-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PUexITOAtvJXWEXGX4GDDAvdW3bi2xEAmjxjqUh9qcP6cTTVIrqQrLKPP1dIAJO3 KF1kefT3XTgmKiVX1rdvSQ== 0000950123-96-003060.txt : 19960617 0000950123-96-003060.hdr.sgml : 19960617 ACCESSION NUMBER: 0000950123-96-003060 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960614 SROS: AMEX GROUP MEMBERS: FIRST RESERVE CORP /CT/ /ADV GROUP MEMBERS: FIRST RESERVE FUND V, L.P. GROUP MEMBERS: FIRST RESERVE FUND V-2, L.P. GROUP MEMBERS: FIRST RESERVE FUND VI, L.P. GROUP MEMBERS: FIRST RESERVE SECURED ENERGY ASSETS FUND, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SHEFFIELD EXPLORATION CO INC CENTRAL INDEX KEY: 0000755199 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 061052062 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-36106 FILM NUMBER: 96581102 BUSINESS ADDRESS: STREET 1: 1801 BROADWAY STE 600 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3032961908 MAIL ADDRESS: STREET 1: 1801 BROADWAY SUITE 600 CITY: DENVER STATE: CO ZIP: 80202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST RESERVE CORP /CT/ /ADV CENTRAL INDEX KEY: 0000814313 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 061210123 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 475 STEAMBOAT RD CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036616601 MAIL ADDRESS: STREET 1: 475 STEAMBOAT RD CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: FIRST RESERVE CORP /CT/ /ADV DATE OF NAME CHANGE: 19950630 SC 13D 1 FIRST RESERVE CORP 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. 2 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.) 3 SCHEDULE 13D - -------------------------------------------- ---------------------- CUSIP NO. 89393410 PAGE 3 OF 56 PAGES -------------------------- --- --- - -------------------------------------------- ---------------------- - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 4 SCHEDULE 13D - -------------------------------------------- ---------------------- CUSIP NO. 89393410 PAGE 4 OF 56 PAGES -------------------------- --- --- - -------------------------------------------- ---------------------- - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 5 SCHEDULE 13D - -------------------------------------------- ---------------------- CUSIP NO. 89393410 PAGE 5 OF 56 PAGES -------------------------- --- --- - -------------------------------------------- ---------------------- - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 6 SCHEDULE 13D - -------------------------------------------- ---------------------- CUSIP NO. 89393410 PAGE 6 OF 56 PAGES -------------------------- --- --- - -------------------------------------------- ---------------------- - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7 SCHEDULE 13D - -------------------------------------------- ---------------------- CUSIP NO. 89393410 PAGE 7 OF 56 PAGES -------------------------- --- --- - -------------------------------------------- ---------------------- - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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. 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 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. 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 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:
Percentage of Shares of Common Stock Shares Outstanding on June 6, 1996 ------ --------------------------- 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%
(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. 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, 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 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 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 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 18 EXHIBIT INDEX
Exhibit Description Page ------- ----------- ---- 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
EX-99.A 2 AGREEMENT CONCERNING FILING OF SCHEDULE 13D 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 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 EX-99.B 3 AGREEMENT TO ELECT DIRECTORS 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 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 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. -3- 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 -4- 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 -5- 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 -6- EX-99.C 4 REGISTRATION RIGHTS AGREEMENT 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. 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 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 -3- 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. -4- 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, -5- 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); -6- 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 -7- 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 -8- 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. -9- 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- 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- 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- 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- 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- 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- 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- 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- 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- 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- 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- 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- 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- 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- 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- 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- 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- EX-99.D 5 LETTER AGREEMENT 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. 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: ------------------------------------------------------------ -----END PRIVACY-ENHANCED MESSAGE-----