Item. 1.01 Entry into a Material Definitive Agreement
GP Merger Agreement
On February 26, 2019, TLP entered into an Agreement and Plan of Merger (the GP Merger Agreement) with TransMontaigne GP L.L.C., a Delaware limited liability company (the General Partner), pursuant to which the General Partner merged with and into TLP, with TLP continuing as the surviving entity (the GP Merger).
Under the terms of the GP Merger Agreement, at the effective time of the GP Merger, the outstanding membership interests of the General Partner were cancelled and extinguished for no consideration. The issued and outstanding membership interests of TLP were not converted or exchanged in any manner.
The GP Merger Agreement is attached hereto as Exhibit 1.1 and is incorporated into this Item 1.01 by reference. The foregoing summary is qualified in its entirety by the terms and conditions of the GP Merger Agreement. It is not intended to provide any other factual information about TLP, the General Partner, or their respective subsidiaries and affiliates.
Amendment to Third Amended and Restated Senior Secured Credit Facility
On February 26, 2019, TransMontaigne Operating Company L.P., a Delaware limited partnership and a subsidiary of TLP (the Borrower), entered into that certain Second Amendment to Third Amended and Restated Senior Secured Credit Facility (the Second Amendment), which amends the Third Amended and Restated Senior Secured Credit Facility, dated as of March 13, 2017, among the Borrower, Wells Fargo Bank, National Association, as administrative agent, the financial institutions party thereto as lenders and the other parties thereto (as amended, the Credit Facility). The Second Amendment amends the Credit Facility to reflect certain of the transactions described in the GP Merger Agreement and the TLP Merger Agreement (as defined below).
Fourth Amended and Restated Omnibus Agreement
On February 26, 2019, TLP entered into a Fourth Amended and Restated Omnibus Agreement (the Restated Omnibus Agreement) among TLP, TransMontaigne Operating GP L.L.C., the Borrower and TLP Management Services LLC (Services). The Restated Omnibus Agreement amends TLPs previous omnibus agreement to reflect the TLP Merger (as defined below), the GP Merger, and the TLP Conversion and to provide that Services and its affiliates will provide certain management, legal, accounting, tax, corporate staff and other support services to TLP, as well as provide personnel to operate certain assets, substantially on the same terms as provided for in the previous omnibus agreement.
TLP has no employees and all of its management and operational activities are provided by officers that are employees of Services, as well as certain other employees of Services and its affiliates or designees, for which TLP will reimburse Services. The Restated Omnibus Agreement did not materially change the financial terms, substantive rights or obligations of the parties.
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