<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
TransMontaigne Oil Company
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
89393410
(CUSIP Number)
Elizabeth Foley
First Reserve Corporation
475 Steamboat Road
Greenwich, Connecticut 06830
(203) 661-6601
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
June 4, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d- 1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement /x/. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
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2
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes.)
<PAGE> 3
SCHEDULE 13D
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CUSIP NO. 89393410 PAGE 3 OF 56 PAGES
-------------------------- --- ---
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- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FIRST RESERVE SECURED ENERGY ASSETS FUND,
LIMITED PARTNERSHIP
I.R.S. IDENTIFICATION NO.: 06-1232433
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) __
(b) __
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZEN OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
299,221 (Item 5)
----------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY ----------------------------------------------------
EACH 9 SOLE DISPOSITIVE
REPORTING 299,221 (Item 5)
PERSON
WITH ----------------------------------------------------
10 SHARED DISPOSITIVE
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
299,221
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
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<PAGE> 4
SCHEDULE 13D
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CUSIP NO. 89393410 PAGE 4 OF 56 PAGES
-------------------------- --- ---
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- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FIRST RESERVE FUND V, LIMITED PARTNERSHIP
I.R.S. IDENTIFICATION NO.: 06-1295657
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) __
(b) __
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZEN OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
598,440 (Item 5)
NUMBER OF -------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH -------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE
PERSON 598,440(Item 5)
WITH
-------------------------------------------------------
10 SHARED DISPOSITIVE
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
598,440
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
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<PAGE> 5
SCHEDULE 13D
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CUSIP NO. 89393410 PAGE 5 OF 56 PAGES
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- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FIRST RESERVE FUND V-2, LIMITED PARTNERSHIP
I.R.S. IDENTIFICATION NO.: 06-6351960
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) __
(b) __
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZEN OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,196,877 (Item 5)
NUMBER OF -------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH -------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE
PERSON 1,196,877 (Item 5)
WITH
-------------------------------------------------------
10 SHARED DISPOSITIVE
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,196,877
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
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<PAGE> 6
SCHEDULE 13D
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CUSIP NO. 89393410 PAGE 6 OF 56 PAGES
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- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FIRST RESERVE FUND VI, LIMITED PARTNERSHIP
I.R.S. IDENTIFICATION NO. 06-1334650
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) __
(b) __
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZEN OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
4,488,292 (Item 5)
NUMBER OF -------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH -------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE
PERSON 4,488,292 (Item 5)
WITH
-------------------------------------------------------
10 SHARED DISPOSITIVE
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,488,292
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
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<PAGE> 7
SCHEDULE 13D
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CUSIP NO. 89393410 PAGE 7 OF 56 PAGES
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- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FIRST RESERVE CORPORATION
I.R.S. IDENTIFICATION NO.: 06-1210123
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) __
(b) __
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZEN OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
6,582,830 (Item 5)
NUMBER OF -------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH -------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE
PERSON 6,582,830 (Item 5)
WITH
-------------------------------------------------------
10 SHARED DISPOSITIVE
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,582,830
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
<PAGE> 8
8
Item 1. Security and Issuer.
This Statement on Schedule 13D (the "Schedule 13D") relates to the
Common Stock, par value $0.01 per share (the "Common Stock"), of TransMontaigne
Oil Company (formerly Sheffield Exploration Company, Inc.), a Delaware
corporation ("New TransMontaigne" or the "Company"). The principal executive
offices of the Company are located at 370 17th Street, Suite 900, Denver, CO
80202.
Item 2. Identity and Background.
This Schedule 13D is being filed by First Reserve Secured Energy Assets
Fund, Limited Partnership ("Fund IV"), First Reserve Fund V, Limited Partnership
("Fund V"), First Reserve Fund V-2, Limited Partnership ("Fund V-2") and First
Reserve Fund VI, Limited Partnership ("Fund VI", and together with Fund IV, Fund
V and Fund V-2, the "Funds"), and by First Reserve Corporation ("First
Reserve"), to report the acquisition by the Funds of Common Stock. First Reserve
is the managing general partner of each of the Funds. The Funds, in the
aggregate, directly own more than 5% of the issued and outstanding shares of
Common Stock.
Fund IV, Fund V and Fund V-2 are Delaware limited partnerships. Their
principal purpose is to make equity and debt investments in companies engaged in
various energy and energy related activities, including, but not limited to,
energy production, processing, transmission, distribution, marketing, equipment
manufacturing, electrical generation, and technical services, and in energy
assets such as oil and gas reserves or processing and transmission facilities.
<PAGE> 9
9
Fund VI is a Delaware limited partnership. Its principal purpose is to
make equity, equity-linked and debt investments in companies engaged in various
energy and energy related activities, including, but not limited to, energy
production, processing, transmission, distribution, marketing, equipment
manufacturing, electrical generation, and technical services, and in energy
assets such as oil and gas reserves or processing and transmission facilities,
but excluding any oil and gas exploration directly or through an entity whose
primary activity is to conduct such exploration.
First Reserve is a Delaware corporation which raises funds for and
manages the Funds. The principal business of First Reserve is to act as managing
general partner and provide investment management services to the Funds and to
other investment funds managed by First Reserve.
The principal business and office address of First Reserve and each of
the Funds (together, the "Reporting Persons") is 475 Steamboat Road, Greenwich,
Connecticut 06830.
Information with respect to the executive officers and directors of
First Reserve, including name, business address, present principal occupation or
employment and the organization in which such employment is conducted, and their
citizenship is listed on the schedule attached hereto as Schedule I, which is
incorporated in this Schedule 13D by reference.
During the last five years, none of the Reporting Persons nor any
executive officer or director of First Reserve has (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) been a party to a civil proceeding or a judicial or administrative body of
competent jurisdiction and as a result of such proceeding
<PAGE> 10
10
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On June 4, 1996 TransMontaigne Oil Company ("Old TransMontaigne")
merged (the "Merger") into Sheffield Exploration Company, Inc. ("Sheffield"),
pursuant to a Restated Agreement and Plan of Merger dated as of February 6, 1996
between Sheffield and Old TransMontaigne (the "Merger Agreement"). Sheffield,
which was the surviving corporation, changed its name to "TransMontaigne Oil
Company". Pursuant to the Merger Agreement, at the effective time of the Merger
each share of common stock of Old TransMontaigne ("Old Common Stock") was
converted into one share of Common Stock.
Prior to the Merger the Funds beneficially owned an aggregate of
6,582,830 shares of Old Common Stock (the "Old TransMontaigne Shares").
Following the Merger the Funds beneficially owned an aggregate of 6,582,830
shares of Common Stock, such that Fund IV owned 299,221 shares, Fund V owned
598,440 shares, Fund V-2 owned 1,196,877 shares and Fund VI owned 4,488,292
shares.
The source of consideration used by the Funds in acquiring the
6,582,830 shares of Common Stock reported as beneficially owned in Item 5 hereof
was the 6,582,830 Old TransMontaigne Shares.
The 6,582,830 Old TransMontaigne Shares used by the Funds to obtain
their 6,582,830 shares of Common Stock were acquired with the Funds' cash.
<PAGE> 11
11
Item 4. Purpose of Transaction.
The Funds acquired the shares of Common Stock disclosed in Item 5 of
this Schedule 13D in order to continue their substantial investment position in
the entity surviving the Merger. The Funds intend to participate in and
influence the affairs of the Company through the exercise of their voting rights
with respect to the shares of Common Stock owned by the Funds. As described in
Item 6 to this Schedule 13D, the Company has agreed to take all action necessary
to cause two persons designated by the Funds to be elected to the Company's
Board of Directors so long as the Funds own no less than 10% of the Common
Stock. Two directors of First Reserve (William E. Macaulay and John A. Hill)
currently serve as directors of the Company.
Except as described above, at the present time the Reporting Persons do
not have any plans or proposals that would relate to any transaction, change or
event specified in clauses (a) through (j) of Item 4 of the Schedule 13D form.
Item 5. Interest in Securities of the Issuer.
(a) As of June 4, 1996, the Funds beneficially owned an aggregate of
6,582,830 shares of Common Stock, constituting approximately 31.6% of the
approximately 20,799,133 shares of Common Stock outstanding as of June 6, 1996.
As the managing general partner of the Funds, First Reserve may be deemed to
beneficially own all 6,582,830
<PAGE> 12
12
shares of Common Stock owned by the Funds. The number and percentage of shares
of Common Stock beneficially owned by each Fund are:
<TABLE>
<CAPTION>
Percentage of Shares
of Common Stock
Shares Outstanding on June 6, 1996
------ ---------------------------
<S> <C> <C>
Fund IV 299,221 1.4%
Fund V 598,440 2.9%
Fund V-2 1,196,877 5.8%
Fund VI 4,488,292 21.6%
</TABLE>
(b) Each Fund has the sole power to vote or to direct the vote and sole
power to dispose or direct the disposition of all shares of Common Stock held by
it. First Reserve, in its role as managing general partner of the Funds and
acting on behalf of the Funds, has the power to cause each Fund to dispose of or
vote the shares of Common Stock held by such Funds.
