Exhibit 10.1


FIRST AMENDMENT TO AMENDED AND RESTATED SENIOR
SECURED CREDIT FACILITY


THIS FIRST AMENDMENT TO AMENDED AND RESTATED SENIOR
SECURED CREDIT FACILITY (this “Amendment”) is dated as of July 12, 2007,
among TRANSMONTAIGNE OPERATING COMPANY L.P. (the “Borrower”), each of
the financial institutions party from time to time to the Credit Agreement (as
defined below)(collectively, the “Lenders”), WACHOVIA BANK, NATIONAL
ASSOCIATION, as the administrative agent (the “Agent”), BANK OF AMERICA, N.A.,
and JPMORGAN CHASE BANK, N.A., as the Syndication Agents, BNP PARIBAS and
SOCIÉTÉ GÉNÉRALE, NEW YORK BRANCH, as the Documentation Agents (the Agent, the
Syndication Agents, and the Documentation Agents, collectively, the “Agents”).


W  I  T  N  E
S  S  E  T  H :


WHEREAS, the Borrower, the Lenders, and the Agents
executed and delivered that certain Amended and Restated Senior Secured Credit
Facility dated as of December 22, 2006 (as the same may amended, restated,
modified, or supplemented from time to time, the “Credit Agreement”);
and


WHEREAS, the Borrower has requested, and the Agent and
the Lenders have agreed, subject to the terms and conditions hereof, to certain
amendments to the Credit Agreement as set forth herein.


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


1.             Definitions.  Unless otherwise specifically defined herein,
each term used herein which is defined in the Credit Agreement shall have the
meaning assigned to such term in the Credit Agreement.  Each reference to “hereof,” “hereunder,” “herein,”
and “hereby” and each other similar reference and each reference to “this
Agreement” and each other similar reference contained in the Credit Agreement
shall from and after the date hereof refer to the Credit Agreement as amended
hereby.


2.             Amendment to
Section 2.2(c)(ii)(A).  Section
2.2(c)(ii)(A) of the Credit Agreement is hereby deleted and the following
substituted in lieu thereof:


(A)          At the Borrower’s written request to
the Agent, the Revolving Credit Committed Amount may be increased from time to
time and new Term Loan Commitments may be obtained in increments of $5,000,000,
up to an additional $100,000,000 in the aggregate, for a maximum amount of
Revolving Credit Committed Amounts plus Term Committed Amounts plus
outstanding Term Loans of $250,000,000; provided, however, that
no such increase or additional commitments shall be effective unless:


3.             Restatement of
Representations and Warranties. 
Borrower hereby restates and renews each and every representation and
warranty heretofore made by it in the Credit Agreement and the other Credit
Documents as fully as if made on the date hereof and with











specific reference
to this Amendment and all other documents executed and/or delivered in
connection herewith, except for those representations which expressly relate to
an earlier date.


4.             Effect of
Amendment.  Except as set forth
expressly hereinabove, all terms of the Credit Agreement and the other Credit
Documents shall be and remain in full force and effect, and shall constitute
the legal, valid, binding, and enforceable obligations of the Borrower.


5.             No Novation or
Mutual Departure.  The Borrower
expressly acknowledges and agrees that (i) there has not been, and this
Amendment does not constitute or establish, a novation with respect to the
Credit Agreement or any of the Credit Documents, or a mutual departure from the
strict terms, provisions, and conditions thereof, and (ii) nothing in this
Amendment shall affect or limit the Agent’s or the Lender’s right to demand
payment of liabilities owing from the Borrower to the Agent and the Lenders
under, or to demand strict performance of the terms, provisions and conditions
of, the Credit Agreement and the other Credit Documents, to exercise any and
all rights, powers and remedies under the Credit Agreement or the other Credit
Documents or at law or in equity, or to do any and all of the foregoing,
immediately at any time after the occurrence of a Default or an Event of
Default under the Credit Agreement or the other Credit Documents.


6.             Ratification.  The Borrower hereby restates, ratifies, and
reaffirms each and every term, covenant, and condition set forth in the Credit
Agreement and the other Credit Documents to which it is a party effective as of
the date hereof.


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


8.             Section
References.  Section titles and references
used in this Amendment shall be without substantive meaning or content of any
kind whatsoever and are not a part of the agreements among the parties hereto
evidenced hereby.


