Issuing Bank as and when such payments become due. The Borrower confirms that any charges which the Agent may so make to the Borrower's Swing Loan Account or Revolving
Loan accounts as herein provided will be made as an accommodation to the Borrower and solely at the Agent's discretion. 


        4.7    Indemnification in Certain Events.    



        If
after the Closing Date, either (a) any change in or in the interpretation of any law or regulation is introduced, including, without limitation, with respect to reserve
requirements, applicable to any Funding Bank or any of the Lenders, or (b) a Funding Bank or any of the Lenders complies with any future guideline or request from any central bank or other
Governmental Authority or (c) a Funding Bank or any of the Lenders determines that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or
any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof has or would have
the effect described below, or a Funding Bank or any of the Lenders complies with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority,
central bank or comparable agency, and in the case of any event set forth in this clause (c), such adoption, change or compliance has or would have the direct or indirect effect of reducing the
rate of return on any of the Lenders' capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance
(taking into consideration the Funding Bank's or Lenders' policies with respect to capital adequacy) by an amount deemed by such Lender to be material, and the result of any of the foregoing events
described in clauses (a), (b) or (c) is or results in an increase in the cost to any of the Lenders of funding or maintaining the Revolving Credit Committed Amount, the Revolving Loans or the
Letters of Credit, then the Borrower shall from time to time upon demand by the Agent, pay to the Agent additional amounts sufficient to indemnify the Lenders against such increased cost. A
certificate as to the amount of such increased cost shall be submitted to the Borrower by the Agent and shall be conclusive and binding absent manifest error. 


        4.8    Inability To Determine Interest Rate.    


        If
prior to the first day of any Interest Period, (a) the Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrower) that,
by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, (b) the Agent has received
notice from the

Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their
Eurodollar Loans during such Interest Period, or (c) Dollar deposits in the principal amounts of the Eurodollar Loans to which such Interest Period is to be applicable are not generally
available in the London interbank market, the Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter, and will also give prompt
written notice to the Borrower when such conditions no longer exist. If such notice is given (i) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made
as Base Rate Loans, (ii) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Base Rate
Loans and (iii) each outstanding Eurodollar Loan shall be converted, on the last day of the then-current Interest Period thereof, to Base Rate Loans. Until such notice has been
withdrawn by the Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrower have the right to convert Base Rate Loans to Eurodollar Loans. 



        4.9    Illegality.    


        Notwithstanding
any other provision herein, if the adoption of or any change in any law, treaty, rule or regulation or final, non-appealable determination of an arbitrator or
a court or other Governmental Authority or in the interpretation or application thereof occurring after the Closing Date shall make it unlawful for any Lender to make or maintain Eurodollar Loans as
contemplated by this Credit Agreement, (a) such Lender shall promptly give written notice of such circumstances to the Borrower and the Agent (which notice shall be withdrawn whenever such
circumstances no longer exist), (b) the commitment of such Lender hereunder to make Eurodollar Loans, continue Eurodollar Loans as such and convert a Base Rate Loan to Eurodollar Loans shall
forthwith be canceled and, until such time as it shall no longer be unlawful for such Lender to make or maintain Eurodollar Loans, such Lender shall then have a commitment only to make a Base Rate
Loan when a Eurodollar Loan is requested and (c) such Lender's Loans then outstanding as Eurodollar Loans, if any, shall be converted automatically to Base Rate Loans on the respective last
days of the then current Interest Periods with respect to such Loans or within such earlier period as required by law. If any such conversion of a Eurodollar Loan occurs on a day which is not the last
day of the then current Interest Period with respect thereto, the Borrower shall pay to such Lender such amounts, if any, as may be required pursuant to  Section 4.10. 


        4.10    Funding Indemnity.    


        The
Borrower promises to indemnify each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur (other than through such Lender's gross
negligence or willful misconduct) as a consequence of (a) default by the Borrower in making a borrowing of, conversion into or extension of Eurodollar Loans after the Borrower has given a
notice requesting the same in accordance with the provisions of this Credit Agreement, (b) default by the Borrower in making any prepayment of a Eurodollar Loan after the Borrower has given a
notice thereof in accordance with the provisions of this Credit Agreement, and (c) the making of a prepayment of Eurodollar Loans on a day which is not the last day of an Interest Period with
respect thereto. With respect to Eurodollar Loans, such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest which would have accrued on the amount
so prepaid, or not so borrowed, converted or extended, for the period from the date of such prepayment or of such failure to borrow, convert or extend to the last day of the applicable Interest Period
(or, in the case of a failure to borrow, convert or extend, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such
Eurodollar Loans provided for herein over (ii) the amount of interest (as reasonably determined by such Lender) which would have accrued to such
Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank Eurodollar market. This covenant shall survive the termination of this Credit
Agreement and the payment of the Loans and all other amounts payable hereunder.




ARTICLE V  


 CONDITIONS PRECEDENT  


        5.1    Closing Conditions.    


        This
Credit Agreement shall be effective upon the satisfaction or waiver by the Agent in its reasonable discretion, on or before the Closing Date, of the conditions precedent set forth
in this Section 5.1; provided, however, that the
obligation of the Lenders to make any Revolving Loan or of the Issuing Bank to issue any Letter of Credit hereunder is subject to the satisfaction of, or waiver of, the conditions precedent set forth
in Section 5.2 (on or before the Funding Deadline) and in Section 5.3: 



        (a)    Executed Credit Agreement.    Receipt by the Agent of duly executed counterparts of this Credit Agreement. 


        (b)    Financial Statements.    Receipt by the Agent and the Lenders of the financial statements and accompanying
accountants' opinion described in Section 6.6 and such other information relating to the Credit Parties, General Partner, and Operating GP as the
Agent may reasonably require in connection with the structuring and syndication of credit facilities of the type described herein. 


        (c)    Corporate Structure.    The Agent shall be reasonably satisfied that, as of the Funding Date, the capital and
ownership structure of the Credit Parties shall be (i) as described in Schedule 6.9 and (ii) reasonably acceptable to the Agent. 



        (d)    Litigation.    There shall not exist any pending or threatened action, suit, investigation or proceeding
against any Credit Party or its assets that could reasonably be expected to (i) have a Material Adverse Effect or (ii) affect any transaction contemplated by this Credit Agreement or any
other Credit Document or the ability of the Credit Parties to perform their respective obligations under the Credit Documents. 


        (e)    Officer's Certificates.    Receipt by the Agent of a certificate or certificates of Partners executed by an
Executive Officer as of the Closing Date, stating that (A) no Default or Event of Default exists or will exist, (B) all representations and warranties contained herein and in the other
Credit Documents are, and will remain through the Funding Date to be, true and correct in all material respects, and (C) each of the conditions set forth in this Section 5.1 has been
satisfied. 


        (f)    Indebtedness.    None of Partners and its Subsidiaries (a) shall have any Indebtedness other than
(i) the Obligations, (ii) accounts payable in the ordinary course of business, and (iii) other limited indebtedness and liabilities disclosed to, and in amounts and on terms
satisfactory to, the Agent and the Lenders and (b) shall have any Liens encumbering any of its assets other than Permitted Liens. 


        (g)    Material Adverse Change.    (i) No Material Adverse Change or any occurrence or development reasonably
likely to have a Material Adverse Effect shall have occurred since June 30, 2004, except for any matters described in the Form S-1, and (ii) none of the facts or
information relating to the Credit Parties, General Partner, or Operating GP and provided to the Agent or the Lenders before the Closing Date shall be materially different onthe Closing Date in any
manner adverse to the Agent or the Lenders. 


        (h)    Financial Information Relating to the Initial Assets.    The Agent shall have received and, in each case, shall
be satisfied with such historical financial information relating to the Initial Assets and operations to be transferred from TMG and its Affiliates and pro forma financial information giving effect
thereto and to the Terminaling Services Agreement and the Omnibus Agreement as the Agent shall request, and such other information related to the Initial Assets and the Initial Transfer, and the
Initial Transfer Documents as the Agent may require. 










        (i)    Completion of Due Diligence.    The Agent shall have completed all due diligence with respect to Partners,
General Partner, Operating GP, Borrower and their respective Subsidiaries in scope and determination satisfactory to the Agent and the Lead Arranger in their sole discretion, including, without
limitation, review, with results satisfactory to the Agent of information regarding litigation, tax, tax sharing arrangements, accounting, labor, insurance, pension liabilities (actual or contingent),
employee benefits (including post-retirement benefits), real estate leases, material contracts, debt agreements, supply, the most current drafts of the Terminaling Services Agreement and
the Omnibus Agreement, any other terminaling agreements, intercompany agreements, property ownership, transactions with affiliates and contingent liabilities of Partners and its Subsidiaries. 


        (j)    Other.    Receipt by the Lenders of such other documents, instruments, agreements or information as reasonably
requested by any Lender. 




        5.2    Conditions to Initial Loans and Letters of Credit.    


        The
obligation of each Lender to make the Loans or of Wachovia to make any Swing Loan and/or of the Issuing Bank to issue Letters of Credit hereunder shall be subject to the satisfaction
or waiver by the Agent in its reasonable discretion, on or before the Funding Deadline, of the following conditions precedent: 



        (a)    Conditions Precedent.    All conditions precedent set forth in Section 5.1 shall have been satisfied or
waived as provided therein. 


        (b)    Executed Credit Documents.    Receipt by the Agent of duly executed counterparts of any requested Revolving
Notes, the Swing Note, the Full Recourse Guaranty Agreement, the Limited Recourse Guaranty Agreement, the Contribution Agreement, the Security Documents, and all other Credit Documents, each in form
and substance acceptable to the Sole Lead Arranger, the Agent, and the Lenders in their reasonable discretion. 



        (c)    Organizational Documents.    Receipt by the Agent of the following: 



        (i)    Charter Documents.    Copies of the Partners' Partnership Agreement and articles or certificates of
incorporation, limited partnership, or other formation or charter documents of each Credit Party, General Partner, and Operating GP, in each case certified to be true and complete as of a recent date
by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization and certified by an applicable secretary, assistant secretary, manager, general
partner, or other Person acceptable to Agent to be true and correct as of the Closing Date. 


        (ii)    Bylaws or Similar Documents.    A copy of the bylaws, limited partnership agreement, operating agreement, or
similar agreement of each Credit Party, General Partner, and Operating GP, in each case certified by a secretary, assistant secretary, manager, general partner, or other Person acceptable to Agent to
be true and correct as of the Closing Date. 


        (iii)    Resolutions.    Copies of resolutions of the Board of Directors, managers, members, or similar managing body
of each Credit Party, General Partner, and Operating GP approving and adopting the Credit Documents to which it is a party or which it will execute on behalf of another party, the transactions
contemplated therein and authorizing execution and delivery thereof, in each case certified by a secretary, assistant secretary, manager, general partner, or other Person acceptable to Agent to be
true and correct and in force and effect as of the Closing Date. 



        (iv)    Good Standing.    Copies of (i) certificates of good standing, existence or its equivalent with respect
to each Credit Party, General Partner, and Operating GP certified as of a recent date by the appropriate Governmental Authorities of the state or other jurisdiction of incorporation or organization
and each other jurisdiction in which the failure to so qualify and be in good standing could reasonably be expected to have a Material Adverse Effect and

(ii) to the extent available, a certificate indicating payment of all corporate or other franchise taxes certified as of a recent date by the appropriate taxing Governmental Authorities. 



        (v)    Incumbency.    An incumbency certificate of each Credit Party, General Partner, and Operating GP certified by a
secretary, assistant secretary, manager, general partner, or other Person acceptable to Agent to be true and correct as of the Closing Date. 




        (d)    Financial Statements.    Receipt by the Agent and the Lenders of the financial statements and accompanying
accountants' opinion described in Section 6.6 and such other information relating to the Credit Parties, General Partner, and Operating GP as the
Agent may reasonably require in connection with the structuring and syndication of credit facilities of the type described herein. 


        (e)    Opinions of Counsel.    Receipt by the Agent of an opinion, or opinions (which shall cover, among other things,
authority, legality, validity, binding effect, no conflicts with organization documents or other agreements, enforceability, and attachment and perfection of Liens) reasonably satisfactory to the
Agent, addressed to the Agent and the Lenders and dated the Funding Date, from legal counsel to the Credit Parties. 



        (f)    Priority of Liens.    The Agent shall have received satisfactory evidence that the Agent, on behalf of the
Lenders, holds a perfected, first priority Lien on all Collateral, subject to no other Liens other than Permitted Liens. 


        (g)    Evidence of Insurance.    Receipt by the Agent of copies of insurance policies or certificates of insurance of
the Credit Parties evidencing liability and casualty insurance meeting the requirements set forth in the Credit Documents, including, without limitation, naming the Agent as additional insured. 



        (h)    Corporate Structure.    The capital and ownership structure of the Credit Parties shall be (i) as
described in Schedule 6.9 and (ii) reasonably acceptable to the Agent. 


        (i)    Governmental, Shareholder and Third Party Consents.    Receipt by the Agent of evidence that all governmental,
shareholder and third party consents and approvals necessary in connection with the transactions contemplated hereby and expiration of all applicable waiting periods without any action being taken by
any authority that could restrain, prevent or impose any material adverse conditions on such transactions or that could seek or threaten any of the foregoing, and no law or regulation shall be
applicable which in the reasonable judgment of the Agent could have such effect. 


        (j)    Litigation.    There shall not exist any pending or threatened action, suit, investigation or proceeding
against any Credit Party or its assets that could reasonably be expected to (i) have a Material Adverse Effect or (ii) affect any transaction contemplated by this Credit Agreement or any
other Credit Document or the ability of the Credit Parties to perform their respective obligations under the Credit Documents. 



        (k)    Solvency Certificate.    Receipt by the Agent of the Solvency Certificate. 


        (l)    Officer's Certificates.    Receipt by the Agent of a certificate or certificates of Partners executed by an
Executive Officer as of the Funding Date stating that (i) after giving effect to the making of the Loans and application of the proceeds thereof, each Credit Party is in compliance with all
existing financial obligations, (ii) all governmental, shareholder and third party consents and approvals, if any, with respect to the Credit Documents and the transactions contemplated thereby
have been obtained, (iii) no action, suit, investigation or proceeding is pending or threatened in any court or before any arbitrator or governmental instrumentality that purports to affect any
Credit Party or any transaction contemplated by the Credit Documents, if such action, suit, investigation or proceeding could reasonably be expected to have a Material Adverse Effect and
(iv) on the Funding Date, (A) each of the Credit Parties is and will be Solvent, (B) no Default or Event of Default exists or will exist, (C) all representations and
warranties contained herein and

in the other Credit Documents are true and correct in all material respects, and (D) the Borrower is in compliance with the financial covenants set forth in  Article VIII. 



        (m)    Indebtedness.    None of Partners and its Subsidiaries (a) shall have any Indebtedness other than
(i) the Obligations, (ii) accounts payable in the ordinary course of business, and (iii) other limited indebtedness and liabilities disclosed to, and in amounts and on terms
satisfactory to, the Agent and the Lenders and (b) shall have any Liens encumbering any of its assets other than Permitted Liens. 


        (n)    Material Adverse Change.    (i) No Material Adverse Change or any occurrence or development reasonably
likely to have a Material Adverse Effect shall have occurred since June 30, 2004, except for any matters described in the Form S-1, and (ii) none of the facts or
information relating to the Credit Parties, General Partner, or Operating GP and provided to the Agent or the Lenders before the Closing Date shall be materially different as of the Funding Date in
any manner adverse to the Agent or the Lenders from the facts and information described in the Form S-1 as of the Closing Date. 


        (o)    Financial Information Relating to the Initial Assets.    The Agent shall have received and, in each case, shall
be satisfied with such historical financial information relating to the Initial Assets and operations transferred from TMG and its Affiliates and pro forma financial information giving effect thereto
and to the Terminaling Services Agreement and the Omnibus Agreement as the Agent shall request, and such other information related to the Initial Assets and the Initial Transfer, and the Initial
Transfer Documents as the Agent may require. 


        (p)    Completion of Due Diligence.    The Agent shall have completed all due diligence with respect to any material
matters that have changed since the Closing Date. 


        (q)    Florida Lien Search Results.    The Agent shall have received a title search report as to the Florida Real
Property showing no Liens encumbering such property, other than Permitted Liens. 



        (r)    Occurrence of IPO.    The Form S-1 shall have been declared effective by the Securities and
Exchange Commission, the IPO shall have occurred, the Agent shall have received a true and complete copy of the Form S-1. 


        (s)    Initial Transfer.    The Agent shall have received fully executed copies of all Initial Transfer Documents, and
each of the Initial Transfer Documents shall be in form and substance reasonably satisfactory to the Agent. All conditions precedent to the consummation of the Initial Transfer shall have been
satisfied (other than any condition precedent respecting the funding of Loans for payment of the purchase price therefor and any conditions precedent respecting the effectiveness of this Credit
Agreement and the other Credit Documents). 


        (t)    Personal Property Collateral.    The Agent shall have received: 



          (i)  searches
of UCC filings in the jurisdiction of organization of each Credit Party, the chief executive office of each Credit Party and each jurisdiction where any
Collateral is located or where a filing could have been properly made by a creditor of a Credit Party, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist
on any of the Collateral other than Permitted Liens; 


         (ii)  UCC
financing statements for each appropriate jurisdiction as is necessary, in the Agent's reasonable discretion, to perfect the Agent's security interest in the
Collateral; 


        (iii)  searches
of ownership of intellectual property in the appropriate governmental offices and such patent/trademark/copyright filings as reasonably requested by the
Agent; 


        (iv)  all
stock certificates, if any, evidencing the Capital Stock pledged to the Agent pursuant to the Pledge Agreement, together with duly executed in blank undated stock
powers attached thereto;




         (v)  Deposit
Account Control Agreements and Commodities Account Control Agreements with respect to all deposit accounts and commodities accounts of the Credit Parties listed
on Schedule 6.32, except as otherwise provided in Section 9.10; and 



        (vi)  to
the extent required under the Security Documents, all instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or
assignments as may be necessary to perfect the Agent's security interest in the Collateral. 




        (u)    Real Property Collateral.    The Agent shall have received a Mortgage and all Real Property Documentation for
the Razorback Pipeline and each parcel or tract of the Real Estate owned by any Full Recourse Credit Party as of the Funding Date (other than the Florida Real Property Assets), except for any Real
Property Documentation that the Agent agrees to receive within an agreed period following the Funding Date; provided,  however, that with respect to any
Razorback Pipeline Property the Borrower and the other Credit Parties shall only be required to deliver a Mortgage,
and any other Real Property Documentation that it already possesses. 


        (v)    Certain Agreements.    The Omnibus Agreement and the Terminaling Services Agreements shall have been executed
and delivered by all parties thereto, the Agent shall have received fully executed copies thereof, and the Agent shall be satisfied with the form and substance of such agreements and all other
documents, agreements, certificate, and instruments delivered in connection therewith. 


        (w)    Disbursement Authorization; Payment Instructions.    Receipt by the Agent of (a) a disbursement
authorization covering all payments reasonably expected to be made by the Borrower in connection with the transactions contemplated by the Credit Documents to be consummated on the Funding Date,
including an itemized estimate of all fees, expenses and other closing costs and (b) payment instructions with respect to each wire transfer to be made by the Agent on behalf of the Lenders or
the Borrower or the Borrower on the Funding Date setting forth the amount of such transfer, the purpose of such transfer, the name and number of the account to which such transfer is to be made, the
name and ABA number of the bank or other financial institution where such account is located and the name and telephone number of an individual that can be contacted to confirm receipt of such
transfer. 


        (x)    Fees and Expenses.    Payment by the Borrower of all fees and expenses owed by the Borrower to the Lenders, the
Agent, and Agent's counsel, including, without limitation, payment to the Agent of the fees set forth in the Fee Letter. 



        (y)    Acknowledgment Agreement with TMG.    Execution and delivery by TMG, the Borrower and the Agent of an
acknowledgment agreement which contains the following: (i) refers to the indemnification rights granted to the Borrower by TMG pursuant to the Omnibus Agreement (the "Environmental
Indemnification"); (ii) TMG acknowledges that the Agent has a perfected security interest in property of the Borrower, including its rights in respect of the Environmental Indemnification as to
Mortgaged Real Estate, pursuant to the Credit Agreement and the Security Agreement; (iii) the Borrower agrees to send a copy to the Agent of any demand for clean up of any known existing
environmental matters on any Mortgaged Real Estate, or for payment on account of any other environmental matters on any Mortgaged Real Estate, made by the Borrower on TMG or any other notice from the
Borrower to TMG of any event giving rise to a claim for indemnification under the Environmental Indemnification on any Mortgaged Real Estate, and to keep the Agent informed of the status of such
demand or events arising from such notice; and (iv) TMG agrees that from and after its receipt of notice from the Agent that an Event of Default has occurred under the Credit Agreement, the
Agent will have the sole right to make any demands for Environmental Indemnification and to receive any payments that TMG is obligated to make pursuant thereto, to the exclusion of the Borrower, so
long as such Event of Default is in existence, and that in the event of foreclosure, such right shall continue in the Agent or its successor in interest at foreclosure.




        (z)    Account Designation Letter.    Receipt by the Agent of the Account Designation Letter. 


        (aa)    Compliance Certificate.    Receipt by the Agent of a Compliance Certificate, dated as of the Funding Date. 



        (bb)    Other.    Receipt by the Lenders of such other documents, instruments, agreements or information as reasonably
requested by any Lender. 




        5.3    Conditions to all Loans and Letters of Credit.    



        (a)   On
the date of the making of any Loan or the issuance of any Letter of Credit, both before and after giving effect thereto and to the application of the proceeds
therefrom, the following statements shall be true to the satisfaction of the Agent (and each request for a Revolving Loan and request for a Letter of Credit, and the acceptance by the Borrower of the
proceeds of such Revolving Loan or Swing Loan or issuance of such Letter of Credit, shall constitute a representation and warranty by the Borrower that on the date of such Revolving Loan, Swing Loan
or issuance of such Letter of Credit before and after giving effect thereto and to the application of the proceeds therefrom, such statements are true): 



          (i)  the
representations and warranties contained in this Credit Agreement are true and correct in all material respects on and as of the date of such Revolving Loan or
Swing Loan or issuance of such Letter of Credit as though made on and as of such date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in
which case such representations and warranties shall have been true and complete on and as of such earlier date); and 


         (ii)  no
event has occurred and is continuing, or would result from such Revolving Loan or Swing Loan or issuance of such Letter of Credit or the application of the proceeds
thereof, which would constitute a Default or an Event of Default under this Credit Agreement. 




        (b)    Notice of Borrowing.    On the date of the making of any Revolving Loan, the Agent shall have received a Notice
of Borrowing to the extent such Notice of Borrowing is required to be given with respect to the making of such Revolving Loan. 



ARTICLE VI  


 REPRESENTATIONS AND WARRANTIES  


        In order to induce the Lenders to enter into this Credit Agreement and the Issuing Bank to issue the Letters of Credit, and to make available the credit
facilities contemplated hereby, the Borrower and (by execution and delivery of any Guaranty Agreement or of a joinder thereto and incorporation by reference therein) each Guarantor hereby represents
and warrants to the Lenders and the Issuing Bank as of the Closing Date, the Funding Date, on the date of each extension of credit hereunder, as follows: 


        6.1    Organization and Qualification.    


        Such
Credit Party and each of its Subsidiaries (i) is a corporation, limited partnership, or limited liability company duly organized, validly existing and in good standing under
the laws of the state of its organization, (ii) has the power and authority to own its properties and assets and to transact the businesses in which it is presently, or proposes to be, engaged,
and (iii) is duly qualified and is authorized to do business and is in good standing in every jurisdiction in which the failure to be so qualified could reasonably be expected to have a
Material Adverse Effect. Schedule 6.1 contains a true, correct and complete list of all jurisdictions in which such Credit Party and its
Subsidiaries are qualified to do business as a foreign corporation or foreign limited liability company as of the Closing Date. 


        6.2    Solvency.    



        The
fair saleable value of such Credit Party's assets exceeds all liabilities (other than any inter-company amounts payable to another Credit Party), including those to be incurred
pursuant to this Credit Agreement. Such Credit Party (i) does not have unreasonably small capital in relation to the

business in which it is or proposes to be engaged or (ii) has not incurred, and does not intend to incur after giving effect to the transactions contemplated by this Credit Agreement, debts
beyond its ability to pay such debts as they become due. 


        6.3    Liens.    


        There
are no Liens in favor of third parties with respect to any of the Collateral other than Permitted Liens. Upon the proper filing of financing statements and the proper recordation
of other applicable documents with the appropriate filing or recordation offices in each of the necessary jurisdictions, the security interests granted pursuant to the Credit Documents constitute and
shall at all times constitute, as required pursuant to the Credit Documents, valid and enforceable first, prior and perfected Liens on the Collateral (other than Permitted Liens). The Credit Parties
are, or will be at the time additional Collateral is acquired by them, the absolute owners of the Collateral with full right to pledge, sell, consign, transfer and create a Lien therein, free and
clear of any and all Liens in favor of third parties, except Permitted Liens. The Credit Parties will at their expense warrant (other than Permitted Liens), until all of the Credit and Collateral
Termination Events have occurred, and, at the Agent's request, defend the Collateral from any and all Liens (other than Permitted Liens) of any third party. The Credit Parties will not grant, create
or permit to exist, any Lien upon the Collateral, or any proceeds thereof, in favor of any third party (other than Permitted Liens). 



        6.4    No Conflict.    


        The
execution and delivery by such Borrower of this Credit Agreement and by the Credit Parties of each of the other Credit Documents executed and delivered in connection herewith and the
performance of the obligations of such Credit Party hereunder and thereunder, as applicable, and the consummation by such Credit Party of the transactions contemplated hereby and thereby:
(i) are within the corporate or other organizational, as the case may be, powers of such Credit Party; (ii) are duly authorized by the Board of Directors or similar managing body of such
Credit Party; (iii) are not in contravention of the terms of the organizational documents of such Credit Party or of any material indenture, agreement, mortgage, deed of trust, loan agreement,
credit agreement or other material agreement or instrument to which such Credit Party is a party or by which such Credit Party or its material properties are bound; (iv) do not require the
consent, registration or approval of any Governmental Authority or any other Person (except such as have been duly obtained, made or given, and are in full force and effect), except for minor matters
where failure would not have or be reasonably expected to cause a material adverse effect on the ability of the Agent to exercise rights, powers and remedies with respect to the Collateral;
(v) do not contravene any statute, law, ordinance regulation, rule, order or other governmental restriction applicable to or binding upon such Credit
Party, except for minor matters where failure would not have or be reasonably expected to cause a material adverse effect on the ability of the Agent to exercise rights, powers and remedies with
respect to the Collateral; and (vi) will not, except as contemplated herein for the benefit of the Agent on behalf of the Lenders, result in the imposition of any Liens (other than Permitted
Liens) upon any property of such Credit Party under any existing indenture, mortgage, deed of trust, loan or credit agreement or other material agreement or instrument to which such Credit Party is a
party or by which it or any of its property may be bound or affected. 


        6.5    Enforceability.    



        The
Credit Agreement and all of the other Credit Documents to which such Credit Party is party are the legal, valid and binding obligations of such Credit Party, and with respect to
those Credit Documents executed and delivered by any other Subsidiary, of each such other Subsidiary, and are enforceable against such Credit Party and such other Subsidiaries, as the case may be, in
accordance with their terms except as such enforceability may be limited by (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally and (ii) general principles of equity.




        6.6    Financial Data; Material Adverse Change.    



        (a)   Partners
or the Borrower has furnished to the Lenders the following financial statements (the "Financials"):
(i) the consolidated balance sheet of Partners and its consolidated Subsidiaries as of, and consolidated statements of income, retained earnings and changes in financial position for the fiscal
year ended June 30, 2004, audited by KPMG LLP, (ii) for each of the Closing Date and the Funding Date, as applicable, the unaudited consolidated balance sheet of Partners and its
consolidated Subsidiaries as of, and consolidated statement of income, retained earnings and changes in financial position for the period, for which the most recent Financials are available, prepared
by an Executive Officer, and (iii) for the Funding Date only, a proforma unaudited consolidated balance sheet of Partners and its consolidated Subsidiaries giving effect to the IPO, and
consolidated statement of income, retained earnings and changes in financial position for, the period for which the most recent Financials are available. The Financials are and the historical
financial statements to be furnished to the Lenders in accordance with Section 7.1 below will be in accordance with the books and records of
Partners and its consolidated Subsidiaries and fairly present the financial condition of each of Partners and its consolidated Subsidiaries at the dates thereof and the results of operations for the
periods indicated (subject, in the case of unaudited financial statements, to normal year-end adjustments), and such financial statements have been and will be prepared in conformity with
GAAP consistently applied throughout the periods involved, except as provided in Section 7.1. 


        (b)   Since
the date of the Financials, there have been no changes in the condition, financial or otherwise, of Partners or any of its Consolidated Subsidiaries as shown on
the balance sheets of Partners and its consolidated Subsidiaries, except (i) as contemplated herein and (ii) for changes in the ordinary course of business or resulting from transactions
permitted under this Credit Agreement (none of which individually or in the aggregate constitutes a Material Adverse Change, or, if a Material Adverse Change occurred, it has been satisfactorily
resolved by the requisite percentage of Lenders or the Agent, as applicable). 




        6.7    Locations of Offices and Records.    


        The
Credit Parties' states of domicile, principal places of business and chief executive offices are (or on the Closing Date, will be, as of the Funding Date) set forth in  Schedule 6.7, and the books
and records of the Credit Parties and all chattel paper and all records of accounts are located at the principal
places of business and chief executive offices of the Credit Parties. Schedule 6.7 is (or on the Closing Date, will be, as of the Funding Date) a
true, correct and complete list of (i) the address of the chief executive offices of the Credit Parties and each of their Subsidiaries and (ii) the address of all offices where records
and books of account of the Credit Parties and each of their Subsidiaries are kept. 


        6.8    Fictitious Business Names.    



        No
Credit Party has used any corporate or fictitious name during the five (5) years preceding the date hereof, other than the corporate name shown on its or such Credit Party's
articles or certificate of incorporation or formation or as set forth on Schedule 6.8. 


        6.9    Subsidiaries.    


        The
only direct or indirect Subsidiaries of Partners are (or on the Closing Date, will be, as of the Funding Date) those listed on  Schedule 6.9. The Persons identified on Schedule 6.9 are (or on the Closing Date, will be,
as of the Funding Date) the record and beneficial owners of all of the shares of Capital Stock of each of the Persons listed on Schedule 6.9 as
being owned by thereby, there are no proxies, irrevocable or otherwise, with respect to such shares, and no equity securities of any of any of such Persons are or may become required to be issued by
reason of any options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of
any Capital Stock of any such Person, and there are no contracts, commitments, understandings or arrangements by which any such Person is or may become bound to issue additional shares of its Capital
Stock or securities convertible into or exchangeable for such shares. All of such shares are (or on the Closing Date, will be, as of the Funding Date) owned by such Persons free and clear of any Liens
other than Permitted Liens. 










        6.10    No Judgments or Litigation.    


        Except
as set forth on Schedule 6.10, no judgments, orders, writs or decrees are outstanding against such Credit Party or any of
its Subsidiaries nor is there now pending or, to the best of such Credit Party's knowledge after due inquiry, threatened any litigation, contested claim, investigation, arbitration, or governmental
proceeding by or against such Credit Party or any of its Subsidiaries except judgments and pending or threatened litigation, contested claims, investigations, arbitrations and governmental proceedings
which could not reasonably be expected to have a Material Adverse Effect. 


        6.11    No Defaults.    


        Neither
such Credit Party nor any of its Subsidiaries is in default under any term of any indenture, contract, lease, agreement, instrument or other commitment to which any of them is a
party or by which any of them is bound which default has had or could be reasonably expected to have a Material Adverse Effect. Such Credit Party knows of no dispute regarding any indenture, contract,
lease, agreement, instrument or other commitment which could reasonably be expected to have a Material Adverse Effect. 


        6.12    No Employee Disputes.    


        There
are no controversies pending or, to the best of such Credit Party's knowledge after diligent inquiry, threatened between such Credit Party or any of its Subsidiaries and any of
their respective employees, other than those arising in the ordinary course of business which could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. 


        6.13    Compliance with Law.    


        Neither
such Credit Party nor any of its Subsidiaries has violated or failed to comply with any statute, law, ordinance, regulation, rule or order of any foreign, federal, state or local
government, or any other Governmental Authority or any self regulatory organization, or any judgment, decree or order of any court, applicable to its business or operations except where the aggregate
of all such violations or failures to comply could not reasonably be expected to have a Material Adverse Effect. The conduct of the business of such Credit Party and each of its Subsidiaries is in
conformity with all securities, commodities, energy, public utility, zoning, building code, health, OSHA and environmental requirements and all other foreign, federal, state and local governmental and
regulatory requirements and requirements of any self regulatory organizations, except where such non-conformities could not reasonably be expected to have a Material Adverse Effect.
Neither such Credit Party nor any of its Subsidiaries has received any notice to the effect that, or
otherwise been advised that, it is not in compliance with, and neither such Credit Party nor any of its Subsidiaries has any reason to anticipate that any currently existing circumstances are likely
to result in the violation of any such statute, law, ordinance, regulation, rule, judgment, decree or order which failure or violation could reasonably be expected to have a Material Adverse Effect. 


        6.14    ERISA.    


        None
of such Credit Parties nor any of their Subsidiaries or ERISA Affiliates maintains or contributes to any Benefit Plan other than those listed on  Schedule 6.14. Each Benefit Plan has been and is
being maintained and funded in accordance with its terms and in compliance in all material
respects with all provisions of ERISA and the Internal Revenue Code applicable thereto. Such Credit Party, each of its Subsidiaries and each of its ERISA Affiliates has fulfilled all obligations
related to the minimum funding standards of ERISA and the Internal Revenue Code for each Benefit Plan, is in compliance in all material respects with the currently applicable provisions of ERISA and
of the Internal Revenue Code and has not incurred any liability (other than routine liability for premiums) under Title IV of ERISA. No Termination Event has occurred nor has any other event
occurred that may result in such a Termination Event. No event or events have occurred in connection with which such Credit Parties or any of its Subsidiaries or ERISA Affiliates, any fiduciary of a
Benefit Plan or any Benefit Plan, directly or indirectly, would be subject to any material liability, individually or in the aggregate, under ERISA, the Internal Revenue Code or any other law,
regulation or governmental

order or under any agreement, instrument, statute, rule of law or regulation pursuant to or under which any such entity has agreed to indemnify or is required to indemnify any person against liability
incurred under, or for a violation or failure to satisfy the requirements of, any such statute, regulation or order. 


        6.15    Compliance with Environmental Laws.    



        Except
as disclosed on Schedule 6.15, and except where the aggregate of all such violations or failures to comply could not
reasonably be expected to have a Material Adverse Effect (a) the operations of such Credit Party and each of its Subsidiaries comply with all applicable federal, state or local environmental,
health and safety statutes, regulations, or ordinances, and (b) none of the operations of such Credit Party or any of its Subsidiaries is the subject of any judicial or administrative
proceeding alleging the violation of any federal, state or local environmental, health or safety statute, regulation, direction, ordinance, criteria or guidelines. Except as disclosed on  Schedule 6.15 and except as could not reasonably be expected to have a Material Adverse Effect, to the knowledge of each Credit Party and any of
its Subsidiaries, none of the operations of such Credit Party or any of its Subsidiaries is the subject of any federal or state investigation evaluating whether such Credit Party or any of its
Subsidiaries disposed any hazardous or toxic waste, substance or constituent or other substance at any site that may require remedial action, or any federal or state investigation evaluating whether
any remedial action is needed to respond to a release of any hazardous or toxic waste, substance or constituent, or other substance into the environment. Except as disclosed on  Schedule 6.15 and
except
for any notices required in connection with any environmental permits or annual reporting requirements in the ordinary course of business, neither such Credit Party nor any of its Subsidiaries have
filed any notice under any federal or state law indicating past or present treatment, storage or disposal of a hazardous waste or reporting a spill or release of a hazardous or toxic waste, substance
or constituent, or other substance into the environment. Except as disclosed on Schedule 6.15 and except as could not reasonably be expected to
have a Material Adverse Effect, neither such Credit Party nor any of its Subsidiaries have any contingent liability of which such Credit Party has knowledge in connection with any release of any
hazardous or toxic waste, substance or constituent, or other substance into the environment, nor has such Credit Party or any of its Subsidiaries received any notice or letter advising it of potential
liability arising from the disposal of any hazardous or toxic waste, substance or constituent or other substance into the environment. 



        6.16    Use of Proceeds.    


        All
proceeds of the Loans will be used only in accordance with Section 7.12. 


        6.17    Intellectual Property.    


        Such
Credit Party and each of its Subsidiaries possesses (or on the Closing Date, will possess, as of the Funding Date) adequate assets, licenses, patents, patent applications,
copyrights, service marks, trademarks and tradenames to continue to conduct its business as heretofore conducted by it. Schedule 6.17 sets forth
(a) all of the federal, state and foreign registrations of trademarks, service marks and other marks, trade names or other trade rights of such Credit Party and its Subsidiaries, and all
pending applications for any such registrations, (b) all of the patents and copyrights of such Credit Party and its Subsidiaries and all pending applications therefor and (c) all other
trademarks, service marks and other marks, trade names and other trade rights used by such Credit Party or any of its Subsidiaries in connection with their businesses, in each case necessary for the
conduct of such Credit Party's and such Credit Party's or Subsidiaries' business (collectively, the "Proprietary Rights"). Such Credit Party and its
Subsidiaries are (or on the Closing Date, will be, as of the Funding Date) collectively the owners of each of the trademarks listed on  Schedule 6.17 as indicated on such schedule, and, except as otherwise disclosed on
Schedule 6.17, no other Person has the right to use any of such marks in commerce either in the identical form or in such near resemblance thereto as may be likely to
cause confusion or to cause mistake or to deceive. Each of the trademarks listed on Schedule 6.17 is a federally registered trademark of such
Credit Party or its Subsidiaries having the registration number and issue date set forth on Schedule 6.17, except as otherwise disclosed on
Schedule 6.17. The Proprietary Rights listed on Schedule 6.17 are all those used in the businesses of such Credit
Party and its

Subsidiaries. Except as disclosed on Schedule 6.17, no person has a right to receive any royalty or similar payment in respect of any Proprietary
Rights pursuant to any contractual arrangements entered into by such Credit Party, or any of its Subsidiaries and no person otherwise has a right to receive any royalty or similar payment in respect
of any such Proprietary Rights except as disclosed on Schedule 6.17. Except as otherwise disclosed on
Schedule 6.17, neither such Credit Party nor any of its Subsidiaries has granted any license or sold or otherwise transferred any interest in any of the Proprietary
Rights to any other person. The use of each of the Proprietary Rights by such Credit Party and its Subsidiaries is not infringing upon or otherwise violating the rights of any third party in or to
such Proprietary Rights, and no proceeding has been instituted against or notice received by such Credit Party or any of its Subsidiaries that are presently outstanding alleging that the use of any of
the Proprietary Rights infringes upon or otherwise violates the rights of any third party in or to any of the Proprietary Rights. Neither such Credit Party nor any of its Subsidiaries has given notice
to any Person that it is infringing on any of the Proprietary Rights and to the best of such Credit Party's knowledge, no Person is infringing on any of the Proprietary Rights. All of the Proprietary
Rights of such Credit Party and its Subsidiaries are valid and enforceable rights of such Credit Party and its Subsidiaries and will not cease to be valid and in full force and effect by reason of the
execution and delivery of this Credit Agreement or the Credit Documents or the consummation of the transactions contemplated hereby or thereby. 


        6.18    Licenses and Permits.    



        Such
Credit Party and each of its Subsidiaries have (or on the Closing Date, will have, as of the Funding Date) obtained and hold in full force and effect, all material franchises,
licenses, leases, permits, certificates, authorizations, qualifications, easements, rights of way and other rights and approvals which are necessary for the operation of their businesses as presently
conducted and as proposed to be conducted and whose absence or failure to obtain could reasonably be expected to have a Material Adverse Effect. Neither of such Credit Party nor any of its
Subsidiaries is in violation of the
terms of any such franchise, license, lease, permit, certificate, authorization, qualification, easement, right of way, right or approval in any such case which could reasonably be expected to have a
Material Adverse Effect. 


        6.19    Title to Property.    


        Such
Credit Party has (or on the Closing Date, will have, as of the Funding Date) to its best knowledge (i) defensible fee simple title to or valid leasehold interests in all of
its real property, including, without limitation, the Real Estate (all such real property and the nature of such Credit Party's or any of its Subsidiary's interest therein is disclosed on  Schedule 6.19, as it may be updated from time to time pursuant to Section 7.8) and
(ii) defensible title to all of its other property (including without limitation, all real and other property in each case as reflected in the Financial Statements delivered to the Agent
hereunder), other than properties disposed of in the ordinary course of business or in any manner otherwise permitted under this Credit Agreement since the date of the most recent audited consolidated
balance sheet of such Credit Party, and in each case subject to no Liens other than Permitted Liens and such other defects in title as are minor in nature and such defects do not constitute a Lien
that secures Indebtedness and do not have or would reasonably be expected to cause a material adverse effect on the ability of the Agent to exercise rights, powers and remedies with respect to the
Collateral. Such Credit Party and its Subsidiaries, to the best of their respective knowledge, enjoy peaceful and undisturbed possession of all its real property, including, without limitation, the
Real Estate, except for minor matters that do not have or would reasonably be expected to cause a material adverse effect on the ability of the Agent to exercise rights, powers and remedies with
respect to the Collateral, and there is no pending or, to the best of their knowledge, threatened condemnation proceeding relating to any such real property. No material default exists under
(i) any Lease on any property on which a Mortgage is granted, or (ii) any other Lease, to the extent such default would reasonably be expected to have a Material Adverse Effect. All of
the Structures and other tangible assets owned, leased or used by such Credit Party or any of its Subsidiaries in the conduct of their respective businesses are (a) insured to the extent and in
a manner required by Section 7.9, (b) structurally sound with no known defects which have or could reasonably be expected to

have a Material Adverse Effect, (c) in good operating condition and repair, subject to ordinary wear and tear and except to the extent failure could not reasonably be expected to have a
Material Adverse Effect, (d) not in need of maintenance or repair except for ordinary, routine maintenance and repair the cost of which is immaterial and except to the extent failure to so
maintain and repair could not reasonably be expected to have a Material Adverse Effect, (e) sufficient for the operation of the businesses of such Credit Party and its Subsidiaries as currently
conducted, except to the extent failure to be so sufficient could not reasonably be expected to have a Material Adverse Effect and (f) in conformity with all applicable laws, ordinances,
orders, regulations and other requirements (including applicable zoning, environmental, motor vehicle safety, occupational safety and health laws and regulations) relating thereto, except where the
failure to conform could not reasonably be expected to have a Material Adverse Effect. 