(c) As described in Item 3 of this Schedule 13D, the Reporting Persons
acquired an aggregate of 6,582,830 shares of Common Stock on June 4, 1996
pursuant to the Merger.
(d) To the best knowledge of the Reporting Persons, no other person has
the right to receive, or the power to direct the receipt of dividends from, or
the power to direct the receipt of proceeds of the sale of the shares of Common
Stock owned by the Reporting Persons.
(e) Not applicable.
<PAGE> 13
13
Item 6. Contracts, Arrangements or Understanding with Respect to Securities of
the Issuer.
Pursuant to an Agreement to Elect Directors, dated as of April 17, 1996
(the "Agreement to Elect Directors"), among the Funds and the Company (as the
successor to Old TransMontaigne), the Company has agreed to take all action
necessary to cause two directors designated by the Funds from time to time to be
elected to the Company's Board of Directors. The Company's obligations pursuant
to such Agreement shall continue until such time as the Funds own less than 10%
of the Common Stock. A copy of the Agreement to Elect Directors is attached to
this Schedule 13D as Exhibit B and the description of the Agreement to Elect
Directors is qualified entirely by reference to such exhibit which is
incorporated herein by reference.
The Funds are parties to a Registration Rights Agreement (the
"Registration Rights Agreement") dated as of April 17, 1996 among the Company
(as the successor to Old TransMontaigne) and the Institutional Investors and
Non-Institutional Investors parties thereto (the "Investors"). Pursuant to the
Registration Rights Agreement, if the Company proposes to register shares of
Common Stock under the Securities Act of 1933, as amended (the "Securities Act")
on any form other than S-4 or S-8, it must give each Investor (including the
Funds) the opportunity to participate in such registration, subject to certain
exceptions. In addition, at any time after the later of (i) the date on which
the Common Stock is registered under the Exchange Act following a public
offering of Common Stock or (ii) December 1, 1997, any one or more Investors
holding an aggregate of 10% or more of all outstanding shares of Common Stock
may demand registration of any shares of Common Stock owned by such Investor or
Investors which constitute "restricted securities" under the Securities Act,
<PAGE> 14
14
provided that the amount of shares of Common Stock registered thereby is not
less than 5% of all outstanding shares of Common Stock on a fully diluted basis.
The Investors (including the Funds) and the Company have agreed to indemnify
each other for certain liabilities relating to registration pursuant to the
Stockholders Agreement. A copy of the Stockholders Agreement is attached to this
Schedule 13D as Exhibit C and the description of the Stockholders Agreement is
qualified entirely by reference to such exhibit which is incorporated herein by
reference.
The Funds have delivered a letter to Old TransMontaigne dated May 6,
1996 (the "Letter Agreement") whereby they represented that they did not, as of
the date of such letter, and would not, as of the effective time of the Merger,
have any plan or intention to sell, exchange or otherwise dispose of the shares
of Common Stock received by them in the Merger. A copy of the Letter Agreement
is attached to this Schedule 13D as Exhibit D and the description of the Letter
Agreement is qualified entirely by reference to such exhibit which is
incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Exhibit A. Agreement Concerning Filing of Schedule 13D.
Exhibit B. Agreement to Elect Directors
Exhibit C. Registration Rights Agreement
Exhibit D. Letter Agreement
<PAGE> 15
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: June 14, 1996
FIRST RESERVE CORPORATION
By: /s/ Elizabeth C. Foley
-----------------------------------
Name: Elizabeth C. Foley
Title: Treasurer
FIRST RESERVE SECURED ENERGY ASSETS
FUND, LIMITED PARTNERSHIP
By: First Reserve Corporation,
as Managing General Partner
By: /s/ Elizabeth C. Foley
-----------------------------------
Name: Elizabeth C. Foley
Title: Treasurer
FIRST RESERVE FUND V, LIMITED
PARTNERSHIP
By: First Reserve Corporation,
as Managing General Partner
By: /s/ Elizabeth C. Foley
-----------------------------------
Name: Elizabeth C. Foley
Title: Treasurer
<PAGE> 16
FIRST RESERVE FUND V-2, LIMITED
PARTNERSHIP
By: First Reserve Corporation,
a Managing General Partner
By: /s/ Elizabeth C. Foley
-----------------------------------
Name: Elizabeth C. Foley
Title: Treasurer
FIRST RESERVE FUND VI, LIMITED
PARTNERSHIP
By: First Reserve Corporation,
as Managing General Partner
By: /s/ Elizabeth C. Foley
-----------------------------------
Name: Elizabeth C. Foley
Title: Treasurer
<PAGE> 17
Schedule I
1. The name, business address, and present principal occupation or
employment of each of the executive officers and directors of the First Reserve
Corporation are set forth below. Unless otherwise indicated, (i) the business
address of each is 475 Steamboat Road, Greenwich, Connecticut 06830, (ii) each
such person is a citizen of the United States, and (iii) such person does not
have any other principal occupation:
Name and Position with
First Reserve Corporation
John A. Hill
Chairman, Managing Director and Director
David H. Kennedy
Managing Director and Director
Cathleen M. Ellsworth
Vice President
Bruce M. Rothstein
Vice President
William E. Macaulay
President and Chief Executive
Officer, Managing Director
and Director
Elizabeth C. Foley
Managing Director, Treasurer and Secretary
Charlotte K. Tarr
Vice President
<PAGE> 18
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description Page
------- ----------- ----
<S> <C> <C>
A Agreement Concerning Filing of Schedule 13D
B Agreement to Elect Directors, dated as of April 17, 1996,
among TransMontaigne Oil Company, First Reserve Secured
Energy Assets Fund, Limited Partnership, First Reserve Fund
V, Limited Partnership, First Reserve Fund V-2, Limited
Partnership, First Reserve Fund VI, Limited Partnership and
the other Investors parties thereto
C Registration Rights Agreement, dated as of April 17, 1996,
among TransMontaigne Oil Company, First Reserve Secured
Energy Assets Fund, Limited Partnership, First Reserve Fund
V, Limited Partnership, First Reserve Fund V-2, Limited
Partnership and First Reserve Fund VI, Limited Partnership
D Letter Agreement, dated May 6, 1996, among First Reserve
Secured Energy Assets Fund, Limited Partnership, First
Reserve Fund V, Limited Partnership, First Reserve Fund V-2,
Limited Partnership and First Reserve Fund VI, Limited
Partnership
</TABLE>
<PAGE> 1
EXHIBIT A
The undersigned agree that the Schedule 13D being filed on or about
this date, together with all amendments thereto, with respect to shares of
Common Stock of TransMontaigne Oil Company is being filed on behalf of each of
them.
DATED: June , 1996
FIRST RESERVE CORPORATION
By: /s/ Elizabeth C. Foley
--------------------------------
Name: Elizabeth C. Foley
Title: Treasurer
FIRST RESERVE SECURED ENERGY ASSETS
FUND, LIMITED PARTNERSHIP
By: First Reserve Corporation,
as Managing General Partner
By: /s/ Elizabeth C. Foley
--------------------------------
Name: Elizabeth C. Foley
Title: Treasurer
FIRST RESERVE FUND V, LIMITED
PARTNERSHIP
By: First Reserve Corporation,
as Managing General Partner
By: /s/ Elizabeth C. Foley
--------------------------------
Name: Elizabeth C. Foley
Title: Treasurer
<PAGE> 2
FIRST RESERVE FUND V-2, LIMITED
PARTNERSHIP
By: First Reserve Corporation,
a Managing General Partner
By: /s/ Elizabeth C. Foley
--------------------------------
Name: Elizabeth C. Foley
Title: Treasurer
FIRST RESERVE FUND VI, LIMITED
PARTNERSHIP
By: First Reserve Corporation,
as Managing General Partner
By: /s/ Elizabeth C. Foley
--------------------------------
Name: Elizabeth C. Foley
Title: Treasurer
<PAGE> 1
EXHIBIT B
AGREEMENT TO ELECT DIRECTORS
THIS AGREEMENT TO ELECT DIRECTORS (this "Agreement"), dated as of April
17, 1996, is by and among TRANSMONTAIGNE OIL COMPANY, a Delaware corporation
(the "Company"), and the FIRST RESERVE INVESTORS listed on the signature pages
hereof.