9.             No Default.  To induce the Agent and the Lenders to enter
into this Amendment and to continue to make advances pursuant to the Credit
Agreement (subject to the terms and conditions hereof), the Borrower hereby
acknowledges and agrees that, as of the date hereof, and after giving effect to
the terms hereof, there exists (i) no Default or Event of Default and
(ii) no right of offset, defense, counterclaim, claim, or objection in
favor of the Borrower arising out of or with respect to any of the Loans or
other obligations of the Borrower owed to the Lenders under the Credit Agreement
or any Credit Document.


10.           Further
Assurances.  The Borrower agrees to
take such further actions as the Agent shall reasonably request in connection
herewith to evidence the amendments herein contained.


11.           Governing Law.  This Amendment shall be governed by and
construed and interpreted in accordance with the laws of the State of New York.











12.           Conditions
Precedent.  This Amendment shall
become effective only upon (i) execution and delivery of this Amendment by the
Borrower, the Agent, and the Required Lenders and (ii) the Consent and
Reaffirmation of the Guarantors at the end hereof, executed and delivered by
the Guarantors.


[Signatures on following pages.]











IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be duly executed by
its duly authorized officer as of the day and year first above written.


 


	
  

  	
  BORROWER:

  
	
   

  	
   

  
	
  

  	
  TRANSMONTAIGNE OPERATING COMPANY

  L.P.

  
	
   

  	
   

  
	
   

  	
  By:

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

  
	
   

  	
   

  	
  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Frederick W.
  Boutin

  	
   

  
	
   

  	
   

  	
  Name: Frederick
  W. Boutin

  
	
   

  	
   

  	
  Title: Senior
  Vice President

  



 











 


	
  AGENT AND LENDERS:

  	
   

  	
  WACHOVIA BANK, 

  
	
   

  	
   

  	
  NATIONAL ASSOCIATION,

  
	
   

  	
   

  	
  as Agent and as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ illegible

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						



 











 


	
  

  	
  BANK OF AMERICA,
  N.A.,

  
	
   

  	
  as a Syndication
  Agent and a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey H.
  Rathkamp

  
	
   

  	
   

  	
  Name: 

  	
  Jeffrey H.
  Rathkamp

  
	
   

  	
   

  	
  Title:

  	
   Managing Director

  
					



 











 


	
  

  	
  JPMORGAN CHASE
  BANK, N.A., 

  
	
   

  	
  as a Syndication
  Agent and a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tara
  Narasiman

  
	
   

  	
   

  	
  Name:

  	
  Tara Narasiman

  
	
   

  	
   

  	
  Title: 

  	
  Associate

  
					



 











 


	
  

  	
  BNP PARIBAS, 

  as a Documentation Agent and a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Prisca Owens

  	 

	
   

  	
   

  	
  Name:

  	
  Prisca Owens

  	 

	
   

  	
   

  	
  Title:

  	
  Director

  	 

	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew
  Stratos

  	 

	
   

  	
   

  	
  Name:

  	
  Andrew Stratos

  	 

	
   

  	
   

  	
  Title:

  	
  Vice President

  	 

						



 











 


	
  

  	
  SOCIÉTÉ GÉNÉRALE, NEW YORK BRANCH, 

  
	
   

  	
  as a Documentation Agent and a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Emanuel
  Chesneau

  	 

	
   

  	
   

  	
  Name:

  	
  Emanuel Chesneau

  	 

	
   

  	
   

  	
  Title:

  	
   Managing Director

  	 

	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Chung-Taek Oh

  	 

	
   

  	
   

  	
  Name:

  	
  Chung-Taek Oh

  	 

	
   

  	
   

  	
  Title:

  	
   Vice President

  	 

						



 











 


	
  

  	
  WELLS FARGO
  BANK, N.A., 

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sushim Shah

  
	
   

  	
   

  	
  Name:

  	
  Sushim Shah

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 











 


	
  

  	
  U.S. BANK
  NATIONAL ASSOCIATION, 

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Monte E.
  Deckerd

  
	
   

  	
   

  	
  Name:

  	
  Monte E. Deckerd

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 











 


	
  

  	
  MERRILL LYNCH
  CAPITAL, a division of 

  
	
   

  	
  Merrill Lynch
  Business Financial Services Inc., 

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory B.
  Hanson

  
	
   

  	
   

  	
  Name:

  	
  Gregory B.
  Hanson

  
	
   

  	
   

  	
  Title:

  	
   Vice President

  
					



 











 


	
  

  	
  AMEGY BANK
  NATIONAL ASSOCIATION, 

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Chris R.
  Peterson

  
	
   

  	
   

  	
  Name:

  	
  Chris R.
  Peterson

  
	
   

  	
   

  	
  Title:

  	
  Banking Officer

  
					



 


 


 