        6.20    Labor Matters.    


        Neither
such Credit Party nor any of its Subsidiaries is engaged in any unfair labor practice which could reasonably be expected to have a Material Adverse Effect. There is (a) no
material unfair labor practice complaint pending against such Credit Party or any of its Subsidiaries or, to the best knowledge of such Credit Party, threatened against any of them, before the
National Labor Relations Board, and no grievance or arbitration proceeding arising out of or under collective bargaining agreements that has or could reasonably be expected to have a Material Adverse
Effect is so pending against such Credit Party or any of its Subsidiaries or, to the best knowledge of such Credit Party, threatened against any of them, (b) no strike, labor dispute, slowdown
or stoppage pending against either of such Credit Party or any of its Subsidiaries or, to the best knowledge of such Credit Party, threatened against any of them, and (c) no union
representation questions with respect to the employees of such Credit Party or any Subsidiaries and no union organizing activities. 



        6.21    Investment Company, Etc.    


        Neither
such Credit Party nor any of its Subsidiaries is (a) an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment
Company Act of 1940, as amended, (b) a "holding company" or a "subsidiary company" of a "holding company," or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding
company," within the meaning of the Public Utility Holding Company Act of 1935, as amended, or (c) subject to any other law which regulates or restricts its ability to borrow money or to
consummate the transactions contemplated by this Credit Agreement or the other Credit Documents or to perform its obligations hereunder or thereunder. 


        6.22    Margin Security.    


        Such
Credit Party does not own any margin stock and no portion of the proceeds of any Loans or Letters of Credit shall be used by such Credit Party for the purpose of purchasing or
carrying any "margin stock" (as defined in Regulation U of the Board of Governors of the Federal Reserve System) or for any other purpose which violates the provisions or Regulation U,
of said Board of Governors or for any other purpose in violation of any applicable statute or regulation, or of the terms and conditions of this Credit Agreement. 


        6.23    No Event of Default.    


        No
Default or Event of Default has occurred and is continuing. 


        6.24    Taxes and Tax Returns.    



        Each
Credit Party has filed, or caused to be filed, all material tax returns (federal, state, local and foreign, including relating to excise taxes) required to be filed and paid all
amounts of taxes shown thereon to be due (including interest and penalties) and has paid all other material taxes, fees, assessments and other governmental charges (including mortgage recording taxes,
documentary stamp taxes and intangibles taxes) owing by it, except for such taxes (a) that are not yet delinquent or (b) that are being appropriately contested in good faith, and against
which adequate reserves are being

maintained in accordance with GAAP. None of the Credit Parties is aware of any proposed material tax assessments against it or any other Credit Party. 



        6.25    No Other Indebtedness.    


        Such
Credit Party has no Indebtedness that is senior, pari passu or subordinated in right of payment to their Indebtedness to the Lenders hereunder, except for Permitted Indebtedness. 


        6.26    Status of Accounts.    



        Each
Account is based on an actual and bona fide sale and delivery of goods or rendition of services to customers, made by a Credit Party in the ordinary course of its business; the
goods and inventory being sold and the Accounts created are such Credit Party's exclusive property and are not and shall not be subject to any Lien, consignment arrangement, encumbrance, security
interest or financing statement whatsoever, other than the Permitted Liens; and such Credit Party's customers have accepted the goods or services, owe and are obligated to pay the full amounts stated
in the invoices according to their terms, without any dispute, offset, defense, counterclaim or contra that could reasonably be expected to have, when aggregated with any such other disputes, offsets,
defenses, counterclaims or contras, a Material Adverse Effect. Such Credit Party confirms to the Lenders that any and all taxes or fees relating to its business, its sales, the Accounts or the goods
relating thereto, are its sole responsibility and that same will be paid by such Credit Party when due (unless duly contested and adequately reserved for). 


        6.27    Material Contracts.    


        Schedule 6.27 sets forth a true, correct and complete list of all the Material Contracts currently in effect (on the Closing Date,
anticipated to be currently in effect) as of the Funding Date. All of the Material Contracts are in full force and effect, and no material defaults currently exist thereunder. 


        6.28    Survival of Representations.    


        All
representations made by such Credit Party in this Credit Agreement (including by incorporation by reference in any Guaranty Agreement) and in any other Credit Document shall survive
the execution and delivery hereof and thereof. 


        6.29    Affiliate Transactions.    


        Except
with respect to the Omnibus Agreement, any Permitted Acquisitions, the Terminaling Services Agreement, the other documents pertaining to the formation of the General Partner,
Partners and its Subsidiaries as described in the Form S-1, and as otherwise set forth on Schedule 6.29, neither such Credit
Party nor any of its Subsidiaries is a party to or bound by any agreement or arrangement (whether oral or written) to which any Affiliate of such Credit Party or any of its Subsidiaries is a party
except (a) in the ordinary course of and pursuant to the reasonable requirements of such Credit Party's or such Subsidiary's business and (b) upon fair and reasonable terms no less
favorable to such Credit Party and such Subsidiary than it could obtain in a comparable arm's-length transaction with an unaffiliated Person. 


        6.30    Accuracy and Completeness of Information.    


        All
factual information heretofore, contemporaneously or hereafter furnished by or on behalf of the Credit Parties or any of their respective Subsidiaries in writing to the Agent, any
Lender, or the Independent Accountant for purposes of or in connection with this Credit Agreement or any Credit Documents, or any transaction contemplated hereby or thereby is or will be true and
accurate in all material respects on the date as of which such information is dated or certified and not incomplete by omitting to state any material fact necessary to make such information not
misleading at such time. 


        6.31    Anti-Terrorism Laws.    



        (a)    General.    None of the Credit Parties or their Affiliates is knowingly in violation of any
Anti-Terrorism Law or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any
Anti-Terrorism Law.




        (b)    Executive Order No. 13224.    None of the Credit Party or their Affiliates is, to the best of their
knowledge, any of the following (each a "Blocked Person"): 



          (i)  a
Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order
No. 13224; 


         (ii)  a
Person or entity with which any bank or other financial institution is prohibited from dealing or otherwise engaging in any transaction by any
Anti-Terrorism Law; 


        (iii)  a
Person or entity that commits, threatens or conspires to commit or supports "terrorism" as defined in Executive Order No. 13224; 



        (iv)  a
Person or entity that is named as a "specially designated national" on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control
at its official website or any replacement website or other replacement official publication of such list; or 


         (v)  a
Person or entity who is affiliated with a Person or entity listed above. 




        (c)   None
of the Credit Parties or their Affiliates knowingly (i) conducts any business or engages in making or receiving any contribution of funds, goods or services
to or for the benefit of any Blocked Person or (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to Executive Order
No. 13224. 




        6.32    Deposit Accounts and Commodities Accounts.    


        As
of the Funding Date, none of the Full Recourse Credit Parties has any checking, savings or other accounts at any bank or other financial institution, or any commodities accounts with
any commodities intermediary, or any other account where money is or may be deposited or maintained with any Person that is not described on  Schedule 6.32. Schedule 6.32 accurately sets forth the purpose for which each such deposit
account is maintained. 


        6.33    Force Majeure.    


        None
of any Full Recourse Credit Parties' business is suffering from effects of fire, accident, strike, drought, storm, earthquake, embargo, tornado, hurricane, act of God, acts of a
public enemy or other casualty that would reasonably be likely to have a Material Adverse Effect. 


ARTICLE VII  


 AFFIRMATIVE COVENANTS  


        Until all of the Credit and Collateral Termination Events have occurred, the Borrower and (by execution and delivery of any Guaranty Agreement or of a joinder
thereto and incorporation by reference therein) each Guarantor agrees that, unless the Required Lenders shall have otherwise consented in writing: 


        7.1    Financial Information.    


        The
Borrower will furnish to the Agent on behalf of the Lenders the following information within the following time periods: 



        (a)   within
ninety (90) days after the close of the fiscal year of Partners, the audited consolidated balance sheets and statements of income and retained earnings and
of changes in cash flow of Partners and its consolidated Subsidiaries, for such year, each setting forth in comparative form the corresponding figures for the preceding year, prepared in accordance
with GAAP, and accompanied by a report and unqualified opinion of KPMG LLP (which shall not be limited as to the scope of the audit or qualified as to the status of Partners and its consolidated
Subsidiaries as a going concern) or other Independent Accountant selected by Partners and approved by the Agent; provided, that at all times when
Partners is required to file and has timely filed a 10-K with the SEC, such filing will satisfy this covenant;




        (b)   within
forty-five (45) days after the end of each fiscal quarter of Partners other than the final fiscal quarter of each fiscal year, unaudited
consolidated financial statements of Partners and its Subsidiaries as of the end of such period and for such period then ended and for the period from the beginning of the current fiscal year to the
end of such period, setting forth in comparative form the corresponding figures for the comparable period in the preceding fiscal year, prepared in accordance with GAAP (except that such quarterly
statements need not include footnotes) and certified by an Executive Officer; provided, that at all times when the Borrower is required to file and has
timely filed a 10-Q with the SEC, such filing will satisfy this covenant; 


        (c)   at
the time of delivery of each quarterly and annual statement, a Compliance Certificate executed by an Executive Officer stating that such officer has caused this
Credit Agreement to be reviewed and has no knowledge of any default by Partners or any other Credit Party in the performance or observance of any of the provisions of this Credit Agreement, during, or
at the end of, as applicable, such quarter, or year, or, if such officer has such knowledge, specifying each default and the nature thereof, and showing compliance by the Credit Parties as of the date
of such statement with the financial covenants set forth in Section 8.1, and calculations for such financial covenants shall be included, and the
other applicable covenants set forth in Exhibit J; 


        (d)   promptly
upon receipt thereof, copies of all management letters which are submitted to Partners by its Independent Accountant in connection with any annual or interim
audit of the books of Partners or its consolidated Subsidiaries made by such accountants; 


        (e)   as
soon as practicable but, in any event, within ten (10) Business Days after the issuance thereof, to the extent not electronically filed and publicly available,
copies of such other financial statements and reports as Partners shall send to its limited partnership unit holders as such, and copies of all regular and periodic reports which Partners may be
required to file with the Securities and Exchange Commission or any similar or corresponding governmental commission, department or agency substituted therefor, or any similar or corresponding
Governmental Authority; 


        (f)    no
later than thirty (30) days prior to the commencement of each fiscal year during each year when this Credit Agreement is in effect, an annual forecast setting
forth the quarterly budget for each quarter of such fiscal year in a form consistent with the annual forecast provided to the Agent prior to the Closing Date for the period ending on June 30,
2005; 


        (g)   promptly
and in any event within five (5) Business Days after becoming aware of the occurrence of a Default or Event of Default, a certificate of an Executive
Officer specifying the nature thereof and the Credit Parties' proposed response thereto, each in reasonable detail; and 


        (h)   with
reasonable promptness, such other data as the Agent may reasonably request. 




        7.2    Corporate Existence.    



        Each
Credit Party and each of its Subsidiaries: (a) will (i) maintain its current corporate or other organizational existence, except as permitted by  Section 9.4, (ii) maintain in full
force and effect all material licenses, bonds, franchise, leases, trademarks and qualifications to do
business, except as could not reasonably be expected to have a Material Adverse Effect; (b) will obtain or maintain patents, contracts and other rights necessary to the conduct of their
businesses; (c) will limit their operations to Permitted Lines of Business; (d) will comply with all applicable laws and regulations of any federal, state or local Governmental
Authority, except where noncompliance could not reasonably be expected to have a Material Adverse Effect. 


        7.3    ERISA.    


        The
Credit Party will deliver to the Agent, at the Credit Party' expense, the following information at the times specified below: 



        (a)   within
ten (10) Business Days after any Credit Party or any of its Subsidiaries or ERISA Affiliates knows or has reason to know that a Termination Event has
occurred, a written statement of an Executive Officer describing such Termination Event and the action, if any, which such

Credit Party or other such entities have taken, are taking or propose to take with respect thereto, and when known, any action taken or threatened by the Internal Revenue Service, DOL or PBGC with
respect thereto; 


        (b)   within
ten (10) Business Days after any Credit Party or any of its Subsidiaries or ERISA Affiliates knows or has reason to know that a prohibited transaction (as
defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code) has
occurred, a statement of an Executive Officer describing such transaction and the action which such Credit Party or other such entities have taken, are taking or propose to take with respect thereto; 


        (c)   within
thirty (30) Business Days after the filing thereof with the DOL, Internal Revenue Service or PBGC, copies of each annual report (form 5500 series),
including all schedules and attachments thereto, filed with respect to each Benefit Plan; 


        (d)   within
thirty (30) Business Days after receipt by any Credit Party or any of its Subsidiaries or ERISA Affiliates of each actuarial report for any Benefit Plan or
Multiemployer Plan and each annual report for any Multiemployer Plan, copies of each such report; 



        (e)   within
three (3) Business Days after the filing thereof with the Internal Revenue Service, a copy of each funding waiver request filed with respect to any Benefit
Plan and all communications received by any Credit Party or any of its Subsidiaries or ERISA Affiliates with respect to such request; 


        (f)    within
ten (10) Business Days upon the occurrence thereof, notification of any material increase in the benefits of any existing Plan or the establishment of any
new Plan or the commencement of contributions to any Plan to which any Credit Party or any of its Subsidiaries or ERISA Affiliates was not previously contributing; 



        (g)   within
three (3) Business Days after receipt by any Credit Party or any of its Subsidiaries or ERISA Affiliates of the PBGC's intention to terminate a Benefit
Plan or to have a trustee appointed to administer a Benefit Plan, copies of each such notice; 


        (h)   within
ten (10) Business Days after receipt by any Credit Party or any of its Subsidiaries or ERISA Affiliates of any favorable or unfavorable determination
letter from the Internal Revenue Service regarding the qualification of a Plan under Section 401(a) of the Internal Revenue Code, copies of each
such letter; 


        (i)    within
ten (10) Business Days after receipt by any Credit Party or any of its Subsidiaries or ERISA Affiliates of a notice regarding the imposition of withdrawal
liability, copies of each such notice; 


        (j)    within
ten (10) Business Days after any Credit Party or any of its Subsidiaries or ERISA Affiliates fail to make a required installment or any other required
payment under Section 412 of the Internal
Revenue Code on or before the due date for such installment or payment, a notification of such failure; and 



        (k)   within
three (3) Business Days after any Credit Party or any of its Subsidiaries or ERISA Affiliates knows (a) a Multiemployer Plan has been terminated,
(b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under  Section 4042 of
ERISA to terminate a Multiemployer Plan, a written statement setting forth any such event or information. 




        For
purposes of this Section 7.3, any Credit Party or any of its Subsidiaries or ERISA Affiliates shall be deemed to know all facts
known by the administrator of any Plan of which such entity is the plan sponsor. 


        The
Credit Parties will establish, maintain and operate all Plans to comply in all material respects with the provisions of ERISA, the Internal Revenue Code, and all other applicable
laws, and the regulations and interpretations thereunder other than to the extent that the Credit Parties are in good

faith contesting by appropriate proceedings the validity or implication of any such provision, law, rule, regulation or interpretation. 



        7.4    Proceedings or Adverse Changes.    


        The
Credit Parties will as soon as possible, and in any event within five (5 Business Days after any Executive Officerlearns of the following, give written notice to the Agent of (iany
material proceeding(s) being instituted or threatened in writing to be instituted by or against any Credit Party or any of its Subsidiaries in any federal, state, local or foreign court or before any
commission or other regulatory body (federal, state, local or foreign), if the amount involved is equal to or in excess of $10,000,000 and (ii)any event has occurred that has or could reasonably be
expected to cause a Material Adverse Change. Provision of such notice by the Credit Parties will not constitute a waiver or excuse of any Default or Event of Default occurring as a result of such
changes or events. 


        7.5    Environmental Matters.    


        Each
Credit Party will conduct its business and the businesses of each of the Subsidiaries so as to comply in all material respects with all applicable environmental laws, regulations,
orders and ordinances, in all jurisdictions in which any of them is or may at any time be doing business including,
without limitation, environmental land use, occupational safety or health laws, regulations, requirements or permits in all jurisdictions in which any of them is or may at any time be doing business,
except to the extent that any Credit Party or any of its Subsidiaries is contesting, in good faith by appropriate legal proceedings, any such law, regulation, order or ordinance, or interpretation
thereof or application thereof; provided, further, that each Credit Party and each of the Subsidiaries will comply with the order of any court or other
governmental body of the applicable jurisdiction relating to such laws unless such Credit Party or Subsidiary shall currently be prosecuting an appeal or proceedings for review and shall have secured
a stay of enforcement or execution or other arrangement postponing enforcement or execution pending such appeal or proceedings for review. If any Credit Party or any of its Subsidiaries shall receive
any notice from a federal, state, or local agency that (a) any violation of any federal, state or local environmental law, regulation, order or ordinance, may have been committed or is about to
be committed by such Credit Party or any of its Subsidiaries, (b) any administrative or judicial complaint or order has been filed or is about to be filed against such Credit Party or any of
its Subsidiaries alleging violations of any federal, state or local environmental law, regulation, order, ordinance, or requiring such Credit Party or any of its Subsidiaries to take any action in
connection with the release of toxic or hazardous substances into the environment or (c) alleging that such Credit Party or any of its Subsidiaries may be liable or responsible for costs
associated with a response to or cleanup of a release of a toxic or hazardous substance into the environment or any damages caused thereby, and any Credit Party reasonably believes that such costs or
damages would likely be material, such Credit Party will provide the Agent with a copy of such notice within fifteen (15) days after the receipt thereof by the applicable Credit Party or any of
its Subsidiaries. Each Credit Party will promptly take all actions necessary to prevent the imposition of any Liens on any of its properties arising out of or related to any environmental matters
except to the extent such Liens that would not reasonably be expected to create an Event of Default. 


        7.6    Books and Records; Inspection.    



        Each
Credit Party will, and will cause each of its Subsidiaries to, maintain books and records pertaining to the Collateral in such detail, form and scope as is consistent with good
business practice. Each Credit Party agrees that the Agent or its agents may enter upon the premises of each Credit Party or any of its Subsidiaries at any time and from time to time, during normal
business hours, and at any time at all on and after the occurrence of an Event of Default, and which has not otherwise been waived by the Agent, for the purpose of (a) enabling the Agent's
internal auditors or outside third party designees to conduct any periodic field examinations at such Credit Party's expense, (b) inspecting the Collateral, (c) inspecting and/or copying
(at such Credit Party' expense) any and all records pertaining thereto, and (d) discussing the affairs, finances and business of any Credit Party or with any officers, employees and directors
of any Credit Party with the Independent Accountant. The Lenders,

in the reasonable discretion of the Agent, may accompany the Agent at their sole expense in connection with the foregoing inspections. 


        7.7    Collateral Records.    



        Each
Credit Party will, and will cause each of its Subsidiaries to, execute and deliver to the Agent, from time to time, for the Agent's use in maintaining a record of the Collateral,
such written statements and schedules that are reasonably available and as the Agent may reasonably require, including without limitation those described in  Section 7.1, designating, identifying or
describing the Collateral pledged to the Lenders hereunder. Any Credit Party's failure, however, to
promptly give the Agent such statements or schedules shall not affect, diminish, modify or otherwise limit the Lenders' security interests in the Collateral. Such Credit Party agrees to maintain such
books and records regarding Accounts and the other Collateral as the Agent may reasonably require. 


        7.8    Security Interests.    


        Each
Credit Party will use commercially reasonable efforts to defend the Collateral against all claims and demands of all Persons at any time claiming the same or any interest therein
other than Permitted Liens. Each Credit Party agrees to, and will cause the other Credit Parties to, comply with the requirements of all applicable state and federal laws necessary to grant to the
Lenders valid and perfected first security interest in the Collateral as required by this Agreement and the Security Documents. The Agent is hereby authorized by each Credit Party to file any
financing statements in accordance with Section 5(f) of the Security Agreement. Each Credit Party agrees to take the following actions as the
Agent may reasonably request, from time to time, by way of: reasonably cooperating with the Agent's custodians; keeping stock records; paying claims, which might if unpaid, become a Lien (other than a
Permitted Lien) on the Collateral except for claims which are being contested in good faith; as to Full Recourse Credit Parties, assigning its rights to the payment of Accounts pursuant to the
Assignment of Claims Act of 1940, as amended (31 U.S.C. §3727 et. seq.); and performing such further acts as the Agent may reasonably require in order to effect the purposes of Security
Documents. Subject to any limitation expressly set forth herein any and all reasonable fees, costs and expenses of whatever kind and nature (including any Taxes, reasonable attorneys' fees or costs
for insurance of any kind), which the Agent may incur with respect to the Collateral or the Obligations: in filing public notices; in preparing or filing documents; in protecting, maintaining, or
preserving the Collateral or its interest therein; in enforcing or foreclosing the Liens hereunder, whether through judicial procedures or otherwise; or in defending or prosecuting any actions or
proceedings arising out of or relating to its transactions with any Credit Party or any of its Subsidiaries under this Credit Agreement or any other Credit Document, will be borne and paid by the
Credit Parties. If same are not promptly paid by the Credit Parties upon presentation of correct, detailed invoices, the Agent may pay same on the Credit Parties' behalf, and the amount thereof shall
be an Obligation secured hereby and due to the Agent on demand. If any Credit Party acquires or leases any Real Estate after the date hereof, such Credit Party will promptly (i) submit to the
Agent an updated Schedule 6.19 pursuant to Section 7.15 and (ii) other than Florida
Real Property Assets, with respect to all such Real Estate that is (x) owned by a Full Recourse Credit Party, except for minor owned Real Estate that is acquired solely as a convenience, is not
integral to or necessary for the use and operation of any Mortgaged Real Estate and has only minor value, where the Agent determines in its reasonable credit judgment that no Mortgage will be required
due to such considerations, and (y) all such Real Estate that is leased by a Full Recourse Credit Party and is designated in writing by the Agent in its sole discretion, within
forty-five (45) days, execute and deliver to the Agent a Mortgage on such Real Estate, and deliver to the Agent the other items of the types described in the definition of Real
Property Documentation with respect thereto as the Agent may require, and all provisions of this Credit Agreement (including, without limitation, the foregoing provisions of this Section 7.8
and all other applicable representations, warranties and covenants) that are applicable to Real Estate or Mortgages shall apply thereto. 


        7.9    Insurance; Casualty Loss.    


        Each
Credit Party will, and will cause each of the Subsidiaries to, maintain public liability insurance and replacement value property damage insurance on the Collateral under such
policies of

insurance, with such insurance companies, in such amounts and covering such risks as are commercially reasonable for the industry and taking into account the interests of the Agent in the Collateral.
All policies covering the Collateral are to name the Credit Parties and the Agent as additional insureds, as their interests may appear. Certificates of insurance evidencing such insurance covering
the Collateral are to be delivered to the Agent on or prior to the Closing Date, premium prepaid, with the Agent as additional insured, and shall provide for not less than thirty (30) days
prior written notice to the Agent or ten (10) days in the case of non-payment of premium, of the exercise of any right of cancellation. In the event any Credit Party or any of its
Subsidiaries fail to respond in a timely and appropriate manner (as determined by the Agent in its reasonable discretion) with respect to collecting under any insurance policies required to be
maintained under this Section 7.9, and if the amount involved is $5,000,000 or more, the Agent shall have the right, in the name of the Agent
such Credit Party or Subsidiary, to file claims under such insurance policies, to receive and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements,
receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies. Each Credit
Party will provide written notice to the Agent of the occurrence of any of the following events within fifteen (15) Business Days after the occurrence of such event: any material asset or
property owned or used by any Credit Party or any of its Subsidiaries is (i) materially damaged or destroyed, or suffers any other material loss or (ii) is condemned, confiscated or
otherwise taken, in whole or in part, or the use thereof is otherwise diminished so as to render impracticable or unreasonable the use of such asset or property for the purpose to which such asset or
property were used immediately prior to such condemnation, confiscation or taking, by exercise of the powers of condemnation or eminent domain or otherwise, and in either case the amount of the
damage, destruction, loss or diminution in value of the Collateral which is in excess of $4,000,000 (collectively, a "Casualty Loss"). Each Credit Party
will diligently file and prosecute its claim or claims for any award or payment in connection with a Casualty Loss. After the occurrence and during the continuance of an Event of Default,
(i) no settlement on account of any such Casualty Loss shall be made without the consent of the Agent and (ii) the Agent may participate in any such proceedings and the Credit Parties
will deliver to the Agent such documents as may be requested by the Agent to permit such participation and will consult with the Agent, its attorneys and agents in the making and prosecution of such
claim or claims. Each Credit Party hereby irrevocably authorizes and appoints the Agent its attorney-in-fact, after the occurrence and continuance of an Event of Default, to
collect and receive for any such award or payment and to file and prosecute such claim or claims, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest, and
each Credit Party shall, upon demand of the Agent, make, execute and deliver any and all assignments and other instruments sufficient for the purpose of assigning any such award or payment to the
Agent for the benefit of the Lenders, free and clear of any encumbrances, other than Permitted Liens. 


        7.10    Taxes.    


        Each
Credit Party will, and will cause each of the Subsidiaries to, pay, when due, all Taxes levied or assessed against any Credit Party, any of its Subsidiaries or any of the
Collateral; provided, however, that unless such Taxes have become a federal tax or ERISA Lien on any of
the assets of any Credit Party or any of its Subsidiaries, in each case in an amount that would create an Event of Default, no such Tax, other than state excise taxes, need be paid if the same is
being contested in good faith, by appropriate proceedings promptly instituted and appropriately conducted and if an adequate reserve or other appropriate provision shall have been made therefor as
required in order to be in conformity with GAAP. Partners will, and will cause each of its Subsidiaries to, engage only in a Permitted Line of Business. 


        7.11    Compliance With Laws.    



        Each
Credit Party will, and will cause each of its Subsidiaries to, comply with all acts, rules, regulations, orders, directions and ordinances of any legislative, administrative or
judicial body or official applicable to the Collateral or any part thereof, or to the operation of its business, except where the failure to so comply could not reasonably be expected to have a
Material Adverse Effect. 










        7.12    Use of Proceeds.    


        The
proceeds of any advances made hereunder shall be used by the Borrower solely (a) to pay the Initial Distribution by the Borrower to Partners and to reimburse TMG for certain
capital expenditures, as described in the Form S-1, or for the acquisition of the Initial Assets, in an aggregate amount not exceeding $35,000,000, (b) for general corporate
purposes of the Full Recourse Credit Parties, including, without limitation, working capital, capital expenditures in the ordinary course of business and Permitted Acquisitions, (c) to fund
distributions of Available Cash permitted by Section 9.6, and (iv) to pay fees and expenses related to the consummation of this Credit
Agreement and the IPO and related formation transactions; provided, however, that in any event, no
portion of the proceeds of any such advances shall be used by any Credit Party for the purpose of purchasing or carrying any "margin stock" (as defined in Regulation U of the Board of Governors
of the Federal Reserve System) or for any other purpose which violates the provisions or Regulation U of said Board of Governors or for any other purpose in violation of any applicable statute
or regulation, or of the terms and conditions of this Credit Agreement. 


        7.13    Fiscal Year; Accounting Policies.    


        Each
Credit Party agrees that it will not change its fiscal year from a year ending June 30 unless required by law, in which case such Credit Party will give the Agent prompt
written notice thereof; provided, however, that, after the end of the fiscal year ending June 30,
2005, Partners and all but not less than all of its Subsidiaries may change their respective fiscal year end to December 31, commencing December 31, 2005. Subject to  Section 1.2, each
Credit Party agrees that it will provide prompt notice to the Agent of any material change to its accounting policies from
those used to prepare the financial statements delivered pursuant to Section 5.1(c). 


        7.14    Notification of Certain Events.    



        Each
Credit Party agrees that it will promptly, and in any case within five (5) Business Days, notify the Agent of the occurrence of any of the following events: 



        (a)   any
Material Contract of any Credit Party is terminated or amended in any material adverse respect or any new Material Contract is entered into (in which event such
Credit Party shall provide the Agent with a copy of such Material Contract); or 


        (b)   any
order, judgment or decree shall have been entered against any Credit Party or any of its Subsidiaries or any of their respective properties or assets, if a Lien
arising therefrom would create an Event of Default; or 


        (c)   any
notification of violation of any law or regulation or any inquiry shall have been received by any Credit Party from any local, state, federal or foreign Governmental
Authority or agency which could reasonably be expected to have a Material Adverse Effect; or 


        (d)   the
filing or receipt by any Credit Party of notice of, any federal or state tax lien, if such Lien would create an Event of Default. 




        7.15    Additional Full Recourse Guarantors.    


        With
respect to any newly created or acquired Subsidiary of Partners, Partners will provide the Agent with written notice thereof setting forth information in reasonable detail
describing all of the material assets of such Person and shall (a) cause any such Person that is a Domestic Subsidiary to execute and deliver to the Agent a Joinder Agreement in substantially
the form of Exhibit K, causing such Subsidiary to become a party to (i) the Full Recourse Guaranty, as a joint and several "Guarantor"
thereunder, (ii) the Security Agreement, as an "Obligor" granting a first priority Lien on its personal property, subject to Permitted Liens, (iii) the Contribution Agreement, as a
"Contributing Party" and (iv) as appropriate, the Pledge Agreement, as a "Pledgor," causing all of its Capital Stock (or, in the case of any Foreign Subsidiary, and without waiving the
requirement for the prior consent of the Required Lenders for the formation or acquisition thereof, sixty-five percent (65%) of its Capital Stock) to be delivered to the Agent (together
with undated stock powers signed in blank and pledged

to the Agent), and (b) deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1
financing statements, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things,
the legality, validity, binding effect, no conflicts with constitutional documents or material agreements, and enforceability of the documentation referred to above, and attachment and perfection of
the Agent's Lien in such Subsidiary's Collateral), all in form, content and scope reasonably satisfactory to the Agent. 


        7.16    Revisions or Updates to Schedules.    



        If
any of the information or disclosures provided on any of Schedules 6.7, 6.8, 6.9, 6.17 or 6.19, originally attached hereto
become outdated or incorrect in any material respect, the Credit Parties shall deliver to the Agent and the Lenders as part of the compliance certificate required pursuant to  Section 7.1(c) such
revision or updates to such Schedule(s) as may be necessary or appropriate to update or correct such Schedule(s);  provided, that such revisions or updates to any such Schedule(s) shall be deemed to have
amended, modified or superseded such Schedule(s) as originally attached hereto or revised or updated pursuant hereto, but shall not be deemed to have cured any breach of warranty or misrepresentation
resulting from the inaccuracy or incompleteness of any such Schedule(s) as it existed prior to such revision or update unless and until the Agent, in its sole and absolute discretion, shall have
accepted in writing such revisions or updates to such Schedule(s). 


        7.17    Collection of Accounts.    


        Rights
with respect to collection of Accounts shall be as set forth in the Security Agreement. 



        7.18    Maintenance of Property.    


        Each
Credit Party will, and will cause each of its Subsidiaries to, use commercially reasonable efforts to keep all property useful and necessary to its respective business in good
working order and condition (ordinary wear and tear excepted) in accordance with their past operating practices except for such property not material to the conduct of such Credit Party's business. 


        7.19    Trademarks.    



        Each
Credit Party will do and cause to be done all things reasonably necessary to preserve and keep in full force and effect all registrations of trademarks, service marks and other
marks, trade names or other trade rights, in each case to the extent material to the conduct of such Credit Party's business. 


        7.20    Anti-Terrorism Laws.    


        None
of the Credit Parties shall, nor shall any of them permit any of their respective Subsidiaries to, (i) conduct any business or engage in any transaction or dealing with any
Blocked Person, including the making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person; (ii) deal in, or otherwise engage in any transaction
relating to, any property or interests in property blocked pursuant to Executive Order No. 13224; or (iii) knowingly engage in on conspire to engage in any transaction that evades or
avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or the USA Patriot Act. Each of the Credit Parties
shall deliver to the Agent and Lenders any certification or other evidence reasonably requested from time to time by the Agent or any Lender, in the Agent's reasonable discretion, confirming such
Person's compliance with this Section. 


ARTICLE VIII  


 FINANCIAL COVENANTS  


        Until all of the Credit and Collateral Termination Events have occurred, the Borrower and (by execution and delivery of the Guaranty Agreement or of a joinder
thereto and incorporation by

reference therein) each Guarantor agrees that, unless the Required Lenders shall have otherwise consented in writing: 



        8.1    Maximum Total Leverage Ratio.    


        A
Total Leverage Ratio shall be maintained of not greater than 4.00 to 1.00 as of the last day of each fiscal quarter, commencing with the first fiscal quarter after the Closing. 


        8.2    Minimum Interest Coverage Ratio.    



        An
Interest Coverage Ratio shall be maintained of not less than 3.00 to 1.00 as of the last day of each fiscal quarter, commencing with the first fiscal quarter after the Closing. 


ARTICLE IX  


 NEGATIVE COVENANTS  


        Until all of the Credit and Collateral Termination Events have occurred, the Borrower and (by execution and delivery of the Guaranty Agreement or of a joinder
thereto and incorporation by reference therein) each Guarantor a`grees that, unless the Required Lenders shall have otherwise consented in writing, it will not, and will not permit any of its
Subsidiaries to: 


        9.1    Restrictions on Liens.    


        Mortgage,
assign, pledge, transfer or otherwise permit any Lien or judgment (whether as a result of a purchase money or title retention transaction, or other security interest, or
otherwise) to exist on any of its assets or properties, whether real, personal or mixed, whether now owned or hereafter acquired, except for Permitted Liens. No consensual (non-statutory)
Liens (other than Permitted Liens not securing Indebtedness) shall be permitted on the Florida Real Property Assets. 



        9.2    Restrictions on Additional Indebtedness.    


        Incur
or create any liability or Indebtedness other than Permitted Indebtedness. 


        9.3    Restrictions on Sale of Assets.    


        Sell,
lease, assign, transfer or otherwise dispose of any assets (including the Capital Stock of any Subsidiary of Partners) other than: (a) sales of Inventory in the ordinary
course of business; (b) sale-leaseback transactions permitted by Section 9.13; (c) sales or other dispositions in the
ordinary course of business of assets or properties that are obsolete or that are no longer used or useful in the conduct of such Credit Party's or Subsidiary's business; (d) sales in the
ordinary course of business of assets or properties (other than Inventory) used in such Credit Party's or Subsidiary's business that are worn out or in need of replacement and that are replaced within
six (6) months with assets of reasonably equivalent value or utility; and (e) other asset sales not exceeding in the aggregate for all Credit Parties (1) $10,000,000 in any fiscal
year and (2) 10% of Consolidated Net Tangible Assets since the Closing Date. 


        9.4    No Corporate Changes.    



        (a)   Merge
or consolidate with any Person, provided, however, that subject to  Section 7.15, Partners and its
Subsidiaries may merge or consolidate with and into each other (so long as, if such merger or consolidation
involves the Borrower, the Borrower is the surviving entity, if such merger or consolidation involves a Domestic Subsidiary and a Foreign Subsidiary, the Domestic Subsidiary is the surviving entity,
if such merger or consolidation involves a Credit Party and a Subsidiary that is not a Credit Party, the Credit Party is the surviving entity, and if such merger or consolidation involves a Full
Recourse Credit Party, a Full Recourse Credit Party is the surviving entity) and the Credit Parties may engage in Permitted Acquisitions, (b) alter or modify any Credit Party's or any of its
Subsidiary's Articles or Certificate of Incorporation or other equivalent organizational document or form of organization in any manner adverse to the interests of the Agent or the Lenders or
in any way which could reasonably be expected to have a Material Adverse Effect, (c) without providing thirty (30) days prior written notice to the Agent (or such


shorter period as determined by the Agent) and without filing (or confirming that the Agent has filed) such amendments to any previously filed financing statements as may be necessary to maintain
perfection of the security interest created under the Credit Documents as the Agent may require, (i) change its state of incorporation or formation, (ii) change its registered corporate,
limited liability company, or partnership name, (iii) change the location of its books and records from the locations set forth on  Schedule 6.7, or (iv) change the location of its
Collateral from the locations set forth for such Person on  Schedule 6.7, or (d) enter into or engage in any business, operation or activity other than a Permitted Line of Business; 
provided, however, that notwithstanding the foregoing, any Credit Party may dissolve or liquidate any
Subsidiary that is not a Credit Party and is not required to be one pursuant hereto. 




        9.5    No Guarantees.    


        Assume,
guarantee, endorse, or otherwise become liable upon the obligations of any other Person, including, without limitation, any Subsidiary or Affiliate of any Credit Party, except
(a) by the endorsement of negotiable instruments in the ordinary course of business, (b) by the giving of indemnities in connection with the sale of Inventory or other asset dispositions
permitted hereunder and (c) in connection with the incurrence of Permitted Indebtedness. 


        9.6    No Restricted Payments.    


        Make
a Restricted Payment, other than (i) to pay dividends from any Subsidiary to any Full Recourse Credit Party and (ii) Permitted Restricted Payments. 


        9.7    No Investments.    


        Make
any Investment other than Permitted Investments. 


        9.8    No Affiliate Transactions.    


        Enter
into any transaction with, including, without limitation, the purchase, sale or exchange of property or the rendering of any service to any Subsidiary or Affiliate of any Credit
Party except (a) in the ordinary course of such Credit Party's business and upon fair and reasonable terms no less favorable to such Credit Party than could be obtained in a comparable
arm's-length transaction with an unaffiliated Person, (b) as permitted under Section 9.6, or (c) pursuant to the Omnibus Agreement
or the Terminaling Services Agreement or the other documents pertaining to the formation of the General Partner, Partners and its Subsidiaries as described in the Form S-1,. 


        9.9    No Prohibited Transactions Under ERISA.    



        (a)   Engage,
or permit any ERISA Affiliate to engage, in any prohibited transaction which could result in a material civil penalty or excise tax described in  Section 406 of ERISA or Section 4975 of the Internal Revenue Code for which a statutory or
class exemption is not available or a private exemption has not been previously obtained from the DOL; 


        (b)   permit
to exist with respect to any Benefit Plan any accumulated funding (as defined in Sections 302 of ERISA and  412 of the Internal Revenue Code), whether
or not waived; 


        (c)   fail,
or permit any ERISA Affiliate to fail, to pay timely required contributions or annual installments due with respect to any waived funding deficiency to any Benefit
Plan; 


        (d)   terminate,
or permit any ERISA Affiliate to terminate, any Benefit Plan where such event would result in any liability of the Credit Party or any of its Subsidiaries or
ERISA Affiliates under Title IV of ERISA; 


        (e)   fail,
or permit any ERISA Affiliate to fail to make any required contribution or payment to any Multiemployer Plan; 


        (f)    fail,
or permit any ERISA Affiliate to fail, to pay any required installment or any other payment required under  Section 412 of the Internal Revenue Code on or before the due date for such installment or
other payment;





        (g)   amend,
or permit any ERISA Affiliate to amend, a Benefit Plan resulting in an increase in current liability for the plan year such that any of the Credit Parties or any
of their Subsidiaries or ERISA Affiliates is required to provide security to such Benefit Plan under Section 401(a)(29) of the Internal Revenue
Code; 


        (h)   withdraw,
or permit any ERISA Affiliate to withdraw, from any Multiemployer Plan where such withdrawal may result in any liability of any such entity under
Title IV of ERISA; or 


        (i)    allow
any representation made in Section 6.14 to be untrue at any time during the term of this Credit Agreement. 




        9.10    No Additional Bank or Commodities Accounts.    


        Open,
maintain or otherwise have any checking, savings or other accounts at any bank or other financial institution, or any other account where money is or may be deposited or maintained
with any Person, other than (a) commodities accounts maintained with commodities brokers in the ordinary course of business in accordance with historical practices, each of which shall be
subject to a Commodities Account Control Agreement, except to the extent otherwise determined by the Agent, (b) the deposit accounts set forth on  Schedule 6.32, each of which shall be subject
to a Deposit Account Control Agreement, except to the extent otherwise determined by the Agent,
(c) deposit accounts established after the Closing Date that are subject to a Deposit Account Control Agreement, (d) other deposit accounts established after the Closing Date solely as
payroll and other zero balance accounts and (e) other deposit accounts established after the Closing Date, so long as at any time the aggregate balance in all such accounts does not exceed
$2,000,000. 


        9.11    Restrictions on Partners.    


        Hold,
in the case of Partners only, any material assets other than the Capital Stock of the Credit Parties and the other Subsidiaries listed on  Schedule 6.9 and have, in the case of Partners only, any
liabilities other than (a) the liabilities under the Credit Documents,
(b) other Indebtedness in existence on the date hereof and refinancings thereof, and (c) tax, routine administrative and other liabilities not
constituting Indebtedness, expenses of the types described in clause (d) of the definition of Permitted Restricted Payments, Indebtedness of the types described in clauses (c), (f) and (h) of
the definition of Permitted Indebtedness, intercompany liabilities not prohibited hereby and guarantees constituting Permitted Indebtedness, in each case incurred in the ordinary course of business.
In the case of Partners only, sell, transfer or otherwise dispose of any Capital Stock in the Credit Parties or such Subsidiaries, or engage in any business other than owning the Capital Stock of the
Credit Parties and such Subsidiaries. 