WHEREAS, the First Reserve Investors own 6,582,830 shares of common
stock, $.01 par value, of the Company (the "Common Stock"); and
WHEREAS, pursuant to a Stockholders Agreement dated May 10, 1995 (the
"Stockholders Agreement"), the First Reserve Investors have the right to elect
two directors to the Board of Directors of the Company by; and
WHEREAS, the Stockholders Agreement will terminate by its own terms at
such time as the Common Stock is registered under the Securities and Exchange
Act of 1934 and is being traded on a nationally recognized exchange or the
Nasdaq National Market; and
WHEREAS, the parties wish to provide for the appointment of two
directors to the Board of Directors of the Company by the First Reserve
Investors after termination of the Stockholders Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1.1. Board of Directors. From and after termination of the
Stockholders Agreement, the First Reserve Investors and the Company hereby agree
to take, at any time and from time to time, all action necessary (including,
without limitation, voting the Common Stock owned by them, calling special
meetings of stockholders and executing and delivering written consents) to cause
two directors designated by the First Reserve Investors from time to time to be
elected to the Company's Board of Directors. The First Reserve Investors hereby
designate John A. Hill and William E. Macaulay as their initial nominees for
directors. The Company shall cooperate fully in connection with any vote to
elect as promptly as possible any persons designated by the First Reserve
Investors in accordance with this Agreement. In the event of a disagreement
within the First Reserve Investors group as to any person who the First Reserve
Investors wish to designate for its seats on the Board of Directors, unless
otherwise agreed by the various First Reserve Investors, a majority vote, by
shares of Common Stock held, of the First Reserve Investors shall resolve the
disagreement.
SECTION 1.2. Notices. All notices, requests and other communications to
any party hereunder shall be in writing (including telex, facsimile or similar
writing) and shall be given to such party at its address or telex or facsimile
number set forth on the signature pages hereof or such other address or telex or
facsimile number as such party may hereafter specify in writing to the Secretary
of the Company for the purpose by notice to the party sending such
communication. Each such notice, request or other communication shall be
effective (i) if given by telex or facsimile, when such message is transmitted
to the number set forth on such signature
<PAGE> 2
pages or such other number as a party may specify in writing to the Secretary of
the Company or (ii) if given by any other means, the earlier of, (x) when
delivered by hand to the address set forth on such signature pages or such other
address as a party may specify in writing to the Secretary of the Company or (y)
five business days after the mailing of such notice by certified mail. A single
notice to the First Reserve Investors shall be deemed to be notice to all First
Reserve Investors at the same address.
SECTION 2.3. Binding Effect; Benefits. This Agreement shall be binding
upon and inure to the benefit of the parties to this Agreement and their
respective successors and permitted assigns. Nothing in this Agreement, express
or implied, is intended or shall be construed to give any person other than the
parties to this Agreement or their respective successors or assigns any legal or
equitable right, remedy or claim under or in respect of any agreement or any
provision contained herein. This Agreement constitutes the entire agreement and
understanding, and supersedes and terminates all prior agreements and
understandings, both oral and written, between the parties hereto relating to
the subject matter hereof
SECTION 2.4. Waiver. Any party hereto may, without binding any other
party, by written notice to another party (a) extend the time for the
performance of any of the obligations or other actions of such other party under
this Agreement; (b) waive compliance with any of the conditions or covenants of
such other party contained in this Agreement; and (c) waive or modify
performance of any of the obligations of such other party under this Agreement.
Except as provided in the preceding sentence, no action taken pursuant to this
Agreement, including, without limitation, any investigation by or on behalf of
any party, shall be deemed to constitute a waiver by the party taking such
action of compliance with any representations, warranties, covenants or
agreements contained herein. Neither the waiver by any party hereto of a breach
of any provision hereof or any preceding or succeeding breach nor the failure by
any party to exercise any right or privilege hereunder shall be deemed a waiver
of such party's rights or privileges hereunder nor shall it be deemed a waiver
of such party's rights to exercise the same at any subsequent time or times
hereunder.
SECTION 2.5. Amendment. This Agreement may be amended, modified or
supplemented only by a written instrument executed by the Company and by the
First Reserve Investors.
SECTION 2.6. Assignability. Neither this Agreement nor any right,
remedy, obligation or liability arising hereunder or by reason hereof shall be
assignable by either the Company or any First Reserve Investor.
SECTION 2.7. Term. This Agreement shall be effective from and after
termination of the Stockholders Agreement and shall terminate and no longer be
binding on the parties hereto at such time as the First Reserve Investors own
less than 10% of the Common Stock.
SECTION 2.8. Limited Liability of Partners. Notwithstanding any other
provision of this Agreement, neither the general partner nor the limited
partners nor any future general or limited partner of any First Reserve Investor
shall have any personal liability for performance of any
<PAGE> 3
obligation of such First Reserve Investor under this Agreement in excess of the
respective capital contribution of such general partner and limited partners to
such First Reserve Investor.
SECTION 2.9. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF DELAWARE WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICTS OF LAWS.
SECTION 2.10. Pronouns. Whenever the context may require any pronoun
used herein shall include the corresponding masculine, feminine or neuter forms.
SECTION 2.11. Attorneys Fees. In the event of a dispute concerning the
provisions of this Agreement which results in litigation, arbitration or other
dispute resolution proceedings the parties agree that the legal fees and other
expenses of the prevailing party shall be borne by the other, non-prevailing
parties to the dispute.
SECTION 2.12. Section and Other Headings. The section and other
headings contained in this Agreement are for reference purposes only and shall
not affect the meaning or interpretation of this Agreement.
SECTION 2.13. Counterparts. This Agreement may be executed in any
number of counterparts or separate number of counterparts, each of which shall
be deemed to be an original and all of which together shall be deemed to be one
and the same instrument.
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<PAGE> 4
IN WITNESS WHEREOF, the Company and each First Reserve Investor have
executed this Agreement as of the day and year first above written.
TRANSMONTAIGNE OIL COMPANY
By:
-------------------------------
Its:
-------------------------------
Notices:
Cortlandt S. Dietler
Chief Executive Officer
P.O. Box 5660
Denver, CO 80127
Telephone No.: 303/605-1798
Facsimile No.: 303/605-1671
FIRST RESERVE INVESTORS:
FIRST RESERVE SECURED ENERGY
ASSETS FUND, LIMITED PARTNERSHIP
By: FIRST RESERVE CORPORATION,
as Managing General Partner
By:
-------------------------------
Managing Director
Notices:
475 Steamboat Road
Greenwich, CT 06830
Attention: Bruce M. Rothstein
Telephone No.: 203/661-6601
Facsimile No.: 203/661-6729
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<PAGE> 5
FIRST RESERVE FUND VI,
LIMITED PARTNERSHIP
By: FIRST RESERVE CORPORATION, as
Managing General Partner
By:
------------------------------
Managing Director
Notices:
475 Steamboat Road
Greenwich, CT 06830
Attention: Bruce M. Rothstein
Telephone No.: 203/661-6601
Facsimile No.: 203/661-6729
FIRST RESERVE FUND V-II,
LIMITED PARTNERSHIP
By: FIRST RESERVE CORPORATION,
as Managing General Partner
By:
------------------------------
Managing Director
Notices:
475 Steamboat Road
Greenwich, CT 06830
Attention: Bruce M. Rothstein
Telephone No.: 203/661-6601
Facsimile No.: 203/661-6729
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<PAGE> 6
FIRST RESERVE FUND V,
LIMITED PARTNERSHIP
By: FIRST RESERVE CORPORATION,
as Managing General Partner
By:
-----------------------------------
Managing Director
Notices:
475 Steamboat Road
Greenwich, CT 06830
Attention: Bruce M. Rothstein
Telephone No.: 203/661-6601
Facsimile No.: 203/661-6729
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<PAGE> 1
EXHIBIT C
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated
as of April 17, 1996, is by and among TRANSMONTAIGNE OIL COMPANY, a Delaware
corporation (the "Company"), and the entities listed on the signature pages
hereof (the "Institutional Investors").
WHEREAS, the Company and the Institutional Investors are
parties to a Stockholders Agreement dated as of May 10, 1995 (the "Stockholders
Agreement") that, among other things, provides for registration rights for
certain stockholders of the Company, including the Institutional Investors; and
WHEREAS, the parties wish to provide for registration rights
for the Institutional Investors in addition to the registration rights contained
in the Stockholders Agreement.
NOW, THEREFORE, in consideration of the aforesaid and the
mutual promises hereinafter made, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1. Definitions. The following terms, as used
herein, have the following meanings:
"Affiliate" of any specified Person means any other Person
directly or indirectly controlling, controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control" when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.
"Board" shall mean the Board of Directors of the Company.
"Business Day" means each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which banking institutions in New York City,
New York, Boston, Massachusetts or Fayetteville, Arkansas are authorized or
obligated by law or executive order to close.
"Commission" means the Securities and Exchange Commission or
any other Federal agency from time to time administering the 1933 Act or the
Exchange Act.