 


	
  

  	
  BMO CAPITAL
  MARKETS FINANCING, INC., 

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Cahal
  Carmody

  
	
   

  	
   

  	
  Name:

  	
  Cahal Carmody

  
	
   

  	
   

  	
  Title:

  	
   Vice President

  
					



 











 


	
  

  	
  SUNTRUST BANK, 

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Edge

  
	
   

  	
   

  	
  Name:

  	
  David Edge

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
					



 















 


	
  

  	
  UNION BANK OF CALIFORNIA, N.A.,

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sean Murphy

  
	
   

  	
   

  	
  Name:

  	
  Sean Murphy

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 


 


 


 











 


	
  

  	
  COMERICA BANK,

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matthew J. Purchase

  
	
   

  	
   

  	
  Name:

  	
  Matthew J. Purchase

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 











 


	
  

  	
  NATIONAL CITY BANK,

  as a Lender

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Stephen Monto

  	 

	
   

  	
   

  	
  Name:

  	
  Stephen Monto

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
						



 











 


	
  

  	
  NATIXIS,

  as a Lender

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By: 

  	
  /s/ Donovan C. Broussard

  	 

	
   

  	
   

  	
  Name:

  	
  Donovan C. Broussard

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Daniel Payer

  
	
   

  	
   

  	
  Name:

  	
  Daniel Payer

  
	
   

  	
   

  	
  Title:

  	
  Director

  
							



 











 


	
  

  	
  UBS LOAN FINANCE LLC,

  as a Lender

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By: 

  	
  /s/ Richard L. Tavrow

  	 

	
   

  	
   

  	
  Name:

  	
  Richard L. Tavrow

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Mary E. Evans

  
	
   

  	
   

  	
  Name:

  	
  Mary E. Evans

  
	
   

  	
   

  	
  Title:

  	
  Associate Director

  
						



 











 


	
  

  	
  CATERPILLAR FINANCIAL SERVICES 

  CORPORATION,

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Michael A. Ward

  
	
   

  	
   

  	
  Name: 

  	
  Michael A. Ward

  
	
   

  	
   

  	
  Title:

  	
  Syndications Region Manager

  
					



 











CONSENT
AND REAFFIRMATION OF GUARANTORS


Each of the
undersigned (i) acknowledges receipt of the foregoing First Amendment to
Amended and Restated Senior Secured Credit Facility (the “Amendment”),
(ii) consents to the execution and delivery of the Amendment by the parties
thereto, and (iii) reaffirms all of its obligations and covenants under that
certain Full Recourse Guaranty Agreement dated as of May 27, 2005, or the
certain Limited Recourse Guaranty Agreement dated as of December 29, 2006, as
applicable, executed by it, or later joined by it, and agrees that none of such
obligations and covenants shall be affected by the execution and delivery of
the Amendment.  This Consent and
Reaffirmation may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed to be an original and all of which counterparts,
taken together, shall constitute but one and the same instrument.


July  12, 2007:


	
  

  	
  FULL RECOURSE GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  COASTAL TERMINALS L.L.C., a Delaware 

  limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Randall J. Larson

  	
   

  
	
   

  	
  Name: Randall J. Larson

  
	
   

  	
  Title: President and Chief Operating Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RAZORBACK L.L.C.,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Randall J. Larson

  	
   

  
	
   

  	
  Name: Randall J. Larson

  
	
   

  	
  Title: President and Chief Operating Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TPSI TERMINALS L.L.C.,

  
	
   

  	
  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Randall J. Larson

  	
   

  
	
   

  	
  Name: Randall J. Larson

  
	
   

  	
  Title: President and Chief Operating Officer

  



 











 


	
  

  	
  TLP FINANCE CORP.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Randall J. Larson

  	
   

  
	
   

  	
  Name: Randall J. Larson

  
	
   

  	
  Title: President and Chief Operating Officer

  



 


	
   

  	
  TLP OPERATING FINANCE CORP.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Randall J. Larson

  	
   

  
	
   

  	
  Name: Randall J. Larson

  
	
   

  	
  Title: President and Chief Operating Officer

  



 


 


	
  

  	
  LIMITED RECOURSE GUARANTOR:

  
	
   

  	
   

  
	
   

  	
  TRANSMONTAIGNE PARTNERS L.P.,

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  TransMontaigne GP L.L.C.,

  
	
   

  	
   

  	
  its sole general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Randall J. Larson

  	
   

  
	
   

  	
   

  	
  Name: Randall J. Larson

  
	
   

  	
   

  	
  Title: President and Chief Operating Officer