        9.12    Additional Negative Pledges.    


        Create
or otherwise cause or suffer to exist or become effective, or permit any of the Subsidiaries to create or otherwise cause or suffer to exist or become effective, directly or
indirectly: (i) any prohibition or restriction (including any agreement to provide equal and ratable security to any other Person in the event a Lien is granted to or for the benefit of the
Agent and the Lenders) on the creation or existence of any Lien upon the assets of any Credit Party or any of its Subsidiaries, other than Permitted Liens, except (1) this Agreement and the
other Credit Documents, (2) covenants in documents creating Permitted Liens (none of which shall include consensual (non-statutory) Liens on the Florida Real Property Assets, other
than Permitted Liens not securing Indebtedness), but only to the extent of the property encumbered by such Permitted Lien, and (3) any other agreement that does not restrict in any manner
(directly or indirectly) Liens created pursuant to the Credit Documents on property or assets of Partners or any of its Subsidiaries (whether now owned or hereafter acquired) securing the Loans or any
Lender Hedging Agreement; or (ii) any Contractual Obligation which may restrict or inhibit the Agent's rights or ability to sell or otherwise dispose of the Collateral or any part thereof after
the occurrence of an Event of Default.




        9.13    Sale and Leaseback.    


        Enter
into any arrangement, directly or indirectly, whereby any Credit Party or any of its Subsidiaries shall sell or transfer any property owned by it to a Person (other than the Credit
Parties or any of their Subsidiaries) in order then or thereafter to lease such property or lease other property which such Credit Party or Subsidiary intends to use for substantially the same purpose
as the property being sold or transferred. 


        9.14    Limitations.    


        Create,
nor will it permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual
encumbrance or restriction
of any kind on the ability of any such Person to (a) pay dividends or make any other distribution on any of such Person's Capital Stock, (b) pay any Indebtedness owed to the Credit
Parties, (c) make loans or advances to any other Credit Party or (d) transfer any of its property to any other Credit Party, except for encumbrances or restrictions existing under or by
reason of (i) customary non-assignment provisions in any lease governing a leasehold interest, (ii) any agreement or other instrument of a Person existing at the time it
becomes a Subsidiary of a Credit Party; provided that such encumbrance or restriction is not applicable to any other Person, or any property of any
other Person, other than such Person becoming a Subsidiary of a Credit Party and was not entered into in contemplation of such Person becoming a Subsidiary of a Credit party and (iii) this
Credit Agreement and the other Credit Documents. 


        9.15    Operating Lease Obligations.    


        Enter
into or permit any Subsidiary to enter into, assume or permit to exist any obligations for the payment of rent under operating leases which in the aggregate for all such Persons
would exceed $5,000,000 in any fiscal year, exclusive of payments for the chartering of vessels in the ordinary course of business, rental payments made on leases that are in effect with respect to
assets acquired pursuant to the Omnibus Agreement, and leases of terminaling or storage facilities that give rise to revenues that are greater than the lease expense and any other direct operating
expenses. 


        9.16    Amendments to Certain Agreements.    


        Without
the prior written consent of the Agent, amend, restate, modify or otherwise supplement the Omnibus Agreement, the Terminaling Services agreement or Partners' Partnership
Agreement in any way that (a) would or could reasonably be expected to have or cause a Material Adverse Effect or (b) would, taking into account the Borrower's and Partners'
circumstances at the time and treating such amendment as if it occurred at the beginning of the current fiscal year, reduce projected Consolidated EBITDA for the current fiscal year to less than 90%
of the projected Consolidated EBITDA shown on the annual forecast most recently delivered pursuant to Section 7.1(f). 


ARTICLE X  


 POWERS  


        10.1    Appointment as Attorney-in-Fact.    



        A
power of attorney in favor of the Agent for the benefit of the Lenders with respect to the Collateral shall be as set forth in the Security Documents. 


ARTICLE XI  


 EVENTS OF DEFAULT AND REMEDIES  


        11.1    Events of Default.    



        The
occurrence of any of the following events shall constitute an "Event of Default" hereunder: 



        (a)   failure
of the Borrower to pay (i) any interest or Fees hereunder within three (3) Business Days of when due hereunder, in each case whether at stated
maturity, by acceleration,

or otherwise, (ii) any principal of the Revolving Loans or the Letter of Credit Obligations when due, whether at stated maturity, by acceleration or otherwise or (iii) any other amounts
owing hereunder or any other Credit Document within five (5) Business Days after such amounts are due; 



        (b)   any
representation or warranty, contained in this Credit Agreement, the other Credit Documents or any other agreement, document, instrument or certificate among any
Credit Party, the Agent and the Lenders or executed by any Credit Party in favor of the Agent or the Lenders shall prove untrue in any material respect on or as of the date it was made or was deemed
to have been made; 


        (c)   failure
of any Credit Party to perform, comply with or observe any term, covenant or agreement applicable to it contained in  Section 7.1(g), Section 7.2,,
 Section 7.6 (but only as to
inspection rights), Article VIII or Sections 9.3, 9.4, 9.6, or  9.13; 


        (d)   failure
to comply with any other covenant contained in this Credit Agreement, the other Credit Documents or any other agreement, document, instrument or certificate
among any Credit Party, the Agent and the Lenders or executed by any Credit Party in favor of the Agent or the Lenders and, in
the event such breach or failure to comply is capable of cure, such breach or failure to comply is not cured within thirty (30) days after the earlier of (a) notice thereof by the Agent,
(b) an Executive Officer becoming aware thereof or (c) as to any failure to give notice as required by Section 7.4, such failure is not cured within five (5) Business Days
after an Executive Officer becomes aware of such failure to give such notice; 


        (e)   dissolution,
liquidation, winding up or cessation of the business of any Credit Party or any of its Subsidiaries, or the failure of any Credit Party or any of its
Subsidiaries to meet its debts generally as they mature, or the calling of a meeting of any Credit Party's or any of its Subsidiaries' creditors for purposes of compromising any Credit Party's or any
of its Subsidiaries' debts, or the failure by any Credit Party or any of its Subsidiaries generally, or the admission by any Credit Party or any of its Subsidiaries of its inability, to pay its debts
as they become due (unless such debts are the subject of a bona fide dispute); 


        (f)    the
commencement by or against any Credit Party or any of its Subsidiaries of any bankruptcy, insolvency, arrangement, reorganization, receivership or similar case or
proceeding with respect to it under any federal or state law and, in the event any such proceeding is commenced against any Credit Party or any of its Subsidiaries, such proceeding is not dismissed
within sixty (60) days or an order for relief is entered at any time; 


        (g)   the
occurrence of a Change of Control; 


        (h)   any
Credit Party or any of its Subsidiaries shall fail to make any payment in respect of Indebtedness outstanding (other than the Notes) in an aggregate principal amount
of $5,000,000 or more when due or within any applicable grace period; or 


        (i)    (i) any
event or condition shall occur which results in the acceleration of the maturity of Indebtedness outstanding of any Credit Party or any of its
Subsidiaries in an aggregate principal amount of $5,000,000 or more (including, without limitation, any required mandatory prepayment or "put" of such Indebtedness to such Credit Party or Subsidiary
or enables (or, with the giving of notice or lapse of time or both, would enable) the holders of such Indebtedness or commitment or any Person acting on such holders' behalf to accelerate the maturity
thereof or terminate any such commitment prior to its normal expiration (including, without limitation, any required mandatory prepayment or "put" of such Indebtedness to such Credit Party or
Subsidiary), or (ii) the failure of any Credit Party to pay any termination payment when due upon the termination of any Lender Hedging Agreement; 



        (j)    any
material covenant, agreement or obligation of any party contained in or evidenced by any of the Credit Agreement, any Revolving Note, the Letter of Credit Documents,
any Guaranty Agreement, the Contribution Agreement or the Security Documents shall cease to be enforceable

in accordance with its terms or to give the Agent and/or the Lenders the security interests, liens, rights, powers and privileges purported to be created thereby (except as such documents may be
terminated or no longer in force and effect in accordance with the terms thereof, other than those indemnities and provisions which by their terms shall survive), or any party (other than the Agent or
the Lenders) to any Credit Document shall deny or disaffirm its obligations under any of the Credit Documents, or any Credit Document shall be canceled, terminated, revoked or rescinded without the
express prior written consent of the Agent, or any action or proceeding shall have been commenced by any Person (other than the Agent or any Lender) seeking to cancel, revoke, rescind or disaffirm the
obligations of any party to any Credit Document, or any court or other Governmental Authority shall issue a judgment, order, decree or ruling to the effect that any of the obligations of any party to
any Credit Document are illegal, invalid or unenforceable; 


        (k)   one
or more judgments or decrees shall be entered against, or Lien arising from any environmental liability shall be imposed against one or more of the Credit Parties or
any of their Subsidiaries involving a liability of $5,000,000 or more in the aggregate (to the extent not paid or covered by insurance as determined by the Agent in its reasonable discretion) and any
such judgments or decrees shall not have been vacated, discharged or stayed or bonded pending appeal within sixty (60) days from the entry thereof; 


        (l)    any
Termination Event with respect to a Benefit Plan shall have occurred and be continuing thirty (30) days after notice thereof shall have been given to the
Borrower or Partners by the Agent or any Lender, and the then current value of such Benefit Plan's benefits guaranteed under Title IV of ERISA exceeds the then current value of such Benefit
Plan's assets allocable to such benefits by more than $5,000,000 (or in the case of a Termination Event involving the withdrawal of a substantial employer, the withdrawing employer's proportionate
share of such excess exceeds such amount); 


        (m)  any
event of default on the part of a Credit Party shall have occurred under any Material Contract to which any Credit Party is a party, or any Material Contract is
terminated in whole or in part, if, in any case, such event of default or termination could have a Material Adverse Effect or as a result of such event of default the liability of such Credit Party
thereunder is $5,000,000 or more; or 


        (n)   The
fees payable to Borrower or its Subsidiaries pursuant to the Terminaling Services Agreement decrease, if such decrease, in light of the economic, business, and
financial circumstances prevailing at such time, could have a Material Adverse Effect. 




        11.2    Acceleration.    


        Upon
the occurrence and during the continuance of an Event of Default, and at any time thereafter, at the direction of the Required Lenders, the Agent shall, upon the written, telecopied
or telex request of the Required Lenders, and by delivery of written notice to the Credit Parties from the Agent, take any or all of the following actions, without prejudice to the rights of the
Agent, any Lender or the holder of any Note to enforce its claims against the Borrower: (a) declare all Obligations (other than those arising in connection with a Lender Hedging Agreement) to
be immediately due and payable (except with respect to any Event of Default set forth in Section 11.1(f), in which case all Obligations (other
than those arising in connection with a Lender Hedging Agreement) shall automatically become immediately due and payable without the necessity of any notice or other demand) without presentment,
demand, protest or any other action, notice or obligation of the Agent or any Lender, (b) immediately terminate this Credit Agreement and the Revolving Credit Commitments hereunder; and
(c) enforce any and all rights and interests created and existing under the Credit Documents or arising under applicable law, including, without limitation, all rights and remedies existing
under the Security Documents and all rights of setoff. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the exercise of any
other rights, all of which shall be cumulative. 










        In addition, upon demand by the Agent or the Required Lenders upon the occurrence of any Event of Default, and at any time thereafter unless and until such Event of Default has been
waived by the requisite Lenders (in accordance with the voting requirements of Section 14.9), the Borrower shall deposit with the Agent for the
benefit of the Lenders with respect to each Letter of Credit then outstanding, promptly upon such demand, cash or Cash Equivalents in an amount equal to the greatest amount for which such Letter of
Credit may be drawn. Such deposit shall be held by the Agent for the benefit of the Issuing Bank and the other Lenders as security for, and to provide for the payment of, outstanding Letters of
Credit. 


ARTICLE XII  


 TERMINATION  



        (a)   Except
as otherwise provided in Article XI, the Revolving Loan Commitments made hereunder shall terminate on the
Maturity Date and all then outstanding Loans shall be immediately due and payable in full and all outstanding Letters of Credit shall immediately terminate. Unless sooner demanded, all Obligations
shall become due and payable as of any termination hereunder or under Article XI and, pending a final accounting, the Agent may withhold any
balances in the Borrower's Loan accounts, in an amount sufficient, in the Agent's reasonable discretion, to cover all of the Obligations, whether absolute or contingent, unless supplied with a
satisfactory indemnity to cover all of such Obligations. All of the Agent's and the Lenders' rights, liens and security interests shall continue after any termination until terminated in accordance
with the provisions of paragraph (b) of this Article XII. 


        (b)   This
Credit Agreement, together with all other Credit Documents, shall continue in full force and effect, until each of the following events (collectively, the
"Credit and Collateral Termination Events") has occurred: (i) all Obligations have been fully and finally paid and performed (other than inchoate
indemnity obligations), (ii) all Letters of Credit have expired or terminated (or other arrangements relating thereto that are reasonably satisfactory to the Agent have been made in a writing
signed by the Borrower and the Issuing Bank in respect of such Letter of Credit), (iii) all Lender Hedging Agreements have expired or terminated (or other arrangements relating thereto have
been made in a writing signed by all Persons party to such Lender Hedging Agreement and the Agent), (iv) all agreements relating to Cash Management Products have expired or terminated (or other
arrangements relating thereto have been made in a writing signed by all Persons party to such agreements and the Agent), and (v) all Revolving Credit Commitments have been terminated and no
Person or Governmental Authority shall have any right to request any return or reimbursement of funds from the Agent or the Lenders in connection with any of the foregoing. 



ARTICLE XIII  


 THE AGENT  


        13.1    Appointment of Agent.    



        (a)   Each
Lender hereby designates Wachovia as Agent to act as herein specified. Each Lender hereby irrevocably authorizes, and each holder of any Note or participation in
any Letter of Credit by the acceptance of a Note or participation shall be deemed irrevocably to authorize, the Agent to take such action on its behalf under the provisions of this Credit Agreement
and the Notes and any other instruments and agreements referred to herein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required
of the Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agent shall hold all Collateral and all payments of principal, interest, Fees, charges and
expenses received pursuant to this Credit Agreement or any other Credit Document for the ratable benefit of the Lenders. The Agent may perform any of its duties hereunder by or through its agents or
employees. Each Lender hereby designates [                        ] and
[                        ] as the Syndication Agents and
[                        ]
and [                        ] as the Documentation Agents. The


Syndication Agents and the Documentation Agents, in such capacity, shall have no duties or obligations whatsoever under this Credit Agreement or any other Credit Document or any other document or any
matter related hereto and thereto, but shall nevertheless be entitled to all the indemnities and other protection afforded to the Agent under this Article XIII. 


        (b)   The
provisions of this Article XIII are solely for the benefit of the Agent and the Lenders, and none of the
Credit Parties shall have any rights as a third party beneficiary of any of the provisions hereof (other than Section 13.9). In performing its
functions and duties under this Credit Agreement, the Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship
of agency or trust with or for the Borrower. 




        13.2    Nature of Duties of Agent.    


        The
Agent shall have no duties or responsibilities except those expressly set forth in this Credit Agreement. Neither the Agent nor any of its officers, directors, employees or agents
shall be liable for
any action taken or omitted by it as such hereunder or in connection herewith, unless caused by its or their gross negligence or willful misconduct. The duties of the Agent shall be mechanical and
administrative in nature; the Agent shall not have by reason of this Credit Agreement a fiduciary relationship in respect of any Lender; and nothing in this Credit Agreement, expressed or implied, is
intended to or shall be so construed as to impose upon the Agent any obligations in respect of this Credit Agreement except as expressly set forth herein. 


        13.3    Lack of Reliance on Agent.    



        (a)   Independently
and without reliance upon the Agent, each Lender, to the extent it deems appropriate, has made and shall continue to make (i) its own independent
investigation of the financial or other condition and affairs of each Credit Party in connection with the taking or not taking of any action in connection herewith and (ii) its own appraisal of
the creditworthiness of each Credit Party, and, except as expressly provided in this Credit Agreement, the Agent shall have no duty or responsibility, either initially or on a continuing basis, to
provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Revolving Loans or at any time or times thereafter. 



        (b)   The
Agent shall not be responsible to any Lender for any recitals, statements, information, representations or warranties herein or in any document, certificate or other
writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforceability, collectibility, priority or sufficiency of this Credit Agreement, the Notes or any
other Credit Document or the financial or other condition of any Credit Party. The Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms,
provisions or conditions of this Credit Agreement, the Notes or any other Credit Document, or the financial condition of any Credit Party, or the existence or possible existence of any Default or
Event of Default, unless specifically requested to do so in writing by any Lender. 




        13.4    Certain Rights of the Agent.    


        The
Agent shall have the right to request instructions from the Required Lenders or, as required, each of the Lenders. If the Agent shall request instructions from the Required Lenders
or each of the Lenders, as the case may be, with respect to any act or action (including the failure to act) in connection with this Credit Agreement, the Agent shall be entitled to refrain from such
act or taking such action unless and until the Agent shall have received instructions from the Required Lenders or each of the Lenders, as the case may be, and the Agent shall not incur liability to
any Person by reason of so refraining. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting
hereunder in accordance with the instructions of the Required Lenders or each of the Lenders, as the case may be.




        13.5    Reliance by Agent.    


        The
Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex teletype or telecopier message,
cablegram, radiogram, order or other documentary, teletransmission or telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper
person. The Agent may consult with legal counsel (including counsel for the Credit Parties with respect to matters concerning the Credit Parties), independent public accountants and other experts
selected by it in good faith and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts. 


        13.6    Indemnification of Agent.    



        To
the extent the Agent is not reimbursed and indemnified by the Credit Parties, each Lender will reimburse and indemnify the Agent, in proportion to its respective Revolving Credit
Commitment, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of
any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Agent in performing its duties hereunder, in any way relating to or arising out of this Credit Agreement or
any other Credit Documents, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from the Agent's gross negligence or willful misconduct or any action or omission by the Agent not in accordance with the
standards of care specified in the UCP or the UCC, as determined by a court of competent jurisdiction, or caused by the Agent's failure to pay under any Letter of Credit after presentation to it of a
request strictly complying with the terms and conditions of such Letter of Credit, as determined by a court of competent jurisdiction, unless such payment is prohibited by any law, regulation, court
order or decree. 


        13.7    The Agent in its Individual Capacity.    



        With
respect to its obligation to lend under this Credit Agreement, the Loans made by it and the Notes issued to it, its participation in Letters of Credit issued hereunder, and all of
its rights and obligations as a Lender hereunder and under the other Credit Documents, the Agent shall have the same rights and powers hereunder as any other Lender or holder of a Note or
participation interests and may exercise the same as though it was not performing the duties specified herein; and the terms "Lenders", "Required Lenders", "holders of Notes", or any similar terms
shall, unless the context clearly otherwise indicates, include the Agent in its individual capacity. The Agent may accept deposits from, lend money to, acquire equity interests in, and generally
engage in any kind of banking, trust, financial advisory or other business with the Credit Parties or any Affiliate of the Credit Parties as if it were not performing the duties specified herein, and
may accept fees and other consideration from the Credit Parties for services in connection with this Credit Agreement and otherwise without having to account for the same with the Lenders. 


        13.8    Holders of Notes.    


        The
Agent may deem and treat the payee of any Note as the owner thereof for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been
filed with the Agent. Any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is the holder of any Note, shall be conclusive and
binding on any subsequent holder, transferee or assignee of such Note or of any Note or Notes issued in exchange therefor. 


        13.9    Resignation of Agent.    


        The
Agent may at any time give notice of its resignation to the Lenders, the Issuing Bank and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall
have the right, in consultation with the Borrower, to appoint a successor, which shall be a Lender as of the Closing Date or a bank with an office in New York, New York, or an Affiliate of any such
bank with an office in

New York, New York, or any other financial institution with an office in New York, New York that is engaged in the making of commercial loans and the provision of agency services in syndicated
commercial loan transactions. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent
gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the Issuing Bank, appoint a successor Agent meeting the qualifications set forth above,  provided that if the
Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation
shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents
(except that in the case of any Collateral held by the Agent on behalf of the Lenders or the Issuing Bank under any of the Credit Documents, the retiring Agent shall continue to hold such Collateral
until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each
Lender and the Issuing Bank directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor's appointment as Agent
hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from
all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor
Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent's resignation hereunder and under the other Credit
Documents, the provisions of this Article and Sections 13.6 and 14.8 shall continue in effect for
the benefit of such retiring Agent, its sub-agents and their respective Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person's
Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent or continuing to hold Collateral in accordance with this Section. 



        13.10    Collateral Matters.    



        (a)   Each
Lender authorizes and directs the Agent to enter into the Security Documents for the benefit of the Lenders. Each Lender authorizes and directs the Agent to make
such changes to the form Landlord Agreement attached hereto as Exhibit C as the Agent deems necessary in order to obtain any Landlord Agreement
from any landlord of any Credit Party with respect to a leasehold Mortgage. Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as
otherwise set forth herein, any action taken by the Required Lenders or each of the Lenders, as applicable, in accordance with the provisions of this Credit Agreement or the Security Documents, and
the exercise by the Required Lenders or each of the Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be
authorized and binding upon all of the Lenders. The Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to
time prior to an Event of Default, to take any action with respect to any Collateral or Security Document which may be necessary or appropriate to perfect and maintain perfected the security interest
in and liens upon the Collateral granted pursuant to the Security Documents. The rights, remedies, powers and privileges conferred upon the Agent hereunder and under the other Credit Documents may be
exercised by the Agent without the necessity of the joinder of any other parties unless otherwise required by applicable law. 


        (b)   The
Lenders hereby authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral (i) upon the
occurrence of all of the Credit and Collateral Termination Events, (ii) constituting property being sold or disposed of upon receipt of the proceeds of such sale by the Agent if the applicable
Credit Party certifies to the Agent that the sale or disposition is made in compliance with Section 9.3 (and the Agent may rely conclusively on
any such certificate, without further inquiry) or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all

of the Lenders hereunder. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent's authority to release particular types or items of Collateral pursuant to this  Section 13.10(b)
. 


        (c)   Upon
any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Credit Agreement, or consented to in writing by the Required Lenders
or all of the Lenders, as applicable, and upon at least five (5) Business Days' prior written request by the applicable Credit Party, the Agent shall (and is hereby irrevocably authorized by
the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Lenders herein or pursuant hereto upon the Collateral that
was sold or transferred; provided that (i) the Agent shall not be required to execute any such document on terms which, in the Agent's reasonable
opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty and (ii) such release shall not
in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of such Credit Party or any of its Subsidiaries in respect of) all interests retained by such Credit Party
or Subsidiary,
including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with
respect to any of the Collateral, the Agent shall be authorized to deduct all of the expenses reasonably incurred by the Agent from the proceeds of any such sale, transfer or foreclosure. 


        (d)   The
Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by the Credit Parties or is cared
for, protected or insured or that the liens granted to the Agent for the benefit of the Lenders herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected
or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights,
authorities and powers granted or available to the Agent in this Section 13.10 or in any of the Security Documents, it being understood and
agreed that in respect of the Collateral, or any act, omission or event related thereto, the Agent may act in any manner it may deem appropriate, in its reasonable discretion, given the Agent's own
interest in the Collateral as one of the Lenders and that the Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct. 



        (e)   The
Agent shall promptly, upon receipt thereof, forward to each Lender copies of the results of any field examinations by the Agent with respect to any Credit Party and
any appraisals obtained by the Agent with respect to any of the Collateral. The Agent shall have no liability to any Lender for any errors in or omissions from any field examination or other
examination of any Credit Party or the Collateral, or in any such appraisal, unless such error or omission was the direct result of the Agent's gross negligence or willful misconduct. 


        (f)    It
is the purpose of this Credit Agreement that there shall be no violation of any applicable law denying or restricting the right of financial institutions to transact
business as an agent in any jurisdiction. It is recognized that, in case of litigation under any of the Credit Documents, or in case the Agent deems that by reason of present or future laws of any
jurisdiction the Agent might be prohibited from exercising any of the powers, rights or remedies granted to the Agent or the Lenders hereunder or under any of the Credit Documents or from holding
title to or a Lien upon any Collateral or from taking any other action which may be necessary hereunder or under any of the Credit Documents, the Agent may appoint an additional Person or Persons as a
separate collateral agent or co-collateral agent which is not so prohibited from taking any of such actions or exercising any of such powers, rights or remedies. If the Agent shall appoint
an additional Person as a separate collateral agent or co-collateral agent as provided above, each and every remedy, power, right, claim, demand or cause of action intended by this
Agreement and any of the Credit Documents and every remedy, power, right, claim, demand or cause of action intended by this Agreement and any of the Credit Documents to be exercised by or vested in or
conveyed to the Agent with respect thereto shall be exercisable by and vested in such separate

collateral agent or co-collateral agent, but only to the extent necessary to enable such separate collateral agent or co-collateral agent to exercise such powers, rights and
remedies, and every covenant and obligation necessary to the exercise thereof by such separate collateral agent or co-collateral agent shall run to and be enforceable by any of them.
Should any instrument from the Lenders be required by the separate collateral agent or co-collateral agent so appointed by the Agent in order more fully and certainly to vest in and
confirm to him or it such rights, powers, duties and obligations, any and all of such instruments shall, on request, be executed, acknowledged and delivered by the Lenders whether or not a Default or
Event of Default then exists. In case any separate collateral agent or co-collateral agent, or a successor to either, shall die, become incapable of acting, resign or be removed, all the
estates, properties, rights, power, duties and obligations of such separate collateral agent or co-collateral agent, so far as permitted by applicable law, shall vest in and be exercised
by the Agent until the appointment of a new collateral agent or successor to such separate collateral agent or co-collateral agent. 




        13.11    Actions with Respect to Defaults.    


        In
addition to the Agent's right to take actions on its own accord as permitted under this Credit Agreement, the Agent shall take such action with respect to a Default or Event of
Default as shall be directed by the Required Lenders or all of the Lenders, as the case may be; provided that, until the Agent shall have received such
directions, the Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable and in the
best interests of the Lenders, including, without limitation, actions permitted by clause (c) of Section 11.2. 


        13.12    Delivery of Information.    


        The
Agent shall not be required to deliver to any Lender originals or copies of any documents, instruments, notices, communications or other information received by the Agent from the
Credit Parties or any of their Subsidiaries, the Required Lenders, any Lender or any other Person under or in connection with this Credit Agreement or any other Credit Document except (a) as
specifically provided in this Credit Agreement or any other Credit Document and expressly including the information provided pursuant to Sections 7.1(d), 7.1(g), 7.1(h)
and 7.1(i); and (b) as specifically requested from time to time in writing by any Lender with respect to a specific document instrument, notice or other written
communication received by and in the possession of the Agent at the time of receipt of such request and then only in accordance with such specific request. 


        13.13    No Reliance on Agent's Customer Identification Program.    



        Each
Lender acknowledges and agrees that neither such Lender, nor any of its affiliates, Participants or Assignees, may rely on Agent to carry out such Lender's, Affiliate's,
participant's or assignee's customer identification program, or other obligations required or imposed under or pursuant to the USA Patriot Act or the regulations thereunder, including the regulations
contained in 31 CFR 103.121 (as hereafter amended or replaced, the "CIP Regulations"), or any other Anti-Terrorism Law, including any
programs involving any of the following items relating to or in connection with the Borrower, its Affiliates or its agents, the Credit Documents or the transactions hereunder: (1) any identity
verification procedures, (2) any record keeping, (3) any comparisons with government lists, (4) any customer notices or (5) any other procedures required under the CIP
Regulations or such other laws. 


        13.14    USA Patriot Act.    


        Each
Lender or assignee or participant of a Lender that is not organized under the laws of the United States of America or a state thereof (and is not excepted from the certification
requirement contained in Section 313 of the USA Patriot Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains
a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall
deliver to Agent the certification, or, if applicable, recertification, certifying that such Lender is not a "shell" and certifying to other matters as required by Section 313 of the USA
Patriot Act and the applicable regulations: (1) within ten (10) days after the Closing Date and (2) at such other times as are required under the USA Patriot Act. 








ARTICLE XIV  


 MISCELLANEOUS  


        14.1    Waivers.    



        The
Borrower hereby waives due diligence, demand, presentment and protest and any notices thereof as well as notice of nonpayment. No delay or omission of the Agent or the Lenders to
exercise any right or remedy hereunder, whether before or after the happening of any Event of Default, shall impair any such right or shall operate as a waiver thereof or as a waiver of any such Event
of Default. No single or partial exercise by the Agent or the Lenders of any right or remedy shall preclude any other or further exercise thereof, or preclude any other right or remedy. 


        14.2    JURY TRIAL.    



        TO
THE EXTENT PERMITTED BY APPLICABLE LAW, THE BORROWER AND (BY EXECUTION AND DELIVERY OF ANY GUARANTY AGREEMENT OR OF A JOINDER THERETO AND INCORPORATION BY REFERENCE THEREIN) EACH
GUARANTOR, AND THE AGENT AND THE LENDERS EACH HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS CREDIT AGREEMENT, THE CREDIT DOCUMENTS OR ANY OTHER AGREEMENTS
OR TRANSACTIONS RELATED HERETO OR THERETO. 


        14.3    GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE.    



        (a)   THIS
CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PROVISIONS THEREOF other than Section 5-1401 of the New York General
Obligations Law. Any legal action or proceeding with respect to this Credit Agreement or any other Credit Document shall be brought in the courts of the State of New York in New York County or of the
United States for the Southern District of New York, and, by execution and delivery of this Credit Agreement the Borrower, and by execution and delivery of any Guaranty Agreement or of a joinder
thereto and incorporation by reference therein each of the Guarantors, hereby irrevocably accepts for
itself and in respect of its property, generally and unconditionally, the nonexclusive jurisdiction of such courts, and agrees to be bound by the other provisions set forth in this  Section 14.3.
Each of the Credit Parties further irrevocably consents to the service of process out of any of the aforementioned courts in any
such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at the address set out for notices pursuant to  Section 14.4, such service to
become effective three (3) days after such mailing. Nothing herein shall affect the right of the Agent or
any Lender to serve process in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against any Credit Party in any other jurisdiction. 


        (b)   Each
of the Credit Parties hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or
proceedings arising out of or in connection with this Credit Agreement or any other Credit Document brought in the courts referred to in subsection (a) above and hereby further irrevocably
waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. 




        14.4    Notices.    


        Except
as otherwise expressly provided herein, all notices, requests and other communications shall have been duly given and shall be effective (a) when delivered by hand,
(b) when transmitted via telecopy (or other facsimile device), (c) the Business Day following the day on which the same has been delivered prepaid to a reputable national overnight air
courier service, or (d) the fifth Business Day following the day on which the same is sent by certified or registered mail, postage prepaid, in


each case to the respective parties at the address or telecopy numbers set forth on Schedule 14.4 attached hereto, or at such other address as
such party may specify by written notice to the other parties hereto; provided, however, that if any
notice is delivered on a day other than a Business Day, or after 5:00 P.M. on any Business Day, then such notice shall not be effective until the next Business Day. 


        14.5    Assignability.    



        (a)   The
Borrower shall not have the right to assign this Credit Agreement or any interest therein except with the prior written consent of the Lenders. 


        (b)   Notwithstanding
subsection (c) of this Section 14.5, nothing herein shall restrict, prevent or prohibit any
Lender from (i) pledging its Loans hereunder to a Federal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Bank or (ii) granting assignments or
participations in such Lender's Loans and/or Revolving Credit Commitments hereunder to any Approved Assignee. Any
Lender may make, carry or transfer Loans at, to or for the account of, any of its branch offices or the office of an affiliate of such Lender except to the extent such transfer would result in
increased costs to the Borrower. 


        (c)   Any
Lender may, in the ordinary course of its lending business and in accordance with applicable law, at any time, assign to any Approved Assignee and, with the consent
of the Agent and, so long as no Event of Default is in existence, the Borrower (such consent not to be unreasonably withheld or delayed) and concurrent notice to the Borrower, but without the consent
of any other Lender, assign to one or more other Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement and any Notes held by it;  provided, however, that (i) any such assignment of a portion must be for a constant and non
varying portion of its Loans and Revolving Credit Commitments, (ii) for each such assignment, the parties thereto shall execute and deliver to the Agent, for its acceptance and recording in the
Register (as defined below), an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 to be paid by the assignee,
(iii) no such assignment shall be for less than $4,000,000 or, if less, the entire remaining Revolving Credit Commitments of such Lender of the Revolving Credit Commitments (or, with respect to
Swing Loans, 100% thereof and of the commitment to make Swing Loans) and (iv) if such assignee is a Foreign Lender, all of the requirements of  Section 2.6(b) shall have been satisfied as a
condition to such assignment; and provided,  further, that any assignment to an Approved Assignee shall not be subject to the minimum assignment amounts
specified herein. Upon such execution and
delivery of the Assignment and Acceptance to the Agent, from and after the Acceptance Date, (x) the assignee thereunder shall be a party hereto, and, to the extent that rights and obligations
hereunder have been assigned to it pursuant to such Assignment and Acceptance, such assignee shall have the rights and obligations of a Lender hereunder and (y) the assignor thereunder shall,
to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than any rights it may have pursuant to  Section 14.7 which will survive) and be released from its obligations under this Credit Agreement (and, in the case of an Assignment and
Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto). 



        (d)   By
executing and delivering an Assignment and Acceptance, the assignee thereunder confirms and agrees as follows: (i) other than as provided in such Assignment
and Acceptance, the assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this
Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, the Notes or any other instrument or document furnished pursuant
hereto, (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Credit Parties or the performance or
observance by the Credit Parties of any of its obligations under this Credit Agreement or any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto,
(iii) such assignee confirms that it has received a copy of this Credit Agreement, together with copies of the

financial statements referred to in Section 7.1 and such other documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into such Assignment and Acceptance, (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and
based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement, (v) such
assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Credit Agreement and the other Credit Documents as are delegated to the
Agent by the terms hereof, together with such powers as are reasonably incidental thereto and (vi) such assignee agrees that it will perform in accordance with their terms all of the
obligations which by the terms of this Credit Agreement are required to be performed by it as a Lender. 


        (e)   The
Agent shall maintain at its address referred to in Section 14.4 a copy of each Assignment and Acceptance
delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Revolving Credit Commitments of, and principal amount of the Loans owing to, each
Lender from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the
Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Credit Agreement. The Register and copies of each
Assignment and Acceptance shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. 



        (f)    Upon
its receipt of an Assignment and Acceptance executed by an assigning Lender, together with any Note or Notes subject to such assignment, the Agent shall, if such
Assignment and Acceptance has been completed and is in substantially the form of Exhibit A, (i) accept such Assignment and Acceptance,
(ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower. Within five (5) Business Days after its receipt of such notice,
if requested by the assignee, the Borrower shall execute and deliver to the Agent in exchange for any surrendered Note or Notes (which the assigning Lender agrees to promptly deliver to the Borrower)
a new Note or Notes to the order of the assignee in an amount equal to the Revolving Credit Commitment or Revolving Credit Commitments (and commitment to make Swing Loans, if applicable) assumed by it
pursuant to such Assignment and Acceptance and, if the assigning Lender has retained a Revolving Credit Commitment or Revolving Credit Commitments hereunder and if requested by it, a new Note or Notes
to the order of the assigning Lender in an amount equal to the Revolving Credit Commitment or Revolving Credit
Commitments retained by it hereunder. Any such new Note or Notes shall re-evidence the indebtedness outstanding under any old Notes or Notes and shall be in an aggregate principal amount
equal to the aggregate principal amount of any such surrendered Note or Notes (or if none, the amount of the Revolving Credit Commitments so assigned), shall be dated the Closing Date and shall
otherwise be in substantially the form of any Note or Notes subject to such assignments. 


        (g)   Each
Lender may sell participations, without the consent of the Agent, the Borrower (as to any Person, other than a fund, that would be an Eligible Assignee for an
assignment) any other Lender, to one or more parties in or to all or a portion of its rights and obligations under this Credit Agreement (including, without limitation, all or a portion of its
Revolving Credit Commitments, the Loans owing to it and any Note or Notes held by it); provided that (i) such Lender's obligations under this
Credit Agreement (including, without limitation, its Revolving Credit Commitments to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such Note for all purposes of this Credit Agreement, (iv) the Borrower, the
Agent, and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Credit Agreement and (v) such Lender
shall not transfer, grant, assign or sell any participation under which the participant shall have rights to approve any amendment or waiver of this Credit Agreement except to the extent such
amendment or waiver would (A) extend the final maturity


date or the date for the payments of any installment of fees or principal or interest of any Loans or Letter of Credit reimbursement obligations in which such participant is participating,
(B) reduce the amount of any installment of principal of the Loans or Letter of Credit reimbursement obligations in which such participant is participating, (C) except as otherwise
expressly provided in this Credit Agreement, reduce the interest rate applicable to the Loans or Letter of Credit reimbursement obligations in which such participant is participating, or
(D) except as otherwise expressly provided in this Credit Agreement, reduce any Fees payable hereunder. 



        (h)   Each
Lender agrees that, without the prior written consent of the Borrower and the Agent, it will not make any assignment or sell a participation hereunder in any manner
or under any circumstances that would require registration or qualification of, or filings in respect of, any Loan, Note or other Obligation under the securities laws of the United States of America
or of any jurisdiction. 


        (i)    In
connection with the efforts of any Lender to assign its rights or obligations or to participate interests, such Lender may disclose any information in its possession
regarding the Borrower or any of its Subsidiaries. 




        14.6    Information.    


        Each
Lending Party agrees to keep confidential any information furnished or made available to it by the Borrower pursuant to this Credit Agreement that is marked confidential;  provided that nothing herein
shall prevent any Lending Party from disclosing such information (a) to any other Lending Party or any affiliate of
any Lending Party, or any officer, director, employee, agent, or advisor of any Lending Party or affiliate of any Lending Party, (b) to any other Person if reasonably incidental to the
administration of the credit facility provided herein, (c) as required by any law, rule, or regulation, (d) upon the order of any court or administrative agency, (e) upon the
request or demand of any regulatory agency or authority; provided, however, that, to the extent
permitted by law, the affected Lending Party shall provide prior written notice to the affected Borrower of any such request or demand, (f) that is or becomes available to the public or that is
or becomes available to any Lending Party other than as a result of a disclosure by any Lending Party prohibited by this Credit Agreement, (g) in connection with any litigation to which such
Lending Party or any of its affiliates may be a party, whether to defend itself, reduce its liability, protect or exercise any of its claims, rights, remedies or interests under or in connection with
the Credit Documents or any Lender Hedging Agreement, or otherwise, (h) to the extent necessary in connection with the exercise of any remedy under this Credit Agreement or any other Credit
Document, (i) subject to provisions substantially similar to those contained in this Section 14.6, to any actual or proposed participant
or assignee or any actual or prospective counterparty (or its advisors) to any securitization, swap or derivative transaction relating to the Borrower, any other Credit Party, and the Obligations, and
(j) to Gold Sheets and other similar bank trade publications; such information to consist of deal terms and other information customarily found
in such publications. 


        14.7    Payment of Expenses; Indemnification.    


        The
Borrower agrees to: (a) pay all reasonable out-of-pocket costs and expenses of (i) the Agent in connection with (A) the syndication,
negotiation, preparation, execution, delivery, administration and monitoring of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein or executed
in connection therewith, including evaluating the compliance by the Credit Parties with law and the provisions of such documents, including, without limitation, the reasonable fees and expenses of
special counsel to the Agent, the reasonable fees and expenses of counsel for the Agent in connection with collateral issues and all due diligence, and the costs and expenses incurred in connection
with all appraisals, field exams, and of obtaining all Real Property Documentation, and all recording costs, fees and taxes payable in connection with the Collateral, and (B) any amendment,
waiver or consent relating hereto and thereto including, without limitation, any such amendments, waivers or consents resulting from or related to any work-out, re-negotiation
or restructure relating to the performance by any of the Credit Parties under this Credit Agreement or any other Credit Documents and (ii) the Agent and the Lenders in connection with


enforcement of the Credit Documents and the documents and instruments referred to therein or executed in connection therewith, including but not limited to, any work-out,
re-negotiation or restructure relating to the performance by any of the Credit Parties under this Credit Agreement or any other Credit Documents, including, without limitation, in
connection with any such enforcement upon receipt of a correct invoice, the reasonable fees and disbursements of counsel for the Agent and each of the Lenders (including the allocated costs of
internal counsel), and the reasonable fees and expenses of a financial consultant engaged by the Agent or its counsel in connection with the foregoing. The Borrower shall indemnify, defend and hold
harmless the Agent, Wachovia Capital Markets, LLC (in its capacity as arranger), the Issuing Bank and each of the Lenders and their respective directors, officers, agents, employees and counsel from
and against (x) any and all losses, claims, damages, liabilities, deficiencies, judgments or expenses incurred by any of them (except to the extent that it is finally judicially determined to
have resulted from their own gross negligence or willful misconduct) arising out of or by reason of any litigation, investigation, claim or proceeding which arises out of or is in any way related to
(i) this Credit Agreement, any Letter of Credit or any other Credit Documents or the transactions contemplated hereby or thereby, (ii) any actual or proposed use by the Borrower of the
proceeds of the Loans or (iii) the Agent's, the Issuing Bank's or the Lenders' entering into this Credit Agreement, the other Credit Documents or any other agreements and documents relating
hereto, including, without limitation, amounts paid in settlement, court costs and the fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or
proceeding or any advice rendered in connection with any of the foregoing and (y) any such losses, claims, damages, liabilities, deficiencies, judgments or expenses (except to the extent that
any of the foregoing are finally judicially determined to have resulted from their own gross negligence or willful misconduct)incurred in connection with any remedial or other action taken by the
Borrower or any of the Lenders in connection with compliance by the Borrower or any of its Subsidiaries, or any of their respective properties, with any federal, state or local environmental laws,
acts, rules, regulations, orders or ordinances. If and to the extent that the obligations of the Borrower hereunder are unenforceable for any reason, such Borrower hereby agrees to make the maximum
contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The Borrower's obligations under this  Section 14.8 shall survive any termination of this
Credit Agreement and the other Credit Documents and the payment in full of the Obligations,
and are in addition to, and not in substitution of, any other of their Obligations set forth in this Credit Agreement. In addition, the Borrower shall, upon demand, pay to the Agent and any Lender all
costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by the Agent, the Issuing Bank or such Lender in (A) enforcing or
defending its rights under or in respect of this Credit Agreement, the other Credit Documents or any other document or
instrument now or hereafter executed and delivered in connection herewith, (B) in collecting the Loans, (C) in foreclosing or otherwise collecting upon the Collateral or any part thereof
and (D) obtaining any legal, accounting or other advice in connection with any of the foregoing. 