<PAGE> 2
"Common Stock" means all of the shares of the Company's $.10
par value Common Stock which may be issued and outstanding from time to time.
"Common Stock Equivalent" means any other securities of any
Person convertible into or exchangeable or exercisable for Common Stock (whether
at the option of such Person or of the holder of such securities).
"Company" has the meaning set forth in the Introduction to
this Agreement.
"Exchange Act" means the Securities Exchange Act of 1934,
as amended.
"1933 Act" means the Securities Act of 1933, as amended.
"Person" means an individual, a corporation, a partnership, a
joint venture, a trust, an unincorporated organization or any other entity or
organization, including a government, a political subdivision or an agency or
instrumentality thereof.
"Registrable Securities" means any shares of Common Stock now
owned or hereafter acquired by an Institutional Investor and any shares of
Common Stock which may be issued or distributed in respect of such Common Stock
by way of concession, stock dividend or stock split or other distribution,
recapitalization or reclassification, but with respect to such shares of Common
Stock, only so long as such shares sold are "Restricted Securities." A share of
Common Stock shall be deemed to be a "Restricted Security" until such time as
such share (i) has been effectively registered under the 1933 Act pursuant to a
registration statement with respect to the sale of such share and disposed of in
accordance with such registration statement or (ii) has been distributed to the
public pursuant to Rule 144 (or any similar provision then in force) under the
1933 Act, (iii) it shall have been otherwise transferred, new certificates for
it not bearing a legend restricting further transfer shall have been delivered
by the Company and subsequent disposition of it shall not require registration
or qualification of it under the 1933 Act or any state securities or blue sky
law then in force, or (iv) it shall have ceased to be outstanding.
ARTICLE II
REGISTRATION AND RELATED RIGHTS
SECTION 2.1. Company Registration.
2.1.1 Right to Piggyback on Registration of Common Stock and
Common Stock Equivalents. Subject to Section 2.1.3, if at any time the Company
proposes to register any Common Stock under the 1933 Act in connection with the
offering of such Common Stock on any form other than Form S-4 or Form S-8 or any
form substituting therefor (except for a registration in connection with an
exchange offer of securities solely to existing securityholders of the Company)
(a "Piggyback Registration"), the Company shall each such time promptly give
each Institutional Investor prior written notice of such determination no later
than 45 days prior to the proposed filing date of such registration statement.
Any Institutional Investor wishing to
<PAGE> 3
register all or any portion of the Institutional Investor's Registrable
Securities must give written notice to the Company of intent to participate no
less than 15 days after the receipt of such notice. Upon receipt of such written
request of any such Institutional Investor, the Company will use its best
efforts to effect the registration under the 1933 Act of all Registrable
Securities which the Company has been so requested to register by the
Institutional Investors. Notwithstanding the fact that a Piggyback Registration
requested pursuant to this Section 2.1 involves an underwritten public offering,
any Institutional Investor holding Registrable Securities requesting to be
included in such registration may elect, in writing at least three Business Days
prior to the effective date of the registration statement filed in connection
with such registration, not to register such Registrable Securities in
connection with such registration.
2.1.2 Selection of Underwriters. If the Company in its sole
discretion decides a Piggyback Registration shall be underwritten, the Company
shall have sole discretion in the selection of any underwriter or underwriters
to manage such Piggyback Registration.
2.1.3 Priority on Piggyback Registrations. If the managing
underwriter or underwriters of a Piggyback Registration (or in the case of a
Piggyback Registration not being underwritten, holders of a majority of the
Registrable Securities being registered by the Institutional Investors) advise
the Company in writing that in its or their opinion the number of Registrable
Securities proposed to be sold in such Piggyback Registration exceeds the number
which can be sold, or adversely affects the price at which the Registrable
Securities are to be sold in such offering, the Company will include in such
registration only the number of Registrable Securities which, in the opinion of
such underwriter or underwriters (or the Institutional Investors, as the case
may be) can be sold in such offering without so affecting such price. The
Registrable Securities so included in such Piggyback Registration shall be
apportioned (i) first, to any shares of Common Stock that the Company proposes
to sell, (ii) second, pro rata among any shares of Common Stock that any
Institutional Investors propose to sell, and (iii) third, pro rata among other
shares of Common Stock included in such Piggyback Registration, in each case
according to the total number of shares of Common Stock requested for inclusion
by said selling securityholders, or in such other proportions as shall mutually
be agreed to among such selling securityholders.
SECTION 2.2. Demand Registration Rights.
2.2.1 Right to Demand. If, at any time after the later of (i)
the date on which the Common Stock is registered under the Exchange Act
following a public offering of Common Stock or (ii) December 1, 1997, any one or
more of the Institutional Investors holding Registrable Securities representing
ten percent (10%) or more in aggregate of the Common Stock (assuming conversion
or exercise of all Common Stock Equivalents into Registrable Securities at the
then conversion price or exercise price) makes a written request (the "Request
Notice") to the Company for registration with the Commission under and in
accordance with the provisions of the 1933 Act of all or part of the Registrable
Securities then owned by such Institutional Investor or Institutional Investors
then owning Registrable Securities (a "Demand Registration"), the Company shall
thereupon, as expeditiously as possible, use its best efforts to file a
registration statement with the Commission and have the registration statement
declared effective by the
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<PAGE> 4
Commission; provided, however, that the number of Registrable Securities as to
which such request is made shall represent not less than five percent of the
outstanding Common Stock and Common Stock Equivalents. Within 10 days after
receipt of such request, the Company will serve written notice (the "Notice") of
such registration request to all Institutional Investors who hold Registrable
Securities, and the Company will include in such registration all Registrable
Securities of such Institutional Investors with respect to which the Company has
received written requests for inclusion therein (also "Request Notices") within
20 days after the giving of the Notice. All Institutional Investors requesting
registration of their Registrable Securities pursuant to this Section 2.2.1 will
specify the aggregate number of Registrable Securities to be registered and will
also specify the intended methods of disposition thereof. Each Institutional
Investor shall be entitled so to request or participate in a request for four
Demand Registrations (the last of which shall be a shelf registration to be
effective for not less than 180 days (the "Shelf Registration")) filed with and
declared effective by the Commission, the expenses of which shall be borne by
the Company in accordance with this Agreement, and no more than one Demand
Registration may be requested in any 12 month period; provided, however, that
if, following the effective date of any registration statement filed pursuant to
a Demand Registration, any Institutional Investor included in a Demand
Registration pursuant to this Section 2.2.1 elects, by giving written notice to
the Company not later than 90 days after such effective date, not to dispose of
its Registrable Securities because of a material adverse change in the business,
condition (financial or otherwise), assets or prospects of the Company and its
subsidiaries, taken as a whole, or a material adverse event with respect to the
Company and its subsidiaries, taken as a whole, not disclosed in the final
prospectus for the Demand Registration, then such Demand Registration shall not
count as one of the Demand Registrations permitted hereunder unless Registrable
Securities representing five percent or more of the Common Stock, including
Common Stock Equivalents, are sold pursuant to such Demand Registration within
90 days of the effective date of the registration statement and prior to the
occurrence of such material adverse event.
If at the time of any Request Notice (i) the Company is
engaged in a registered public offering as to which the Institutional Investors
had the right to include their Registrable Securities as a Piggyback
Registration or which was made on Form S-4, (ii) the Company is engaged in any
other activity outside of the ordinary course of business, such as a merger,
consolidation, recapitalization or acquisition which, in the good faith judgment
of the Board, would be materially and adversely affected by the requested
registration, or (iii) the Board makes a good faith determination that the
public disclosures required to be made in the requested registration statement
would have a material and adverse impact on the business, financial condition or
prospects of the Company, the Company may at its option direct that such request
be delayed for a period of not more than ninety (90) days, which right to delay
may be exercised by the Company only one time for each Demand Registration for
all Institutional Investors.
The Company shall have the same rights to Piggyback
Registration on a Demand Registration as an Institutional Investor would have in
a Piggyback Registration permitted under Section 2.1 hereof.
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<PAGE> 5
2.2.2 Selection of Underwriters. If a requested registration
pursuant to this Section 2.2 involves either a firm or best efforts underwritten
offering, the Institutional Investor(s) initially giving a Request Notice with
respect to a proposed Demand Registration pursuant to this Section 2.2 shall
have sole discretion to select any underwriter or underwriters to manage such
Demand Registration under this Section 2.2.
2.2.3 Effective Registration Statement. A registration
requested pursuant to this Section 2.2 will not be deemed to have been effected
unless it has become effective; provided, that if, within 75 days after it has
become effective (135 days in the case of the Shelf Registration), the offering
of Registrable Securities pursuant to such registration is interfered with by
any stop order, injunction or other order or requirement of the SEC or other
governmental agency or court, such registration will be deemed not to have been
effected. Notwithstanding the preceding sentence, if any such stop order is
rescinded, the effective period shall continue upon such rescission and be
extended by the number of days by which such stop order reduced the effective
period.
