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