        14.8    Entire Agreement, Successors and Assigns.    


        This
Credit Agreement along with the other Credit Documents and the Fee Letter constitutes the entire agreement among the Credit Parties, the Agent and the Lenders, supersedes any prior
agreements among them, and shall bind and benefit the Credit Parties and the Lenders and their respective successors and permitted assigns. 


        14.9    Amendments, Etc.    


        Neither
the amendment or waiver of any provision of this Credit Agreement or any other Credit Document, nor the consent to any departure by any Credit Party therefrom, shall in any event
be effective unless the same shall be in writing and signed by the Required Lenders, or if the Lenders shall not be parties thereto, by the parties thereto and consented to by the Required Lenders and
(so long as no Event of Default has occurred and is continuing) the Borrower, and each such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose
for which given; provided that no amendment, waiver or consent shall unless in writing and signed by all the Lenders, do any of the following:
(a) increase the Revolving Credit Commitments of the Lenders or

subject the Lenders to any additional obligations, (b) except as otherwise expressly provided in this Credit Agreement, reduce the principal of, or interest on, any Loan or Note or any Letter
of Credit reimbursement obligations or any fees hereunder, (c) postpone any date fixed for any payment or mandatory prepayment in respect of principal of, or interest on, any Loan or Note or
any Letter of Credit reimbursement obligations or any fees hereunder, (d) change the percentage of the Revolving Credit Commitments, or any minimum requirement necessary for the Lenders or the
Required Lenders to take any action hereunder, (e) amend or waive Section 2.2(b), Section 2.7,  Section 2.8, Section 13.6 or this  Section 14.9, or change the definition of Required Lenders, (f) except as otherwise expressly provided in this Credit Agreement, and
other
than in connection with the financing, refinancing, sale or other disposition of any asset of the Credit Parties permitted under this Credit Agreement, release any Liens in favor of the Lenders on any
material portion of the Collateral, or (g) except as expressly permitted hereunder, release any Credit Party from its obligations hereunder or under any Guaranty Agreement and the other Credit
Documents to which it is a party and, provided, further, that no amendment, waiver or consent affecting
the rights or duties of the Agent or the Issuing Bank under any Credit Document shall in any event be effective, unless in writing and signed by the Agent or of Wachovia with respect to Swing Loans
and/or the Issuing Bank or Wachovia, as applicable, in addition to the Lenders required hereinabove to take such action. Notwithstanding any of the foregoing to the contrary, the consent of the
Borrower shall not be required for any amendment, modification or waiver of the provisions of Article XIII (other than the provisions of  Section 13.9). In addition, the Borrower and the Lenders hereby authorize the Agent to modify this Credit Agreement by unilaterally amending or
supplementing Schedule 1.1A from time to time in the manner requested by the Borrower, the Agent or any Lender in order to reflect any
assignments or transfers of the Loans as provided for hereunder; provided, however, that the Agent shall
promptly deliver a copy of any such modification to the Borrower and each Lender. 


        14.10    Nonliability of Agent and Lenders.    


        The
relationship between the Borrower on the one hand and the Lenders and the Agent on the other hand shall be solely that of borrower and lender. Neither the Agent nor any Lender shall
have any fiduciary responsibilities to the Borrower. Neither the Agent nor any Lender undertakes any responsibility to the Borrower to review or inform such Borrower of any matter in connection with
any phase of such Borrower's business or operations. 


        14.11    Independent Nature of Lenders' Rights.    


        The
amounts payable at any time hereunder to each Lender on account of such Lender's Loans and under any Note or Notes held by it shall be a separate and independent debt. 


        14.12    Counterparts.    



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


        14.13    Effectiveness.    


        This
Credit Agreement shall become effective (although the making of Loans and the issuance of any Letter of Credit are subject to the satisfaction or waiver of the conditions precedent
set forth in Sections 5.2 and 5.3) at such time when all of the conditions set forth in  Section 5.1 have been satisfied or waived by the Lenders and it shall have been executed by the Borrower and the Agent, and the Agent shall have
received copies hereof (telefaxed or otherwise) which, when taken together, bear the signatures of each Lender, and thereafter this Credit Agreement shall be binding upon and inure to the benefit of
each Credit Party, the Agent and each Lender and their respective successors and assigns. 


        14.14    Severability.    



        In
case any provision in or obligation under this Credit Agreement or any Notes or the other Credit Documents shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and

enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. 


        14.15    Headings Descriptive.    



        The
headings of the several Sections and subsections of this Credit Agreement, and the Table of Contents, are inserted for convenience only and shall not in any way affect the meaning or
construction of any provision of this Credit Agreement. 


        14.16    Maximum Rate.    


        Notwithstanding
anything to the contrary contained elsewhere in this Credit Agreement or in any other Credit Document, the Borrower, the Agent and the Lenders hereby agree that all
agreements among them under this Credit Agreement and the other Credit Documents, whether now existing or hereafter arising and whether written or oral, are expressly limited so that in no contingency
or event whatsoever shall the amount paid, or agreed to be paid, to the Agent or any Lender for the use, forbearance, or detention of the money loaned to the Borrower and evidenced hereby or thereby
or for the performance or payment of any covenant or obligation contained herein or therein, exceed the Highest Lawful Rate. If due to any circumstance whatsoever, fulfillment of any provisions of
this Credit Agreement or any of the other Credit Documents at the time performance of such provision shall be due shall exceed the Highest Lawful Rate, then, automatically, the obligation to be
fulfilled shall be modified or reduced to the extent necessary to limit such interest to the Highest Lawful Rate, and if from any such circumstance any Lender should ever receive anything of value
deemed interest by applicable law which would exceed the Highest Lawful Rate, such excessive interest shall be applied to the reduction of the principal amount then outstanding hereunder or on account
of any other then outstanding Obligations and not to the payment of interest, or if such excessive interest exceeds the principal unpaid balance then outstanding hereunder and such other then
outstanding Obligations, such excess shall be refunded to the applicable Borrower. All sums paid or agreed to be paid to the Agent or any Lender for the use, forbearance, or detention of the
Obligations and other indebtedness of the Borrower to the Agent or any Lender shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of
such indebtedness until payment in full so that the actual rate of interest on account of all such indebtedness does not exceed the Highest Lawful Rate throughout the entire term of such indebtedness.
The terms and provisions of this Section shall control every other provision of this Credit Agreement and all agreements among the Borrower, the Agent and the Lenders. 


        14.17    Right of Setoff.    


        In
addition to and not in limitation of all rights of offset that any Lender or other holder of a Note may have under applicable law, each Lender or other holder of a Loan or Note shall,
if any Event of Default has occurred and is continuing and whether or not such Lender or such holder has made any demand or the Obligations of the Borrower are matured, have the right to appropriate
and apply to the payment of the Obligations of such Borrower all deposits (general or special, time or demand, provisional or final) then or thereafter held by and other indebtedness or property then
or thereafter owing by such Lender or other holder. Any amount received as a result of the exercise of such rights shall be reallocated among the Lenders as set forth in  Section 2.7. 


        14.18    Delegation of Authority.    


        Each
Guarantor (by execution and delivery of any Guaranty Agreement or of a joinder thereto and incorporation by reference therein) hereby authorizes and appoints the Borrower and each
of the chief financial officer, chief executive officer, treasurer and controller of Operating GP, acting for and of behalf of the Borrower, to be its attorneys ("its
Attorneys") and in its name and on its behalf and as its act and deed or otherwise to execute and deliver all documents and carry out all such acts as are necessary or
appropriate in connection with borrowing Loans and the making of other extensions of credit hereunder, the granting and perfection of security interests under the Security Documents, and complying
with the terms and provisions hereof and the other Credit Documents. This delegation of authority and appointment shall be valid for the duration of the term of this Credit Agreement;  


provided, however, that such delegation of authority and appointment shall terminate automatically without any further act with
respect to any such chief financial officer, chief executive officer, treasurer or controller if such chief financial officer, chief executive officer, treasurer or controller is no longer an employee
of the Borrower. Each Full Recourse Credit Party and (by execution and delivery of any Guaranty Agreement or of a joinder thereto and incorporation by reference therein) each Guarantor hereby
undertakes to ratify everything which any of its Attorneys shall do in furtherance of this delegation of authority and appointment. 











        IN WITNESS WHEREOF the parties hereto have caused this Credit Agreement to be executed and delivered by their proper and duly authorized officers as of the date set forth above. 



	BORROWER:	 	TRANSMONTAIGNE OPERATING COMPANY L.P.
	

 	
 	

By:	
 	

/s/  RANDALL J. LARSON      

	 	 	Name:	 	Randall J. Larson
	 	 	Title:	 	Executive Vice President and Chief Financial Officer






	



AGENT AND LENDERS:	

 	


 WACHOVIA BANK, NATIONAL ASSOCIATION,
 as Agent and as a Lender
	

 	
 	

By:	
 	

/s/  PHILLIP TRINDER      

	 	 	Name:	 	Phillip Trinder
	 	 	Title:	 	Vice President
	

 	
 	

Lending Office (Base Rate Loans)*
	

 	
 	

Address:	
 	

201 South College Street

Mail Code: NC 0680, CP-8

Charlotte, North Carolina 28288

Attention: Syndication Agency Services

Telephone: 704-374-2698

Facsimile: 704-383-0288/0835
	

 	
 	

Lending Office (Eurodollar Loans)*
	

 	
 	

Address:	
 	

201 South College Street

Mail Code: NC 0680, CP-8

Charlotte, North Carolina 28288

Attention: Syndication Agency Services

Telephone: 704-374-2698

Facsimile: 704-383-0288/0835






	



 	

 	


 FLEET NATIONAL BANK,
 as Syndication Agent and as a Lender
	

 	
 	

By:	
 	

/s/  MICHAEL J. BROCHETTI      

	 	 	Name:	 	Michael J. Brochetti
	 	 	Title:	 	Director
	

 	
 	

Lending Office (Base Rate Loans)*
	

 	
 	

Address:	
 	

100 Federal Street,

Mail Code: 100-09-08

Boston, MA 02110

Attn: Tessa Cox

Telephone: 617-434-2482

Facsimile: 617-434-3652
	

 	
 	

Lending Office (Eurodollar Loans)*
	

 	
 	

Address:	
 	

100 Federal Street,

Mail Code: 100-09-08

Boston, MA 02110

Attn: Tessa Cox

Telephone: 617-434-2482

Facsimile: 617-434-3652





	



 	

 	


 JPMORGAN CHASE BANK, N.A.,
 as Syndication Agent and as a Lender
	

 	
 	

By:	
 	

/s/  JEANIE GONZALEZ      

	 	 	Name:	 	Jeanie Gonzalez
	 	 	Title:	 	Senior Vice President
	

 	
 	

Lending Office (Base Rate Loans)*
	

 	
 	

Address:	
 	

1 Bank One Plaza, Suite IL 1-0010

Chicago, IL 60603-0010

Attn: John K. Beirne

Telephone: 312-385-7016

Facsimile: 312-385-7095
	

 	
 	

Lending Office (Eurodollar Loans)*
	

 	
 	

Address:	
 	

1 Bank One Plaza, Suite IL 1-0010

Chicago, IL 60603-0010

Attn: John K. Beirne

Telephone: 312-385-7016

Facsimile: 312-385-7095





	



 	

 	


 BNP PARIBAS,
 as Documenation Agent and as a Lender
	

 	
 	

By:	
 	

/s/  ZALI WIN      

	 	 	Name:	 	Zali Win
	 	 	Title:	 	Managing Director
	

 	
 	

By:	
 	

/s/  ANNE CATHERINE MATHIOT      

	 	 	Name:	 	Anne Catherine Mathiot
	 	 	Title:	 	Managing Director
	

 	
 	

Lending Office (Base Rate Loans)*
	

 	
 	

Address:	
 	

919 Third Avenue

New York, NY 10022

Attn: Peter Siggia

Telephone: 212-471-6307

Facsimile: 212-471-6896
	

 	
 	

Lending Office (Eurodollar Loans)*
	

 	
 	

Address:	
 	

919 Third Avenue

New York, NY 10022

Attn: Peter Siggia

Telephone: 212-471-6307

Facsimile: 212-471-6896






	



 	

 	


 SOCIÉTÉ GÉNÉRALE, NEW YORK BRANCH,
 as Syndication Agent and as a Lender
	

 	
 	

By:	
 	

/s/  EMMANUEL CHESNEAU      

	 	 	Name:	 	Emmanuel Chesneau
	 	 	Title:	 	Director
	

 	
 	

By:	
 	

/s/  ANDREA SERVADIO      

	 	 	Name:	 	Andrea Servadio
	 	 	Title:	 	Associate
	

 	
 	

Lending Office (Base Rate Loans)*
	

 	
 	

Address:	
 	

560 Lexington Avenue

New York, NY 10022

Attn: Carmen Espinal

Telephone: 212-278-7011

Facsimile: 212-278-7953
	

 	
 	

Lending Office (Eurodollar Loans)*
	

 	
 	

Address:	
 	

560 Lexington Avenue

New York, NY 10022

Attn: Carmen Espinal

Telephone: 212-278-7011

Facsimile: 212-278-7953






	



 	

 	


 WELLS FARGO FOOTHILL, LLC,
 as a Lender
	

 	
 	

By:	
 	

/s/  TIM GREEN      

	 	 	Name:	 	Tim Green
	 	 	Title:	 	Portfolio Manager
	

 	
 	

Lending Office (Base Rate Loans)*
	

 	
 	

Address:	
 	

1700 Lincoln St., 3rd Floor

Denver, CO 80203

Attn: Elizabeth Yowell

Telephone: 303-863-5114

Facsimile: 303-863-7379
	

 	
 	

Lending Office (Eurodollar Loans)*
	

 	
 	

Address:	
 	

1700 Lincoln St., 3rd Floor

Denver, CO 80203

Attn: Elizabeth Yowell

Telephone: 303-863-5114

Facsimile: 303-863-7379





	



 	

 	


 U.S. BANK NATIONAL ASSOCIATION,
 as a Lender
	

 	
 	

By:	
 	

/s/  MARK E. THOMPSON      

	 	 	Name:	 	Mark E. Thompson
	 	 	Title:	 	Vice President
	

 	
 	

Lending Office (Base Rate Loans)*
	

 	
 	

Address:	
 	

555 SW Oak, PDORP7LE

Portland, OR 97202

Attn: Manny Nawawi

Telephone: 503-275-7894

Facsimile: 503-275-8781
	

 	
 	

Lending Office (Eurodollar Loans)*
	

 	
 	

Address:	
 	

555 SW Oak, PDORP7LE

Portland, OR 97202

Attn: Manny Nawawi

Telephone: 503-275-7894

Facsimile: 503-275-8781











EXHIBIT A  


[FORM OF] ASSIGNMENT AND ACCEPTANCE 


        THIS
ASSIGNMENT AND ACCEPTANCE dated as of                        , 2005 is entered into
between                        ("Assignor") and
                        ("Assignee"). 


        Reference
is made to the Senior Secured Credit Facility, dated as of May 9, 2005 (together with all modifications, renewals, extensions, supplements and replacements from time to
time, the "Credit Agreement"), among TRANSMONTAIGNE OPERATING COMPANY L.P., a Delaware limited partnership, the financial institutions party thereto,
FLEET NATIONAL BANK and JPMORGAN CHASE BANK, N.A., as Syndication Agents, BNP PARIBAS AND SOCIÉTÉ GÉNÉRALE, NEW YORK BRANCH, as the
Documentation Agents, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent. Terms defined in the Credit Agreement are used herein with the same meanings. 


        1.     The
Assignor hereby sells and assigns, without recourse, to the Assignee, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as
of the Effective Date set forth below, the interests set forth below (the "Assigned Interest") in the Assignor's rights and obligations under the Credit
Agreement, including, without limitation, the interests set forth below in the Commitments of the Assignor on the effective date of the assignment designated below (the
"Effective Date") and the Loans and other extensions of credit owing to the Assignor which are outstanding on the Effective Date, together with unpaid
interest accrued on the assigned Loans and other extensions of credit to the Effective Date and the amount, if any, set forth below of the Fees accrued to the Effective Date for the account of the
Assignor. Each of the Assignor and the Assignee hereby makes and agrees to be bound by all the representations, warranties and agreements set forth in  Section 14.5(d) of the Credit Agreement, a
copy of which has been received by each such party. From and after the Effective Date (i) the
Assignee, if it is not already a Lender under the Credit Agreement, shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this
Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance,
relinquish its rights (other than any rights it may have pursuant to Section 14.7 of the Credit Agreement which will survive) and be released
from its obligations under the Credit Agreement (and, in the case of an assignment of all or the remaining portion of the Assignor's rights and obligations under the Credit Agreement, the Assignor
shall cease to be a party to the Credit Agreement). 


        2.     The
Assignor represents and warrants to the Assignee that (i) it is the legal and beneficial owner of the interest being assigned hereby free and clear of any
adverse claim, (ii) it is legally authorized to enter into this Assignment and Acceptance and (iii) it is an Eligible Assignee. 



        3.     This
Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York, WITHOUT GIVING EFFECT TO THE CHOICE OF LAW
PROVISIONS THEREOF other than Section 5-1401 of the New York General Obligations Law.




        4.     Terms
of Assignment 



	 
	 
	 	 
	 	 

	

 	

(a)	
 	

Date of Assignment:	
 	

 
	

 	

(b)	
 	

Legal Name of Assignor:	
 	

 
	

 	

(c)	
 	

Legal Name of Assignee:	
 	

 
	

 	

(d)	
 	

Effective Date of Assignment:	
 	

 
	

 	

(e)	
 	

Revolving Credit Commitment Assigned	
 	

$                  
	

 	

(f)	
 	

Proportionate Share of Total Revolving Credit Commitments Assigned	
 	

            %
	

 	

(g)	
 	

Revolving Credit Commitment of Assignor after Assignment	
 	

$                  
	

 	

(h)	
 	

Proportionate Share of Total Revolving Commitments of Assignor after Assignment	
 	

            %
	

 	

(i)	
 	

Swing Loan Commitment Assigned	
 	

$                  





The
terms set forth above

are hereby agreed to: 



	 
	 	 
	 
	 	 

	 
	, as Assignor	 	 
	

By:	
 	

 
	
 	

 
	Title:	 	 
	 	 
	

 
	

, as Assignee	
 	

 
	

By:	
 	

 
	
 	

 
	Title:	 	 
	 	 





CONSENTED
TO: 


WACHOVIA
BANK, NATIONAL ASSOCIATION,

as Agent 



	 
	 	 
	 	 
	 	 
	 	 

	By:	 	 
	 	 
	Title:	 	 
	 	 
	

TRANSMONTAIGNE OPERATING COMPANY L.P.	
 	

 
	

 	
 	

By:	
 	

TransMontaigne Operating GP L.L.C., its sole general partner	
 	

 
	

 	
 	

By:	
 	

 
	
 	

 
	 	 	 	 	Name:	 	 
	 	 
	 	 	 	 	Title:	 	 
	 	 











EXHIBIT B-1  


[FORM OF] FULL RECOURSE GUARANTY AGREEMENT 


        THIS FULL RECOURSE GUARANTY AGREEMENT (this "Guaranty Agreement") is entered into as of
May     , 2005, among COASTAL TERMINALS L.L.C., RAZORBACK L.L.C., and TPSI TERMINALS L.L.C., each a Delaware limited liability company (each a
"Guarantor", and collectively, the "Guarantors"), which terms shall include any Domestic Subsidiary
which becomes a Guarantor pursuant to Section 7.15 of the Credit Agreement referred to below), in favor of WACHOVIA BANK, NATIONAL ASSOCIATION,
in its capacity as the Agent (in such capacity, the "Agent") for the financial institutions from time to time party to the Credit Agreement described
below (the "Lenders"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement. 


RECITALS  


        WHEREAS, pursuant to that certain Senior Secured Credit Facility dated as of May 9, 2005 (together with all
modifications, renewals, extensions, supplements and replacements from time to time, the "Credit Agreement") among TransMontaigne Operating Company L.P.
(the "Borrower"), the Lenders, Fleet National Bank and JPMorgan Chase Bank, N.A., as Syndication Agents, BNP Paribas and Société Générale,
New York Branch, as the Documentation Agents, and the Agent, the Lenders have agreed to make Loans and to issue or participate in Letters of Credit upon the terms and subject to the conditions set
forth therein; and 


        WHEREAS, it is a condition precedent to the effectiveness of the Credit Agreement and the obligations of the Lenders to make their
respective Loans and to issue or participate in Letters of Credit under the Credit Agreement that the Guarantors shall have executed and delivered this Guaranty Agreement to the Agent for the ratable
benefit of the Lenders; and 



        WHEREAS, the Borrower and the Guarantors are engaged in related businesses, and each Guarantor will derive substantial direct and indirect
benefit from the making of the extensions of credit under the Credit Agreement; 


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


1.    The Guaranty.    Each Guarantor hereby guarantees to each Lender and to each affiliate of a Lender that enters into any Lender
Hedging Agreement with or provides Cash Management Products to a Borrower the prompt payment of all Obligations of the Borrower, whenever arising (hereinafter, collectively, the
"Guaranteed Obligations"), in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, a mandatory cash collateralization
or otherwise) strictly in accordance with the terms thereof. Each Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity,
as a mandatory prepayment, by acceleration, as mandatory cash collateralization or otherwise), such Guarantor will promptly pay the same, without any demand or notice whatsoever, and that in the case
of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by
acceleration or otherwise) in accordance with the terms of such extension or renewal. This guaranty is a guaranty of payment and not of collection. 


        Notwithstanding
any provision to the contrary contained herein or in any other of the Credit Documents or any Lender Hedging Agreements or agreement pertaining to Cash Management
Products, to the extent the obligations of any Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal
law relating to fraudulent conveyances or transfers) then the obligations of such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal
or state and including, without limitation, any bankruptcy, insolvency or similar law), after taking into

account, among other things, such Guarantor's right of contribution and indemnification from each other Credit Party under applicable law or the Contribution Agreement. 


2.    Joint and Several Liability.    


        (a)   Each
of the Guarantors is accepting joint and several liability hereunder in consideration of the financial accommodations to be provided by the Lenders under the Credit
Agreement, for the mutual benefit, directly and indirectly, of the Borrower and Guarantors and in consideration of the undertakings of each of the Guarantors to accept joint and several liability for
the obligations of the Borrower. 


        (b)   Each
of the Guarantors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-obligor, joint and
several liability with the other Guarantors with respect to the payment and performance of all of the Guaranteed Obligations, it being the intention of the parties hereto that all the Guaranteed
Obligations shall be the joint and several obligations of each of the Guarantors without preferences or distinction among them. 



        (c)   If
and to the extent that the Borrower or Guarantors shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the
Obligations in accordance with the terms thereof, then in each such event, the other Guarantors will make such payment with respect to, or perform, such Obligation. 


3.    Obligations Unconditional.    The obligations of each of the Guarantors under  Section 1 hereof are absolute and
unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the
Credit Documents or any Lender Hedging Agreement or agreement pertaining to Cash Management Products, or any other agreement or instrument referred to therein, or any substitution, release or exchange
of any other guaranty of or security for any of the Guaranteed Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might
otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 3 that the
obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances. Each Guarantor agrees that it shall have no right of subrogation, indemnity, reimbursement
or contribution against any Borrower or any other Guarantor of the Obligations for amounts paid under this Guaranty Agreement until all of the Credit and Collateral Termination Events have occurred.
Without limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability
of any Guarantor hereunder which shall remain absolute and unconditional as described above: 



          (i)  at
any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be
extended, or such performance or compliance shall be waived; 


         (ii)  any
of the acts mentioned in any of the provisions of any of the Credit Agreement, the Credit Documents, any Lender Hedging Agreement or agreement pertaining to Cash
Management Products or any other agreement or instrument referred to in the Credit Agreement, the Credit Documents or any Lender Hedging Agreement or agreement pertaining to Cash Management Products
shall be done or omitted; 


        (iii)  the
maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect,
or any right under any of the Credit Agreement, the Credit Documents, any Lender Hedging Agreement or agreement pertaining to Cash Management Products or any other agreement or instrument referred to
in the Credit Agreement, the Credit Documents or any Lender Hedging Agreement or agreement pertaining to Cash Management Products shall be waived or any other guarantee of any of the Guaranteed
Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;




        (iv)  any
Lien granted to, or in favor of, the Agent or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or 


         (v)  any
of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Guarantor) or shall
be subordinated to the claims of any Person (including, without limitation, any creditor of any Guarantor). 




With
respect to its obligations hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, to the extent permitted by law, and any
requirement that the Agent or any Lender exhaust any right, power or remedy or proceed against any Person under any of the Credit Agreement, the Credit Documents, any Lender Hedging Agreement or
agreement pertaining to Cash Management Products or any other agreement or instrument referred to in the Credit Agreement, the Credit Documents or any Lender Hedging Agreement or agreement pertaining
to Cash Management Products, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. 



4.    Reinstatement.    The obligations of each Guarantor under this Guaranty Agreement shall be automatically reinstated if and to
the extent that for any reason any payment by or on behalf of any Person in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed
Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and each Guarantor agrees that it will indemnify the Agent and each Lender on demand for all
reasonable costs and expenses (including, without limitation, fees and expenses of counsel, subject to Section 14.7 of the Credit Agreement)
incurred by the Agent or such Lender in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment
constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law. 


5.    Certain Additional Waivers.    Each Guarantor further agrees that it shall have no right of recourse to security for the
Guaranteed Obligations, except through the exercise of the rights of subrogation pursuant to Section 3 hereof or pursuant to the Contribution
Agreement. 


6.    Remedies.    Each Guarantor agrees that, to the fullest extent permitted by law, as between such Guarantor, on the one hand,
and the Agent and the Lenders, on the other hand, the Guaranteed Obligations may be declared to be forthwith due and payable as provided in  Section 11.2 of the Credit Agreement (and shall be deemed
to have become automatically due and payable in the circumstances provided in said  Section 11.2) for purposes of Section 1 hereof notwithstanding
any stay, injunction or
other prohibition preventing such declaration (or preventing the Guaranteed Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such
declaration (or the Guaranteed Obligations being deemed to have become automatically due and payable), the Guaranteed Obligations (whether or not due and payable by any other Person) shall forthwith
become due and payable by the Guarantors for purposes of said Section 1. 


7.    Limitation on Guaranteed Obligations.    Notwithstanding any provision to the contrary contained herein or in any other of the
Credit Documents or Lender Hedging Agreements or agreement pertaining to Cash Management Products, the obligations of each Guarantor hereunder shall be limited to an aggregate amount equal to the
largest amount that would not render its obligations hereunder subject to avoidance under applicable law (whether federal or state and including, without limitation, Section 548 of the
Bankruptcy Code), after taking into account, among other things, such Guarantor's right of contribution and indemnification from each other Credit Party under applicable law or the Contribution
Agreement 


8.    Representations, etc.    


        (a)   The
guaranty in this Guaranty Agreement is a continuing guaranty, and shall apply to all Guaranteed Obligations whenever arising; 


        (b)   Each
Guarantor hereby represents and warrants that it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation,
organization, or formation, as

the case may be, and in each other jurisdiction in which the failure to be so qualified could be reasonably be expected to have a Material Adverse Effect; 


        (c)   Each
Guarantor further represents and warrants that it has the power and authority to enter into this Guaranty Agreement and to perform its obligations and to consummate
the transactions contemplated hereby and has by proper action duly authorized the execution and delivery of this Guaranty Agreement; and 



        (d)   Each
Guarantor further represents and warrants that this Guaranty Agreement constitutes the legal, valid and binding obligation of such Guarantor enforceable in
accordance with its terms. 


        (e)   Each
Guarantor incorporates herein by reference as fully as if set forth herein all of the representations and warranties pertaining to it as a Guarantor or Subsidiary
contained in the Credit Agreement, including, without limitation, Article VI of the Credit Agreement (which representations and warranties shall
be deemed to have been renewed by the Guarantors upon each extension of credit under the Credit Agreement). 



9.    Incorporated Covenants and Waivers.    Each Guarantor incorporates herein by reference as fully as if set forth herein all of
the covenants, waivers and other provisions pertaining to it as a Guarantor or Subsidiary contained in the Credit Agreement, including, without limitation, Articles VII,
VIII, IX and X of the Credit Agreement. 


10.    Amendments; Waivers; Modifications.    This Guaranty Agreement and the provisions hereof may not be amended, waived,
modified, changed, discharged or terminated except as set forth in Section 14.9 of the Credit Agreement. 



11.    Counterparts.    This Guaranty Agreement may be executed in any number of counterparts, each of which where so executed and
delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Guaranty Agreement to produce or account for more than
one such counterpart. 


12.    Headings.    The headings of the sections and subsections hereof are provided for convenience only and shall not in any way
affect the meaning, construction or interpretation of any provision of this Guaranty Agreement. 



13.    Governing Law; Submission to Jurisdiction and Service of Process; Arbitration; Waiver of Jury Trial.    THIS GUARANTY
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE
CHOICE OF LAW PROVISIONS THEREOF, OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. The terms of Sections 14.2, 14.3 and
14.4 of the Credit Agreement are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms. 



14.    Entirety.    This Guaranty Agreement, the Credit Agreement and the other Credit Documents represent the entire agreement of
the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, including any commitment letters or correspondence relating to the Credit Agreement, the
other Credit Documents or the transactions contemplated herein and therein. 


15.    Taxes, etc.    All payments required to be made by the Guarantors hereunder shall be made without setoff or counterclaim and
free and clear of and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, duties or other charges of whatsoever nature imposed by any government or any
political or taxing authority as required pursuant to Section 2.6 of the Credit Agreement. 


16.    Additional Guarantors.    Section 7.15 of the Credit Agreement
provides that certain Domestic Subsidiaries must become Guarantors by, among other things, executing and delivering to the Agent a

counterpart of this Guaranty Agreement. Any Domestic Subsidiary which executes and delivers to the Agent a counterpart of this Guaranty Agreement shall be a Guarantor for all purposes hereunder. 



        Each
of the parties hereto has caused a counterpart of this Guaranty Agreement to be duly executed and delivered as of the date first above written. 



	GUARANTOR:	 	COASTAL TERMINALS L.L.C.,

a Delaware limited liability company
	 	 	 	 	 	 	 
	 	 	By:	 	    

	 	 	 	 	Name:	 	    

	 	 	 	 	Title:	 	    

	 	 	 	 	 	 	 
	 	 	RAZORBACK L.L.C.,

a Delaware limited liability company
	 	 	 	 	 	 	 
	 	 	By:	 	    

	 	 	 	 	Name:	 	    

	 	 	 	 	Title:	 	    

	 	 	 	 	 	 	 
	 	 	TPSI TERMINALS L.L.C.,

a Delaware limited liability company
	 	 	 	 	 	 	 
	 	 	By:	 	    

	 	 	 	 	Name:	 	    

	 	 	 	 	Title:	 	    






        Accepted
and agreed to as of the date first above written. 



	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION,

as Agent
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	    

	 	 	Name:	 	    

	 	 	Title:	 	    












EXHIBIT B-2  


[FORM OF] LIMITED RECOURSE GUARANTY AGREEMENT 


        THIS LIMITED RECOURSE GUARANTY AGREEMENT (this "Guaranty Agreement") is entered into as of
May     , 2005, by TRANSMONTAIGNE PARTNERS L.P., a Delaware limited partnership ("Guarantor"), in favor of WACHOVIA BANK, NATIONAL
ASSOCIATION, in its capacity as the Agent (in such capacity, the "Agent") for the financial institutions from time to time party to the Credit Agreement
described below (the "Lenders"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit
Agreement. 


RECITALS  


        WHEREAS, pursuant to that certain Senior Secured Credit Facility dated as of May 9, 2005 (together with all
modifications, renewals, extensions, supplements and replacements from time to time, the "Credit Agreement") among TransMontaigne Operating Company L.P.
("Borrower"), the Lenders, Fleet National Bank and JPMorgan Chase Bank, N.A., as Syndication Agents, BNP Paribas and Société Générale, New
York Branch, as the Documentation Agents, and the Agent, the Lenders have agreed to make Loans and to issue or participate in Letters of Credit upon the terms and subject to the conditions set forth
therein; and 


        WHEREAS, it is a condition precedent to the effectiveness of the Credit Agreement and the obligations of the Lenders to make their
respective Loans and to issue or participate in Letters of Credit under the Credit Agreement that the Guarantor shall have executed and delivered this Guaranty Agreement to the Agent for the ratable
benefit of the Lenders; and 


        WHEREAS, the Borrower is a Subsidiary of the Guarantor, and Guarantor will derive substantial direct and indirect benefit from the making
of the extensions of credit under the Credit Agreement; 


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


1.    The Guaranty.    Subject to the limitations contained in Section 2,
Guarantor hereby guarantees to each Lender and to each affiliate of a Lender that enters into any Lender Hedging Agreement with or provides Cash Management Products to a Borrower the prompt payment of
all Obligations of the Borrower, whenever arising, in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, a mandatory cash collateralization or otherwise) strictly
in accordance with the terms thereof, including in accordance with the terms of any extension or renewal (hereinafter, the Obligations, as limited by the provisions below, the
"Guaranteed Obligations"). Guarantor hereby further agrees that if any of the Guaranteed Obligations are not paid in full when due (whether at stated
maturity, as a mandatory prepayment, by acceleration, as mandatory cash collateralization or otherwise), if Guarantor does not promptly pay the same, the Lender may exercise its rights, powers and
remedies under the Pledge Agreement, but in no case shall any such payment exceed the Secured Partnership Interest. This guaranty is a guaranty of payment and not of collection. 


2.    Notwithstanding
anything in this Guaranty Agreement to the contrary, but subject to the qualifications below, the Guarantor and the Agent agree that: 



        (A)  the
Guarantor shall be liable upon the Guaranteed Obligations and for the other obligations arising under the Credit Agreement and the other Credit Documents to the full
extent (but only to the extent) of the security therefor, the same that certain Investment Property (as defined in the Uniform Commercial Code) consisting of the Guarantor's units of limited partner
interest in the Borrower (the "Pledged Collateral") in which a security interest was granted to the Agent, for the benefit of itself and the Lenders, by
that certain Pledge Agreement dated as of even date herewith (the "Pledge Agreement"); 



        (B)  if
a default occurs in the timely and proper payment of all or any part of the Guaranteed Obligations, any judicial proceedings brought by the Agent against the
Guarantor shall be limited

to the preservation, enforcement and foreclosure, or any thereof, of the security interests now or at any time hereafter securing the payment of the Guaranteed Obligations, and no attachment,
execution or other writ of process shall be sought, issued or levied upon any assets, properties or funds of the Guarantor other than the Pledged Collateral; and 


        (C)  in
the event of a foreclosure of such security interests securing the payment of the Guaranteed Obligations, no judgment for any deficiency upon the Guaranteed
Obligations shall be sought or obtained by the Agent against the Guarantor, or against any principal, director, officer, employee, beneficiary, shareholder, partner, member, trustee, agent or
affiliate of the Guarantor, other than the Credit Parties. 




Nothing
contained in the foregoing Sections (A), (B) or (C) shall (1) be deemed to be a release or impairment of the Guaranteed Obligations or the lien of the Pledge Agreement upon the
Pledged
Collateral, or (2) preclude the Agent from foreclosing under the Pledge Agreement in case of any default or from enforcing any of the other rights of the Agent, including naming the Guarantor
as a party defendant in any action or suit for foreclosure and sale under the Pledge Agreement, or obtaining the appointment of a receiver, except as stated in this Section, or (3) impair the
right of the Agent to obtain a deficiency judgment or other judgment on the Guaranteed Obligations against the Guarantor if necessary to obtain any insurance proceeds or condemnation awards to which
the Agent would otherwise be entitled; provided however, the Agent shall only enforce such judgment to the extent of the insurance proceeds or condemnation award. 


Nothing
herein shall be deemed to be a waiver of any right which Payee may have under Sections 506(a), 506(b), 1111(b) or any other provisions of
the Bankruptcy Code to file a claim for the full amount of the Guarantee Obligations secured by the Pledge Agreement or to require that all collateral shall continue to secure all of the Guaranteed
Obligations owing to the Lenders in accordance with the Credit Agreement and the other Credit Documents. 


3.    Obligations Unconditional.    Subject to the limitations contained in  Section 2, the obligations of the Guarantor under
Section 1 hereof are absolute and
unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of any of the Credit Documents or any Lender Hedging Agreement or agreement pertaining to Cash Management
Products, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guaranty of or security for any of the Guaranteed Obligations, and, to the
fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it
being the intent of this Section 3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all
circumstances, subject to the limitations contained in Section 2. Guarantor agrees that it shall have no right of subrogation, indemnity,
reimbursement or contribution against any Borrower of the Obligations for amounts paid under this Guaranty Agreement until all of the Credit and Collateral Termination Events have occurred. Without
limiting the generality of the foregoing, it is agreed that, to the fullest extent permitted by law, the occurrence of any one or more of the following shall not alter or impair the liability of the
Guarantor hereunder which shall remain absolute and unconditional as described above: 



          (i)  at
any time or from time to time, without notice to the Guarantor, the time for any performance of or compliance with any of the Guaranteed Obligations shall be
extended, or such performance or compliance shall be waived; 


         (ii)  any
of the acts mentioned in any of the provisions of any of the Credit Agreement, the Credit Documents, any Lender Hedging Agreement or agreement pertaining to Cash
Management Products or any other agreement or instrument referred to in the Credit Agreement, the Credit Documents or any Lender Hedging Agreement or agreement pertaining to Cash Management Products
shall be done or omitted; 


        (iii)  the
maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be modified, supplemented or amended in any respect,
or any right under any of the Credit Agreement, the Credit Documents, any Lender Hedging Agreement or

agreement pertaining to Cash Management Products or any other agreement or instrument referred to in the Credit Agreement, the Credit Documents or any Lender Hedging Agreement or agreement pertaining
to Cash Management Products shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt
with; 


        (iv)  any
Lien granted to, or in favor of, the Agent or any Lender or Lenders as security for any of the Guaranteed Obligations shall fail to attach or be perfected; or 


         (v)  any
of the Guaranteed Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of Guarantor) or shall be
subordinated to the claims of any Person (including, without limitation, any creditor of Guarantor). 




With
respect to its obligations hereunder, Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, to the extent permitted by law, and any
requirement that the Agent or any Lender exhaust any right, power or remedy or proceed against any Person under any of the Credit Agreement, the Credit Documents, any Lender Hedging Agreement or
agreement pertaining to Cash Management Products or any other agreement or instrument referred to in the Credit Agreement, the Credit Documents or any Lender Hedging Agreement or agreement pertaining
to Cash Management Products, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. 


4.    Reinstatement.    The obligations of Guarantor under this Guaranty Agreement shall be automatically reinstated if and to the
extent that for any reason any payment by or on behalf of any Person in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed
Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and Guarantor agrees that it will indemnify the Agent and each Lender on demand for all reasonable
costs and expenses (including, without limitation, fees and expenses of counsel, subject to Section 14.7 of the Credit Agreement) incurred by the
Agent or such Lender in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a
preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law. 



5.    Certain Additional Waivers.    Guarantor further agrees that it shall have no right of recourse to security for the Guaranteed
Obligations, except through the exercise of the rights of subrogation pursuant to Section 3 hereof or pursuant to the Contribution Agreement. 


6.    Remedies.    Guarantor agrees that, to the fullest extent permitted by law, as between the Guarantor, on the one hand, and the
Agent and the Lenders, on the other hand, the Guaranteed Obligations may be declared to be forthwith due and payable as provided in Section 11.2
of the Credit Agreement (and shall be deemed to have become automatically due and payable in the circumstances provided in said Section 11.2) for
purposes of Section 1 hereof notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing the Guaranteed
Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such declaration (or the Guaranteed Obligations being deemed to have become automatically
due and payable), the Guaranteed Obligations (whether or not due and payable by any other Person) shall forthwith become due and payable by the Guarantor for purposes of said  Section 1. 



7.    Representations, etc.    


        (a)   The
guaranty in this Guaranty Agreement is a continuing guaranty, and shall apply to all Guaranteed Obligations, whenever arising; 


        (b)   Guarantor
hereby represents and warrants that it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or
formation, as the case may be, and in each other jurisdiction in which the failure to be so qualified could be reasonably be expected to have a Material Adverse Effect;




        (c)   Guarantor
further represents and warrants that it has the power and authority to enter into this Guaranty Agreement and to perform its obligations and to consummate the
transactions contemplated hereby and has by proper action duly authorized the execution and delivery of this Guaranty Agreement; 


        (d)   Guarantor
further represents and warrants that it has executed and delivered the Pledge Agreement, securing the Guarantor's limited partner interests in the Borrower for
the benefit of the Agent and the Lenders, as substantially described therein; and 



        (e)   Guarantor
further represents and warrants that this Guaranty Agreement constitutes the legal, valid and binding obligation of the Guarantor enforceable in accordance
with its terms. 


        Guarantor
incorporates herein by reference as fully as if set forth herein all of the representations and warranties pertaining to it as a Guarantor contained in the Credit Agreement,
including, without limitation, Article VI of the Credit Agreement (which representations and warranties shall be deemed to have been renewed by
the Guarantor upon each extension of credit under the Credit Agreement). 


8.    Incorporated Covenants and Waivers.    Guarantor incorporates herein by reference as fully as if set forth herein all of the
covenants, waivers and other provisions pertaining to it as a Guarantor contained in the Credit Agreement, including, without limitation, Articles VII, VIII, IX and
X of the Credit Agreement. 


9.    Amendments; Waivers; Modifications.    This Guaranty Agreement and the provisions hereof may not be amended, waived, modified,
changed, discharged or terminated except as set forth in Section 14.9 of the Credit Agreement. 