2.2.4 Priority on Demand Registrations. If the managing
underwriter or underwriters of a Demand Registration advise the Company in
writing that in its or their opinion the number of Registrable Securities
proposed to be sold in such Demand Registration exceeds the number which can be
sold, or adversely affects the price at which the Registrable Securities are to
be sold, in such offering, the Company will include in such registration only
the number of Registrable Securities which, in the opinion of such underwriter
or underwriters (or the Institutional Investors, as the case may be), can be
sold in such offering without so affecting such price. The Registrable
Securities so included in such Demand Registration shall be apportioned (i)
first, pro rata among the Registrable Securities of the Institutional Investors
who have made requests to be included in such Demand Registration and (ii)
second, pro rata among other shares of Common Stock included in such Demand
Registration, including any shares proposed to be sold by the Company in such
Registration.
2.2.5 Additional Rights. If the Company at any time grants to
any other holders of Common Stock or Common Stock Equivalents any rights to
request the Company to effect the registration under the 1933 Act of any such
shares of Common Stock on terms more favorable to such holders than the terms
set forth in this Agreement, the terms of this Agreement shall be deemed amended
or supplemented to the extent necessary to provide the Institutional Investors
with the same more favorable terms. The Company shall not grant any other person
rights to register securities of the Company on terms which could restrict in
any way the ability of the Company fully to perform its obligations to the
Institutional Investors pursuant to this Agreement.
SECTION 2.3. Registration Procedures. It shall be a condition
precedent to the obligations of the Company and any underwriter or underwriters
to take any action pursuant to this Article IV that the Institutional Investors
requesting inclusion in any Piggyback Registration or Demand Registration (a
"Registration") shall furnish to the Company such information regarding them,
the Registrable Securities held by them, the intended method of disposition of
such Registrable Securities, and such agreements regarding indemnification,
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<PAGE> 6
disposition of such securities and the other matters referred to in this Article
IV as the Company shall reasonably request and as shall be required in
connection with the action to be taken by the Company. With respect to any
Registration which includes Registrable Securities held by an Institutional
Investor, the Company will, subject to Sections 2.1 and 2.2:
2.3.1 Prepare and file with the Commission a registration
statement on the appropriate form prescribed by the Commission within 60 days
after the end of the period within which requests for registration may be given
to the Company, file with the Commission any necessary amendments to the
registration statement with respect to such Registrable Securities and use its
best efforts to cause such registration statement to become effective; provided,
however, that at least five business days before filing a registration statement
or prospectus or any amendments or supplements thereto, including documents
incorporated by reference after the initial filing of the registration
statement, the Company will furnish to the holders of the Registrable Securities
covered by such registration statement and the underwriter or underwriters, if
any, copies of or drafts of all such documents proposed to be filed, which
documents will be subject to the reasonable review of such holders and
underwriters, if any, and the Company will not file any registration statement
or amendment thereto or any prospectus or any supplement thereto or any
documents required to be incorporated by reference therein to which holders of a
majority of the Registrable Securities covered by such registration statement or
the underwriters, if any, shall reasonably object;
2.3.2 Prepare and file with the Commission such amendments and
post-effective amendments to such registration statement and any documents
required to be incorporated by reference therein as may be necessary to keep the
registration statement effective for a period of time as necessary to complete
the offering which period shall be not less than 90 days (or 180 days in the
case of the Shelf Registration) (or such shorter period which will terminate
when all Registrable Securities covered by such registration statement have been
sold or withdrawn, but not prior to the expiration of the time period referred
to in Section 4(3) of the 1933 Act and Rule 174 thereunder, if applicable);
cause the prospectus to be supplemented by any required prospectus supplement,
and as so supplemented to be filed pursuant to Rule 424 under the 1933 Act (or
any successor rule); and comply with the provisions of the 1933 Act applicable
to it with respect to the disposition of all Registrable Securities covered by
such registration statement during the applicable period in accordance with the
intended methods of disposition by the sellers thereof set forth in such
registration statement or supplement to the prospectus;
2.3.3 Furnish to such Institutional Investor, without charge,
at least one conformed copy of the registration statement and any post-effective
amendment thereto, upon request, and such number of copies of the prospectus
(including each preliminary prospectus) and any amendments or supplements
thereto, and any exhibits or documents incorporated by reference therein as the
Institutional Investor or underwriter or underwriters, if any, may request in
order to facilitate the disposition of the securities being sold by the
Institutional Investor (it being understood that the Company consents to the use
of the prospectus and any amendment or supplement thereto by the Institutional
Investor covered by the registration statement and the underwriter or
underwriters, if any, in connection with the offering and sale of the securities
covered by the prospectus or any amendments or supplements thereto);
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<PAGE> 7
2.3.4 Immediately notify such Institutional Investor, at any
time when a prospectus relating thereto is required to be delivered under the
1933 Act, when the Company becomes aware of the happening of any event as a
result of which the prospectus included in such registration statement (as then
in effect) contains any untrue statement of material fact or omits to state a
material fact necessary to make the statements therein (in the case of the
prospectus or any preliminary prospectus, in light of the circumstances under
which they were made) not misleading and, as promptly as practicable thereafter,
prepare and file with the Commission and furnish a supplement or amendment to
such prospectus so that, as thereafter delivered to the Institutional Investors
(a reasonable number of such amended and supplemented prospectuses having been
delivered to the Institutional Investors), such prospectus will not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading;
2.3.5 Use its best efforts to cause all securities included in
such registration statement to be listed, by the date of the first sale of
securities pursuant to such registration statement, on each national securities
exchange or market on which the Common Stock is then listed or proposed to be
listed by the Company, if any;
2.3.6 Make every reasonable effort to obtain the withdrawal of
any order suspending the effectiveness of the registration statement at the
earliest possible moment;
2.3.7 Subject to the time limitations specified in paragraph
(b) above, if requested by the managing underwriter or underwriters or such
Institutional Investor, promptly incorporate in a prospectus supplement or
post-effective amendment such information as the managing underwriter or
underwriters of the Institutional Investor reasonably requests to be included
therein, including, without limitation, with respect to the number of shares
being sold by the Institutional Investor to such underwriter or underwriters,
the purchase price being paid therefor by such underwriter or underwriters and
with respect to any term of the underwritten offering of the securities to be
sold in such offering; and make all required filings of such prospectus
supplement or post-effective amendment as soon as practicable after being
notified of the matters to be incorporated in such prospectus supplement or
post-effective amendment;
2.3.8 As promptly as practicable after filing with the
Commission of any document which is incorporated by reference into a
registration statement, deliver a reasonable number of copies of such document
to such Institutional Investor;
2.3.9 Prior to the date on which the registration statement is
declared effective, use its best efforts to register or qualify, and cooperate
with such Institutional Investor, the underwriter or underwriters, if any, and
their counsel in connection with the registration or qualification of, the
securities covered by the registration statement for offer and sale under the
securities or blue sky laws of each state and other jurisdiction of the United
States as such Institutional Investor or managing underwriter or underwriters,
if any, requests in writing, to use its best efforts to keep each such
registration or qualification effective, including through new filings, or
amendments or renewals, during the period such registration statement is
required to be kept effective and to do any and all other acts or things
necessary or advisable to enable the
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<PAGE> 8
disposition in all such jurisdictions of the Registrable Securities covered by
the applicable registration statement; provided, however, that the Company will
not be required to qualify generally to do business in any jurisdiction where it
is not then so qualified or to take any action which would subject it to general
service of process in any such jurisdiction where it is not then so subject;
2.3.10 Enter into such customary agreements (including an
underwriting agreement in customary form) and take such other actions
customarily taken by registrants as sellers of a majority of such Registrable
Securities or the underwriters, if any, reasonably request in order to expedite
or facilitate the disposition of such Registrable Securities;
2.3.11 Obtain a "cold comfort" letter or letters from the
Company's independent public accountants in customary form and covering matters
of the type customarily covered by "cold comfort" letters as the underwriters,
if any, shall reasonably request;
2.3.12 Make available for inspection by any Institutional
Investor holding Registrable Securities covered by such registration statement,
by any underwriter participating in any disposition to be effected pursuant to
such registration statement and by any attorney, accountant or other agent
retained by any such seller or any such underwriter, all pertinent financial and
other records, pertinent corporate documents and properties of the Company, and
cause all of the Company's officers, directors and employees to supply all
information reasonably requested by any such seller, underwriter, attorney,
accountant or agent in connection with such registration statement;
2.3.13 Cooperate with such Institutional Investor and the
managing underwriter or underwriters, if any, to facilitate the timely
preparation and delivery of certificates (not bearing any restrictive legends)
representing securities to be sold under the registration statement, and enable
such securities to be in such denominations and registered in such names as the
Institutional Investor or the managing underwriter or underwriters, if any, may
request; and
2.3.14 Use its best efforts to cause the securities covered by
the registration statement to be registered with or approved by such other
governmental agencies or authorities within the United States, including,
without limitation, the National Association of Securities Dealers, Inc., as may
be necessary to enable the seller or sellers thereof or the underwriter or
underwriters, if any, to consummate the disposition of such Registrable
Securities.
