Attached files
file | filename |
---|---|
8-K - 8-K - TransMontaigne Partners LLC | a12-28956_18k.htm |
EX-2.1 - EX-2.1 - TransMontaigne Partners LLC | a12-28956_1ex2d1.htm |
EX-10.1 - EX-10.1 - TransMontaigne Partners LLC | a12-28956_1ex10d1.htm |
EX-99.3 - EX-99.3 - TransMontaigne Partners LLC | a12-28956_1ex99d3.htm |
EX-99.1 - EX-99.1 - TransMontaigne Partners LLC | a12-28956_1ex99d1.htm |
Exhibit 99.2
January 5, 2012
TransMontaigne Operating Company L.P.
1670 Broadway, Suite 3100
Denver, Colorado 80202
Attn: Fred Boutin
Re: Independent Accountant
Ladies and Gentlemen:
Reference is made to that certain Second Amended and Restated Senior Secured Credit Facility dated as of March 9, 2011, by and among TransMontaigne Operating Company L.P., a Delaware limited partnership (the Borrower or you), the Lenders party thereto from time to time (the Lenders), U.S. Bank National Association, as Syndication Agent, Bank of America, N.A., as Documentation Agent, and Wells Fargo Bank, National Association, in its capacity as administrative agent for the Lenders (the Agent) (as amended, restated, supplemented, or otherwise modified from time to time, the Credit Agreement). Capitalized terms used without definition in this letter agreement have the meanings given those terms in the Credit Agreement.
The Borrower, the Agent, and the Required Lenders party hereto agree that the phrase 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 in Section 7.1(a) of the Credit Agreement is amended so that it reads an Independent Accountant selected by Partners and approved by the Agent (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). The Borrower has selected Deloitte & Touche LLP as its Independent Accountant and the Agent has approved such selection.
This letter agreement shall be effective only upon the receipt by the Agent of duly executed signature pages of (a) this letter agreement from the Borrower, Agent, and those Lenders constituting the Required Lenders and (b) the Consent and Reaffirmation of Guarantors from each of the Guarantors.
This letter agreement is a Credit Document. This letter agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one instrument. Delivery by one or more parties hereto of an executed counterpart of this letter agreement via facsimile, telecopy, or other electronic method of transmission pursuant to which the signature of such party can be seen (including, without limitation, Adobe Corporations Portable Document Format) shall have the same force and effect as the delivery of an original executed counterpart of this letter agreement. Any party delivering an executed counterpart of this letter agreement by facsimile or other electronic method of transmission shall also deliver an original executed
counterpart, but the failure to do so shall not affect the validity, enforceability, or binding effect of this letter agreement.
This letter agreement shall be governed by and construed and interpreted in accordance with the laws of the State of New York.
[SIGNATURES ON FOLLOWING PAGES]
AGENT AND LENDERS: |
WELLS FARGO BANK, | |
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NATIONAL ASSOCIATION, | |
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as Agent and as a Lender | |
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By: |
/s/ Jonathan Herrick |
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Name: |
Jonathan Herrick |
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Title: |
Assistant Vice President |
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BANK OF AMERICA, N.A., | |
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as a Lender | |
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By: |
/s/ Rick Wadley |
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Name: |
Rick Wadley |
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Title: |
Senior Vice President |
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U.S. BANK NATIONAL ASSOCIATION, | |
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as a Lender | |
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By: |
/s/ Daniel K. Hansen |
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Name: |
Daniel K. Hansen |
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Title: |
Vice President |
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UNION BANK, N.A., | |
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as a Lender | |
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By: |
/s/ Zachary Holly |
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Name: |
Zachary Holly |
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Title: |
Assistant Vice President |
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AMEGY BANK NATIONAL ASSOCIATION, | |
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as a Lender | |
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By: |
/s/ Kevin Donaldson |
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Name: |
Kevin Donaldson |
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Title: |
Vice President |
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COMERICA BANK, | |
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as a Lender | |
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By: |
/s/ Caroline M. McClurg |
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Name: |
Caroline M. McClurg |
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Title: |
Senior Vice President |
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MORGAN STANLEY SENIOR FUNDING, INC., | |
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as a Lender | |
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By: |
/s/ Dmitriy Barskiy |
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Name: |
Dmitriy Barskiy |
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Title: |
Vice President |
Acknowledged and Agreed: |
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TRANSMONTAIGNE OPERATING COMPANY L.P., |
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as Borrower |
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By: |
TransMontaigne Operating GP L.L.C., |
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its sole general partner |
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By: |
/s/ Frederick W. Boutin |
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Name: |
Frederick W. Boutin |
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Title: |
Executive Vice President |
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CONSENT AND REAFFIRMATION OF GUARANTORS
Each of the undersigned (i) acknowledges receipt of the foregoing letter agreement (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 each of the Credit Documents to which it is a party, and agrees that none of such obligations and covenants shall be limited 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.
January 5, 2012: |
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FULL RECOURSE GUARANTORS: | |
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TRANSMONTAIGNE TERMINALS, L.L.C., a Delaware limited liability company | |
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By: |
/s/ Frederick W. Boutin |
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Name: |
Frederick W. Boutin |
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Title: |
Executive Vice President |
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RAZORBACK L.L.C., | |
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a Delaware limited liability company | |
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By: |
/s/ Frederick W. Boutin |
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Name: |
Frederick W. Boutin |
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Title: |
Executive Vice President |
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TPSI TERMINALS L.L.C., | |
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a Delaware limited liability company | |
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By: |
/s/ Frederick W. Boutin |
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Name: |
Frederick W. Boutin |
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Title: |
Executive Vice President |
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TLP FINANCE CORP., | |
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a Delaware corporation | |
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By: |
/s/ Frederick W. Boutin |
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Name: |
Frederick W. Boutin |
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Title: |
Executive Vice President |
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TLP OPERATING FINANCE CORP., | |
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a Delaware corporation | |
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By: |
/s/ Frederick W. Boutin |
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Name: |
Frederick W. Boutin |
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Title: |
Executive Vice President |
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TMOC CORP., | |
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a Delaware corporation | |
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By: |
/s/ Frederick W. Boutin |
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Name: |
Frederick W. Boutin |
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Title: |
Executive Vice President |
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TLP MEX L.L.C., | |
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a Delaware limited liability company | |
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By: |
/s/ Frederick W. Boutin |
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Name: |
Frederick W. Boutin |
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Title: |
Executive Vice President |
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TPME L.L.C., | |
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a Delaware limited liability company | |
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By: |
/s/ Frederick W. Boutin |
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Name: |
Frederick W. Boutin |
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Title: |
Executive Vice President |