10.    Counterparts.    This Guaranty Agreement may be executed in any number of counterparts, each of which where so executed and
delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Guaranty Agreement to produce or account for more than
one such counterpart. 


11.    Headings.    The headings of the sections and subsections hereof are provided for convenience only and shall not in any way
affect the meaning, construction or interpretation of any provision of this Guaranty Agreement. 



12.    Governing Law; Submission to Jurisdiction and Service of Process; Arbitration; Waiver of Jury Trial.    THIS GUARANTY
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE
CHOICE OF LAW PROVISIONS THEREOF, OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. The terms of Sections 14.2, 14.3 and
14.4 of the Credit Agreement are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms. 



13.    Entirety.    This Guaranty Agreement, the Credit Agreement and the other Credit Documents represent the entire agreement of
the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, including any commitment letters or correspondence relating to the Credit Agreement, the
other Credit Documents or the transactions contemplated herein and therein. 


14.    Taxes, etc.    All payments required to be made by the Guarantor hereunder shall be made without setoff or counterclaim and
free and clear of and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, duties or other charges of whatsoever nature imposed by any government or any
political or taxing authority as required pursuant to Section 2.6 of the Credit Agreement. 


[signatures
on following page] 







        Each
of the parties hereto has caused a counterpart of this Guaranty Agreement to be duly executed and delivered as of the date first above written. 



	GUARANTOR:	 	 	 	 	 	 
	 	 	TRANSMONTAIGNE PARTNERS L.P.,
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	By:	 	TransMontaigne GP L.L.C.,

its sole general partner
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	By:	 	    

	 	 	 	 	Name:	 	    

	 	 	 	 	Title:	 	    






        Accepted
and agreed to as of the date first above written. 



	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION,

as Agent
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 	    

	 	 	Name:	 	    

	 	 	Title:	 	    












EXHIBIT C  


[FORM] LANDLORD CONSENT TO LEASEHOLD MORTGAGE  


        This Landlord Consent (the "Consent") is granted this            day
of                        2005, by
                        ("Landlord")
and                        ("Tenant") in favor of Wachovia Bank, National
Association, having an office at 191 Peachtree Street, N.E., Atlanta, GA 30303, Attention: [Betty Eberhardt] acting as agent (in
such capacity, the "Agent"), for the benefit of the Lenders (as hereinafter defined) which are or may hereafter become parties to the Credit Agreement
(as hereinafter defined). 


RECITALS  



        (a)   Landlord
entered into (i) that certain                        (the "Lease") for the
premises more particularly described
in the                        (the "Premises"). 



        (b)   Tenant,
certain affiliates of Tenant, the Agent and a group of lenders for which it is acting as agent (the "Lenders")
entered into that certain Senior Secured Credit Facility, dated as of May 9, 2005 (as from time to time amended, modified, restated and in effect, the "Credit
Agreement"), pursuant to which the Lenders have extended, and in the future will extend, credit to Tenant and/or its affiliates (the "Credit
Obligations"). 



        (c)   Tenant
and certain affiliates of Tenant have entered into that certain Security Agreement dated as of May     , 2005 (the
"Security Agreement"). 


        (d)   As
a condition to entering into the Credit Agreement, the Lenders require liens pursuant to the terms of the Security Agreement in favor of the Agent on certain of
Tenant's assets located on the Premises and consent by Landlord to Tenant's granting of a leasehold mortgage or deed of trust on Tenant's interest under the Leases. 



AGREEMENT  


        For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 


        1.    Consent to Personal Property Lien.    Landlord consents to the grant by Tenant to the Agent of a lien on and
security interest in all assets and personal property of Tenant located on the Premises, including, but not limited to, all inventory, goods, machinery, equipment, oil, liquid hydrocarbons, crude oil,
refined petroleum, natural gas liquids, other oil products and other tangible personal property and all accounts receivable, contracts, licenses, intellectual property and other intangible property
owned by Tenant (the "Personal Property") as collateral security for the repayment of the Credit Obligations and all other indebtedness, liabilities and
obligations, whether now existing or hereafter arising, of Tenant to the Lenders (the lien on and security interest in Tenant's Personal Property in favor of the Agent is hereinafter referred to as
the "Security Interest"). Landlord subordinates any security interest, lien, claim or other similar right, including, without limitation, rights of levy
or distraint for rent, in or on the Personal Property, whether arising by agreement or by law and whether currently existing or arising in the future to the Security Interest. The Agent may, in
connection with any foreclosure or other similar action relating to the Personal Property, enter upon the Premises (or permit its representatives to do so on its behalf) in order to implement such
foreclosure or other action without liability to Landlord; provided, however, that (a) rent is
paid to Landlord during occupancy by or on behalf of the Agent for any purpose and (b) the Agent pays for any damages caused by the Agent or its representatives in removing the Personal
Property from the Premises. 


        2.    Consent to Leasehold Mortgage.    Landlord consents to the grant by Tenant to the Agent of a lien on Tenant's
leasehold interest in the Leases pursuant to a Deed of Trust, Security Agreement and Assignment of Leases and Rents (the "Mortgage") and the recordation
of the Mortgage in each county where the premises described in the Leases are located (the "Land Records"). Landlord also agrees to execute and permit
Tenant to record in the Land Records a Memorandum of Lease with respect to the

Leases. Any transfer of the Leases or the Agent's interest in all or any part of the Premises described under the Leases to the Agent or a nominee thereof through exercise of the power of sale or
similar remedy under the Mortgage shall be deemed to be consented to by Landlord. If the Lender, or a nominee thereof, becomes Tenant under the Leases, Landlord shall reasonably consent to any further
assignment of the Leases by the Lender or such nominee. 


        3.    Notice and Cure Under the Leases.    In the event Landlord gives to Tenant any notice of (i) default,
(ii) matter on which a default may be predicated or claimed, (iii) a termination of the Leases or (iv) a condition that if continued may lead to a termination of the Leases,
Landlord will simultaneously give a duplicate copy thereof to the Agent and no such notice to Tenant shall be effective unless a copy of such notice is sent to the Agent. The Agent shall have the
right (but not the obligation) for the same period after the sending of notice to it to remedy the default as is given to Tenant after notice to it.
Landlord agrees to accept performance on the part of the Agent as though performed by Tenant within the period allowed to Tenant by the terms of the Leases. In the event that the Agent is unable to
cure any default other than a monetary default pursuant to the preceding portion of this paragraph, Landlord agrees that it will not terminate the Leases without first giving to the Agent a reasonable
time (to be agreed upon by Landlord and the Agent) within which to cure any default other than a monetary default that is reasonably susceptible of cure by the Agent with reasonable diligence, and if
necessary to do so, to obtain possession of the Premises, including possession by a receiver, or to institute and complete foreclosure proceedings or otherwise acquire Tenant's interest under the
Leases with diligence and without unreasonable delay, provided that if the Agent has agreed to a time during which it will attempt to cure such
non-monetary default, the Agent shall also cure any monetary defaults up through the time agreed on for the Agent to make such cure. 


        4.    Lease Covenants.    Landlord agrees that the Leases shall not be modified or surrendered to Landlord or
cancelled by Tenant, nor shall Landlord accept a surrender of the Leases without the prior written consent of the Agent, nor shall any merger result from the acquisition by, or devolution upon, any
one entity of both the fee in the Premises and the leasehold estate. If the Leases shall terminate prior to the scheduled expiration dates, Landlord shall at the Agent's sole election enter into a new
lease for the Premises covered by the Leases with the Agent for the remainder of the then term thereof, effective as of the date of such termination at the same rent and upon the same terms, covenants
and conditions contained therein on the condition that the Agent shall make a written request for such new lease within thirty (30) days after the date of its actual receipt of a notice of such
termination or, if proceedings are commenced by or on behalf of Tenant within such thirty (30) day period that stay or extend the effective date of such termination, within ten (10) days
of the date on which such termination is finally determined to be effective by a court of competent jurisdiction and on the commencement date of the term of the new lease, the Agent shall cure all
defaults of Tenant under the Leases that are susceptible of being cured by the Agent and that remain uncured on such date and shall pay or cause to be paid all unpaid sums which at such time would
have been payable under the Leases but for such termination (provided, that, the Agent shall only cure
those defaults of which it is given notice and an opportunity to cure as provided in paragraph 3 above). 


        5.    Estoppel.    Landlord hereby represents that the Leases are in full force and effect as of the date hereof and
there have been no defaults by Landlord or, to the best knowledge of Landlord, by Tenant thereunder. The Leases have not been modified and Landlord does not have any agreements other than the Leases
with Tenant pertaining to the Leases or the Premises. Landlord is the current landlord under the Leases and is authorized to execute this Consent. All rents payable under the Leases have been paid
through the date hereof. 


        6.    Notices.    Any notices required or desired to be given hereunder shall be directed to the party to be notified
at the address set forth above or at such other address as the addressee shall have specified from time to time by actual notice to the addressor. All such notices shall be sent by United States
certified mail return receipt requested or by reputable overnight courier. 



        7.    Term of Agreement.    This Consent shall continue in effect until the earlier of (a) the date all Credit
Obligations are indefeasibly paid in full or (b) as to the Leases, the date Tenant is no longer in

occupancy or otherwise a tenant of the Premises (subject to the provisions of Paragraph 4 that give the Agent the right to request a new lease and occupy the Premises). 


        8.    General.    This Consent may not be modified, amended or terminated except in writing signed by the parties
hereto. Landlord will notify all successor owners, transferees, purchasers and mortgagees of the existence of this Consent. This Consent shall inure to the benefit of and be binding upon the
successors, assigns and personal representatives of the parties, including any successors and assigns of the Agent. Landlord will execute and deliver, without additional consideration, any further
instruments of transfer which are reasonably requested by the Agent to carry out the intent and purposes of this Consent. 


        9.    Counterparts.    This Consent may be executed in several counterparts and by each party on a separate
counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument. 



        IN
WITNESS WHEREOF, this Consent has been by a duly authorized officer or other representative of the parties hereto under seal as of the date first above written. 



	 	 	LANDLORD:
	

 	
 	


	

 	
 	

By:	
 	

 	
 	

 
	 	 	 	 	

	 	 	 	 	Name:	 	 
	 	 	 	 	 	 	

	 	 	 	 	Title:	 	 
	 	 	 	 	 	 	

	

 	
 	
TENANT:
	

 	
 	

TRANSMONTAIGNE OPERATING COMPANY L.P.
	

 	
 	

By:	
 	

TransMontaigne Operating GP LLC, its sole general partner
	

 	
 	

By:	
 	

 	
 	

 
	 	 	 	 	

	 	 	 	 	Name:	 	 
	 	 	 	 	 	 	

	 	 	 	 	Title:	 	 
	 	 	 	 	 	 	

	

 	
 	
AGENT:
	

 	
 	

WACHOVIA BANK, NATIONAL ASSOCIATION
	

 	
 	

By:	
 	

 	
 	

 
	 	 	 	 	

	 	 	 	 	Name:	 	 
	 	 	 	 	 	 	

	 	 	 	 	Title:	 	 
	 	 	 	 	 	 	












	STATE OF                                 	 	)	 	 
	 	 	)	 	 
	COUNTY OF                              	 	)	 	 
	

This instrument was acknowledged before me on the              day of
                        , 2005 by
                        , the
                         of
                        , a
                        , on behalf of such
                        .
	

 	
 	

 	
 	


	SEAL	 	 	 	Notary Public
	 	 	 	 	My commission expires:
	

STATE OF                                 	
 	

)	
 	

 
	 	 	)	 	 
	COUNTY OF                              	 	)	 	 
	

This instrument was acknowledged before me on the              day of
                        , 2005 by
                        ,
                         of
                        , a
                        , on behalf of such corporation.
	

 	
 	

 	
 	


	SEAL	 	 	 	Notary Public
	 	 	 	 	My commission expires:
	

STATE OF                                 	
 	

)	
 	

 
	 	 	)	 	 
	COUNTY OF                              	 	)	 	 
	

This instrument was acknowledged before me on the              day of
                        , 2005 by
                        ,
                         of Wachovia Bank, National Association, on behalf
of such                         .
	

 	
 	

 	
 	


	SEAL	 	 	 	Notary Public
	 	 	 	 	My commission expires:










EXHIBIT A  


 Description of Leases  








EXHIBIT D  


[FORM OF] PLEDGE AGREEMENT  


        THIS PLEDGE AGREEMENT (this "Pledge Agreement") is entered into as
of May     , 2005, by and among TRANSMONTAIGNE OPERATING COMPANY L.P., a Delaware limited partnership (the "Borrower") and
TRANSMONTAIGNE PARTNERS L.P., Delaware limited partnership (the "Limited Recourse Guarantor"); the Limited Recourse Guarantor, together with the
Borrower, individually a "Pledgor" and collectively the "Pledgors", which terms shall include any
Domestic Subsidiary that becomes a Pledgor pursuant to Section 7.15 of the Credit Agreement referred to below) and WACHOVIA BANK, NATIONAL
ASSOCIATION, in its capacity as Agent under the Credit Agreement referred to below (in such capacity, the "Agent") for the several banks and other
financial institutions as may from time to time become parties to such Credit Agreement (individually a "Lender" and collectively the
"Lenders"). 


RECITALS  


        WHEREAS, pursuant to that certain Senior Secured Credit Facility dated as of May 9, 2005 (together with all
modifications, renewals, extensions, supplements and replacements from time to time, the "Credit Agreement"), among the Borrower, the Lenders party
thereto from time to time, Fleet National Bank and JPMorgan Chase Bank, N.A., as Syndication Agents, BNP Paribas and Société Générale, New
York Branch, as the Documentation Agents, and the Agent, the Lenders have agreed to make Loans and issue Letters of Credit upon the terms and subject to the conditions set forth therein; and 


        WHEREAS, it is a condition precedent to the effectiveness of the Credit Agreement and the obligations of the Lenders to make their
respective Loans and to issue Letters of Credit under the Credit Agreement that the Pledgors shall have executed and delivered this Pledge Agreement to the Agent for the ratable benefit of the
Lenders. 



        NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows: 


        1.    Definitions.    Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed
to such terms in the Credit Agreement. For purposes of this Pledge Agreement, the term "Lender" shall include any Lender, or any Affiliate of any
Lender, which has entered into a Lender
Hedging Agreement or agreement pertaining to Cash Management Products with any Pledgor (to the extent the obligations of such Pledgor thereunder constitute Pledgor Obligations (as defined in  Section 3 hereof)). The term "UCC" means the Uniform Commercial Code as in effect in the State of
New York. The terms "Adverse Claim", "Control", "Entitlement Order", "Financial Asset", "Securities Account", "Securities Entitlement", "Securities Intermediary" and "Security" have the meanings given
them in Article 8 of the UCC. 


        2.    Pledge and Grant of Security Interest.    To secure the prompt payment and performance in full when due, whether
by lapse of time or otherwise, of the Pledgor Obligations (as defined in Section 3 hereof), each Pledgor hereby pledges and assigns to the Agent,
for the benefit of the Agent and the Lenders, and grants to the Agent, for the benefit of the Agent and the Lenders, a continuing security interest in any and all right, title and interest of such
Pledgor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the "Pledged Collateral"): 



        (a)    Pledged Capital Stock.    (i) 100% (or, if less than 100% is owned by such Pledgor, the full amount
owned by such Pledgor) of the issued and outstanding Capital Stock of each Domestic Subsidiary set forth on Schedule 2(a) attached hereto, but in
any event including all units of limited partner interests and all membership interests described on Schedule 2(a) (but not including any units
of general partner interest in the Borrower or any Capital Stock of Operating GP), and (ii) 65% (or, if less than 65% is owned by such Pledgor, the full amount owned by such Pledgor) of each
class of the issued and outstanding Capital Stock entitled to vote (within the

meaning of Treas. Reg. Section 1.956-2(c)(2)) ("Voting Equity"), but only to the extent, and for so long as, the pledge of any
greater percentage of Voting Equity would have material adverse tax consequences for the Pledgor, otherwise, such percentage shall equal the extent to which there are no material adverse tax
consequences for the Pledgor, and 100% (or, if less than 100% is owned by such Pledgor, the full amount owned by such Pledgor) of each class of the issued and outstanding Capital Stock not entitled to
vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) ("Non-Voting Equity") of each directly owned Foreign
Subsidiary set forth on Schedule 2(a)attached hereto (collectively, together with the Capital Stock described in  Section 2(b) below, the
"Pledged Capital Stock"), including, but not limited to, the following: 



        (y)   subject
to the percentage restrictions described above and in Section 2(b) below, all shares, securities,
membership interests or other equity interests representing a dividend on any of the Pledged Capital Stock, or representing a distribution or return of capital upon or in respect of the Pledged
Capital Stock, or resulting from a stock split, revision, reclassification or other exchange therefor, and any subscriptions, warrants, rights or options issued to the holder of, or otherwise in
respect of, the Pledged Capital Stock; and 


        (z)   subject
to the percentage restrictions described above and in Section 2(b) below, and without affecting the
obligations of the Pledgors under any provision prohibiting such action hereunder or under the
Credit Agreement, in the event of any consolidation or merger involving the issuer of any Pledged Capital Stock and in which such issuer is not the surviving entity, all shares of each class of the
Capital Stock of the successor entity formed by or resulting from such consolidation or merger. 




        (b)    Additional Interests.    (i) 100% (or, if less than 100% is owned by such Pledgor, the full amount owned
by such Pledgor) of each class of the issued and outstanding Capital Stock of any other Domestic Subsidiary, including any Person which hereafter becomes a Domestic Subsidiary (but not including any
units of general partner interest in the Borrower or any Capital Stock of Operating GP) and (ii) 65% (or, if less than 65% is owned by such Pledgor, the full amount owned by such Pledgor) of
the Voting Equity and 100% (or, if less than 100% is owned by such Pledgor, the full amount owned by such Pledgor) of the Non-Voting Equity of any other directly owned Foreign Subsidiary,
including any Person which hereafter becomes a directly owned Foreign Subsidiary, including, without limitation, the certificates representing such Capital Stock. 


        (c)    Proceeds.    All proceeds and products of the foregoing, however and whenever acquired and in whatever form. 




        Without
limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Pledgor may from time to time hereafter pledge and deliver additional shares of
stock or other interests to the Agent as collateral security for the Pledgor Obligations. Upon such pledge and delivery to the Agent, such additional shares of stock or other interests shall be deemed
to be part of the Pledged Collateral of such Pledgor and shall be subject to the terms of this Pledge Agreement whether or not Schedule 2(a) is
amended to refer to such additional shares. 


        3.    Security for Pledgor Obligations.    The security interest created hereby in the Pledged Collateral of each
Pledgor constitutes continuing collateral security for all of the following, whether now existing or hereafter incurred, subject, as to the Limited Recourse Guarantor, to the limitations contained in
Section 2 of the Limited Recourse Guaranty Agreement (the "Pledgor Obligations"): (a) all of the Obligations, howsoever evidenced,
created, incurred or acquired, whether primary, secondary, direct, contingent, or joint and several and (b) all expenses and charges, legal and otherwise, reasonably incurred by the Agent
and/or the Lenders in collecting or enforcing any Obligations or Pledgor Obligations or in realizing on or protecting any security therefor, including without limitation the security granted
hereunder.




        4.    Delivery of the Pledged Collateral; Perfection of Security Interest.    Each Pledgor hereby agrees that: 



        (a)    Delivery of Certificate.    Each Pledgor shall deliver to the Agent (i) simultaneously with or prior to
the execution and delivery of this Pledge Agreement, all certificates, if any, representing the Pledged Capital Stock of such Pledgor and (ii) promptly upon the receipt thereof by or on behalf
of a Pledgor, any other certificates and instruments constituting Pledged Collateral of a Pledgor. Prior to delivery to the Agent, all such certificates and instruments constituting Pledged Collateral
of a Pledgor shall be held in trust by such Pledgor for the benefit of the Agent pursuant hereto. All such certificates, if any, shall be delivered in suitable form for transfer by delivery or shall
be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit 4(a) attached
hereto, or such other forms as may be acceptable to the Agent. 


        (b)    Additional Securities.    If such Pledgor shall receive by virtue of its being or having been the owner of any
Pledged Collateral, any (i) certificate, including without limitation, any certificate representing a dividend or distribution in connection with any increase or reduction of capital,
reclassification, merger, consolidation, sale of assets, combination of shares or membership or equity interests, stock splits, spin-off or split-off, promissory notes or other
instrument; (ii) option or right, whether as an addition to, substitution for, or an exchange for, any Pledged Collateral or otherwise; (iii) dividends payable in securities; or
(iv) distributions of securities or other equity interests in connection with a partial or total liquidation, dissolution or reduction of capital, capital surplus or paid-in
surplus, then such Pledgor shall receive such certificate, instrument, option, right or distribution in trust for the benefit of the Agent, shall segregate it from such Pledgor's other property and
shall deliver it forthwith to the Agent in the exact form received together with any necessary endorsement and/or appropriate stock power duly executed in blank, substantially in the form provided in  Exhibit 4(a),
 or such other forms as may be acceptable to the Agent, to be held by the Agent as Pledged Collateral and as further collateral
security for the Pledgor Obligations. 


        (c)    Financing Statements.    Each Pledgor authorizes the Agent to prepare and file such UCC or other applicable
financing statements as may be reasonably deemed necessary or desirable by the Agent in order to perfect and protect the security interest created hereby in the Pledged Collateral of such Pledgor. 


        (d)    Provisions Relating to Securities Entitlements and Securities Accounts.    Except as to the Limited Recourse
Guarantor, with respect to any Pledged Collateral consisting of a Securities Entitlement or held in a Securities Account, (a) the applicable Pledgor and the applicable Securities Intermediary
shall enter into an agreement with the Agent granting Control to the Agent over such Pledged Collateral, such agreement to be in form and substance reasonably satisfactory to the Agent and
(b) the Agent shall be entitled, upon the occurrence and during the continuance of a Default or an Event of Default, to notify the applicable Securities Intermediary that it should follow the
Entitlement Orders of the Agent and no longer follow the Entitlement Orders of the applicable Pledgor. Upon receipt by a Pledgor of notice from a Securities Intermediary of its intent to terminate the
Securities Account of such Pledgor held by such Securities Intermediary, unless all of the Pledge Collateral held therein is reduced to cash and paid to the applicable Pledgor prior to the termination
of such Securities Account the Pledged Collateral in such Securities Account shall be (i) transferred to a new Securities Account which is subject to a control agreement as provided above or
(ii) transferred to an account held by the Agent (in which it will be held until a new Securities Account is established). 




        5.    Representations and Warranties.    Each Pledgor hereby represents and warrants to the Agent, for the benefit of
the Agent and the Lenders, that until all of the Credit and Collateral Termination Events have occurred: 



        (a)    Authorization of Pledged Capital Stock.    The Pledged Capital Stock is duly authorized and validly issued, and
with respect to the Capital Stock of a corporation, is fully paid and nonassessable, and is not subject to the preemptive rights of any Person. All other shares of

Capital Stock constituting Pledged Collateral will be duly authorized and validly issued, and with respect to the Capital Stock of a corporation, fully paid and nonassessable, and not subject to the
preemptive rights of any Person. 


        (b)    Title.    Each Pledgor has good and indefeasible title to the Pledged Collateral of such Pledgor and will at
all times be the legal and beneficial owner of such Pledged Collateral free and clear of any Lien, other than Permitted Liens. There exists no Adverse Claim with respect to the Pledged Capital Stock
of such Pledgor. 


        (c)    Exercising of Rights.    The exercise by the Agent of its rights and remedies hereunder will not violate any
law or governmental regulation or any material contractual restriction binding on or affecting a Pledgor or any of its property, provided that the Agent obtains all necessary Governmental Approvals
pursuant to Section 10(e) hereof. 


        (d)    Pledgor's Authority.    No authorization, approval or action by, and no notice or filing with any Governmental
Authority, the issuer of any Pledged Capital Stock or third party is required either (i) for the pledge made by a Pledgor or for the granting of the security interest by a Pledgor pursuant to
this Pledge Agreement or (ii) for the exercise by the Agent or the Lenders of their rights and remedies hereunder (in each case, except as may be required by laws affecting the offering and
sale of securities, or has previously been obtained or made, as applicable). 


        (e)    Security Interest/Priority.    This Pledge Agreement creates a valid security interest in favor of the Agent
for the benefit of the Agent and the Lenders, in the Pledged Collateral. The taking possession by the Agent of the certificates (if any) representing the Pledged Capital Stock and all other
certificates and instruments constituting Pledged Collateral will perfect and establish the first priority (subject to Permitted Liens) of the Agent's security interest in all certificated Pledged
Capital Stock and such certificates and instruments. Each Pledgor is a "registered organization", as that term is defined in Article 9 of the UCC, and its name on its signature line hereto is
its exact legal name as registered in the state of its organization. Upon the filing of UCC financing statements in the appropriate filing office in the location of each Pledgor's State of
organization, the Agent shall have a perfected first priority (subject to Permitted Liens) security interest in all uncertificated Pledged Capital Stock consisting of partnership or limited liability
company interests that do not constitute a Security pursuant
to Section 8-103(c) of the UCC. With respect to any Pledged Collateral consisting of a Securities Entitlement or held in a Securities Account, upon execution and delivery by the
applicable Pledgor, the applicable Securities Intermediary and the Agent of an agreement granting Control to the Agent over such Pledged Collateral, the Agent shall have a perfected first priority
(subject to Permitted Liens) security interest in such Pledged Collateral. Except as set forth in this Section, no action is necessary to perfect or otherwise protect such security interest. 


        (f)    No Other Capital Stock.    Except as set forth on  Schedule 2(a) attached hereto, as revised or updated from time to
time after the date hereof by the Pledgors, and except for (i) any units
of general partner interest in the Borrower that may be held from time to time by the Limited Recourse Guarantor and (ii) any Capital Stock of Operating GP, no Pledgor owns any Capital Stock of
the Borrower or any of its Subsidiaries. Schedule 2(a), hereto, as revised or updated from time to time after the date hereof by the Pledgors, as
it pertains to each Pledgor, includes all Foreign Subsidiaries directly owned by such Pledgor, and does not include any Person not directly owned by such Pledgor. The Pledgors shall send to the Agent
such revised or updated Schedule 2(a)'s from time to time as is necessary to reflect the current ownership of the Capital Stock of the Pledgors
in Domestic Subsidiaries and in directly owned Foreign Subsidiaries. 


        (g)    Partnership and Limited Liability Company Interests.    Except as previously disclosed in writing to the Agent,
none of the Pledged Capital Stock consisting of partnership or limited liability company interests (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by
its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or
(v) constitutes a Security or a Financial Asset.






        6.    Covenants.    Each Pledgor hereby covenants that until all of the Credit and Collateral Termination Events have
occurred, such Pledgor shall: 



        (a)    Defense of Title.    Use commercially reasonable efforts to warrant and defend title to and ownership of the
Pledged Collateral of such Pledgor at its own expense against the claims and demands of all other parties claiming an interest therein, keep the Pledged Collateral free from all Liens, except for
Permitted Liens, and not sell, exchange, transfer, assign, lease or otherwise dispose of Pledged Collateral of such Pledgor or any interest therein, except as permitted under the Credit Agreement and
the other Credit Documents. 


        (b)    Further Assurances.    Promptly execute and deliver at its expense all further instruments and documents and
take all further action that may be necessary and desirable or that the Agent may reasonably request in order to (i) perfect and protect the security interest created hereby in the Pledged
Collateral of such Pledgor (including, without limitation, the authentication and filing of UCC financing statements and any and all action reasonably necessary to satisfy the Agent that the Agent has
obtained
a first priority perfected security interest in all Pledged Capital Stock); (ii) enable the Agent to exercise and enforce its rights and remedies hereunder in respect of the Pledged Collateral
of such Pledgor; and (iii) otherwise effect the purposes of this Pledge Agreement, including, without limitation and if requested by the Agent, delivering to the Agent irrevocable proxies in
respect of the Pledged Collateral of such Pledgor. 


        (c)    Amendments.    Not make or consent to any amendment or other modification or waiver with respect to any of the
Pledged Collateral of such Pledgor or enter into any agreement or allow to exist any restriction with respect to any of the Pledged Collateral of such Pledgor other than pursuant hereto or as may be
permitted under the Credit Agreement. 


        (d)    Compliance with Securities Laws.    File all reports and other information now or hereafter required to be
filed by such Pledgor with the United States Securities and Exchange Commission and any other state, federal or foreign agency in connection with the ownership of the Pledged Collateral of such
Pledgor. 


        (e)    Issuance or Acquisition of Capital Stock.    Not without executing and delivering, or causing to be executed
and delivered, to the Agent such agreements, documents and instruments as the Agent may reasonably require, issue or acquire any Capital Stock consisting of an interest in a partnership or a limited
liability company that (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a security governed by
Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a Securities Account or (v) constitutes a Security or a Financial Asset. 




        7.    Performance of Obligations; Advances by Agent.    Upon the occurrence and during the continuance of an Event of
Default, on failure of any Pledgor to perform any of the covenants and agreements contained herein, the Agent may, at its sole option and in its sole discretion, perform or cause to be performed the
same and in so doing may expend such sums as the Agent may reasonably deem advisable in the performance thereof, including, without limitation, the payment of any insurance premiums, the payment of
any taxes, a payment to obtain a release of a Lien or potential Lien, expenditures made in defending against any adverse claim and all other expenditures which the Agent may make for the protection of
the security hereof or which may be compelled to make by operation of law. All such sums and amounts so expended shall be repayable by the Pledgors on a joint and several basis promptly upon timely
notice thereof and demand therefor, shall constitute additional Pledgor Obligations and shall bear interest from the date said amounts are expended at the Default Rate. No such performance of any
covenant or agreement by the Agent on behalf of any Pledgor, and no such advance or expenditure therefor, shall relieve the Pledgors of any default under the terms of this Pledge Agreement, the other
Credit Documents or any Hedging Agreement or agreement relating to Cash Management Products between any Credit Party and any Lender or affiliate of any Lender. The Agent may make any payment hereby
authorized in accordance with any bill, statement or estimate procured from the appropriate public office or holder of the claim to be discharged without inquiry into the accuracy of such bill,
statement or estimate or into the validity of any tax assessment, sale, forfeiture, tax lien, title or claim except to the extent such payment is being contested in good faith by a Pledgor in
appropriate proceedings and against which adequate reserves are being maintained in accordance with GAAP. 










        8.    Events of Default.    The occurrence of an event which under the Credit Agreement would constitute an Event
of
Default shall be an event of default hereunder (an "Event of Default"). 


        9.    Remedies.    



        (a)    General Remedies.    Upon the occurrence of an Event of Default and during the continuation thereof, the Agent
and the Lenders shall have, in respect of the Pledged Collateral of any Pledgor, in addition to the rights and remedies provided herein, in the Credit Documents, in any Lender Hedging Agreement
between any Credit Party and any Lender or by law, the rights and remedies of a secured party under the UCC or any other applicable law. 


        (b)    Sale of Pledged Collateral.    Upon the occurrence of an Event of Default and during the continuation thereof,
without limiting the generality of this Section and without notice, the Agent may, in its reasonable discretion, sell or otherwise dispose of or realize upon the Pledged Collateral, or any part
thereof, in one or more parcels, at public or private sale, at any exchange or broker's board or elsewhere, at such price or prices and on such other terms as the Agent may deem commercially
reasonable, for cash, credit or for future delivery or otherwise in accordance with applicable law. To the extent permitted by law, any Lender may in such event, bid for the purchase of such
securities. Each Pledgor agrees that, to the extent notice of sale shall be required by law and has not been waived by such Pledgor, any requirement of reasonable notice shall be met if notice,
specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to such Pledgor, in accordance with the notice
provisions of Section 14.4 of the Credit Agreement at least 10 days before the time of such sale. The Agent shall not be obligated to make
any sale of Pledged Collateral of such Pledgor regardless of notice of sale having been given. The Agent may adjourn any public or private sale from time to time by announcement at the time and place
fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. 


        (c)    Private Sale.    Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors
recognize that the Agent may deem it impracticable to effect a public sale of all or any part of the Pledged Collateral and that the Agent may, therefore, determine to make one or more private sales
of any such Pledged Collateral to a restricted group of purchasers that have agreed, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to
the distribution or resale thereof. Each Pledgor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have
been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Agent shall have no
obligation to delay sale of any such Pledged Collateral for the period of time necessary to permit the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the
Securities Act of 1933. Each Pledgor further acknowledges and agrees that any offer to sell such Pledged Collateral which has been (i) publicly advertised on a bona fide basis in a newspaper or
other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933),
or (ii) made privately in the manner described above shall be deemed to involve a "public sale" under the
UCC, notwithstanding that such sale may not constitute a "public offering" under the Securities Act of 1933, and the Agent may, in such event, bid for the purchase of such Pledged Collateral. 


        (d)    Retention of Pledged Collateral.    In addition to the rights and remedies hereunder, upon the occurrence of an
Event of Default and during the continuation thereof, the Agent may, after providing the notices required by Section 9-621 of the UCC (or any successor sections of the UCC) or
otherwise complying with the requirements of applicable law of the relevant jurisdiction, accept or retain all or any portion of the Pledged Collateral in full or partial satisfaction of the Pledgor
Obligations. Unless and until the Agent shall have provided such notices, however, the Agent shall not be deemed to have retained any Pledged Collateral in satisfaction of any Pledgor Obligations for
any reason.




        (e)    Deficiency.    In the event that the proceeds of any sale, collection or realization are insufficient to pay
all amounts to which the Agent or the Lenders are legally entitled, subject, as to the Limited Recourse Guarantor, to the limitations contained in Section 2 of the Limited Recourse Guaranty
Agreement, the Pledgors shall be jointly and severally liable for the deficiency, together with interest thereon at the Default Rate, together with the costs of collection and the reasonable fees of
any attorneys employed by the Agent to collect such deficiency. Any surplus remaining after the full payment and satisfaction of the Pledgor Obligations shall be returned to the Pledgors or to
whomsoever a court of competent jurisdiction shall determine to be entitled thereto. 


        (f)    Other Security.    To the extent that any of the Pledgor Obligations are now or hereafter secured by property
other than the Pledged Collateral (including, without limitation, real and other personal property owned by a Pledgor), or by a guarantee, endorsement or property of any other Person, then the Agent
and the Lenders shall have the right to proceed against such other property, guarantee or endorsement upon the occurrence of any Event of Default, and the Agent and the Lenders have the right, in
their sole discretion, to determine which rights, security, liens, security interests or remedies the Agent and the Lenders shall at any time pursue, relinquish, subordinate, modify or take with
respect thereto, without in any way modifying or affecting any of them or any of the Agent's and the Lenders' rights or the Pledgor Obligations under this Pledge Agreement, under any other of the
Credit Documents or under any Hedging Agreement or agreement pertaining to Cash Management Products between any Credit Party and any Lender or an affiliate of any Lender. 




        10.    Rights of the Agent.    



        (a)    Power of Attorney.    In addition to other powers of attorney contained herein, each Pledgor hereby designates
and appoints the Agent, on behalf of the Lenders, and each of its designees or agents as attorney-in-fact of such Pledgor, irrevocably and with power of
substitution, with authority to take any or all of the following actions upon the occurrence and during the continuation of an Event of Default: 



          (i)  to
demand, collect, settle, compromise, adjust and give discharges and releases concerning the Pledged Collateral of such Pledgor, all as the Agent may reasonably
determine; 


         (ii)  to
commence and prosecute any actions at any court for the purposes of collecting any of the Pledged Collateral of such Pledgor and enforcing any other right in respect
thereof; 


        (iii)  to
defend, settle, adjust or compromise any action, suit or proceeding brought and, in connection therewith, give such discharge or release as the Agent may deem
reasonably appropriate; 


        (iv)  to
pay or discharge taxes, liens, security interests, or other encumbrances levied or placed on or threatened against the Pledged Collateral of such Pledgor; 


         (v)  to
direct any parties liable for any payment under any of the Pledged Collateral to make payment of any and all monies due and to become due thereunder directly to the
Agent or as the Agent shall direct; 


        (vi)  to
receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in respect of or arising out of any Pledged
Collateral of such Pledgor; 


       (vii)  to
sign and endorse any drafts, assignments, proxies, stock powers, verifications, notices and other documents relating to the Pledged Collateral of such Pledgor; 


      (viii)  to
execute and deliver all assignments, conveyances, statements, financing statements, renewal financing statements, pledge agreements, affidavits, notices and other
agreements, instruments and documents that the Agent may determine necessary in order to perfect and

maintain the security interests and liens granted in this Pledge Agreement and in order to fully consummate all of the transactions contemplated herein; 



        (ix)  to
exchange any of the Pledged Collateral of such Pledgor or other property upon any merger, consolidation, reorganization, recapitalization or other readjustment of
the issuer thereof and, in connection therewith, deposit any of the Pledged Collateral of such Pledgor with any committee, depository, transfer agent, registrar or other designated agency upon such
terms as the Agent may determine; 


         (x)  to
vote for a shareholder, partner or member resolution, or to sign an instrument in writing, sanctioning the transfer of any or all of the Pledged Capital Stock of such
Pledgor into the name of the Agent or one or more of the Lenders or into the name of any transferee to whom the Pledged Capital Stock of such Pledgor or any part thereof may be sold pursuant to  Section 9 hereof; and 


        (xi)  to
do and perform all such other acts and things as the Agent may reasonably deem to be necessary, proper or convenient in connection with the Pledged Collateral of
such Pledgor. 




This
power of attorney is a power coupled with an interest and shall be irrevocable until all of the Credit and Collateral Termination Events have occurred. The Agent shall be under no duty to
exercise or withhold the exercise of any of the rights, powers, privileges and options expressly or implicitly granted to the Agent in this Pledge Agreement, and shall not be liable for any failure to
do so or any delay in doing so. The Agent shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law in its individual capacity or its capacity as
attorney-in-fact except acts or omissions resulting from its gross negligence or willful misconduct. This power of attorney is conferred on the Agent solely to protect,
preserve and realize upon its security interest in the Pledged Collateral. 


        (b)    Assignment by the Agent.    The Agent may from time to time assign the Pledgor Obligations or any portion
thereof and/or the Pledged Collateral or any portion thereof, and the assignee shall be entitled to all of the rights and remedies of the Agent under this Pledge Agreement in relation thereto. 


        (c)    The Agent's Duty of Care.    Other than the exercise of reasonable care to ensure the safe custody of the
Pledged Collateral while being held by the Agent hereunder, the Agent shall have no duty or liability to preserve rights pertaining thereto, it being understood and agreed that Pledgors shall be
responsible for preservation of all rights in the Pledged Collateral of such Pledgor, and the Agent shall be relieved of all responsibility for Pledged Collateral upon surrendering it or tendering the
surrender of it to the Pledgors. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if such Pledged Collateral is
accorded treatment substantially equal to that which the Agent accords its own property, which shall be no less than the treatment employed by a reasonable and prudent agent in the industry, it being
understood that the Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any
Pledged Collateral, whether or not the Agent has or is deemed to have knowledge of such matters; or (ii) taking any necessary steps to preserve rights against any parties with respect to any
Pledged Collateral. 


        (d)    Voting Rights in Respect of the Pledged Collateral.    



          (i)  So
long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual
rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and 



         (ii)  Subject
to Subsection (e) of this Section, upon the occurrence and during the continuance of an Event of Default,
all rights of a Pledgor to exercise the voting and other

consensual rights which it would otherwise be entitled to exercise pursuant to paragraph (i) of this Subsection (d) shall cease and all
such rights shall thereupon become vested in the Agent which shall then have the sole right to exercise such voting and other consensual rights. 




        (e)    Dividend and Distribution Rights in Respect of the Pledged Collateral.    



          (i)  So
long as no Event of Default shall have occurred and be continuing and subject to Section 4(b) hereof, each
Pledgor may receive and retain any and all dividends (other than stock or ownership interest dividends and other dividends constituting Pledged Collateral which are addressed hereinabove),
distributions or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit Agreement. 


         (ii)  Upon
the occurrence and during the continuation of an Event of Default: 



        (A)  all
rights of a Pledgor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to
paragraph (i) of this Subsection (e) shall cease and all such rights shall thereupon be vested in the Agent which shall then have the sole right
to receive and hold as Pledged Collateral such dividends, distributions and interest payments; and 



        (B)  all
dividends, distributions and interest payments which are received by a Pledgor contrary to the provisions of clause (A) of this paragraph (ii) shall be
received in trust for the benefit of the Agent, shall be segregated from other property or funds of such Pledgor, and shall be forthwith paid over to the Agent as Pledged Collateral in the exact form
received, to be held by the Agent as Pledged Collateral and as further collateral security for the Pledgor Obligations. 





        (f)    Release of Pledged Collateral.    The Agent may release any of the Pledged Collateral from this Pledge
Agreement or may substitute any of the Pledged Collateral for other Pledged Collateral without altering, varying or diminishing in any way the force, effect, lien, pledge or security interest of this
Pledge Agreement as to any Pledged Collateral not expressly released or substituted, and this Pledge Agreement shall continue as a first priority lien on all Pledged Collateral not expressly released
or substituted. 




        11.    Application of Proceeds.    Upon the occurrence and during the continuation of an Event of Default, any
payments in respect of the Pledgor Obligations and any proceeds of any Pledged Collateral, when received by the Agent or any of the Lenders in cash or its equivalent, will be applied in reduction of
the Pledgor Obligations in the order set forth in Section 2.8(b) of the Credit Agreement, and each Pledgor irrevocably waives the right to direct
the application of such payments and proceeds and acknowledges and agrees that the Agent shall have the continuing and exclusive right to apply and reapply any and all such payments and proceeds in
the Agent's sole discretion, notwithstanding any entry to the contrary upon any of its books and records. 


        12.    Costs of Counsel.    If at any time hereafter, whether upon the occurrence of an Event of Default or not, the
Agent employs counsel to prepare or consider amendments, waivers or consents with respect to this Pledge Agreement, or to take action or make a response in or with respect to any legal or arbitral
proceeding relating to this Pledge Agreement or relating to the Pledged Collateral, or to protect the Pledged Collateral or exercise any rights or remedies under this Pledge Agreement or with respect
to the Pledged Collateral, then the Pledgors agree to promptly pay in accordance with Section 7.8 of the Credit Agreement any and all such
reasonable documented costs and expenses of the Agent or the Lenders, all of which costs and expenses shall constitute Pledgor Obligations hereunder. 