The Institutional Investors, upon receipt of any notice from
the Company of the happening of any event of the kind described in Section
2.3.4, will forthwith discontinue disposition of the securities until the
Institutional Investors' receipt of the copies of the supplemented or amended
prospectus contemplated by this Section 2.3.4 or until they are advised in
writing (the "Advice") by the Company that the use of the prospectus may be
resumed, and have received copies of any additional or supplemental filings
which are incorporated by reference in the prospectus, and, if so directed by
the Company, each Institutional Investor will, or will request the managing
underwriter or underwriters, if any, to, deliver to the Company (at the
Company's expense) all copies, other than permanent file copies then in such
Institutional
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<PAGE> 9
Investor's possession, of the prospectus covering such securities which is
current at the time of receipt of such notice. In the event the Company shall
give any such notice, the time periods mentioned in Section 2.3.4 shall be
extended by the number of days during the period from and including any date of
the giving of such notice to and including the date when each seller of
securities covered by such registration statement shall have received the copies
of the supplemented or amended prospectus contemplated by Section 2.3.4 hereof
or the Advice.
In connection with any Registration, the Company shall be
required to retain an independent outside counsel that is sophisticated in
securities law matters and that is reasonably satisfactory to a majority of
those Institutional Investors that have shares of Common Stock included in such
Registration.
2.4. Registration Expenses. In the case of any Registration,
the Company shall bear all of the costs and expenses of such Registration
(including, without limitation, the expenses of preparing any registration
statement, Commission and state "blue sky" filings, registration and
qualification fees, the cost of providing any legal opinion or "cold comfort"
letters requested by the Institutional Investors, and printing costs); legal
fees or expenses of one counsel selected by the Institutional Investors (such
counsel being subject to the reasonable approval of the Company) for the
Institutional Investors, provided, however, that the Company shall not be
responsible for registration or qualification fees or underwriter's discounts or
commissions that are attributable to the Registrable Securities of an
Institutional Investor.
SECTION 2.5. Indemnification and Contribution.
2.5.1 Indemnification by the Company. The Company agrees to
indemnify and hold harmless each Institutional Investor, its officers, directors
and agents and each Person who controls (within the meaning of the 1933 Act and
the Exchange Act) such Institutional Investor, including, without limitation,
any general partner or manager of any thereof, against all losses,claims,
damages, liabilities and expenses arising out of or based upon any untrue or
alleged untrue statement of a material fact contained in any registration
statement, prospectus or preliminary prospectus in which such Institutional
Investor is participating or in any document incorporated by reference therein
or any omission or alleged omission to state therein a material fact necessary
to make the statement therein (in the case of the prospectus or any preliminary
prospectus, in light of the circumstances under which they were made) not
misleading, except insofar as the same are caused by, based upon or contained in
any information with respect to such Institutional Investor furnished in writing
to the Company by such Institutional Investor expressly for use therein;
provided, however, that the foregoing indemnity agreement with respect to any
preliminary prospectus shall not inure to the benefit of any Institutional
Investor from whom the Person asserting such loss, claim, damage or liability
purchased the securities if it is determined that it was the responsibility of
such Institutional Investor to provide such Person with a current copy of the
prospectus and such current copy of the prospectus would have cured such loss,
claim, damage or liability. The Company will also indemnify underwriters (as
such term is defined in the 1933 Act), their officers and directors and each
Person who controls such persons (within the meaning of the 1933 Act) to the
same extent as provided above with respect to the indemnification of the
Institutional Investors.
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<PAGE> 10
2.5.2 Indemnification by the Institutional Investors. In
connection with any Registration in which an Institutional Investor is
participating, such Institutional Investor will furnish to the Company in
writing such information and affidavits with respect to such Institutional
Investor as the Company reasonably requests for use in connection with any
registration statement or prospectus and agrees to indemnify and hold harmless
the Company, its directors, officers and agents and each Person who controls
(within the meaning of the 1933 Act and the Exchange Act) the Company against
any losses, claims, damages, liabilities and expenses arising out of or based
upon any untrue statement of a material fact or any omission to state a material
fact necessary to make the statements in the registration statement or
prospectus or preliminary prospectus (in the case of the prospectus or
preliminary prospectus, in light of the circumstances under which they were
made) not misleading, to the extent, but only to the extent, that such untrue
statement or omission is contained in any information or affidavit such
Institutional Investor furnished in writing to the Company by such Institutional
Investor expressly for use therein; provided, however, that the amount
recoverable by the Company from an Institutional Investor under this
indemnification provision shall not exceed the amount of net proceeds received
by the Institutional Investor from the sale of Registrable Securities hereunder;
and provided, further, that the indemnity agreement contained in this Section
2.5.2 shall not apply to amounts paid in settlement of any loss, claim, damage,
liability or action arising pursuant to a registration under Article IV if such
settlement is effected without the consent of the Institutional Investor (which
consent shall not be unreasonably withheld). Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of the
Company or any of the prospective sellers, or any of their respective
Affiliates, directors, officers or controlling Persons and shall survive the
transfer of such securities by such seller.
2.5.3 Conduct of Indemnification Proceedings. Any Person
entitled to indemnification hereunder will (i) give prompt written notice to the
indemnifying party of any claim with respect to which it seeks indemnification
and (ii) unless in such indemnified party's reasonable judgment a conflict of
interest may exist between such indemnified and indemnifying party, permit the
indemnifying party to assume the defense of such claim, jointly with any other
indemnifying party similarly notified to the extent it may elect, with counsel
reasonably satisfactory to the indemnified party. The failure to so notify the
indemnifying party shall relieve the indemnifying party from any liability
hereunder with respect to the action to the extent that such failure materially
prejudices the indemnifying party; provided, however, that any such failure
shall not relieve the indemnifying party from any other liability which it may
have to any other party. Whether or not such defense is assumed by the
indemnifying party, the indemnifying party will not be subject to any liability
for any settlement made without its consent (but such consent will not be
unreasonably withheld). No indemnifying party will consent to entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified party
of a release from all liability in respect of such claim or litigation. An
indemnifying party who is not entitled to, or elects not to, assume the defense
of a claim will not be obligated to pay the fees and expenses of more than one
counsel for all parties indemnified by such indemnifying party with respect to
such claim, unless in the reasonable judgment of any indemnified party a
conflict of interest may exist between such indemnified party and any other of
such indemnified parties with respect to
-10-
<PAGE> 11
such claim, in which event the indemnifying party shall be obligated to pay the
reasonable fees and expenses of such additional counsel or counsels.
2.5.4 Contribution. If for any reason the indemnification
provided for in the preceding Sections 2.5.1 and 2.5.2 is unavailable to an
indemnified party as contemplated by the preceding Sections 2.5.1 and 2.5.2 for
any reason, then the indemnifying party shall contribute to the amount paid or
payable by the indemnified party as a result of such loss, claim, damage or
liability in such proportion as is appropriate to reflect not only the relative
benefits received by the indemnified party and the indemnifying party, but also
the relative fault of the indemnified party and the indemnifying party, as well
as any other relevant equitable considerations. Notwithstanding the foregoing,
if the indemnifying party is an Institutional Investor, any contribution
pursuant to this Section 2.5.4 shall be several and not joint, and shall be
limited to the amount of net proceeds received by such Institutional Investor
from the sale of Registrable Securities hereunder.
2.5.5 Other Indemnification. Indemnification similar to that
specified in the preceding subdivisions of this Section 2.5 (with appropriate
modifications) shall be given by the Company and each seller of Registrable
Securities with respect to any required registration or other qualification of
securities under any federal or state law or regulation or governmental
authority other than the 1933 Act.
SECTION 2.6. Exchange Act Reports. The Company agrees that at
all times after it has filed a registration statement pursuant to the
requirements of the 1933 Act relating to any class of equity securities of the
Company, it will use its best efforts to file in a timely manner all reports
required to be filed by it pursuant to the Exchange Act to the extent the
Company is required to file such reports. Upon request of an Institutional
Investor, the Company will furnish the requesting Institutional Investor with
such information as may be necessary to enable such Institutional Investor to
effect sales pursuant to Rule 144A. Notwithstanding the foregoing, the Company
may deregister any class of its equity securities under Section 12 of the
Exchange Act or suspend its duty to file reports with respect to any class of
its securities pursuant to Section 15(d) of the Exchange Act if it is then
permitted to do so pursuant to the Exchange Act and rules and regulations
thereunder.