        13.    Continuing Agreement.    



        (a)   Pledge
Agreement shall be a continuing agreement in every respect and shall remain in full force and effect until all of the Credit and Collateral Termination Events
have occurred. Upon the occurrence of all of the Credit and Collateral Termination Events, this Pledge Agreement shall be automatically terminated and the Agent and the Lenders shall, upon the request
and at the expense of the Pledgors, forthwith release all of its liens and security interests hereunder and shall

execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding the foregoing all releases and indemnities
provided hereunder shall survive termination of this Pledge Agreement. 



        (b)   This
Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the
Pledgor Obligations is rescinded or must
otherwise be restored or returned by the Agent or any Lender as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not
been made; provided that in the event payment of all or any part of the Pledgor Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including without
limitation any reasonable legal fees and disbursements) incurred by the Agent or any Lender in defending and enforcing such reinstatement shall be deemed to be included as a part of the Pledgor
Obligations. 




        14.    Amendments; Waivers; Modifications.    This Pledge Agreement and the provisions hereof may not be amended,
waived, modified, changed, discharged or terminated except as set forth in Section 14.9 of the Credit Agreement. 


        15.    Successors in Interest.    This Pledge Agreement shall create a continuing security interest in the Pledged
Collateral and shall be binding upon each Pledgor, its successors and assigns and shall inure, together with the rights and remedies of the Agent and the Lenders hereunder, to the benefit of the Agent
and the Lenders and their successors and permitted assigns; provided, however, that none of the Pledgors
may assign its rights or delegate its duties hereunder without the prior written consent of each Lender or the Required Lenders, as required by the Credit Agreement. 


        16.    Notices.    All notices required or permitted to be given under this Pledge Agreement shall be in conformance
with Section 14.4 of the Credit Agreement. 



        17.    Counterparts.    This Pledge Agreement may be executed in any number of counterparts, each of which where so
executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Pledge Agreement to produce or account for
more than one such counterpart. 


        18.    Headings.    The headings of the sections and subsections hereof are provided for convenience only and shall
not in any way affect the meaning, construction or interpretation of any provision of this Pledge Agreement. 



        19.    Governing Law; Submission to Jurisdiction and Service of Process; Arbitration; Waiver of Jury Trial.    THIS
PLEDGE AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT
TO THE CHOICE OF LAW PROVISIONS THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). The terms of Sections 14.2, 14.3 and
14.4 of the Credit Agreement are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms. 



        20.    Severability.    If any provision of this Pledge Agreement is determined to be illegal, invalid or
unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or
unenforceable provisions. 


        21.    Entirety.    This Pledge Agreement, the other Credit Documents and any Hedging Agreement or agreement
pertaining to Cash Management Products between any Credit Party and any Lender or any affiliate of a Lender represent the entire agreement of the parties hereto and thereto, and supersede all prior
agreements and understandings, oral or written, if any, including any commitment letters or correspondence relating to this Pledge Agreement, the other Credit Documents, any such Hedging Agreement or
agreement pertaining to Cash Management Products or the transactions contemplated herein and therein.




        22.    Survival.    All representations and warranties of the Pledgors hereunder shall survive the execution and
delivery of this Pledge Agreement, the other Credit Documents and any Hedging Agreement or agreement pertaining to Cash Management Products between any Credit Party and any Lender or any affiliate of
a Lender, the delivery of the Notes and the making of the Loans and the issuance of the Letters of Credit under the Credit Agreement. 


        23.    Marshalling.    Neither the Agent nor any Lender shall be under any obligation to marshal any assets in favor
of any Pledgor or any other Person or against or in payment of any or all of the Pledgor Obligations. 


        24.    Subordination and Postponement of Subrogation Rights.    Each Pledgor hereby subordinates any right of
subrogation, indemnity, reimbursement or contribution against the issuer of any Pledged Capital Stock or any other Credit Party arising on account of any disposition of or other realization on the
Pledged Capital Stock by the Agent pursuant to Section 9 to the rights and interests of the Agent in the Pledged Collateral Stock and agrees that it shall not attempt to exercise or realize on
any such rights until all of the Credit and Collateral Termination Events have occurred. 


        25.    Conflicts.    To the extent that any provision of this Pledge Agreement is inconsistent with or conflicts with
any provision of the Credit Agreement, the provision of the Credit Agreement will control. 



        Each
of the parties hereto has caused a counterpart of this Pledge Agreement to be duly executed and delivered as of the date first above written. 



	BORROWER:	 	TRANSMONTAIGNE OPERATING COMPANY L.P.
	

 	
 	

By:	
 	

TransMontaigne Operating GP L.L.C.,

its sole general partner
	

 	
 	

By:	
 	

 	
 	

 
	 	 	 	 	

	 	 	 	 	Name:	 	 
	 	 	 	 	 	 	

	 	 	 	 	Title:	 	 
	 	 	 	 	 	 	

	
LIMITED RECOURSE GUARANTOR:	
 	

TRANSMONTAIGNE PARTNERS L.P.,
	

 	
 	

By:	
 	

TransMontaigne GP L.L.C.,

its sole general partner
	

 	
 	

By:	
 	

 	
 	

 
	 	 	 	 	

	 	 	 	 	Name:	 	 
	 	 	 	 	 	 	

	 	 	 	 	Title:	 	 
	 	 	 	 	 	 	

	 	
    Accepted and agreed to as of the date first above written.
	

 	
 	

WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent
	

 	
 	

By:	
 	

 	
 	

 
	 	 	 	 	

	 	 	 	 	Name:	 	 
	 	 	 	 	 	 	

	 	 	 	 	Title:	 	 
	 	 	 	 	 	 	












Schedule 2(a)  


to 


Pledge
Agreement 


dated
as of [                            ], 200[    ] 


in
favor of Wachovia Bank, National Association, 


as
Agent 


PLEDGED STOCK  


Pledgor: TransMontaigne Partners L.P. 



	Name of Subsidiary
 
	 	Number of

Shares
	 	Certificate

Number
	 	Percentage

Ownership

	TransMontaigne Operating Company L.P.	 	            units of limited partner interest	 	uncertificated	 	 





Pledgor: TransMontaigne Operating Company L.P. 



	Name of Subsidiary
 
	 	Number of Shares
	 	Certificate

Number
	 	Percentage

Ownership

	Coastal Terminals L.L.C.	 	 	 	uncertificated	 	 
	

Razorback L.L.C.	
 	

 	
 	

uncertificated	
 	

 
	

TPSI Terminals L.L.C.	
 	

 	
 	

uncertificated	
 	

 










Exhibit 4(a)  


to 


Pledge
Agreement 


dated
as of May     , 2005 


in
favor of Wachovia Bank, National Association, 


as
Agent 


Irrevocable Stock Power  


FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to 


the
following shares of capital stock of                        ,
a                        corporation:
 



	No. of Shares
	 	Certificate No.

	 	 	 
	 	 	 
	 	 	 





and
irrevocably appoints                        its agent and attorney-in-fact to transfer all or any part of such capital stock and
to take all necessary and appropriate action to
effect any such transfer. The agent and attorney-in-fact may substitute and appoint one or more persons to act for him. 



	 	 	                        ,

a                        corporation
	

 	
 	

By:	
 	

    

	 	 	Name:	 	    

	 	 	Title:	 	    












EXHIBIT E  


[FORM OF] SECURITY AGREEMENT  


        THIS SECURITY AGREEMENT (this "Security Agreement") is entered
into as of May     , 2005, by and among TRANSMONTAIGNE OPERATING COMPANY L.P., a Delaware limited partnership (the "Borrower"), COASTAL
TERMINALS L.L.C., RAZORBACK L.L.C., and TPSI TERMINALS L.L.C., each a Delaware limited liability company (each individually a "Full Recourse Guarantor"
and collectively the "Full Recourse Guarantors"; the Full Recourse Guarantors, together with the Borrower, individually an
"Obligor" and collectively the "Obligors", which terms shall include any Domestic Subsidiary which
becomes an Obligor pursuant to Section 7.15 of the Credit Agreement referred to below) and WACHOVIA BANK, NATIONAL ASSOCIATION, in its capacity
as agent (in such capacity, the "Agent") for the financial institutions from time to time party to the Credit Agreement described below (the
"Lenders"). 


RECITALS  


        WHEREAS, pursuant to that certain Senior Secured Credit Facility, dated as of May 9, 2005 (together with
all modifications, renewals, extensions, supplements and replacements from time to time, the "Credit Agreement"), among the Borrower, the Lenders, Fleet
National Bank and JPMorgan Chase Bank, N.A., as Syndication Agents, BNP Paribas and Société Générale, New York Branch, as the Documentation
Agents, and the Agent, the Lenders have agreed to make Loans and to issue or participate in Letters of Credit upon the terms and subject to the conditions set forth therein; 


        WHEREAS, it is a condition precedent to the effectiveness of the Credit Agreement and the obligations of the Lenders to make their
respective Loans and to issue Letters of Credit under the Credit Agreement that the Obligors shall have executed and delivered this Security Agreement to the Agent for the benefit of the Agent and the
Lenders. 


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


        1.    Definitions.    



        (a)   Unless
otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to such terms in the Credit Agreement, and the following terms which are
defined in the Uniform Commercial Code from time to time in effect in the State of New York (the "UCC") are used herein as so defined: Accessions,
Accounts, As-Extracted Collateral, Certificate of Title, Commodity Accounts, Commodity Contracts, Commodities Intermediary, Consumer Goods, Deposit Accounts, Documents, Equipment, Farm
Products, General Intangibles, Instruments, Inventory, Investment Property, Letter-of-Credit Rights, Manufactured Homes, Proceeds, Commodities Intermediary, Securities,
Security Entitlements, Securities Accounts, Securities Intermediary and Supporting Obligations. For purposes of this Security Agreement, the term
"Lender" shall include any Lender or any Affiliate of any Lender which has entered into any Lender Hedging Agreement or any agreement pertaining to Cash
Management Products. 


        (b)   In
addition, the following terms shall have the following meanings: 


        "Assigned Agreements" has the meaning set forth in clause (l) of Section 2. 


        "Control" means (i) in the case of each Deposit Account, "control" as such term is defined in Section 9-104 of
the UCC, (ii) in the case of any Security Entitlement, "control" as such term is defined in Section 8-106 of the UCC, and (iii) in the case of any Commodity Contract,
"control" as such term is defined in Section 9-106 of the UCC. 


        "Copyright Licenses": any written agreement, naming any Obligor as licensor, granting any right under any Copyright.




        "Copyrights": (a) all registered United States copyrights in all Works, now existing or hereafter created or acquired, all
registrations and recordings thereof, and all applications in connection therewith, including, without limitation, registrations, recordings and applications in the United States Copyright Office, and
(b) all renewals thereof. 


        "Intellectual Property": all Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks, Trademark Licenses and all other
intellectual property of the Obligors. 


        "Patent License": all agreements, whether written or oral, providing for the grant by or to an Obligor of any right to manufacture, use or
sell any invention covered by a Patent. 


        "Patents": (a) all letters patent of the United States or any other country and all reissues and extensions thereof, and
(b) all applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof. 


        "Secured Obligations": (a) all Obligations, howsoever evidenced, created, incurred or acquired, whether primary, secondary, direct
or contingent, or joint and several and (b) all expenses and charges, legal and otherwise, incurred by the Agent and/or the Lenders in collecting or enforcing any Obligations or in realizing on
or protecting any security therefor, including without limitation the security afforded hereunder. 



        "Trademark License": means any agreement, written or oral, providing for the grant by or to an Obligor of any right to use any Trademark,
including, without limitation, any thereof referred to in Schedule 1(b) hereto. 


        "Trademarks": (a) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade
styles, service marks, logos and other source or business identifiers, and the goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof,
and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country
or any political subdivision thereof, or otherwise, and (b) all renewals thereof. 


        "Work": any work which is subject to copyright protection pursuant to Title 17 of the United States Code. 




        2.    Grant of Security Interest in the Collateral.    To secure the prompt payment and performance in full when due,
whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants to the Agent, for the benefit of the Agent and the Lenders, a
continuing security interest in, and a right to set off against, any and all right, title and interest of such Obligor in and to the following, whether now owned or existing or owned, acquired, or
arising hereafter (collectively, the "Collateral"): 



        (a)   all
Accounts; 



        (b)   all
cash and Cash Equivalents; 


        (c)   all
Intellectual Property, including all Copyrights, all Patents and all Trademarks; 


        (d)   all
other General Intangibles; 


        (e)   all
deposit accounts and lockbox accounts, if any, and any replacement or successor accounts relating thereto; 


        (f)    all
Equipment; 


        (g)   all
Documents; 


        (h)   all
Instruments; 


        (i)    all
Inventory;




        (j)    all
Investment Property, including, without limitation, all Commodity Accounts, Commodity Contracts, Securities, Security Entitlements and Securities Accounts; 


        (k)   all
Letter-of-Credit Rights; 


        (l)    all
agreements, contracts, licenses, or hedging arrangements now or hereafter entered into by an Obligor that constitute General Intangibles, as such agreements may be
amended or otherwise modified from time to time (collectively, the "Assigned Agreements"), including, without limitation, (i) all rights of an
Obligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all rights of an Obligor to receive proceeds of any insurance, indemnity, warranty or guaranty
with respect to the Assigned Agreements, (iii) claims of an Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (iv) the right of an Obligor
to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; 


        (m)  all
Supporting Obligations; 


        (n)   all
books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software (owned by such Obligor or in which it has
an interest) that at any time evidence or contain information relating to any Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and 



        (o)   to
the extent not otherwise included, all Accessions, Proceeds and products of any and all of the foregoing. 




        The
Obligors and the Agent, for itself and on behalf of the Lenders, hereby acknowledge and agree that the security interest created hereby in the Collateral (i) constitutes
continuing collateral security for all of the Secured Obligations, whether now existing or hereafter arising and (ii) is not to be construed as an assignment of any Intellectual Property. Any
of the foregoing to the contrary notwithstanding, the "Collateral" shall not include, and the security interest granted herein shall not attach to, any
asset subject to a rule of law, statute or regulation or of a lease agreement or any general intangible (including a contract, permit, license or franchise) or a Permitted Lien, where the grant of
such security interest would invalidate or constitute a breach or violation of any such rule of law, statute, regulation, lease agreement or general intangible or agreement or agreements creating or
giving rise to such Permitted Lien, provided that the limitation set forth in this sentence shall (i) exist only for so long as such rule of law, statute, regulation, lease agreement or general
intangible or agreement and the Permitted Lien created therein continue to be effective (and, upon the cessation, termination, expiration of such rule of law, statute, regulation, lease agreement or
general intangible or Permitted Lien, or if any such rule of law, statute or regulation is no longer applicable, the security interest granted herein shall be deemed to have automatically attached to
such asset) and (ii) not apply with respect to any asset if and to the extent that the prohibition or restriction on the security interest in and to such asset granted in this Agreement is
rendered ineffective under Sections 9-406, 9-407, 9-408, or 9-409 of the UCC. 


        3.    Provisions Relating to Accounts and Assigned Agreements.    



        (a)   Anything
herein to the contrary notwithstanding, nothing contained herein shall relieve any of the Obligors under each of its Accounts and Assigned Agreements to observe
and perform all the conditions and obligations to be observed and performed by it thereunder. Neither the Agent nor any Lender shall have any obligation or liability under any Account (or any
agreement giving rise thereto) and Assigned Agreements by reason of or arising out of this Security Agreement or the receipt by the Agent or any Lender of any payment relating to such Account or
Assigned Agreement pursuant hereto, nor shall the Agent or any Lender be obligated in any manner to perform any of the obligations of an Obligor under or pursuant to any Account (or any agreement
giving rise thereto) or Assigned Agreement to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any
party under any Account (or any agreement giving rise thereto) or Assigned Agreement, to present or file any claim, to take any action to enforce any performance or to

collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. 


        (b)   Upon
the Agent's request and at the expense of the Obligors, the Obligors shall cause independent public accountants or others satisfactory to the Agent to furnish to
the Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts; provided,  however, that, unless an Event
of Default has occurred and is continuing, the Agent shall not be entitled to make such request more than twice every
twelve (12) months. Upon the occurrence and during the continuance of an Event of Default, the Agent in its own name or in the name of others may communicate with account debtors on the
Accounts to verify with them to the Agent's satisfaction the existence, amount and terms of any Accounts. 




        4.    Representations and Warranties.    Each Obligor hereby represents and warrants to the Agent, for the benefit of
the Lenders, that until all of the Credit and Collateral Termination Events have occurred: 



        (a)    Ownership.    Such Obligor is the legal and beneficial owner of its Collateral and has the right to pledge,
sell, assign or transfer the same. 


        (b)    Security Interest/Priority.    This Security Agreement creates a valid security interest in favor of the Agent,
for the benefit of the Lenders, in the Collateral of such Obligor and, when properly perfected by filing or upon the Agent's obtaining Control of such Collateral, shall constitute a valid first
priority, perfected security interest in such Collateral, to the extent such security interest can be perfected by filing or through Control under the UCC, free and clear of all Liens except for
Permitted Liens. 


        (c)    Consents.    Except for the filing or recording of UCC termination statements, UCC financing statements or
obtaining Control to perfect the Liens created by this Security Agreement that may be perfected through the filing of a UCC financing statement or obtaining Control, no consent or
authorization of, filing with, or other act by or in respect of, any arbitrator or Governmental Authority and no consent of any other Person (including, without limitation, any stockholder, member or
creditor of such Obligor), is required (except as such have been duly obtained, made or given and are in full force and effect) (i) for the grant by such Obligor of the security interest in the
Collateral granted hereby or for the execution, delivery or performance of this Security Agreement by such Obligor or (ii) for the perfection of such security interest or the exercise by the
Agent of the rights and remedies provided for in this Security Agreement. 


        (d)    Types of Collateral.    None of the Collateral consists of, or is the Proceeds of, As-Extracted
Collateral, Consumer Goods, Farm Products, Manufactured Homes or standing timber (as such term is used in the UCC). 



        (e)    Accounts.    With respect to such Obligor's Accounts: (i) the goods sold, rented or leased, licensed, or
assigned and/or services furnished giving rise to each Account are not subject to any security interest or Lien except the first priority, perfected security interest granted to the Agent herein and
except for Permitted Liens; (ii) each Account and the papers and documents of the applicable Obligor relating thereto are genuine and in all material respects what they purport to be;
(iii) each Account arises out of a bona fide transaction for goods sold and delivered (or in the process of being delivered), leased, licensed, or assigned by such Obligor or for services
actually rendered by such Obligor, which transaction was conducted in the ordinary course of the Obligor's business and was completed in all material respects in accordance with the terms of any
documents pertaining thereto; (iv) no Account of such Obligor is evidenced by any Instrument unless such Instrument has been endorsed over and delivered to, or submitted to the control of, the
Agent; (v) the amount of each Account as shown on the applicable Obligor's books and records, and on all invoices and statements which may be delivered to the Agent with respect thereto, is due
and payable to such Obligor; (vi) to such Obligors' knowledge, the account debtor with respect to each Account has the capacity to contract; (vii) to such Obligor's knowledge, there are
no proceedings or actions that are threatened or pending against any account debtor whose business is material to

the Credit Parties and their Subsidiaries taken as a whole that are reasonably likely to have a Material Adverse Change and (viii) no surety bond was required or given in connection with any
Account of such Obligor or the contracts or purchase orders out of which they arose. 


        (f)    Inventory.    None of any Obligor's Inventory has been produced or refined by such Obligor, all of such
Inventory having been purchased by such Obligor from third party producers and refineries. 


        (g)    Intellectual Property.    



          (i)  As
of the Closing Date, there is no Intellectual Property, and unless there is a material change in the business practices of the Obligors, they do not anticipate the
creation or acquisition of any Intellectual
Property. In the event any Obligor creates or acquires any Intellectual Property, it will notify the Agent thereof and provide to the Agent a schedule of Intellectual Property (the
"Intellectual Property Schedule" showing all such Pledged Intellectual Property which is owned by or licensed (pursuant to a written license) by or to
such Obligor as of the date thereof. Such Intellectual Property Schedule shall show the place, if any, in which each such Intellectual Property is registered. Clauses (ii) through (vii) below
shall apply only to any Intellectual Property that is required to be described in a Intellectual Property Schedule furnished pursuant to the foregoing. 


         (ii)  Except
as set forth in a Intellectual Property Schedule, all such Intellectual Property of such Obligor is valid, subsisting, unexpired, enforceable and has not been
abandoned, and such Obligor is legally entitled to use each of any Trademarks. 


        (iii)  Except
as set forth in a Intellectual Property Schedule, none of such Obligor's Intellectual Property is the subject of any licensing or franchise agreement. 


        (iv)  No
holding, decision or judgment has been rendered by any Governmental Authority which would materially limit, cancel or question the validity of any Intellectual
Property of such Obligor. 


         (v)  No
action or proceeding is pending seeking to limit, cancel or question the validity of any Intellectual Property of such Obligor in any material respect, or which, if
adversely determined, would have a material adverse effect on the value of any such Intellectual Property. 


        (vi)  All
applications pertaining to any Intellectual Property of such Obligor have been duly and properly filed, and all registrations or letters pertaining to such
Intellectual Property have been duly and properly filed and issued, and all of such Intellectual Property is valid and enforceable. 


       (vii)  Such
Obligor has not made any assignment or agreement respecting any Intellectual Property that would conflict with the security interest of the Agent in such
Intellectual Property granted hereunder, except as permitted by the Credit Agreement or other Credit Documents. 




        (h)    Documents and Instruments.    All Documents and Instruments are, to such Obligor's knowledge, complete, valid,
and genuine. 


        (i)    Restrictions on Security Interest.    Such Obligor is not party to any license or other agreements that would
materially limit the Agent's (or any of the Agent's transferees) right to sell, lease, or otherwise use any Inventory upon the Agent's proper exercise of its remedies hereunder and under the other
Credit Documents. 


        (j)    Purchase of Collateral.    Within the 12-month period preceding the Closing Date, none of the
Obligors has purchased any of the Collateral consisting of goods in a transaction that to the Obligors' knowledge, was outside the ordinary course of the business of such Obligor's seller.






        5.    Covenants.    Each Obligor covenants that, until all of the Credit and Collateral Termination Events have
occurred, such Obligor shall: 



        (a)    Other Liens.    Use commercially reasonable efforts to defend the Collateral against the claims and demands of
all other parties claiming an interest therein, and keep the Collateral free from all Liens, except for Permitted Liens. Such Obligor shall not sell, exchange, transfer, assign, lease or otherwise
dispose of any of the Collateral or any interest therein, except as permitted under the Credit Agreement or the other Credit Documents. 



        (b)    Preservation of Collateral.    Use commercially reasonable efforts to keep the Collateral in good order,
condition and repair in all material respects; not use the Collateral in any material respect in violation of the provisions of this Security Agreement; not use the Collateral in any material respect
in violation of any other agreement relating to the Collateral or any policy insuring the Collateral or any applicable statute, law, bylaw, rule, regulation or ordinance; and not permit any Collateral
to be or become a fixture to real property or an accession to other personal property unless the Agent has a valid, perfected and first priority security interest for the benefit of the Agent and the
Lenders in such real or personal property. 


        (c)    Possession or Control of Certain Collateral.    If (i) any amount in excess of $1,000,000 payable to any
Obligor under or in connection with any of the Collateral shall be or become evidenced by any Instrument, or Supporting Obligation or (ii) if any Collateral shall be stored or shipped subject
to a Document or (iii) if any Collateral shall consist of Investment Property in the form of certificated securities, immediately notify the Agent of the existence of such Collateral and, at
the request of the Agent, deliver such Instrument, Supporting Obligation, Document or Investment Property to the Agent, duly endorsed in a manner satisfactory to the Agent (or, with respect to
certificated securities, provide duly executed blank stock powers in such form as may be reasonably requested by the Agent), to be held as Collateral pursuant to this Security Agreement. If any
Collateral shall consist of Deposit Accounts, Letter-of-Credit Rights or uncertificated Investment Property, execute and deliver (and, with respect to any Collateral consisting
of uncertificated Investment Property, cause the Securities Intermediary or Commodities Intermediary with respect to such Investment Property to execute and deliver) to the Agent, upon the Agent's
request, all control agreements, assignments, instruments or other documents as reasonably requested by the Agent for the purposes of obtaining and maintaining Control of such Collateral. 



        (d)    Changes in Corporate Structure or Location.    Except as otherwise permitted in the Credit Agreement, not,
without providing 30 days prior written notice to the Agent and without filing (or confirming that the Agent has filed) such amendments to any previously filed financing statements as the Agent
may require, (i) alter its corporate existence or, in one transaction or a series of transactions, merge into or consolidate with any other entity, or sell all or substantially all of its
assets, (ii) change its state of incorporation or formation, (iii) change its registered corporate name, (iv) change the location of its chief executive office and chief place of
business (as well as its books and records) from the locations set forth on Schedule 4(a)(i) hereto. 


        (e)    Inspection.    Allow the Agent or its representatives to visit and inspect the Collateral as set forth in  Section 7.6
of the Credit Agreement. 


        (f)    Perfection of Security Interest.    Such Obligor hereby authorizes the Agent to prepare and file such financing
statements (including renewal statements and in lieu statements) or amendments thereof or supplements thereto or other instruments as the Agent may from time to time deem necessary or appropriate to
perfect and maintain the security interests granted hereunder in accordance with the UCC and, subject to Permitted Liens, to ensure the first priority of such security interests. Any financing
statement filed by the Agent may contain a general description of the collateral covered thereby, as permitted by the UCC, which states that the security interest attaches to all personal property or
to all assets of the debtor. Such Obligor shall from time to time upon request by the Agent also execute and deliver to the Agent such agreements, assignments or instruments (including affidavits,
notices, reaffirmations and amendments and restatements of existing documents, as the Agent may reasonably request) and do


all such other things as the Agent may reasonably deem necessary or appropriate (i) to assure the Agent that its security interests hereunder are perfected and, subject to Permitted Liens, of
the first priority, including, without limitation, (A) such financing statements (including renewal statements and in lieu statements) or amendments thereof or supplements thereto or other
instruments as the Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder and to ensure the first priority (subject to Permitted
Liens) thereof in accordance with the UCC, (B) with regard to any material Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in
the form of Schedule 5(f)(i) attached hereto, (C) with regard to any material Patents, a Notice of Grant of Security Interest in Patents
for filing with the United States Patent and Trademark Office in the form of Schedule 5(f)(ii) attached hereto and (D) with regard to any
material Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of  Schedule 5(f)(iii) attached hereto,
(ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and
assure the Agent of its rights and interests hereunder. Each Obligor hereby irrevocably authorizes and appoints the Agent as such Obligor's attorney-in-fact, at such Obligor's
cost and expense, to file, record and register any and all of the Lenders' security interest in any material Intellectual Property of the Obligors with the United States Patent and Trademark Office or
the United States Copyright Office. In the event for any reason the law of any jurisdiction other than New York becomes or is applicable to the Collateral of any Obligor or any part thereof, or to any
of the Secured Obligations, such Obligor agrees from time to time upon request of the Agent to execute and deliver all such instruments and to do all such other things as the Agent in its reasonable
discretion deems necessary or appropriate to preserve, protect and enforce the security interests of the Agent and the first priority thereof (subject to Permitted Liens) under the law of such other
jurisdiction (and, if such Obligor shall fail to do so promptly upon the request of the Agent, then the Agent may execute any and all such requested documents on behalf of such Obligor pursuant to the
power of attorney granted hereinabove). Such Obligor agrees to mark its books and records to reflect the security interest of the Agent in the Collateral. 


        (g)    Treatment of Accounts.    (i) Comply in all material respects with all reporting requirements set forth
in the Credit Agreement with respect to Accounts, (ii) not grant or extend the time for payment of any Account, or compromise or settle any Account for less than the full amount thereof, or
release any person or property, in whole or in part, from payment thereof, or allow any credit or discount thereon, in each case other than as normal and customary in the ordinary course of such
Obligor's business, (iii) maintain at its principal place of business a record of Accounts consistent with its customary business practices, (iv) upon the occurrence and during the
continuation of any Event of Default, set aside and hold as trustee for the Agent any merchandise that is returned by a customer or account debtor or otherwise recovered. Unless and until an Event of
Default occurs and is continuing, such Obligor may settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries and grant discounts, credits and
allowances in the ordinary course of its business as presently conducted and otherwise for amounts and on terms which such Obligor in good faith considers advisable. However, upon the occurrence of
any Event of Default and during the continuation thereof, if so instructed by the Agent, such Obligor shall settle and adjust disputes and claims, at no expense to the Agent, but no discount, credit
or allowance other than on normal trade terms in the ordinary course of business shall be granted to any customer or account debtor and no returns of merchandise shall be accepted by such Obligor
without the Agent's consent. The Agent may (but shall not be required to), at all times upon the occurrence of any Event of Default and during the continuation thereof, settle or adjust disputes and
claims directly with customers or account debtors for amounts and upon terms which the Agent considers advisable.




        (h)    Covenants Relating to Inventory.    



          (i)  Use
commercially reasonable efforts to maintain, keep and preserve its Inventory in good salable condition at its own cost and expense, in accordance with the
provisions of the Credit Agreement. 


         (ii)  Comply
with all reporting requirements set forth in the Credit Agreement with respect to Inventory. 


        (iii)  If
any item of Inventory having a book value of greater than $1,000,000 is at any time evidenced by a Pledged Document, promptly upon request by the Agent, deliver
such document of title to the Agent. 




        (i)    Covenants Relating to Copyrights.    The covenants contained in this Section 5(i) apply only to any
material Copyright that is required to be described in a Pledged Intellectual Property Schedule furnished pursuant to the foregoing. 



          (i)  Employ
such material Copyright for each Work with such notice of copyright as may be required by law to secure copyright protection. 


         (ii)  Not
do any act or knowingly omit to do any act whereby any material Copyright may become invalidated and (A) not do any act, or knowingly omit to do any act,
whereby any material Copyright may become injected into the public domain; (B) notify the Agent immediately if it knows, or has reason to know, that any material Copyright may become injected
into the public domain or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any court or tribunal in the
United States or any other country) regarding such Obligor's ownership of any such material Copyright or its validity; (C) take all necessary steps as it shall deem appropriate under the
circumstances, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of such material Copyright owned by such Obligor including, without
limitation, filing of applications for renewal where necessary; and (D) promptly notify the Agent of any material infringement of any material Copyright of such Obligor of which it becomes
aware and take such actions as it shall reasonably deem appropriate under the circumstances to protect such material Copyright, including, where appropriate, the bringing of suit for infringement,
seeking injunctive relief and seeking to recover any and all damages for such infringement. 


        (iii)  Not
make any assignment or agreement in conflict with the security interest in the material Copyrights of such Obligor hereunder. 




        (j)    Covenants Relating to Patents and Trademarks.    The covenants contained in this Section 5(j) apply only
to any material Patents and material Trademarks that are required to be described in a Intellectual Property Schedule furnished pursuant to the foregoing. 



          (i)  (A) Continue
to use each material Trademark on each and every trademark class of goods applicable to its current line as reflected in its current catalogs,
brochures and price lists to maintain such material Trademark in full force free from any claim of abandonment for non-use, (B) maintain as in the past the quality of products and
services offered under such material Trademark, (C) employ such material Trademark with the appropriate notice of registration, (D) not adopt or use any mark which is confusingly similar
or a colorable imitation of such material Trademark unless the Agent, for the benefit of the Lenders, shall obtain a perfected security interest in such mark pursuant to this Security Agreement, and
(E) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any material Trademark may become invalidated. 


         (ii)  Not
do any act, or omit to do any act, whereby any material Patent may become abandoned or dedicated. 












        (iii)  Promptly
notify the Agent if it knows, or has reason to know, that any application or registration relating to any material Patent or material Trademark may become
abandoned or dedicated, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United
States Patent and Trademark Office or any court or tribunal in any country) regarding such Obligor's ownership of any such material Patent or material Trademark or its right to register the same or to
keep, maintain and use the same. 


        (iv)  Whenever
such Obligor, either by itself or through an agent, employee, licensee or designee, shall file an application for the registration of any material Patent or
material Trademark with the United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof, such Obligor shall report such filing
to the Agent and the Lenders within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Agent, such Obligor shall execute and deliver any and
all agreements, instruments, documents and papers as the Agent may request to evidence the Agent's and the Lenders' security interest in any material Patent or material Trademark and the goodwill and
general intangibles of such Obligor relating thereto or represented thereby. 


         (v)  Take
all reasonable and necessary steps, including, without limitation, in any proceeding before the United States Patent and Trademark Office, or any similar office or
agency in any other country or any political subdivision thereof, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of the material
Patents and material Trademarks, including, without limitation, filing of applications for renewal, affidavits of use and affidavits of incontestability. 



        (vi)  Promptly
notify the Agent and the Lenders after it learns that any material Patent or material Trademark included in the Collateral is infringed, misappropriated or
diluted by a third party and promptly sue for infringement, misappropriation or dilution, to seek injunctive relief where appropriate and to recover any and all damages for such infringement,
misappropriation or dilution, or take such other actions as it shall reasonably deem appropriate under the circumstances to protect such material Patent or material Trademark. 


       (vii)  Not
make any assignment or agreement in conflict with the security interest in the material Patents or material Trademarks of such Obligor created hereunder or under
any other Credit Document. 




        (k)    Bank Accounts.    At all times, maintain any lockbox accounts and the deposit accounts and any replacement or
successor accounts relating thereto in accordance with the terms of the Deposit Account Control Agreements, if any, and cause all amounts received in any lockboxes relating thereto to be deposited
into the applicable lockbox account or the deposit account, as the case may be, and to be applied as set forth in the applicable Deposit Account Control Agreement, it being acknowledged that there are
no lockboxes or lockbox accounts as of the date hereof, and references herein to the lockboxes and lockbox accounts shall be effective only if and when any of them are established. All
amounts on deposit in the lockbox accounts, the deposit accounts and any replacement or successor account relating thereto shall be subject to the Lien of the Agent hereunder. 


        (l)    Insurance.    Insure, repair and replace the Collateral of such Obligor as set forth in the Credit Agreement.
All insurance proceeds shall be subject to the security interest of the Agent hereunder. 


        (m)    Covenants Relating to the Assigned Agreements.    



          (i)  Upon
the reasonable request of the Agent, such Obligor shall, at its expense, (A) furnish to the Agent copies of all material notices, requests and other
documents received by such Obligor under or pursuant to the Assigned Agreements, and such other information and reports regarding the Assigned Agreements and (B) make to any other party to any

Assigned Agreement such demands and requests for information and reports or for action as such Obligor is entitled to make thereunder. 


         (ii)  Unless
such Obligor believes it is necessary in the prudent conduct of its business, such Obligor shall not (A) cancel or terminate any Assigned Agreement of
such Obligor or consent to or accept any cancellation or termination thereof; (B) amend or otherwise modify any Assigned Agreement of such Obligor or give any consent, waiver or approval
thereunder; (C) waive any material default under or breach of any Assigned Agreement of such Obligor; or (D) take any other action in connection with any Assigned Agreement of such
Obligor which would materially impair the value of the interest or rights of such Obligor thereunder or which would impair the interests or rights of the Agent. 





        6.    Special Provisions Relating to Accounts.    Anything herein to the contrary notwithstanding, nothing contained
herein shall relieve any of the Obligors from any obligation under each of the Accounts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in
accordance with the terms of any agreement giving rise to each such Account. Neither the Agent nor any Lender shall have any obligation or liability under any Account (or any agreement giving rise
thereto) by reason of or arising out of this Security Agreement or the receipt by the Agent or any Lender of any payment relating to such Account pursuant hereto, nor shall the Agent or any Lender be
obligated in any manner to perform any of the obligations of an Obligor under or pursuant to any Account (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the
nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party under any Account (or any agreement giving rise thereto), to present or file any claim,
to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. 


        7.    Special Provisions Regarding Inventory.    



        (a)   Notwithstanding
anything to the contrary contained in this Security Agreement, each Obligor may, unless and until an Event of Default occurs and is continuing and the
Agent instructs such Obligor otherwise, without further consent or approval of the Agent, use, consume, sell, rent, lease and exchange the Inventory in the ordinary course of its business as presently
conducted, whereupon, in the case of such a sale or exchange, the security interest created hereby in the Inventory so sold or exchanged (but not in any proceeds arising from such sale or exchange)
shall cease immediately without any further action on the part of the Agent. 


        (b)   Upon
the Lenders' making any Loan pursuant to the Credit Agreement or the Issuing Bank issuing any Letter of Credit pursuant to the Credit Agreement, each Obligor shall
be deemed to have warranted that all warranties of such Obligor set forth in this Security Agreement with respect to its Inventory are true and correct in all material respects with respect to such
Inventory. 




        8.    Performance of Obligations; Advances by Agent.    Upon the occurrence and during the continuance of an Event of
Default, upon the failure of any Obligor to perform any of the covenants and agreements contained herein, the Agent may, in its reasonable discretion, perform or cause to be performed the same and in
so doing may (but shall have no obligation to do so) expend such sums as the Agent may reasonably deem advisable in the performance thereof, including, without limitation, the payment of any insurance
premiums, the payment of any taxes, a payment to obtain a release of a Lien or potential Lien (other than a Permitted Lien), expenditures made in defending against any adverse claim (other than a
Permitted Lien) and all other expenditures which the Agent or the Lenders may make for the protection of the security interest hereof or may be compelled to make by operation of law. All such sums and
amounts so expended shall be repayable by the Obligors as provided in Section 7.8 of the Credit Agreement, shall constitute additional Secured
Obligations and shall bear interest from the date said amounts are expended at the default rate set forth in Section 4.2 of the Credit Agreement
for Revolving Loans that are Base Rate Loans. No such performance of any covenant or agreement by the Agent or the Lenders on behalf of any Obligor, and no such advance or expenditure therefor, shall
relieve the Obligors of any default under the terms of this Security


Agreement, the other Credit Documents or any Lender Hedging Agreement. The Agent may make any payment hereby authorized in accordance with any bill, statement or estimate procured from the appropriate
public office or holder of the claim to be discharged without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax assessment, sale, forfeiture, tax lien,
title or claim except to the extent such payment is being contested in good faith by an Obligor in appropriate proceedings and against which adequate reserves are being maintained in accordance with
GAAP. 


        9.    Events of Default.    



        An
Event of Default under the Credit Agreement shall be an Event of Default hereunder (an "Event of Default"). 


        10.    Remedies.    



        (a)    General Remedies.    Upon the occurrence of an Event of Default and during continuation thereof, the Agent and
the Lenders shall have, in addition to the rights and remedies provided herein, in the Credit Documents, or (as to any Lender or its affiliate that is party thereto) in any Lender Hedging Agreement or
in any agreement pertaining to Cash Management Products or by law (including, but not limited to, levy of attachment, garnishment and the rights and remedies set forth in the Uniform Commercial Code
of the jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction where the rights and
remedies are asserted and regardless of whether the UCC applies to the affected Collateral), and further, the Agent may, with or without judicial process or the aid and assistance of others,
(i) enter on any premises on which any of the Collateral may be located and, without resistance or interference by the Obligors, take possession of the Collateral, (ii) dispose of any
Collateral on any such premises, (iii) require the Obligors to assemble and make available to the Agent at the expense of the Obligors any Collateral at any place and time designated by the
Agent which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) at any
place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at
such prices and upon such terms as the Agent deems advisable, in its sole discretion. The Obligors agree that they shall not assert that any action taken by the Agent in compliance with any applicable
state or federal law in the conduct of such sale, nor in disclaiming any warranties relating to the Collateral, made such sale not commercially reasonable. In addition to all other sums due the Agent
and the Lenders with respect to the Secured Obligations, the Obligors shall pay the Agent and each of the Lenders all reasonable costs and expenses incurred by the Agent or any such Lender, including,
but not limited to, reasonable attorneys' fees and court costs, in obtaining or liquidating the Collateral in enforcing payment of the Secured Obligations, or in the prosecution or defense of any
action or proceeding by or against the Agent or the Lenders or the Obligors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations,
including, without limitation, any of the foregoing arising in, arising under or related to a case under any bankruptcy, insolvency or similar law. To the extent the rights of notice cannot be legally
waived hereunder, each Obligor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Obligors in accordance with the
notice provisions of Section 14.4 of the Credit Agreement at least ten (10) days before the time of sale or other event giving rise to the
requirement of such notice. The Agent and the Lenders shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by
law, the Agent and any Lender may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Obligors hereby waives all of its rights of redemption with respect to any
such sale. Subject to the provisions of applicable law, the Agent and the Lenders may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time
and place of such sale, and such sale may, without further notice, to the extent permitted by law, be made at the time and place to which the sale was


postponed, or the Agent and the Lenders may further postpone such sale by announcement made at such time and place. 


        (b)    Remedies Relating to Accounts.    Upon the occurrence of an Event of Default and during the continuation
thereof, whether or not the Agent has exercised any or all of its rights and remedies hereunder, the Agent shall have the right to (i) enforce any Obligor's rights against any account debtors
and obligors on such Obligor's Accounts (ii) notify (or cause its designee to notify) any Obligor's customers and account debtors that the Accounts of such Obligor have been assigned to the
Agent or
of the Agent's security interest therein, (iii) (either in its own name or in the name of an Obligor or both) demand, collect, receive, take receipt for, sell, sue for, compound, settle,
compromise and give acquittance for any and all amounts due or to become due on any Account, and (iv) in the Agent's discretion, file any claim or take any other action or proceeding to protect
and realize upon the security interest of the Lenders in the Accounts. Each Obligor acknowledges and agrees that, after the occurrence and during the continuance of any Event of Default, the Proceeds
of its Accounts remitted to or on behalf of the Agent in accordance with the provisions hereof shall be solely for the Agent's own convenience and that such Obligor shall not have any right, title or
interest in such Proceeds or in any such other amounts except as expressly provided herein. The Agent and the Lenders shall have no liability or responsibility to any Obligor for acceptance of a
check, draft or other order for payment of money bearing the legend "payment in full" or words of similar import or any other restrictive legend or endorsement or be responsible for determining the
correctness of any remittance. If any lockboxes are established, the Agent shall have no obligation to apply or give credit for any item included in proceeds of Accounts or other Collateral until the
applicable lockbox bank has received final payment therefor at its offices in cash. However, if the Agent does permit credit to be given for any item prior to a lockbox bank receiving final payment
therefor and such lockbox bank fails to receive such final payment or an item is charged back to the Agent or any lockbox bank for any reason, the Agent may at its election in either instance charge
the amount of such item back against any such lockbox accounts, together with interest thereon at a rate per annum equal to the Default Rate set forth in  Section 4.2 of the Credit Agreement. Each
Obligor hereby agrees to indemnify the Agent and the Lenders from and against all liabilities, damages,
losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys' fees suffered or incurred by the Agent or the Lenders (each, an "Indemnified
Party") because of the maintenance of the foregoing arrangements except as relating to or arising out of the gross negligence or willful misconduct of an Indemnified Party or
its officers, employees or agents. In the case of any investigation, litigation or other proceeding, the foregoing indemnity shall be effective whether or not such investigation, litigation or
proceeding is brought by an Obligor, its directors, shareholders or creditors or an Indemnified Party or any other Person or any other Indemnified Party is otherwise a party thereto. The Agent shall
have no liability or responsibility to any Obligor for a Depository Bank ("Depository Bank", as used herein, means any Bank that executes a Deposit
Account Control Agreement in connection with the Credit Agreement) accepting any check, draft or other order for payment of money bearing the legend "payment in full" or words of similar import or any
other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of any remittance (it being understood that this sentence shall in no way affect the liability or
responsibility of any such Depository Bank). 


        (c)    Access.    In addition to the rights and remedies hereunder, upon the occurrence of an Event of Default and
during the continuation thereof, (i) the Agent shall have the right to enter and remain upon the various premises of the Obligors without cost or charge to the Agent, and use the same, together
with materials, supplies, books and records of the Obligors for the purpose of collecting and liquidating the Collateral, or for preparing for sale and conducting the sale of the Collateral, whether
by foreclosure, auction or otherwise, (ii) the Agent may remove Collateral, or any part thereof, from such premises and/or any records with respect thereto, in order to effectively collect or
liquidate such Collateral and (iii) if the Agent exercises its right to take possession of the Collateral, each Obligor shall also at its expense perform any and all other steps reasonably
requested by the Agent to preserve and protect the security interest hereby granted in

the Collateral, such as placing and maintaining signs indicating the security interest of the Agent, appointing overseers for the Collateral and maintaining inventory records. 



        (d)    Nonexclusive Nature of Remedies.    Failure by the Agent or the Lenders to exercise any right, remedy or option
under this Security Agreement, any other Credit Document, any Lender Hedging Agreement or as provided by law, or any delay by the Agent or the Lenders in exercising the same, shall not operate as a
waiver of any such right, remedy or option. No waiver hereunder shall be effective unless it is in writing, signed by the party against whom such waiver is sought to be enforced and then only to the
extent specifically stated, which in the case of the Agent or the Lenders shall only be granted as provided herein. To the extent permitted by law, neither the Agent, the Lenders, nor any party acting
as attorney for the Agent or the Lenders, shall be liable hereunder for any acts or omissions or for any error of judgment or mistake of fact or law other than their gross negligence or willful
misconduct hereunder. The rights and remedies of the Agent and the Lenders under this Security Agreement shall be cumulative and not exclusive of any other right or remedy which the Agent or the
Lenders may have. 


        (e)    Retention of Collateral.    The Agent may, after providing the notices required by
Section 9-620 of the UCC or otherwise complying with the requirements of applicable law of the relevant jurisdiction, accept or retain the Collateral in full or partial satisfaction
of the Secured Obligations. Unless and until the Agent shall have provided such notices, however, the Agent shall not be deemed to have retained any Collateral in satisfaction of any Secured
Obligations for any reason. 


        (f)    Deficiency.    In the event that the proceeds of any sale, collection or realization are insufficient to pay
all amounts to which the Agent or the Lenders are legally entitled, the Obligors shall be jointly and severally liable for the deficiency, together with interest thereon at the Default Rate set forth
in Section 4.2 of the Credit Agreement, together with the costs of collection and the reasonable fees of any attorneys employed by the Agent to
collect such deficiency. Any surplus remaining after the full payment and satisfaction of the Secured Obligations shall be returned to the Obligors or to whomsoever a court of competent jurisdiction
shall determine to be entitled thereto. 


        (g)    Other Security.    To the extent that any of the Secured Obligations are now or hereafter secured by property
other than the Collateral (including, without limitation, real and personal property owned by an Obligor), or by a guarantee, endorsement or property of any other Person, then the Agent and the
Lenders shall have the right to proceed against such other property, guarantee or endorsement upon the occurrence of any Event of Default, and the Agent and the Lenders have the right, in their sole
discretion, to determine which rights, security, liens, security interests or remedies the Agent and the Lenders shall at any time pursue, relinquish, subordinate, modify or take with respect thereto,
without in any way modifying or affecting any of them or any of the Agent's and the Lenders' rights or the Secured Obligations under this Security Agreement, under any other of the Credit Documents or
under any Lender Hedging Agreement or agreement pertaining to Cash Management Products (to the extent the obligations of such Obligor thereunder constitute Secured Obligations). 




        11.    Rights of the Agent.    



        (a)    Power of Attorney.    Each Obligor hereby designates and appoints the Agent, on behalf of the Lenders, and each
of its designees or agents, as attorney-in-fact of such Obligor, irrevocably and with power of substitution, with authority to take any or all of the following actions upon the
occurrence and during the continuation of an Event of Default: 



          (i)  to
demand, collect, settle, compromise, adjust, give discharges and releases, all as the Agent may reasonably determine; 



         (ii)  to
commence and prosecute any actions at any court for the purposes of collecting any Collateral and enforcing any other right in respect thereof;




        (iii)  to
defend, settle, adjust or compromise any action, suit or proceeding brought and, in connection therewith, give such discharge or release as the Agent may deem
reasonably appropriate; 


        (iv)  to
receive, open and dispose of mail addressed to an Obligor and endorse checks, notes, drafts, acceptances, money orders, bills of lading, warehouse receipts or other
instruments or documents evidencing payment, shipment or storage of the goods giving rise to the Collateral of such Obligor, or securing or relating to such Collateral, on behalf of and in the name of
such Obligor; 


         (v)  to
sell, assign, transfer, make any agreement in respect of, or otherwise deal with or exercise rights in respect of, any Collateral or the goods or services which have
given rise thereto, as fully and completely as though the Agent were the absolute owner thereof for all purposes; 


        (vi)  to
adjust and settle claims under any insurance policy relating thereto; 


       (vii)  to
execute and deliver all assignments, conveyances, statements, financing statements, renewal financing statements, security agreements, affidavits, notices and other
agreements, instruments and documents that the Agent may determine necessary in order to perfect and maintain the security interests and liens granted in this Security Agreement and in order to fully
consummate all of the transactions contemplated herein; 


      (viii)  to
institute any foreclosure proceedings that the Agent may deem appropriate; and 


        (ix)  to
do and perform all such other acts and things as the Agent may reasonably deem to be necessary, proper or convenient in connection with the Collateral. 




This
power of attorney is a power coupled with an interest and shall be irrevocable until all Credit and Collateral Termination Events have occurred. The Agent shall be under no duty to exercise or
withhold the exercise of any of the rights, powers, privileges and options expressly or implicitly granted to the Agent in this Security Agreement, and shall not be liable for any failure to do so or
any delay in doing so. The Agent shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law in its individual capacity or its capacity as
attorney-in-fact except acts or omissions resulting from its gross negligence or willful misconduct. This power of attorney is conferred on the Agent solely to protect,
preserve and realize upon its security interest in the Collateral. 


        (b)    Assignment by the Agent.    Subject to the terms of the Credit Agreement, the Agent may from time to time
assign the Secured Obligations and any portion thereof and/or the Collateral and any portion thereof, and the assignee shall be entitled to all of the rights and remedies of the Agent under this
Security Agreement in relation thereto. 


        (c)    The Agent's Duty of Care.    Other than the exercise of reasonable care to assure the safe custody of the
Collateral while being held by the Agent hereunder, the Agent shall have no duty or liability to preserve rights pertaining thereto, it being understood and agreed that the Obligors shall be
responsible for preservation of all rights in the Collateral, and the Agent shall be relieved of all responsibility for the Collateral upon surrendering it or tendering the surrender of it to the
Obligors. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to
that which the Agent accords its own property, which shall be no less than the treatment employed by a reasonable and prudent agent in the industry, it being understood that the Agent shall not have
responsibility for taking any necessary steps to preserve rights against any parties with respect to any of the Collateral. In the event of a public or private sale of Collateral pursuant to  Section 11 hereof, the Agent shall have no obligation to clean-up, repair or otherwise prepare the Collateral for sale. 




        12.    Application of Proceeds.    Any amounts on deposit in any deposit account over which the Agent has Control, and
any replacement or successor accounts relating thereto, shall be applied by the

Agent in accordance with the terms of the Credit Agreement and the Deposit Account Control Agreement relating thereto. Upon the occurrence and during the continuation of an Event of Default, any
payments in respect of the Secured Obligations and any proceeds of the Collateral, when received by the Agent or any of the Lenders in cash or its equivalent, will be applied in reduction of the
Secured Obligations in the order set forth in Section 2.8 of the Credit Agreement, and each Obligor irrevocably waives the right to direct the
application of such payments and proceeds and acknowledges and agrees that the Agent shall have the continuing and exclusive right to apply and reapply any and all such payments and proceeds in the
Agent's sole discretion, notwithstanding any entry to the contrary upon any of its books and records. 


        13.    Costs of Counsel.    If at any time hereafter, whether upon the occurrence of an Event of Default or not, the
Agent employs counsel to prepare or consider amendments, waivers or consents with respect to this Security Agreement, or to take action or make a response in or with respect to any legal or arbitral
proceeding relating to this Security Agreement or relating to the Collateral, or to protect the Collateral or exercise any rights or remedies under this Security Agreement or with respect to the
Collateral, then the Obligors agree to promptly pay in accordance with Section 7.8 of the Credit Agreement any and all such reasonable costs and
expenses of the Agent or the Lenders, all of which costs and expenses shall constitute Secured Obligations hereunder. 


        14.    Continuing Agreement.    



        (a)   This
Security Agreement shall be a continuing agreement in every respect and shall remain in full force and effect until all of the Credit and Collateral Termination
Events have occurred. Upon the occurrence of all of the Credit and Collateral Termination Events, this Security Agreement shall be automatically terminated and the Agent shall, upon the request and at
the expense of the Obligors, forthwith release all of its liens and security interests hereunder and shall execute, if necessary, and deliver all UCC termination statements and/or other documents
reasonably requested by the Obligors evidencing such termination. Notwithstanding the foregoing all releases and indemnities provided hereunder shall survive termination of this Security Agreement. 


        (b)   This
Security Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the
Secured Obligations is rescinded or must otherwise be restored or returned by the Agent or any Lender as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar
law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must
be restored or returned, all reasonable costs and expenses (including without limitation any reasonable legal fees and disbursements) incurred by the Agent or any Lender in defending and enforcing
such reinstatement shall be deemed to be included as a part of the Secured Obligations. 




        15.    Amendments; Waivers; Modifications.    This Security Agreement and the provisions hereof may not be amended,
waived, modified, changed, discharged or terminated except as set forth in Section 14.9 of the Credit Agreement. 


        16.    Successors in Interest.    This Security Agreement shall create a continuing security interest in the
Collateral and shall be binding upon each of the parties hereto, and their respective successors and assigns, and shall inure, together with all rights and remedies of each of the parties hereto and
their respective permitted successors and assigns; provided, however, that none of the Obligors may
assign its rights or delegate its duties hereunder without the prior written consent of each Lender or the Required Lenders, as required by the Credit Agreement. 


        17.    Notices.    All notices required or permitted to be given under this Security Agreement shall be in conformance
with Section 14.4 of the Credit Agreement. 


        18.    Counterparts.    This Security Agreement may be executed in any number of counterparts, each of which where so
executed and delivered shall be an original, but all of which shall constitute one and

the same instrument. It shall not be necessary in making proof of this Security Agreement to produce or account for more than one such counterpart. 


        19.    Headings.    The headings of the sections and subsections hereof are provided for convenience only and shall
not in any way affect the meaning, construction or interpretation of any provision of this Security Agreement. 



        20.    Governing Law; Submission to Jurisdiction and Service of Process; Arbitration.    THIS SECURITY AGREEMENT AND
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CHOICE OF LAW
PROVISIONS THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). The terms of Sections 14.2, 14.3 and  14.4 of the Credit
Agreement are incorporated herein by reference, mutatis mutandis, and the parties
hereto agree to such terms. 


        21.    Waiver of Jury Trial.    TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OBLIGOR AND THE AGENT HEREBY WAIVE ANY
RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS SECURITY AGREEMENT, THE CREDIT
DOCUMENTS OR ANY OTHER AGREEMENTS OR TRANSACTIONS RELATED HERETO OR THERETO. 


        22.    Severability.    If any provision of any of the Security Agreement is determined to be illegal, invalid or
unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or
unenforceable provisions. 


        23.    Entirety.    This Security Agreement, the other Credit Documents, the Lender Hedging Agreements and the
agreements pertaining to Cash Management Products represent the entire agreement of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any,
including any commitment letters or correspondence relating to the Credit Documents, the Lender Hedging Agreements, the agreements pertaining to Cash Management Products or the transactions
contemplated herein and therein. 


        24.    Survival.    All representations and warranties of the Obligors hereunder shall survive the execution and
delivery of this Security Agreement, the other Credit Documents and the Lender Hedging Agreements, the delivery of the Notes and the making of the Loans and the issuance of the Letters of Credit under
the Credit Agreement. 


        25.    Marshalling.    Neither the Agent nor any Lender shall be under any obligation to marshal any assets in favor
of any Obligor or any other Person or against or in payment of any or all of the Secured Obligations. 







        Each
of the parties hereto has caused a counterpart of this Security Agreement to be duly executed and delivered as of the date first above written. 



	OBLIGORS:	 	TRANSMONTAIGNE OPERATING COMPANY L.P.
	

 	
 	

By:	
 	

TransMontaigne Operating GP L.L.C.,

its sole general partner
	

 	
 	

By:	
 	

 

	 	 	 	 	Name:	 	 

	 	 	 	 	Title:	 	 

	

 	
 	

COASTAL TERMINALS L.L.C.,

a Delaware limited liability company
	

 	
 	

By:	
 	

 

	 	 	 	 	Name:	 	 

	 	 	 	 	Title:	 	 

	

 	
 	

RAZORBACK L.L.C.,

a Delaware limited liability company
	

 	
 	

By:	
 	

 

	 	 	 	 	Name:	 	 

	 	 	 	 	Title:	 	 

	

 	
 	

TPSI TERMINALS L.L.C.,

a Delaware limited liability company
	

 	
 	

By:	
 	

 

	 	 	 	 	Name:	 	 

	 	 	 	 	Title:	 	 






        Accepted
and agreed to as of the date first above written. 



	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION,

as Agent
	

 	
 	

By:	
 	

 

	 	 	Name:	 	 

	 	 	Title:	 	 












SCHEDULE 4(a)(i)  


CHIEF EXECUTIVE OFFICE/PRINCIPAL PLACE OF BUSINESS/

EXACT LEGAL NAME/STATE OF FORMATION  



	Exact Legal Name
 
	 	State of Formation
	 	Chief Executive Office and Chief Place of Business

	TransMontaigne Operating Company L.P.	 	Delaware	 	1670 Broadway, Suite 3100, Denver, Colorado 80202
	Coastal Terminals L.L.C.	 	Delaware	 	1670 Broadway, Suite 3100, Denver, Colorado 80202
	Razorback L.L.C.	 	Delaware	 	1670 Broadway, Suite 3100, Denver, Colorado 80202
	TPSI Terminals L.L.C.	 	Delaware	 	1670 Broadway, Suite 3100, Denver, Colorado 80202











SCHEDULE 5(f)(i)  


NOTICE OF GRANT OF SECURITY INTEREST IN COPYRIGHTS 


United
States Copyright Office 



Gentlemen: 


        Please
be advised that pursuant to the Security Agreement dated as of May     , 2005 (as the same may be amended, modified, extended or restated from time to time, the
"Security Agreement") by and among the Obligors party thereto (each an "Obligor" and collectively, the
"Obligors") and WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent (the "Agent") for the financial
institutions referenced therein (the "Lenders"), the undersigned Obligor has granted a continuing security interest in and continuing lien upon, the
copyrights and copyright applications shown below to the Agent for the benefit of the Agent and the Lenders: 


COPYRIGHTS  



	Copyright No.
 
	 	Description of Copyright
	 	Date of

Copyright

	 	 	 	 	 




Copyright Applications  



	Copyright

Applications No.
 
	 	Description of Copyright

Applied For
	 	Date of Copyright

Applications

	 	 	 	 	 





        The
Obligors and the Agent, on behalf of the Lenders, hereby acknowledge and agree that the security interest in the foregoing copyrights and copyright applications (i) may only
be terminated in accordance with the terms of the Security Agreement and (ii) is not to be construed as an assignment of any copyright or copyright application. 



	 	 	 	 	Very truly yours,
	

 	
 	

 	
 	

 
 [Obligor]
	

 	
 	

 	
 	

By:	
 	

 

	 	 	 	 	Name:	 	 

	 	 	 	 	Title:	 	 

	

Acknowledged and Accepted:	
 	

 	
 	

 
	

WACHOVIA BANK, NATIONAL ASSOCIATION,

as Agent	
 	

 	
 	

 
	

By:	
 	

 
	
 	

 	
 	

 
	Name:	 	 
	 	 	 	 
	Title:	 	 
	 	 	 	 










SCHEDULE 5(f)(ii)  


NOTICE OF GRANT OF SECURITY INTEREST IN PATENTS 


United
States Patent and Trademark Office 



Gentlemen: 


        Please
be advised that pursuant to the Security Agreement dated as of May     , 2005 (as the same may be amended, modified, extended or restated from time to time, the
"Security Agreement") by and among the Obligors party thereto (each an "Obligor" and collectively, the
"Obligors") and WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent (the "Agent") for the financial
institutions referenced therein (the "Lenders"), the undersigned Obligor has granted a continuing security interest in and continuing lien upon, the
patents and patent applications shown below to the Agent for the benefit of the Agent and the Lenders: 


PATENTS  



	Patent No.
 
	 	Description of Patent

Item
	 	Date of

Patent

	 	 	 	 	 




Patent Applications  



	Patent

Applications No.
 
	 	Description of Patent

Applied For
	 	Date of Patent

Applications

	 	 	 	 	 





        The
Obligors and the Agent, on behalf of the Lenders, hereby acknowledge and agree that the security interest in the foregoing patents and patent applications (i) may only be
terminated in accordance with the terms of the Security Agreement and (ii) is not to be construed as an assignment of any patent or patent application. 



	 	 	 	 	Very truly yours,
	

 	
 	

 	
 	

 
 [Obligor]
	

 	
 	

 	
 	

By:	
 	

 

	 	 	 	 	Name:	 	 

	 	 	 	 	Title:	 	 

	

Acknowledged and Accepted:	
 	

 	
 	

 
	

WACHOVIA BANK, NATIONAL ASSOCIATION,

as Agent	
 	

 	
 	

 
	

By:	
 	

 
	
 	

 	
 	

 
	Name:	 	 
	 	 	 	 
	Title:	 	 
	 	 	 	 










SCHEDULE 5(f)(iii)  


NOTICE OF GRANT OF SECURITY INTEREST IN TRADEMARKS 


United
States Patent and Trademark Office 



Gentlemen: 


        Please
be advised that pursuant to the Security Agreement dated as of May     , 2005 (as the same may be amended, modified, extended or restated from time to time, the
"Security Agreement") by and among the Obligors party thereto (each an "Obligor" and collectively, the
"Obligors") and WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent (the "Agent") for the financial
institutions referenced therein (the "Lenders"), the undersigned Obligor has granted a continuing security interest in and continuing lien upon, the
trademarks and trademark applications shown below to the Agent for the benefit of the Agent and the Lenders: 


TRADEMARKS  



	Trademark No.
 
	 	Description of Trademark

Item
	 	Date of

Trademark

	 	 	 	 	 




Trademark Applications  



	Trademark

Applications No.
 
	 	Description of Trademark

Applied For
	 	Date of Trademark

Applications

	 	 	 	 	 





        The
Obligors and the Agent, on behalf of the Lenders, hereby acknowledge and agree that the security interest in the foregoing trademarks and trademark applications (i) may only
be terminated in accordance with the terms of the Security Agreement and (ii) is not to be construed as an assignment of any trademark or trademark application. 



	 	 	 	 	Very truly yours,
	

 	
 	

 	
 	

 
 [Obligor]
	

 	
 	

 	
 	

By:	
 	

 

	 	 	 	 	Name:	 	 

	 	 	 	 	Title:	 	 

	

Acknowledged and Accepted:	
 	

 	
 	

 
	

WACHOVIA BANK, NATIONAL ASSOCIATION,

as Agent	
 	

 	
 	

 
	

By:	
 	

 
	
 	

 	
 	

 
	Name:	 	 
	 	 	 	 
	Title:	 	 
	 	 	 	 











EXHIBIT F-1  


[FORM OF] REVOLVING NOTE 



	$[                        ]	 	May     , 2005





        FOR
VALUE RECEIVED, the undersigned (the "Borrower"), promises to pay to the order of [Payee Lender] (the
"Lender") at c/o WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent for the Lender, One Wachovia Center, 301 South College Street, Charlotte, North Carolina
28288 in lawful money of the United States of America and in immediately available funds, the principal amount of
[                        ]
($[                        ]), or such lesser amount as may then constitute the unpaid aggregate principal amount of all Revolving
Loans made by the Lender to the Borrower pursuant to
the Credit Agreement (as defined below), at the times set forth in the Credit Agreement, but no later than the Maturity Date. 


        The
Borrower further agrees to pay interest at said office, in like money, on the unpaid principal amount owing hereunder from time to time outstanding from the date of disbursement on
the dates and at the rates specified in Article IV of the Credit Agreement. 



        If
any payment on this promissory note becomes due and payable on a day other than a Business Day, except as otherwise provided in the Credit Agreement, the maturity thereof shall be
extended to the next succeeding Business Day, and with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. 


        This
promissory note is one of the Revolving Notes referred to in the Senior Secured Credit Facility, dated as of May 9, 2005 (together with all modifications, renewals,
extensions, supplements and replacements from time to time, the "Credit Agreement"), among the Borrower, the Lender, certain other financial
institutions parties thereto, Fleet National Bank and JPMorgan Chase Bank, N.A., as Syndication Agents, BNP Paribas and Société Générale,
New York Branch, as the Documentation Agents, and Wachovia Bank, National Association, as agent ("Agent"), and is subject to, and entitled to, all
provisions and benefits thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. Capitalized terms used herein without definition shall have the meanings
given to such terms in the Credit Agreement. The Credit Agreement, among other things, provides for the making of Revolving Loans by the Lender to the Borrower from time to time in an aggregate amount
not to exceed at any time outstanding the U.S. dollar amount first above mentioned. 



        Upon
the occurrence of any one or more of the Events of Default specified in the Credit Agreement, the Agent and the Lenders may exercise such rights and remedies described in
Article XI of the Credit Agreement. 


        This
promissory note is secured by the Security Documents and other collateral documents and agreements. 


        The
Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising any rights hereunder on the part of the holder hereof
shall operate as a waiver of such rights. 


        THE
VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS PROMISSORY NOTE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING

EFFECT TO THE CHOICE OF LAW PROVISIONS THEREOF, OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. 



	 	 	TRANSMONTAIGNE OPERATING COMPANY L.P.
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	By:	 	TransMontaigne Operating GP L.L.C.,

its sole general partner
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	By:	 	    

	 	 	 	 	Name:	 	    

	 	 	 	 	Title:	 	    












EXHIBIT F-2  


[FORM OF] SWING LOAN NOTE 



	$10,000,000	 	May     , 2005





        FOR
VALUE RECEIVED, the undersigned (the "Borrower") promises to pay to the order of WACHOVIA BANK, NATIONAL ASSOCIATION (the
"Lender"), One Wachovia Center, 301 South College Street, Charlotte, North Carolina 28288 in lawful money of the United States of America and in
immediately available funds, the principal amount of Ten Million Dollars ($10,000,000), or such lesser amount as may then constitute the unpaid aggregate principal amount of all Swing Loans made by
the Lender to the Borrower pursuant to the Credit Agreement (as defined below), at the times set forth in the Credit Agreement, but no later than the Maturity Date. 



        The
Borrower further agrees to pay interest at said office, in like money, on the unpaid principal amount owing hereunder from time to time outstanding from the date of disbursement on
the dates and at the rates specified in Article IV of the Credit Agreement. 


        This
promissory note is the Swing Note referred to in the Senior Secured Credit Facility, dated as of May 9, 2005 (together with all modifications, renewals, extensions,
supplements and replacements from time to time, the "Credit Agreement"), among the Borrower, the Lender, certain other financial institutions parties
thereto, Fleet National Bank and JPMorgan Chase Bank, N.A., as Syndication Agents, BNP Paribas and Société Générale, New York Branch, as the
Documentation Agents, and Wachovia Bank, National Association, as agent ("Agent"), and is subject to, and entitled to, all provisions and benefits
thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. Capitalized terms used herein without definition shall have the meanings given to such terms in the
Credit Agreement. 


        Upon
the occurrence of any one or more of the Events of Default specified in the Credit Agreement, the Agent and the Lenders may exercise such rights and remedies described in
Article XI of the Credit Agreement. 


        This
promissory note is secured by the Security Documents and other collateral documents and agreements. 



        The
Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising any rights hereunder on the part of the holder hereof
shall operate as a waiver of such rights. 


        THE
VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS PROMISSORY NOTE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PROVISIONS THEREOF
OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. 



	 	 	TRANSMONTAIGNE OPERATING COMPANY L.P.
	 	 	 	 	 	 	 
	 	 	By:	 	TransMontaigne Operating GP L.L.C., its sole general partner
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	By:	 	    

	 	 	 	 	Name:	 	    

	 	 	 	 	Title:	 	    












EXHIBIT G  


[FORM OF] NOTICE OF BORROWING 


        May     ,
2005 


WACHOVIA
BANK, NATIONAL ASSOCIATION

as Agent for the Lenders

191 Peachtree Street N.E.

Atlanta, Georgia 30303

Attn: [Betty Eberhardt]

Telephone: [404-332-6452]

Facsimile: [404-332-6977] 


Ladies
and Gentlemen: 


        The
undersigned, TRANSMONTAIGNE OPERATING COMPANY L.P., a Delaware limited partnership (the "Borrower") party to the Senior Secured Credit
Facility, dated as of May 9, 2005, among the Borrower, certain financial institutions parties thereto, FLEET NATIONAL BANK and JPMORGAN CHASE BANK, N.A., as Syndication Agents, BNP PARIBAS and
SOCIÉTÉ GÉNÉRALE, NEW YORK BRANCH, as the Documentation Agents, and WACHOVIA BANK, NATIONAL ASSOCIATION, as agent (together with all
modifications, renewals, extensions, supplements and replacements from time to time, the "Credit Agreement"; capitalized terms used herein shall have
the meanings given such terms in the Credit Agreement), hereby gives you notice, irrevocably, pursuant to Section 2.1(d) of the Credit Agreement
that the Borrower hereby requests borrowings under the Credit Agreement, and in that connection sets forth below the information relating to such borrowings (the "Proposed
Borrowings") as required by Sections 2.1(d) of the Credit Agreement: 



	Date
	 	Amount
	 	Swing Loan or

Revolving Loan
	 	Base Rate or

Eurodollar

Rate
	 	Interest

Period

	    	 	 	 	 	 	 	 	 
	    	 	 	 	 	 	 	 	 
	    	 	 	 	 	 	 	 	 
	    	 	 	 	 	 	 	 	 





        The
Borrower hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Borrowing: 


        (A)  the
representations and warranties contained in the Credit Agreement are true and correct in all material respects before and after giving effect to the Proposed
Borrowings and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent that such representations and warranties expressly relate solely to an earlier
date (in which case such representations and warranties shall have been accurate and complete in all material respects on and as of such earlier date); 



        (B)  no
event has occurred and is continuing, or would result from such Proposed Borrowings or from the application of the proceeds thereof, which constitutes a Default or an
Event of Default; 


        (C)  no
Material Adverse Change, or development reasonably likely to have a Material Adverse Effect has occurred and is continuing; 


        (D)  all
of the other conditions to the Proposed Borrowings set forth in [Section 5.2 and] [INCLUDE ONLY
FOR THE INITIAL BORROWING ON THE FUNDING DATE.] Section 5.3 of the Credit Agreement have been fulfilled; and 


        (E)  the
Proposed Borrowings satisfy all limitations set forth in the Credit Agreement.




        If
notice of this Proposed Borrowing has been given previously by telephone, then this notice should be considered a written confirmation of such telephone notice as required by  Section 2.1(d) of the
Credit Agreement. 



	 	 	TRANSMONTAIGNE OPERATING COMPANY L.P.
	

 	
 	

By:	
 	

TransMontaigne Operating GP LLC, its sole general partner
	

 	
 	

By:	
 	

    

	 	 	 	 	Name:	 	    

	 	 	 	 	Title:	 	    












EXHIBIT H  


DEPOSIT ACCOUNT CONTROL AGREEMENT

(No Notification)  


        This DEPOSIT ACCOUNT CONTROL AGREEMENT (this "Agreement") is made and entered into as of
this            day
of                        200  , by and
among                        ,
a                        as depositary bank (the "Bank"),
                        , a
                        (the "Company"), and WACHOVIA BANK, NATIONAL ASSOCIATION,
in its capacity as agent for itself and other lenders (the
"Agent"). 



	•
	Statement of Facts




        The
Bank acknowledges that, as of the date hereof, it maintains in the name of the Company the deposit account(s) identified on  Appendix 1 attached hereto and made a part hereof (each an Account" and, collectively, the
"Accounts"). One or more of the Accounts may be served by one or more lockboxes operated by the Bank, which lockboxes (if any) also are listed on  Appendix 1 (each a "Lockbox" and, collectively, the
"Lockboxes"). Both the Accounts and the Lockboxes are governed by the terms and conditions of the Company's signature card and the commercial deposit
account agreement published by the Bank from time to time, and may also be governed by a wholesale lockbox service description between the Bank and the Company (collectively, the
"Deposit Agreement"). 


        The
Company hereby informs the Bank that, pursuant to a Senior Secured Credit Facility by and among [the Company]
[TransMontaigne Operating Company L.P.], the lenders party thereto and the Agent, [and a Full Recourse Guaranty
Agreement executed by the Company,] the Company has granted to the Agent a security interest in, among other things, the following (collectively, the
"Account Collateral"): (a) the Accounts, (b) the Lockboxes and (c) the Items Collateral. The term "Items
Collateral" as used herein shall mean, collectively, all checks, drafts, instruments, cash and other items at any time received in any Lockbox or for deposit in any Account
(subject to specific Lockbox instructions in effect for processing items received in the Lockboxes), and all wire transfers of funds, automated clearing house
("ACH") entries, credits from a merchant card transaction and other electronic funds transfers or other funds deposited in, credited to, or held for
deposit in or credit to, any Account. 


        The
parties desire to enter into this Agreement in order to set forth their relative rights and duties with respect to the Account Collateral. In consideration of the mutual covenants
herein as well as other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 


1.    Control of the Accounts.    



        (a)   The
Statement of Facts is true and correct and incorporated herein by reference. Each party to this Agreement hereby confirms that (i) each Account is a "deposit
account", (ii) this Agreement shall constitute an "authenticated record", and (iii) the arrangements established under this Agreement shall constitute "control" of each Account, as each
of those terms is defined in Article 9 of the Uniform Commercial Code as adopted in the State in which the respective Account identified in  Appendix 1 is located (hereinafter referred to as
the "Applicable UCC"). 



        (b)   The
Company represents and warrants to the Agent that Appendix 1 contains a complete and accurate list of Accounts
and Lockboxes maintained by the Company with the Bank and subject to this Agreement. The Company hereby covenants for the benefit of the Agent that the Company shall not open or maintain any deposit
account with the Bank other than the Accounts listed on Appendix 1. Nothing in this Agreement shall be deemed to impose upon the Bank any duty to
monitor or otherwise assure the Company's compliance with this Section 1(b). 


        (c)   The
Company hereby authorizes and directs the Bank to comply, and the Bank agrees to comply, with instructions given by the Agent in accordance with this Agreement
directing the disposition of funds from time to time in any Account or as to any other matters relating to any Account or any of the other Account Collateral without further consent by the Company.
The Bank shall be entitled to rely and act upon any instructions received by the Bank from the Agent. The

Agent's right to give instructions to the Bank regarding any Account Collateral shall include the right to give "stop payment orders" to the Bank for any items that may be presented to the Bank
against any Account, and the Company also authorizes the Bank to follow such instructions by the Agent even if it results in the dishonor of items presented against any Account. 



        (d)   Each
of the Company and the Agent hereby authorizes and directs the Bank to act solely upon the instructions of the Agent concerning the Lockboxes and the Accounts
including, but not limited to, instructions to: (i) direct disposition of funds in the Accounts (including, but not limited, dispositions to or for the benefit of the Agent and/or the Bank),
(ii) withdraw any amount from the Account(s), or (iii) draw upon or otherwise exercise any authority or powers with respect to the Lockboxes, the Accounts and all other Account
Collateral until the Bank shall have received written instructions from the Agent in accordance with the provisions of Section 7 of this Agreement to the contrary. Effective as of the date of
this Agreement: all Items Collateral received by the Bank in a Lockbox (subject to specific Lockbox instructions for processing the contents of mail received in the Lockbox) shall be deposited to the
Account listed opposite such Lockbox on Appendix 1; all other Items Collateral received directly by the Bank for credit to an Account shall be
credited to such Account, and; all available funds in an Account either shall (i) automatically and without further direction on each banking day be remitted, at the Company's expense, solely
to the account of the Agent set forth on Appendix 2 attached hereto and made a part hereof, or (ii) be subject to withdrawal or transfer
based on written instructions given by the Agent to the Bank in accordance with this Section 7 of this Agreement. Unless otherwise instructed by the Agent in writing, none of the officers,
agents or other representatives of the Company or any of its affiliates shall at any time during the term of this Agreement have any authority to direct the disposition of funds in any Account, or to
draw upon or otherwise exercise any authority or power with respect to the Lockbox, any Account or any Account Collateral. 


        (e)   All
defenses of the Bank under the Deposit Agreement, Federal Reserve Regulations and Operating Circulars, clearing house rules and applicable law (including, without
limitation, the Applicable UCC) as to the collection and payment of items shall also be applicable to and enforceable against the Agent. Each of the Company and the Agent hereby authorizes and
instructs the Bank to supply the Company's or the Agent's endorsement, as appropriate, to any Items Collateral that the Bank shall receive and deposit for collection to any Account. 



2.    Statements and Other Information.    The Bank will send to the Agent (in a
manner consistent with the Bank's standard practices) at the Agent's address specified below, copies of all correspondence, notices, account statements and other information (but not canceled checks)
which the Bank shall be required to send to the Company under the Deposit Agreement. The Bank also agrees to provide to each of the Company and the Agent (as a service under this Agreement and/or the
Deposit Agreement) copies of account statements and other deposit account information, including account balances, by telephone and by computer communication, to the extent practicable and as shall
have been requested by the Company or by the Agent. The Company shall be deemed at all times to have consented to the Bank's release of such deposit account information to the Agent. The Bank's
liability for failure to comply with this Section 2 shall not exceed the cost of providing such information. 


3.    Setoff; Returned Items and Charges.    


        (a)   The
Company and the Bank have not entered into, and will not enter into during the term of this Agreement, any agreement with any person other than the Agent by which
the Bank will be obligated to comply with instructions from such other person (other than the Company) as to the disposition of funds in an Account or of Items Collateral received in a Lockbox. 


        (b)   The
Bank will not exercise any security interest (except for the security interest provided in Section 4-210, "Security Interest of Collecting Bank in
Items, Accompanying Documents and Proceeds", of the Applicable UCC), lien, right of setoff, deduction, recoupment or banker's lien or any other interest in or against any Account or any other Account
Collateral, and the Bank hereby subordinates to the Agent any such security interest (except for such security interest provided in Section 4-210, "Security Interest of Collecting
Bank in Items, Accompanying Documents and


Proceeds", of such Applicable UCC), lien or right which it may have against any Account or any of the other Account Collateral. Notwithstanding the provisions of the preceding sentence, the Agent and
the Company agree that the Bank at any time may, and is expressly permitted by this Agreement to, set off and charge against any Account (regardless of any agreement of the Company to compensate the
Bank by means of balances in such Account) any or all of the following as permitted under the Deposit Agreement (collectively, the "Permitted Debits"):
(i) the face amount of each Returned Item (hereinafter defined), (ii) all usual and customary service charges, (iii) account maintenance fees, (iv) transfer fees,
(v) out-of-pocket fees and expenses (including attorneys' reasonable fees) incurred by the Bank, including those incurred in connection with the negotiation,
administration or enforcement of this Agreement, (vi) adjustments or corrections of posting or encoding errors, and (vii) any other items normally chargeable by the Bank to or against a
deposit account or customer, whether any of the Permitted Debits shall have been incurred before or after the date of this Agreement. As used in this Agreement, "Returned
Item" shall mean any (i) Items Collateral deposited into or credited to an Account either before or after the date of this Agreement and returned unpaid or otherwise
uncollected or subject to an adjustment entry, whether for insufficient funds or for any other reason, and without regard to the timeliness of such return or adjustment or the occurrence or timeliness
of any other party's notice of nonpayment or adjustment; (ii) Items Collateral subject to a claim against the Bank for breach of transfer, presentment, encoding, retention or other warranty
under Federal Reserve Regulations or Operating Circulars, clearing house rules or applicable law (including, without limitation, Articles 3, 4 and 4A of the Applicable UCC); and
(iii) credit to an Account from a merchant card transaction against which a contractual demand for chargeback has been made. 


        (c)   If
(i) there were insufficient funds in the Account(s) such that the Bank shall be unable to set off and charge any Permitted Debits against such Account(s), or
(ii) the Bank in good faith shall believe that any legal process or applicable law prohibits such setoffs and charges against any Account, or (iii) the Account(s) shall have been closed,
then (A) the Bank may charge such Permitted Debits to and set off against any other Account, and/or (B) the Bank may demand that the Agent pay, and the Agent shall pay, to the Bank
within five (5) business days of written notice of demand by the Bank the full amount of such Permitted Debits; provided, however, as to those Permitted Debits that are service charges, fees or
expenses, or adjustments or corrections, the Agent shall only be required to pay to the Bank those services charges, fees and expenses attributable to any Account that shall have been incurred, or
such adjustments or corrections of posting or encoding errors that shall have occurred, in connection with any Account on or after the date of this Agreement and on or before the date of termination
of this Agreement. 


        (d)   The
Company agrees to reimburse the Agent for any moneys that the Agent shall have paid to the Bank for any Permitted Debits under this Section 3 or for any
costs, expenses and attorneys' reasonable fees incurred under Section 6 below, and the Agent may, at its option, charge any loan account of the Company any such amounts. Nothing in this
paragraph shall limit any liabilities or obligations of the Company and/or the Agent to the Bank under this Agreement. 


4.    Exculpation of Bank.    



        (a)   At
all times the Bank shall be entitled to rely conclusively upon any communication it receives from the Agent in connection with this Agreement or which the Bank
believes in good faith to be a communication received by it from the Agent in connection with this Agreement, and the Bank shall have no obligation to investigate or verify the authenticity or
correctness of any such communication. The Bank shall have no liability to the Company or the Agent for honoring or following any instruction the Bank shall receive from (or in good faith shall
believe to be from) the Agent in accordance with this Agreement. The Bank shall be fully discharged from liability with respect to any funds on deposit in any Account or other Account Collateral to
the extent that the Bank shall honor and follow instructions it shall receive from (or in good faith shall believe to be from) the Agent, and the Bank shall transfer any of such funds to, or on the
instructions of, the Agent. 


        (b)   The
Bank shall only be responsible for the loss that a court having jurisdiction over the Account(s) shall have determined had been incurred by the Company or the Agent
and had been

caused by the Bank's breach of this Agreement or gross negligence or willful misconduct. The Bank shall have no liability to any party for failure of, or delay in, its performance under this Agreement
as a result of any act of God, war or terrorism, fire, other catastrophe or force majeure, electrical or computer or telecommunications failure, any
event beyond the control of the Depository Bank, or fraud committed by any third party. Nothing in this Agreement shall create any agency, fiduciary, joint venture or partnership relationship between
the Bank and the Company or the Agent. Except as shall be specifically required under this Agreement or the Deposit Agreement or applicable law, the Bank shall have no duty whatsoever to the Agent or
the Company in connection with the subject matter of this Agreement. 


5.    Indemnification.    



        (a)   The
Company hereby indemnifies the Bank and holds it harmless against, and shall reimburse the Bank for, any loss, damage or expense (including attorneys' reasonable
fees and expenses, court costs and other expenses) including, but not limited to, (i) unpaid charges, fees, and Returned Items for which the Company and/or the Agent originally received credit
or remittance by the Bank, and (ii) any loss, damage or expense the Bank shall incur as a result of (A) entering into or acting pursuant to this Agreement, (B) honoring and
following any instruction the Bank may receive from (or in good faith shall believe to be from) the Agent under this Agreement, or (C) to the extent required by this Agreement, not honoring or
following any instructions the Bank shall receive from (or in good faith shall believe to be from) the Company in accordance with this Agreement. The Company shall not be responsible for any loss,
damage or expense that a court having jurisdiction shall have determined had been caused by the Bank's breach of this Agreement or gross negligence or willful misconduct. 