SECTION 2.7. Restrictions on Public Sale by Holder of
Securities.
2.7.1 To the extent not inconsistent with applicable law, any
Institutional Investor whose Registrable Securities are included in a
Registration agrees not to effect any public sale or distribution of the issue
being registered or a similar security of the Company, or any securities
convertible into or exchangeable or exercisable for such securities, including a
public sale pursuant to Rule 144 under the 1933 Act, during the 14 days prior
to, and during the 180-day period beginning on, the effective date of such
registration statement (except as part of such Registration), but only in an
underwritten public offering and only if and to the extent requested by the
managing underwriter or underwriters.
-11-
<PAGE> 12
2.7.2 Each Institutional Investor agrees that, in the event
the Company files a registration statement under the 1933 Act with respect to an
underwritten public offering of any shares of Common Stock or Common Stock
Equivalent, such Institutional Investor will not effect any public sale or
distribution of any Common Stock owned by it (other than as part of such
underwritten public offering) within 7 days prior to, and during the 180-day
period beginning on, the effective date of such registration statement and the
Company hereby also so agrees and agrees to use its best efforts to cause, as
the managing underwriters may require, each other holder of any equity security,
or of any security convertible into or exchangeable or exercisable for any
equity security, of the Company purchased from the Company (at any time other
than in a public offering) to so agree.
SECTION 2.8. Participation in Registrations. No Institutional
Investor may participate in any Registration hereunder unless such Institutional
Investor (a) agrees to sell the Institutional Investor's securities on the basis
provided in any underwriting arrangements approved by the persons entitled
hereunder to approve such arrangements, and (b) completes and executes all
questionnaires, powers of attorney, underwriting agreements and other documents
customarily required under the terms of such underwriting arrangements.
SECTION 2.9. Remedies. Each Institutional Investor shall have
the right and remedy to have the provisions of Sections 2.1 and 2.2 specifically
enforced by any court having jurisdiction in the event that the Company breaches
such provisions, and the Company shall reimburse such Institutional Investor for
the reasonable costs of the expenses for counsel for such Institutional Investor
incurred in connection with such proceeding.
SECTION 2.10. Other Registration Rights. The Company will not
grant any Person any demand or piggyback registration rights with respect to the
Common Stock of the Company, including Common Stock Equivalents, except that the
Company may grant piggyback registration rights ("new rights") that (i) are not
in conflict or inconsistent with, or grant rights more favorable than, the
rights of the Institutional Investors set forth in this Agreement, (ii) do not
entitle such Person to be included in any Registration, and (iii) provide that
the Institutional Investors have a piggyback right upon the exercise of such new
rights and shall be included in such registration statement on an equal basis
with the shares being registered pursuant to the exercise of the new rights.
ARTICLE III
MISCELLANEOUS
SECTION 3.1 Notices. All notices, requests and other
communications to any party hereunder shall be in writing (including telex,
facsimile or similar writing) and shall be given to such party at its address or
telex or facsimile number set forth on the signature pages hereof or such other
address or telex or facsimile number as such party may hereafter specify in
writing to the Secretary of the Company for the purpose by notice to the party
sending such communication. Each such notice, request or other communication
shall be effective (i) if given by telex or facsimile, when such message is
transmitted to the number set forth on such signature
-12-
<PAGE> 13
pages or such other number as a party may specify in writing to the Secretary of
the Company or (ii) if given by any other means, the earlier of, (x) when
delivered by hand to the address set forth on such signature pages or such other
address as a party may specify in writing to the Secretary of the Company or (y)
five business days after the mailing of such notice by certified mail. If more
than one Institutional Investor specified the same address for such notices,
then a single notice to such address shall be deemed to be notice to all
Institutional Investors at that address.
SECTION 3.2 Binding Effect; Benefits. This Agreement shall be
binding upon and inure to the benefit of the parties to this Agreement and their
respective successors and permitted assigns. Nothing in this Agreement, express
or implied, is intended or shall be construed to give any person other than the
parties to this Agreement or their respective successors or assigns any legal or
equitable right, remedy or claim under or in respect of any agreement or any
provision contained herein. This Agreement constitutes the entire agreement and
understanding, and supersedes and terminates all prior agreements and
understandings, both oral and written, between the parties hereto relating to
the subject matter hereof.
SECTION 3.3 Waiver. Any party hereto may, without binding any
other party, by written notice to another party (a) extend the time for the
performance of any of the obligations or other actions of such other party under
this Agreement; (b) waive compliance with any of the conditions or covenants of
such other party contained in this Agreement; and (c) waive or modify
performance of any of the obligations of such other party under this Agreement.
Except as provided in the preceding sentence, no action taken pursuant to this
Agreement, including, without limitation, any investigation by or on behalf of
any party, shall be deemed to constitute a waiver by the party taking such
action of compliance with any representations, warranties, covenants or
agreements contained herein. Neither the waiver by any party hereto of a breach
of any provision hereof or any preceding or succeeding breach nor the failure by
any party to exercise any right or privilege hereunder shall be deemed a waiver
of such party's rights or privileges hereunder nor shall it be deemed a waiver
of such party's rights to exercise the same at any subsequent time or times
hereunder.
SECTION 3.4 Amendment. This Agreement may be amended, modified
or supplemented only by a written instrument executed by the Company and by
Institutional Investors owning two thirds or more of the Common Stock held by
the Institutional Investors at the time of such amendment.
SECTION 3.5 Assignability. Neither this Agreement nor any
right, remedy, obligation or liability arising hereunder or by reason hereof
shall be assignable by either the Company or any Institutional Investor.
SECTION 3.6 Limited Liability of Partners. Notwithstanding any
other provision of this Agreement, neither the general partner nor the limited
partners nor any future general or limited partner of any Institutional Investor
shall have any personal liability for performance of any obligation of such
Institutional Investor under this Agreement in excess of the respective capital
contribution of such general partner and limited partners to such Institutional
Investor.
-13-
<PAGE> 14
SECTION 3.7 APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF DELAWARE WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICTS OF LAWS.
SECTION 3.8 Pronouns. Whenever the context may require any
pronoun used herein shall include the corresponding masculine, feminine or
neuter forms.
SECTION 3.9 Attorneys Fees. In the event of a dispute
concerning the provisions of this Agreement which results in litigation,
arbitration or other dispute resolution proceedings the parties agree that the
legal fees and other expenses of the prevailing party shall be borne by the
other, non-prevailing parties to the dispute.
SECTION 3.10 Section and Other Headings. The section and other
headings contained in this Agreement are for reference purposes only and shall
not affect the meaning or interpretation of this Agreement.
SECTION 3.11 Counterparts. This Agreement may be executed in
any number of counterparts or separate number of counterparts, each of which
shall be deemed to be an original and all of which together shall be deemed to
be one and the same instrument.
-14-
<PAGE> 15
IN WITNESS WHEREOF, the Company and each Institutional
Investor have executed this Agreement as of the day and year first above
written.
TRANSMONTAIGNE OIL COMPANY
By:
--------------------------------------
Its:
-------------------------------------
Notices:
Harold R. Logan, Jr.
Executive Vice President/Finance
P.O. Box 5660
Denver, CO 80127
Telephone No.: 303/595-3331
Facsimile No.: 303/595-0480
YORKTOWN INVESTORS:
YORKTOWN ENERGY PARTNERS, L.P.
By: DR ASSOCIATES III, L.P.
its General Partner
By: DILLON, READ & CO. INC.
its General Partner
By:
--------------------------------------
Notices:
535 Madison Avenue
New York, NY 10022
Attention: Bryan H. Lawrence
Telephone No.: 212/906-7000
Facsimile No.: 212/644-6956
YORKTOWN ENERGY PARTNERS II, L.P.
By: DR ASSOCIATES III, L.P.
its General Partner
-15-
<PAGE> 16
By: DILLON, READ & CO. INC.
its General Partner
By:
--------------------------------------
Notices:
535 Madison Avenue
New York, NY 10022
Attention: Bryan H. Lawrence
Telephone No.: 212/906-7000
Facsimile No.: 212/644-6956
-16-
<PAGE> 17
LEXINGTON PARTNERS III, L.P.
By: DILLON, READ & CO. INC.
its General Partner
By:
--------------------------------------
Notices:
535 Madison Avenue
New York, NY 10022
Attention: David W. Niemiec
Telephone No.: 212/906-7000
Facsimile No.: 212/644-6956
LEXINGTON PARTNERS IV, L.P.