        (b)   Without
limiting in any way the Agent's obligation to pay or reimburse the Bank as otherwise specified in this Agreement, the Agent hereby indemnifies the Bank and holds
it harmless against any loss, damage or expense (including attorneys' reasonable fees and expenses, court costs and other expenses) which loss, damage or expense the Bank shall incur as a result of
honoring or following any instruction it shall receive from (or in good faith shall believe to be from) the Agent under this Agreement or, to the extent required by this Agreement, not honoring or
following any instruction the Bank shall receive from (or in good faith shall believe to be from) the Company in accordance with this Agreement, except for any loss, damage, or expense that a court
having jurisdiction shall have determined had been caused by the Bank's breach of this Agreement or gross negligence or willful misconduct. 


        (c)   In
no event shall any party hereto be liable to any other party under this Agreement for lost profits or special, indirect, exemplary, consequential or punitive damages,
even if such party shall have been advised of the possibility of such damages. 


6.    Third Party Claims; Insolvency of Company.    


        (a)   In
the event any third party shall assert an adverse claim by legal process against any Account or any sums on deposit therein, any Lockbox or other Account Collateral,
whether such claim shall arise by tax lien, execution of judgment, statutory attachment, garnishment, levy, claim of a trustee in bankruptcy or debtor-in-possession, or other
judicial or regulatory order or process (each, a "Claim"), the Bank may, in addition to other remedies it may possess under the Deposit Agreement, this
Agreement or at law or in equity: (i) suspend disbursements from such Account without any liability until the Bank shall have received an appropriate court order or other assurances acceptable
to the Bank in its sole discretion establishing that funds may continue to be disbursed according to instructions then applicable to such Account, and/or (ii) interplead all such funds in such
Account into the registry of the appropriate court located in the State in which such Account is located as identified in Appendix 1. The Company
shall pay promptly all of the Bank's costs, expenses and attorneys' reasonable fees incurred in connection with such Claim. If the Company shall fail to promptly remit such amounts to the Bank, the
Bank may demand that the Agent pay, and the Agent shall pay, such amounts to the Bank within five (5) business days of Agent's receipt of the Bank's written notice of demand therefor.




        (b)   If
a bankruptcy or insolvency proceeding shall have been commenced by or against the Company, the Bank shall be entitled, without any liability, to refuse to permit
deposits to, or withdrawals and/or transfers from, the Accounts until the Bank shall have received an appropriate court order or other assurances acceptable to the Bank in its sole discretion
establishing that continued deposits to, or withdrawals and/or transfers from, the Accounts are authorized and shall not violate any law, regulation, or order of any court. 



7.    Notice and Communications.    All communications given by any party to another
as required or provided under this Agreement shall be in writing, issued by or directed to the respective designated officer (the "Designated Officer")
set forth below, and delivered to each recipient party at its respective address (or at such other address and to or by such other Designated Officer as such party may designate in writing to the
other parties in accordance with this Section 7) either by U.S. Mail, receipted delivery service or via telecopier facsimile transmission. Any communication hereunder to the Bank which is an
instruction made by (or in good faith believed by the Bank to be by) the Agent shall be deemed to have been received by the Bank when actually received by its Designated Officer, and shall be deemed
to have been implemented by the Bank by the close of the Bank's business on the banking day that shall be two (2) banking days (exclusive of the date on which such instruction was actually
received) after receipt by the Bank's Designated Officer. 



	 
	 	 
	 	 
	 

	Address for Depository Bank:	 	 
	 
	 	 	 
	 
	 	 	 
	 
	 	 	Attn.:	 	 
	, Designated Officer
	 	 	Fax:	 	 
	 
	

Address for Agent:	
 	

Wachovia Bank, National Association
	 	 	 
	 
	 	 	 
	 
	 	 	Attn.:	 	 
	, Designated Officer
	 	 	Fax:	 	 
	 
	

Address for Company:	
 	

 
	

 
	 	 	 
	 
	 	 	 
	 
	 	 	Attn.:	 	 
	, Designated Officer
	 	 	Fax:	 	 
	 






8.    Termination.    


        (a)   This
Agreement may be terminated by the Agent at any time upon receipt by the Bank of the Agent's written notice of termination. This Agreement may be terminated by the
Company only with the express prior written consent of the Agent and, in that case, the Agent and the Company shall jointly notify the Bank of such termination. This Agreement may be terminated by the
Company at any time after the Agent ceases to have a security interest in all of the Account Collateral, provided no such termination by the Company shall be effective unless the Bank shall have
received written notice from the Agent confirming that such security interest no longer exists. 


        (b)   This
Agreement may be terminated by the Bank at any time on not less than thirty (30) days' prior written notice to each of the Company and the Agent. 


        (c)   The
Bank's rights to demand and receive reimbursement from the Company under Sections 3 and 6 of this Agreement
and the Company's indemnification of the Bank under Section 5 of this Agreement shall survive termination of this Agreement. In addition, the
Bank's rights to demand

reimbursement from the Agent under Section 3 of this Agreement shall survive termination of this Agreement for a period of sixty (60) days
after the date of termination of this Agreement. The Bank's right to demand reimbursement from the Agent under Section 6 of this Agreement shall
survive termination of this Agreement for a period of one hundred eighty (180) days after the date of termination of this Agreement. The Bank's right to demand the Agent's indemnification of
the Bank under Section 5 of this Agreement shall survive termination of this Agreement for a period of one hundred eighty (180) days after
the date of termination of this Agreement. 


        (d)   Upon
termination of this Agreement, all funds remaining in the Account(s) and all other Account Collateral received by the Bank shall be forwarded by the Bank directly
to the Agent or to the Agent's account specified in Appendix 2, if applicable, unless the Bank shall have received written instruction from the
Agent prior to termination of this Agreement directing the Bank to send such funds and other Account Collateral to another depository institution approved in writing by the Agent and the Company. 



9.    Miscellaneous.    


        (a)   The
Company shall not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Bank and the Agent. The Agent
shall not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Bank. The Bank shall not assign or transfer any of its rights or obligations
under this Agreement without the prior written consent of the Agent and the Company, except that the Bank may transfer its rights and obligations under this Agreement to any direct or indirect
depository subsidiary of [name of Bank's holding company] or, in the event of a merger or acquisition of the Bank, to the Bank's
successor depositary institution. 


        (b)   This
Agreement shall be governed by the laws of the State in which the Account(s) is/are located as identified in  Appendix 1 (without giving effect to its conflicts of law rules), which State shall also
be the jurisdiction of the Bank within the meaning of
Section 9-304 of the Applicable UCC. The Bank will not amend the Deposit Agreement to the effect that secured transactions in connection with any Account(s) shall be governed by the
law of a jurisdiction other than the State in which such Account is located as identified in Appendix 1. 



        (c)   This
Agreement may be executed in any number of counterparts, each of which shall be an original and all of which taken together shall constitute one and the same
Agreement. Delivery of an executed signature page counterpart to this Agreement via telecopier facsimile transmission shall be effective as if it were delivery of a manually delivered, original,
executed counterpart thereof. This Agreement shall only be modified or amended by written agreement of all of the parties hereto evidencing such modification or amendment. 


        (d)   To
the extent that any conflict may exist between the provisions of any other agreement between the Company and the Bank and this Agreement, then this Agreement shall
control. It is understood and agreed that nothing in this Agreement shall give the Agent any benefit of legal or equitable right, remedy or claim under the Deposit Agreement. 


10.    Waiver of Jury Trial.    EXCEPT AS MAY BE PROHIBITED BY APPLICABLE LAW, EACH
OF THE AGENT, THE BANK AND THE COMPANY IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING (INCLUDING ANY COUNTERCLAIM) OF ANY TYPE IN WHICH THE AGENT, THE BANK OR THE COMPANY
SHALL BE A PARTY AS TO ALL MATTERS ARISING DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT.




        IN WITNESS WHEREOF, each of the parties by its respective duly authorized officer has executed and delivered this Agreement as of the day
and year written above. 



	 
	 	 
	 	 

	BANK:	 	 

	

 	
 	

By:	
 	

 

	 	 	Name:	 	 

	 	 	Title:	 	 

	
COMPANY:	
 	

 

	

 	
 	

By:	
 	

 

	 	 	Name:	 	 

	 	 	Title:	 	 

	
AGENT:	
 	
WACHOVIA BANK, NATIONAL ASSOCIATION
	

 	
 	

By:	
 	

 

	 	 	Name:	 	 

	 	 	Title:	 	 













APPENDIX 1  


 ACCOUNTS OF THE COMPANY  



	Account Number
 
	 	Related Lockbox

Number, if any,
	 	Account Name
	 	State Where

Account is

Located

	    	 	 	 	 	 	 
	    	 	 	 	 	 	 
	    	 	 	 	 	 	 
	    	 	 	 	 	 	 










APPENDIX 2  


 AGENT'S DESIGNATED ACCOUNT  








EXHIBIT I  


[FORM OF] NOTICE OF EXTENSION/CONVERSION 


        May     ,
2005 


WACHOVIA
BANK, NATIONAL ASSOCIATION,

as Agent for the Lenders

201 South College Street

Mail Code: NC 0680, CP-8

Charlotte, North Carolina 28288

Attention: Syndication Agency Services 


Ladies
and Gentlemen: 


        The
undersigned, TRANSMONTAIGNE OPERATING COMPANY L.P., a Delaware limited partnership (the "Borrower") party to the Senior Secured Credit
Facility, dated as of May 9, 2005, among the Borrower, certain financial institutions parties thereto, FLEET NATIONAL BANK and JPMORGAN CHASE BANK, N.A., as Syndication Agents, BNP PARIBAS and
SOCIÉTÉ GÉNÉRALE, NEW YORK BRANCH, as the Documentation Agents, and WACHOVIA BANK, NATIONAL ASSOCIATION, as agent (together with all
modifications, renewals, extensions, supplements and replacements from time to time, the "Credit Agreement"; capitalized terms used herein shall have
the meanings given such terms in the Credit Agreement) hereby gives you notice, irrevocably, pursuant to Section 2.9 of the Credit Agreement that
the Borrower hereby requests extensions and/or conversions under the Credit Agreement, and in that connection set forth below the information relating to such extensions and/or conversions (the
"Extensions/Conversions") as required by Sections 2.9 of the Credit Agreement: 



	Date(1)
	 	Amount
	 	Swing Loan or

Revolving Loan
	 	Base Rate or

Eurodollar Rate
	 	Interest

Period

	    	 	 	 	 	 	 	 	 
	    	 	 	 	 	 	 	 	 
	    	 	 	 	 	 	 	 	 
	    	 	 	 	 	 	 	 	 






	(1)
	Such
date shall be the last day of the Interest Period applicable to such Loan. 



        The
Borrower hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Extension/Conversion: 


        (A)  the
representations and warranties contained in the Credit Agreement are true and correct in all material respects before and after giving effect to the
Extensions/Conversions and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent that such representations and warranties expressly relate solely to
an earlier date (in which case such representations and warranties shall have been accurate and complete in all material respects on and as of such earlier date); 


        (B)  no
event has occurred and is continuing, or would result from such Extensions/Conversions or from the application of the proceeds thereof, which constitutes a Default or
an Event of Default; 


        (C)  no
Material Adverse Change, or development reasonably likely to have a Material Adverse Effect has occurred and is continuing; 



        (D)  all
of the other conditions to the Extensions/Conversions set forth in Article II of the Credit Agreement have been fulfilled; and




        (E)  the
Extensions/Conversions satisfy all limitations set forth in the Credit Agreement. 



	 	 	TRANSMONTAIGNE OPERATING COMPANY L.P.
	

 	
 	

By:	
 	

TransMontaigne Operating GP LLC, its sole general partner
	

 	
 	

By:	
 	

    

	 	 	 	 	Name:	 	    

	 	 	 	 	Title:	 	    












EXHIBIT J  


 FORM OF COMPLIANCE CERTIFICATE

FOR THE PERIOD ENDING

                       

TRANSMONTAIGNE OPERATING COMPANY L.P.

INCLUDING COMPUTATION COVENANTS REQUIRED BY SECTION 7.1(c)

OF THE SENIOR SECURED CREDIT FACILITY DATED                        



	Wachovia Bank, National Association

for itself and as Agent	 	 
	
	 	 
	
	 	 
	
	 	 





Ladies
and Gentlemen: 


Reference
is made to the Senior Secured Credit Facility dated as of                        , as from time to time in effect, among
TransMontaigne Operating Company L.P., (the "Company"), Wachovia Bank,
National Association, for itself and in its capacity as Agent for itself and the other Lenders, Wachovia Capital Markets LLC, for itself and as Sole Lead Arranger and Sole Book Manager, and certain
other Lenders from time to time a party thereto (the "Credit Agreement"). Terms defined in the Credit Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement. 



The
Company is furnishing to you herewith the Form 10-Q or Form 10-K of the Company and its Subsidiaries for the fiscal period stated above, provided, that so
long as the Borrower is required to file and has timely filed a 10-Q or Form 10-K with the SEC such filing will satisfy this requirement. Such financial statements have
been prepared in accordance with generally accepted accounting principles and present fairly, in all material respects, the financial position of the Company and its Subsidiaries covered thereby at
the date thereof and the results of their operations for the period covered thereby, subject in the case of interim statements only to normal year-end audit adjustments and the addition of
footnotes. 


This
certificate is submitted in compliance with the requirements of Section 7.1(c) of the Credit Agreement. This certificate is executed by an Executive Officer of the Borrower. 


In
connection with the foregoing, we hereby acknowledge and agree that, as of the date hereof, the Credit Agreement remains in full force and effect, binding upon us and enforceable against us in
accordance with its terms, certify to you that I am authorized to execute this document, and, as of the date hereof, there exists no Event of Default under said Agreement or event which, with the
passage of time or the giving of notice, or both, would so constitute an Event of Default, and hereby restate and renew each and every representation and warranty made by us in the Agreement or in
connection therewith, effective as of the date hereof. 


IN
WITNESS WHEREOF, the undersigned Executive Officer of the Company has set his hand and seal this    day of                  . 



	TRANSMONTAIGNE OPERATING GP L.L.C.	 	 
	General partner of TransMontaigne Operating Company L.P.	 	 
	

 By:

Title:	
 	

 










FORM OF COMPLIANCE CERTIFICATE

FOR THE PERIOD ENDING

                       

TRANSMONTAIGNE OPERATING COMPANY L.P.  



	 
	 	Quarter

9/30/2004
	 	Quarter

12/31/2004
	 	Quarter

3/31/2005
	 	Quarter

6/30/2005
	 	4 Quarters

6/30/2005

	Consolidated EBITDA	 	 	 	 	 	 	 	 	 	 
	Net income, excluding extraordinary gains and losses	 	—	 	—	 	—	 	—	 	—
	Plus: Consolidated Interest Expense	 	—	 	—	 	—	 	—	 	—
	Plus: Consolidated Income Taxes	 	 	 	 	 	 	 	 	 	—
	Plus: depreciation and amortization	 	—	 	—	 	—	 	—	 	—
	

Plus: non cash charges (excluding non-cash charges that are expected to become cash charges in a future period or that are reserves for future cash charges, unless otherwise agreed to by the Agent in its reasonable discretion) during such
period.	
 	

—	
 	

—	
 	

—	
 	

—	
 	

—
	 	 	
	 	
	 	
	 	
	 	

	 	Consolidated EBITDA	 	—	 	—	 	—	 	—	 	—
	 	 	
	 	
	 	
	 	
	 	

	Adjusted Consolidated EBITDA	 	 	 	 	 	 	 	 	 	 
	 	Consolidated EBITDA	 	—	 	—	 	—	 	—	 	—
	Plus: net increases to deferred revenue under the TSA	 	—	 	—	 	—	 	—	 	—
	Minus: net decreases to deferred revenue under the TSA	 	—	 	—	 	—	 	—	 	—
	Plus: pro forma adjustments for Material Projects	 	—	 	—	 	—	 	—	 	—
	Plus: pre formation pro forma adjustments	 	 	 	 	 	 	 	 	 	 
	 	Stated amount	 	3,663	 	3,663	 	3,663	 	3,663	 	14,652
	 	Preformation charges (not to exceed $5 million).	 	—	 	—	 	—	 	—	 	—
	 	 	
	 	
	 	
	 	
	 	

	Adjusted Consolidated EBITDA for Interest Coverage Ratio	 	3,663	 	3,663	 	3,663	 	3,663	 	14,652
	Plus: pro forma adjustments for Acquisitions	 	—	 	—	 	—	 	—	 	—
	 	 	
	 	
	 	
	 	
	 	

	Adjusted Consolidated EBITDA for Leverage Ratio	 	3,663	 	3,663	 	3,663	 	3,663	 	14,652
	 	 	
	 	
	 	
	 	
	 	






	 
	 	Quarter

9/30/2004
	 	Quarter

12/31/2004
	 	Quarter

3/31/2005
	 	Quarter

6/30/2005
	 	4 Quarters

6/30/2005
	 
	 
	 	Proforma
 
	 	Proforma
 
	 	Proforma
 
	 	Proforma
 
	 	 
	 
	Consolidated Interest Expense	 	 	 	 	 	 	 	 	 	 	 
	Plus: interest expense	 	392	 	392	 	392	 	392	 	1,569	 
	Minus: interest income	 	—	 	—	 	—	 	—	 	—	 
	 	 	
	 	
	 	
	 	
	 	
	 
	Consolidated Interest Expense	 	392	 	392	 	392	 	392	 	1,569	 
	 	 	
	 	
	 	
	 	
	 	
	 
	Consolidated Net Tangible Assets	 	 	 	 	 	 	 	 	 	 	 
	Total assets	 	 	 	 	 	 	 	 	 	119,006	 
	Less: all current liabilities (excluding (i) any current liabilities that by their terms are extendable or renewable at the option of the obligor thereon to a time more than 12 months after the time as of which the amount
thereof is being computed, and (ii) current maturities of long-term debt)	 	 	 	 	 	 	 	 	 	(2,227	)










FORM OF COMPLIANCE CERTIFICATE

FOR THE PERIOD ENDING

                       

TRANSMONTAIGNE OPERATING COMPANY L.P.  



	Less: the value (net of any applicable reserves) of all goodwill, trade names, trademarks, patents and other like intangible assets, all as set forth, or on a pro forma basis would be set forth, on the Consolidated
balance sheet of Partners and its Restricted Subsidiaries for the most recently completed Fiscal Quarter, prepared in accordance with GAAP	 	 	 	 	 	 	 	 	 	—
	 	 	 	 	 	 	 	 	 	 	

	Consolidated Net Tangible Assets	 	 	 	 	 	 	 	 	 	116,779
	 	 	 	 	 	 	 	 	 	 	











FORM OF COMPLIANCE CERTIFICATE

FOR THE PERIOD ENDING

           

TRANSMONTAIGNE OPERATING COMPANY L.P.  



	Total Leverage Ratio—Section 8.1	 	 	 	 
	The Leverage Ratio may not be less than 4.0:1	 	 	 	 
	Consolidated Funded Indebtedness	 	 	31,500	 
	Adjusted Consolidated EBITDA for Leverage Ratio	 	÷	14,652	 
	 	 	
	 
	Ratio for the last four quarters	 	 	2.15	  x
	 	 	
	 
	Pass or Fail?	 	 	PASS	 
	
Interest Coverage Ratio—Section 8.2	
 	
 	

 	
 
	The Interest Coverage Ratio may not be greater than 3.0:1	 	 	 	 
	Adjusted Consolidated EBITDA for Interest Coverage Ratio	 	 	14,652	 
	Consolidated Interest Expense	 	÷	1,569	 
	 	 	
	 
	Ratio for the last four quarters	 	 	9.34	  x
	 	 	
	 
	Pass or Fail?	 	 	PASS	 
	
Additional Indebtedness Limitation—Section 9.2	
 	
 	

 	
 
	See the definition of Permitted Indebtedness	 	 	 	 
	

Aggregate amount of unsecured Funded Indebtedness	
 	
 	

—	
 
	Maximum allowable	 	 	125,000	 
	Pass or Fail?	 	 	PASS	 
	

Aggregate amount of unsecured indebtedness to TMG	
 	
 	

—	
 
	Maximum allowable	 	 	5,000	 
	Pass or Fail?	 	 	PASS	 
	

Other indebtedness	
 	
 	

—	
 
	Maximum allowable—5% of Consolidated Net Tangible Assets	 	 	5,839	 
	Pass or Fail?	 	 	PASS	 
	
Restrictions on Sale of Assets—Section 9.3	
 	
 	

 	
 
	The amount of asset sales (not otherwise allowed) is limited to no more than $10 million in any fiscal year and no more than 10% of Consolidated Net Tangible Assets since the date of closing.	 	 	 	 
	Other assets sales during fiscal year	 	 	—	 
	Maximum allowable	 	 	10,000	 
	Pass or Fail?	 	 	PASS	 
	

Other assets sales since the date of closing	
 	
 	

—	
 
	10% of Consolidated Net Tangible Assets	 	 	11,678	 
	Pass or Fail?	 	 	PASS	 
	
Operating Lease Obligations—Section 9.15	
 	
 	

 	
 
	Amount of operating leases entered into or assumed in the current fiscal year.	 	 	—	 
	Annual Maximum allowable	 	 	5,000	 
	Pass or Fail?	 	 	PASS	 











EXHIBIT K  


[FORM OF] GUARANTOR JOINDER AGREEMENT 


        THIS
GUARANTOR JOINDER AGREEMENT (this "Agreement"), dated as of
[                            ],
200[    ], is by and between [                        ], a
[                        ] (the "Joining
Guarantor"), and WACHOVIA BANK, NATIONAL ASSOCIATION, in its capacity as Agent (the "Agent") under that certain Senior Secured
Credit Facility (together with all modifications, renewals, extensions, supplements and replacements from time to time, the "Credit Agreement") dated as
of May 9, 2005 by and among TRANSMONTAIGNE OPERATING COMPANY L.P., a Delaware limited partnership (the "Borrower"), the Lenders party thereto,
FLEET NATIONAL BANK and JPMORGAN CHASE BANK, N.A., as Syndication Agents, BNP PARIBAS and SOCIÉTÉ GÉNÉRALE, NEW YORK BRANCH, as the
Documentation Agents, and the Agent. All of the defined terms in the Credit Agreement are incorporated herein by reference. 


        The
Joining Guarantor is required to become a Full Recourse Guarantor pursuant to the terms of the Credit Agreement. 


        Accordingly
the Joining Guarantor hereby agrees as follows with the Agent, for the benefit of the Lenders: 


        1.     The
Joining Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Joining Guarantor will be deemed to be a party to the Full
Recourse Guaranty Agreement and a "Guarantor" (as used herein "Guarantor" shall mean either "Guarantor" or "Full Recourse Guarantor" with respect to any Credit Document, as applicable), for all
purposes of the Full Recourse Guaranty Agreement and the other Credit Documents, and shall have all of the obligations of a Guarantor thereunder as if it has executed the Full Recourse Guaranty
Agreement and the other Credit Documents, as applicable. The Joining Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained
in the Credit Agreement and in the Credit Documents applicable to a Guarantor as a Credit Party, including without limitation (i) all of the representations and warranties of the Credit Parties
set forth in Article VI of the Credit Agreement and (ii) all of the affirmative and negative covenants set forth in Articles VII, VIII and IX of the Credit Agreement. 


        2.     The
Joining Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Joining Guarantor will be deemed to be a party to the
Security Agreement, and shall have all the obligations of an "Obligor" (as such term is defined in the Security Agreement) thereunder as if it had executed the Security Agreement. The Joining
Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Security Agreement. Without limiting the generality of the
foregoing terms of this paragraph 2, the Joining Guarantor hereby grants to the Agent, for the benefit of the Lenders, a continuing security
interest in, and a right of set off against any and all right, title and interest of the Joining Guarantor in and to the Collateral (as such term is defined in  Section 2 of the Security Agreement)
of the Joining Guarantor. 



        3.     The
Joining Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Joining Guarantor will be deemed to be a party to the
Contribution Agreement, and shall have all the obligations of a "Contributing Party" thereunder as if it had executed the Contribution Agreement. The Joining Guarantor hereby ratifies, as of the date
hereof, and agrees to be bound by, all the terms, provisions and conditions contained in the Contribution Agreement. 


        4.     The
Joining Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Joining Guarantor will be deemed to be a party to the Pledge
Agreement, and shall have all the obligations of a "Pledgor" thereunder as if it had executed the Pledge Agreement. The Joining Guarantor hereby ratifies, as of the date hereof, and agrees to be bound
by, all the terms, provisions and conditions contained in the Pledge Agreement. Without limiting the generality of the foregoing terms of this paragraph 3, the Joining Guarantor hereby pledges
and assigns to the Agent, for the benefit of the Lenders, and grants to the Agent, for the benefit of the Lenders, a continuing security interest in any and all right, title and interest of the
Joining Guarantor in and to Pledged

Shares (as such term is defined in Section 2 of the Pledge Agreement) and the other Pledged Collateral (as such term is defined in  Section 2 of
the Pledge Agreement). 


        5.     The
Joining Guarantor acknowledges and confirms that it has received a copy of the Credit Agreement and the schedules and exhibits thereto, the Pledge Agreement and the
schedules and exhibits thereto and the Security Agreement and the schedules and exhibits relating thereto and the Full Recourse Guaranty Agreement. The schedules to the Credit Agreement, the Pledge
Agreement and the Security Agreement are amended to provide the information shown on the attached Schedule A. 



        6.     The
Joining Guarantor confirms that all of the Obligations under the Full Recourse Guaranty Agreement, upon the Joining Guarantor becoming a Guarantor will and shall
continue to be, in full force and effect. 


        7.     The
Joining Guarantor hereby agrees that upon becoming a Guarantor it will assume all Guaranteed Obligations of a Guarantor as set forth in the Full Recourse Guaranty
Agreement. 


        8.     The
Joining Guarantor agrees that at any time and from time to time, upon the written request of the Agent, it will execute and deliver such further documents and do such
further acts and things as the Agent may reasonably request in order to effect the purposes of this Certificate. 


        9.     This
Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract. 


        10.   This
Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of New York, WITHOUT GIVING EFFECT TO THE CHOICE OF LAW
PROVISIONS THEREOF other than Section 5-1401 of the New York General Obligations Law. 


[signatures
on following page] 







        IN WITNESS WHEREOF, the Joining Guarantor has caused this Joinder Agreement to be duly executed by its authorized officers, and the Agent,
for the benefit of the Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first above written. 



	 	 	[JOINING GUARANTOR]
	

 	
 	

By:	
 	

    

	 	 	Name:	 	    

	 	 	Title:	 	    

	

 	
 	
WACHOVIA BANK, NATIONAL ASSOCIATION
	

 	
 	

By:	
 	

    

	 	 	Name:	 	    

	 	 	Title:	 	    











SCHEDULE A
  to

Joinder Agreement  


 Schedule 1(b) to Security Agreement  

Intellectual Property 


 Schedule 2(d) to Security Agreement  

Commercial Tort Claims 


 Schedule 4(a)(i) to Security Agreement   

Chief Executive Office/Principal Place of Business/

Exact Legal Name/State of Formation 


 Schedule 2(a) to Pledge Agreement  

Pledged Capital Stock 








EXHIBIT L  


[FORM OF] SOLVENCY CERTIFICATE 


(Dated
as of [                            ],
[            ]) 


        The
undersigned [TITLE] of Transmontaigne GP L.L.C., the sole general partner of TRANSMONTAIGNE PARTNERS L.P. (the
"Company"), a Delaware limited partnership, is familiar with the properties, businesses, assets and liabilities of the Company and is duly authorized to
execute this certificate on behalf of the Company. 


        Reference
is made to that Senior Secured Credit Facility dated as of May 9, 2005, among TransMontaigne Operating Company L.P., as the Borrower, TransMontaigne Operating Company
L.P. (the "Borrower"), the Lenders, Fleet National Bank and JPMorgan Chase Bank, N.A., as Syndication Agents, BNP Paribas and Société
Générale, New York Branch, as the Documentation Agents, Wachovia Bank, National Association, as agent (the "Agent"), and
the lenders from time to time parties thereto (the "Lenders") (together with all modifications, renewals, extensions, supplements and replacements from
time to time, the "Credit Agreement"). All capitalized terms used and not defined herein have the meanings stated in the Credit Agreement. 


        1.     The
undersigned certifies that, to his knowledge, he/she has made such investigation and inquiries as to the financial condition of the Company as he/she deems necessary
and prudent for the purpose of providing this Certificate. The undersigned acknowledges that the Agent and the Lenders are relying on the truth and accuracy of this Certificate in connection with
making of the Loans and issuing or participating in Letters of Credit under the Credit Agreement. 



        2.     The
undersigned certifies that the financial information, projections and assumptions which underlie and form the basis for the representations made in this Certificate
were reasonable when made and were made in good faith and continue to be reasonable as of the date hereof. 


        BASED
ON THE FOREGOING, the undersigned certifies that, as of the Closing Date and after giving effect to the Loans: 



        A.    The
Company and its Subsidiaries, on a consolidated basis, are able to pay their debts and other liabilities, contingent obligations and other commitments as they mature
in the normal course of business. 


        B.    The
Company and its Subsidiaries, on a consolidated basis, do not intend to incur debts or liabilities beyond their ability to pay as such debts and liabilities mature in
their ordinary course. 


        C.    The
Company and its Subsidiaries, on a consolidated basis, are not engaged in any business or transaction, and are not about to engage in any business or transaction, for
which the assets of the Company and its Subsidiaries, on a consolidated basis, would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in
which the Company and its Subsidiaries are engaged or are to engage. 



        D.    The
present fair saleable value of the consolidated assets of the Company and its Subsidiaries, taken on a going concern basis, is not less than the amount that will be
required to pay the probable liability on the debts of the Company and its Subsidiaries, on a consolidated basis, as they become absolute and matured. For all purposes hereunder, the term
"liabilities" shall not include any inter-company amounts payable to another Credit Party. 



[signatures
on following page] 







        IN
WITNESS WHEREOF, the undersigned has executed this Certificate this May     , 2005, in his/her capacity as
the                        of the Company. 



	 	 	TRANSMONTAIGNE PARTNERS L.P.,
	

 	
 	

By:	
 	

TransMontaigne GP L.L.C., its sole general partner
	

 	
 	

By:	
 	

    

	 	 	 	 	Name:	 	    

	 	 	 	 	Title:	 	    












EXHIBIT M  


FORM OF CONTRIBUTION AGREEMENT 


        THIS
CONTRIBUTION AGREEMENT (this "Agreement") is entered into as of May     , 2005, by and among TRANSMONTAIGNE
OPERATING COMPANY L.P., a Delaware limited partnership (the "Borrower"), and TRANSMONTAIGNE PARTNERS L.P., a  Delaware limited partnership (the
"Limited Recourse Guarantor"), COASTAL TERMINALS L.L.C., RAZORBACK
L.L.C., and TPSI TERMINALS L.L.C., each a Delaware limited liability company (collectively, together with any subsidiary of the Borrower which becomes a Guarantor pursuant to  Section 7.15 of the
Credit Agreement referred to below, the "Subsidiary Guarantors");
respectively organized under the laws of the states set forth on the signature pages below their names. The Borrower, the Limited Recourse Guarantor, and each of the Subsidiary Guarantors are
sometimes hereinafter referred to individually as a "Contributing Party" and collectively as the "Contributing
Parties"). 


W I T N E S S E T H:  


        WHEREAS, pursuant to that certain Senior Secured Credit Facility among the Borrower, TransMontaigne Operating Company L.P. (the "Borrower"), the Lenders, Fleet
National Bank and JPMorgan Chase Bank, N.A., as Syndication Agents, BNP Paribas and Société Générale, New York Branch, as the Documentation
Agents, Wachovia Bank, National Association, as Agent for itself and the other "Lenders" which are party thereto from time to time, dated as of May 9, 2005 (together with all modifications,
renewals, extensions, supplements and replacements from time to time, the "Credit Agreement"); unless otherwise provided herein, capitalized terms used
in this Agreement have the meanings set forth in the Credit Agreement), the Lenders have agreed to extend financial accommodations to the Borrower; 


        WHEREAS,
as a condition, among others, to the Agent's and the Lenders' willingness to enter into the Credit Agreement, the Lenders have required that (i) each Domestic Subsidiary
become unconditionally and jointly and severally liable on the "Guaranteed Obligations" (as defined in the Full Recourse Guaranty Agreement; as used herein, the "FR Guaranteed
Obligations") as a Subsidiary Guarantor and a party to the Full Recourse Guaranty Agreement, and (ii) the Limited Recourse Guarantor become unconditionally liable on the
"Guaranteed Obligations" thereof (as defined in the Limited Recourse Guaranty Agreement; and subject to the limitations set forth in Section 2
thereof; as used herein the "LR Guaranteed Obligations", subject to the limitations set forth in such  Section 1; together, with the FR Guaranteed
Obligations, the "Total Guaranteed Obligations") as a
Limited Recourse Guarantor and a party to the Limited Recourse Guaranty Agreement; 


        WHEREAS,
(i) each Subsidiary Guarantor is a wholly-owned direct or indirect subsidiary of the Borrower and is engaged in businesses related to those of the Borrower and each other
Subsidiary and (ii) the Borrower is a Subsidiary of the Limited Recourse Guarantor, and each such Contributing Party will derive direct or indirect economic benefit from the effectiveness and
existence of the Credit Agreement; 


        NOW,
THEREFORE, in consideration of the premises and the covenants hereinafter contained, and to (i) induce each Subsidiary Guarantor to be unconditionally and jointly and
severally liable as a Subsidiary Guarantor under the Full Recourse Guaranty Agreement, and (ii) induce the Limited Recourse Guarantor to become liable as a Limited Recourse Guarantor under the
Limited Recourse Guaranty Agreement, subject to the limitations set forth in Section 2 thereof, it is agreed as follows: 



        To
the extent that any Contributing Party other than the Borrower shall, under the Credit Agreement, the Full Recourse Guaranty Agreement (as to the Subsidiary Guarantors), and the
Limited Recourse Guaranty Agreement (as to the Limited Recourse Guarantor), make a payment (a "Guarantor Payment") of a portion of the Total Guaranteed
Obligations, then such Contributing Party shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other
Contributing Parties in an amount, for each such Contributing Party, equal to a fraction of such


Guarantor Payment, the numerator of which fraction is such Contributing Party's Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Contributing Parties. 


        As
of any date of determination, the "Allocable Amount" of each Contributing Party shall be equal to the maximum amount of liability which
could be asserted against such Contributing Party hereunder with respect to the applicable Guarantor Payment without (i) rendering such Contributing Party "insolvent" within the meaning of
Section 101(31) of the Federal Bankruptcy Code (the "Bankruptcy Code") or Section 2 of either the Uniform Fraudulent Transfer Act (the
"UFTA") or the Uniform Fraudulent Conveyance Act (the "UFCA"), (ii) leaving such Contributing
Party with unreasonably small capital, within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA or Section 5 of the UFCA, or (iii) leaving such
Contributing Party unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA or Section 6 of the UFCA. 


        This
Agreement is intended only to define the relative rights of the Contributing Parties, and nothing set forth in this Agreement is intended to or shall impair the obligations of
(i) the Borrower's Subsidiaries, jointly and severally, to pay any amounts, as and when the same shall become due and payable in accordance with the terms of the Credit Agreement or the Full
Recourse Guaranty Agreement, as the case may be, and (ii) with respect to the Limited Recourse Guarantor, to pay any amounts, as and when the same shall become due and payable in accordance
with the terms of the Credit Agreement or the Limited Recourse Guaranty Agreement, as the case may be. 


        The
parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets in favor of each of the Subsidiary Guarantors or the Limited Recourse
Guarantor, as the case may be, to which such contribution and indemnification is owing. 



        This
Agreement shall become effective upon its execution by each of the Contributing Parties and shall continue in full force and effect and may not be terminated or otherwise revoked by
any Contributing Party until all of the Credit and Collateral Termination Events have occurred. Each Contributing Party agrees that if, notwithstanding the foregoing, such Contributing Party shall
have any right under applicable law to terminate or revoke this Agreement, and such Contributing Party shall attempt to exercise such right, then such termination or revocation shall not be effective
until a written notice of such revocation or termination, specifically referring hereto and signed by such Contributing Party, is actually received by each of the other Contributing Parties and by the
Agent at its notice address set forth in the Credit Agreement, the Full Recourse Guaranty Agreement, or the Limited Recourse Guaranty Agreement, as the case may be. Such notice shall not affect the
right or power of any Contributing Party to enforce rights arising prior to receipt of such written notice by each of the other Contributing Parties and the Agent. If any Lender grants additional
loans to the Borrower or takes other action giving rise to additional Obligations after any Contributing Party has exercised any right to terminate or revoke this Agreement but before the Agent
receives such written notice, the rights of each other Contributing Party to contribution and indemnification hereunder in connection with any Guarantor Payments made with respect to such loans or
Obligations shall be the same as if such termination or revocation had not occurred. 



        This
Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of New York, WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PROVISIONS THEREOF
other than Section 5-1401 of the New York General Obligations Law. 


[signatures
on following page] 







        IN
WITNESS WHEREOF, each Contributing Party has executed and delivered this Agreement, under seal, as of the date first above written. 



	 	 	TRANSMONTAIGNE OPERATING COMPANY L.P.
	

 	
 	

By:	
 	

TransMontaigne Operating GP L.L.C.,

its sole general partner
	

 	
 	

By:	
 	

    

	 	 	 	 	Name:	 	    

	 	 	 	 	Title:	 	    

	

 	
 	

TRANSMONTAIGNE PARTNERS L.P.,
	

 	
 	

By:	
 	

TransMontaigne GP L.L.C.,

its sole general partner
	

 	
 	

By:	
 	

    

	 	 	 	 	Name:	 	    

	 	 	 	 	Title:	 	    

	

 	
 	

COASTAL TERMINALS L.L.C.,

a Delaware limited liability company
	

 	
 	

By:	
 	

    

	 	 	 	 	Name:	 	    

	 	 	 	 	Title:	 	    

	

 	
 	

RAZORBACK L.L.C.,

a Delaware limited liability company
	

 	
 	

By:	
 	

    

	 	 	 	 	Name:	 	    

	 	 	 	 	Title:	 	    

	

 	
 	

TPSI TERMINALS L.L.C.,

a Delaware limited liability company
	

 	
 	

By:	
 	

    

	 	 	 	 	Name:	 	    

	 	 	 	 	Title:	 	    












EXHIBIT N  


 FORM OF NOTICE OF LETTER OF CREDIT  


TO:
The Agent under that certain Senior Secured Credit Facility, dated as of May 9, 2005 (together with all modifications, renewals, extensions, supplements and replacements from time to time,
the "Credit Agreement"), among TRANSMONTAIGNE OPERATING COMPANY L.P., a Delaware limited partnership, certain other borrowing entities party thereto,
the financial institutions party thereto, FLEET NATIONAL BANK and JPMORGAN CHASE BANK, N.A., as Syndication Agents, BNP PARIBAS and SOCIÉTÉ
GÉNÉRALE, NEW YORK BRANCH, as the Documentation Agents, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent. Unless otherwise defined herein, terms defined in the Credit
Agreement shall have the same meaning in this notice. 


        Pursuant
to Section 3.2 of the Credit Agreement, the Issuing Bank hereby certifies to the Agent that it has issued the following
Letter of Credit pursuant to Article III of the Credit Agreement: 



	Letter of Credit No. and Face Amount
 
	 	Date of Issuance
	 	Expiry Date
	 	Letter of Credit Purpose
	 	Beneficiary

	    	 	 	 	 	 	 	 	 
	    	 	 	 	 	 	 	 	 





        A
copy of the Letter of Credit listed above has been attached hereto. 


        The
Issuing Bank undertakes to notify the Agent by facsimile or other electronic means of any amendment, extension or cancellation of the Letter of Credit. 


Date:
[                        ]. 



	 	 	[ISSUING BANK]
	

 	
 	

By:	

 
	 	 	 	

	 	 	Name:	 
	 	 	 	

	 	 	Title:	 
	 	 	 	











EXHIBIT N  


[FORM OF] NOTICE OF ACCOUNT DESIGNATION 


May     ,
2005 


Wachovia
Bank, National Association,

as Agent for the Lenders

201 South College Street

Mail Code: NC 0680

Mail Code: NC 0680, CP-8

Charlotte, North Carolina 28288-0680

Attn: Syndication Agency Services 



Ladies
and Gentlemen: 


        This
Notice of Account Designation is delivered to you by [COMPANY] (the "Company"), a Transmontaigne Operating Company L.P., a Delaware limited partnership,
pursuant to that certain Senior Secured Credit Facility dated as of May 9, 2005 (together with all modifications, renewals, extensions, supplements and replacements from time to time, the
"Credit Agreement") by and among the Borrowers, the Lenders party thereto, Fleet National Bank and JPMorgan Chase Bank, N.A., as Syndication Agents, BNP Paribas and
Société Générale, New York Branch, as the Documentation Agents, and Wachovia Bank, National Association, as agent for the Lenders (the
"Agent"). 


        The
Agent is hereby authorized to disburse all Loan proceeds into the following account, unless the Company shall designate, in writing to the Agent, one or more other accounts: 


[INSERT
Name of Bank/

ABA Routing Number/

and Account Number] 


        Notwithstanding
the foregoing, on the closing date of the Credit Agreement, funds borrowed under the Credit Agreement shall be sent to the institutions and/or persons designated on the
attached payment instructions. 


        IN
WITNESS WHEREOF, the undersigned has executed this Notice of Account Designation the day and year set forth above. 



	 	 	TRANSMONTAIGNE OPERATING COMPANY L.P.
	

 	
 	

By:	
 	

TransMontaigne Operating GP L.L.C., its sole general partner
	

 	
 	

By:	
 	

 	

 
	 	 	 	 	

	 	 	 	 	Name:	 
	 	 	 	 	 	

	 	 	 	 	Title:	 
	 	 	 	 	 	















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Exhibit 10.1


SENIOR SECURED CREDIT FACILITY