By: DRMC, INC.
its General Partner
By:
--------------------------------------
Notices:
535 Madison Avenue
New York, NY 10022
Attention: David W. Niemiec
Telephone No.: 212/906-7000
Facsimile No.: 212/644-6956
-17-
<PAGE> 18
DILLON, READ & CO. INC.
as Nominee
By:
--------------------------------------
Notices:
535 Madison Avenue
New York, NY 10022
Attention: David W. Niemiec
Telephone No.: 212/906-7000
Facsimile No.: 212/644-6956
DILLON, READ & CO. INC.
as Agent
By:
--------------------------------------
Notices:
535 Madison Avenue
New York, NY 10022
Attention: David W. Niemiec
Telephone No.: 212/906-7000
Facsimile No.: 212/644-6956
-18-
<PAGE> 19
WATERWAGON & CO., Nominee for
Merrill Lynch Growth Fund for
Investment and Retirement
By:
--------------------------------------
Notices:
c/o Merrill Lynch Asset Management
Attn: Stephen Johnes
Equity Fund Management
800 Scudders Mill Road
Plainsboro, New Jersey 08536
Telephone No.: (609) 282-2611
Facsimile No.: (609) 282-1471
-19-
<PAGE> 20
MASSMUTUAL INVESTORS:
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By:
--------------------------------------
Its:
-------------------------------------
Notices:
1295 State Street
Springfield, Massachusetts 01111
Attention: Richard C. Morrison
Telephone No.: 413/744-6064
Facsimile No.: 413/744-6127
THE FOLLOWING IS THE SIGNATURE LINE
AND LEGEND FOR MASSMUTUAL CORPORATE
INVESTORS:
MASSMUTUAL CORPORATE INVESTORS
By:
--------------------------------------
Its:
-------------------------------------
The foregoing is executed on behalf of
MassMutual Corporate Investors, organized
under a Declaration of Trust, dated
September 13, 1985, as amended from time
to time. The obligations of such Trust
are not personally binding upon, nor
shall resort be had to the property of,
any of the Trustees, shareholders,
officers, employees or agents of such
Trust, but the trust's property only
shall be bound.
Notices:
1295 State Street
Springfield, Massachusetts 01111
Attention: Richard C. Morrison
Telephone No.: 413/744-6064
Facsimile No.: 413/744-6127
-20-
<PAGE> 21
THE FOLLOWING IS THE SIGNATURE LINE
AND LEGEND FOR MASSMUTUAL
PARTICIPATION INVESTORS:
MASSMUTUAL PARTICIPATION INVESTORS
By:
--------------------------------------
Its:
-------------------------------------
The foregoing is executed on behalf of
MassMutual Participation Investors,
organized under a Declaration of Trust,
dated April 7, 1988, as amended from time
to time. The obligations of such Trust
are not personally binding upon, nor
shall resort be had to the property of,
any of the Trustees, shareholders,
officers, employees or agents of such
Trust, but the trust's property only
shall be bound.
Notices:
1295 State Street
Springfield, Massachusetts 01111
Attention: Richard C. Morrison
Telephone No.: 413/744-6064
Facsimile No.: 413/744-6127
-21-
<PAGE> 22
MASSMUTUAL CORPORATE VALUE PARTNERS
LIMITED, A Grand Cayman Island
Corporation
By: MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
Its Investment Manager
By:
--------------------------------------
Its:
-------------------------------------
Notices:
1295 State Street
Springfield, Massachusetts 01111
Attention: Richard C. Morrison
Telephone No.: 413/744-6064
Facsimile No.: 413/744-6127
-22-
<PAGE> 23
FIRST RESERVE INVESTORS:
FIRST RESERVE SECURED ENERGY
ASSETS FUND, LIMITED PARTNERSHIP
By: FIRST RESERVE CORPORATION,
as Managing General Partner
By:
--------------------------------------
Managing Director
Notices:
475 Steamboat Road
Greenwich, CT 06830
Attention: Bruce M. Rothstein
Telephone No.: 203/661-6601
Facsimile No.: 203/661-6729
FIRST RESERVE FUND VI,
LIMITED PARTNERSHIP
By: FIRST RESERVE CORPORATION, as
Managing General Partner
By:
--------------------------------------
Managing Director
Notices:
475 Steamboat Road
Greenwich, CT 06830
Attention: Bruce M. Rothstein
Telephone No.: 203/661-6601
Facsimile No.: 203/661-6729
-23-
<PAGE> 24
FIRST RESERVE FUND V-II,
LIMITED PARTNERSHIP
By: FIRST RESERVE CORPORATION,
as Managing General Partner
By:
--------------------------------------
Managing Director
Notices:
475 Steamboat Road
Greenwich, CT 06830
Attention: Bruce M. Rothstein
Telephone No.: 203/661-6601
Facsimile No.: 203/661-6729
FIRST RESERVE FUND V,
LIMITED PARTNERSHIP
By: FIRST RESERVE CORPORATION,
as Managing General Partner
By:
--------------------------------------
Managing Director
Notices:
475 Steamboat Road
Greenwich, CT 06830
Attention: Bruce M. Rothstein
Telephone No.: 203/661-6601
Facsimile No.: 203/661-6729
-24-
<PAGE> 25
TRAVELERS INVESTORS:
THE TRAVELERS INSURANCE COMPANY
By:
--------------------------------------
Its:
-------------------------------------
Notices:
One Tower Square
Hartford, CT 06183-2030
Attention: John F. Gilsenan
Telephone No.: 203/277-6849
Facsimile No.: 203/954-5243
THE TRAVELERS INDEMNITY COMPANY
By:
--------------------------------------
Its:
-------------------------------------
Notices:
One Tower Square
Hartford, CT 06183-2030
Attention: John F. Gilsenan
Telephone No.: 203/277-6849
Facsimile No.: 203/954-5243
THE TRAVELERS LIFE AND
ANNUITY COMPANY
By:
--------------------------------------
Its:
-------------------------------------
Notices:
One Tower Square
Hartford, CT 06183-2030
Attention: John F. Gilsenan
Telephone No.: 203/277-6849
Facsimile No.: 203/954-5243
-25-
<PAGE> 26
THE PHOENIX INSURANCE COMPANY
By:
--------------------------------------
Its:
-------------------------------------
Notices:
One Tower Square
Hartford, CT 06183-2030
Attention: John F. Gilsenan
Telephone No.: 203/277-6849
Facsimile No.: 203/954-5243
-26-
<PAGE> 1
EXHIBIT D
[LETTERHEAD OF FIRST RESERVE CORPORATION]
TO: TRANSMONTAIGNE OIL COMPANY
FROM: FIRST RESERVE MANAGED FUNDS
RE: MERGER OF TRANSMONTAIGNE OIL COMPANY INTO SHEFFIELD
EXPLORATION COMPANY, INC.
We hold more than one percent of the outstanding stock of
TransMontaigne Oil Company ("TransMontaigne"). In the merger of TransMontaigne
into Sheffield Exploration Company, Inc. ("Sheffield"), we will receive stock of
Sheffield (the "Sheffield Stock"). Subject to the succeeding paragraph, we
hereby make the following representations to TransMontaigne with respect of the
Sheffield Stock that we will receive in the Merger:
1. We do not have now, and will not have at the
effective time of the merger, any plan or intention
to sell, exchange or otherwise dispose of the
Sheffield Stock received in the Merger.
For this purpose, "sell, exchange or otherwise
dispose" includes an "Economic Disposition" as
defined below.
2. Our right to maintain ownership of the Sheffield
Stock received in the Merger will be unrestricted.
3. We understand that an "Economic Disposition" is any
transaction or arrangement that results in a
significant reduction in the economic benefits, or
the economic burdens, of owning the Sheffield Stock
(such as may result from an equity swap transaction,
a notional principal contract, option transactions or
similar arrangements).
We want to point out to you that the limited partnership
agreement for each First Reserve Managed Fund provides for a fixed term, prior
to the end of which the assets of the partnership will be liquidated or, under
some limited circumstances, distributed in kind to the partners. The term of
First Reserve Secured Energy Assets Fund, Limited Partnership ends in June 1998,
the term of First Reserve Fund V, Limited Partnership ends in May 2000, the term
of First Reserve Fund V-2, Limited Partnership ends in October 2000 and the term
of First Reserve Fund VI, Limited Partnership ends in January 2002.
<PAGE> 2
We understand that you are relying on these representations in
connection with the qualification of the Merger transaction with Sheffield as a
nontaxable reorganization for federal income tax purposes.
DATED: 5/5/96
------------------
First Reserve Secured Energy Assets Fund, Limited Partnership
By:
------------------------------------------------------------
First Reserve Fund V, Limited Partnership
By:
------------------------------------------------------------
First Reserve Fund V-2, Limited Partnership
By:
------------------------------------------------------------
First Reserve Fund VI, Limited Partnership
By:
------------------------------------------------------------
