TRANSMONTAIGNE INC
AMENDED AND RESTATED CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>dex101.txt
<DESCRIPTION>AMENDED AND RESTATED CREDIT AGREEMENT
<TEXT>
<PAGE>

                                                                    Exhibit 10.1

                                                                  Execution Copy
                                                                  --------------

                              TRANSMONTAIGNE INC.
                      TRANSMONTAIGNE PRODUCT SERVICES INC.
                          TRANSMONTAIGNE PIPELINE INC.
                        TRANSMONTAIGNE TERMINALING INC.
                              2750 Republic Plaza
                             370 Seventeenth Street
                             Denver, Colorado 80202

                               AMENDMENT NO. 4 OF
                  FOURTH AMENDED AND RESTATED CREDIT AGREEMENT


                                            As of July 16, 2001

FLEET NATIONAL BANK
 (formerly known as BankBoston, N.A.),
 as Agent under the Credit Agreement
 defined herein
100 Federal Street
Boston, Massachusetts 02110

Ladies and Gentlemen:

    Each of TransMontaigne Inc. (the "Company") and TransMontaigne Product
                                      -------
Services Inc., each a Delaware corporation, and TransMontaigne Pipeline Inc. and
TransMontaigne Terminaling Inc., each an Arkansas corporation, hereby agrees
with you as follows:

1.  Reference to Credit Agreement and Definitions.  Reference is made to the
    ---------------------------------------------
Fourth Amended and Restated Credit Agreement dated as of February 11, 2000, as
amended by Amendment No. 1 thereto dated as of July 31, 2000, as further amended
by Amendment No. 2 thereto dated as of March 30, 2001 and as further amended by
Amendment No. 3 thereto dated as of June 29, 2001 (as so amended, the "Credit
                                                                       ------
Agreement"), among the Company, the Guarantors named therein, Fleet National
---------
Bank (formerly known as BankBoston, N.A.), for itself and as Agent, Bank of
America, N.A., for itself and as Documentation Agent, First Union National Bank,
for itself and as Syndication Agent, and the other Lenders from time to time
party thereto.  Terms defined in the Credit Agreement and not otherwise defined
herein are used herein with the meanings so defined.

2.  Recital.  The Company has advised the Lenders that it desires certain
    -------
amendments to the Credit Agreement in order to dispose of specified assets and
prepay principal, accrued interest and applicable make-whole amounts with
respect to outstanding indebtedness under the Master Shelf Agreement.  The
Required Lenders have agreed to amend the relevant provisions of the Credit
Agreement.
<PAGE>

3.  Amendments.  Subject to the accuracy of the representations and warranties
    ----------
set forth in Section 4 hereof and satisfaction of the conditions set forth in
Section 5 hereof, the Credit Agreement is hereby amended, effective as of the
date hereof, as follows:

    3.1.  Section 4.2.3 of the Credit Agreement is amended to read in its
entirety as follows:

          4.2.3.  Certain Net Asset Sale Proceeds.  Upon receipt by the Company
                  -------------------------------
    or any of its Subsidiaries of the cash proceeds of the sale or disposition
    of the assets permitted to be sold or otherwise disposed of by Section
    6.11.5 (and allocated to Section 6.11.5 as provided therein), net of (a)
    transfer, sales, use and other similar taxes payable in connection with such
    sale or disposition, (b) all reasonable expenses of the Company or any of
    its Subsidiaries payable in connection with such sale or disposition, and
    (c) amounts applied to the prepayment of outstanding principal with respect
    to the Indebtedness under the Master Shelf Agreement, together with interest
    thereon and make-whole amounts, if any, with respect thereto, as and to the
    extent permitted under Section 6.10.5, the Company shall within two Banking
    Days pay such proceeds to the Agent as a prepayment of the Revolving Loan.
    Together with each such payment, the Company shall deliver to the Agent a
    certificate showing the calculation of the net proceeds of such sale or
    disposition and the Indebtedness to be paid therefrom.

    3.2.  Section 6.10 of the Credit Agreement is amended by adding thereto a
new Section 6.10.5 reading in its entirety as follows:

          6.10.5.  So long as immediately before and after giving effect thereto
    no Default exists, the Company may make prepayments of outstanding principal
    with respect to the Indebtedness under the Master Shelf Agreement, together
    with interest thereon and make-whole amounts, if any, with respect thereto;
    provided, that (a) such prepayments occur on or before December 31, 2001
    --------
    and (b) all of the assets described in Section 6.11.5(b) or Section
    6.11.5(c) are disposed of prior to any such prepayment; and, provided,
                                                                 --------
    further, that, upon payment in full of all of the Indebtedness and other
    -------
    amounts under the Master Shelf Agreement, this Agreement shall automatically
    be deemed modified to prohibit the Indebtedness and Liens currently
    permitted by Sections 6.6.12 and 6.8.10, respectively, and the Company shall
    request the holders of such Indebtedness to execute and deliver to the Agent
    instruments acknowledging the termination of the Master Shelf Agreement and
    of their interest under the Intercreditor Agreement, the Security Agreement
    and all other mortgages and security documents securing the Credit
    Obligations.

    3.3.  Section 6.11.5 of the Credit Agreement is amended to read in its
entirety as follows:

          6.11.5.  During the period commencing April 1, 2001 and ending
    December 31, 2001, the Company or any of its Subsidiaries may sell, exchange
    or otherwise dispose of the following assets (in addition to those assets
    otherwise permitted to be disposed of by this Section 6.11): (a) each of the
    Little Rock Complex North and Little Rock Complex South, each located in
    North Little Rock, Arkansas, and with an aggregate book value as of December
    31, 2000 of $6,362,566, (b) each of the Peoria Terminal, Indianapolis

                                      -2-
<PAGE>

     Terminal, East Chicago Terminal, Hartsdale Terminal, South Bend Terminal,
     Bryan Terminal and Toledo Terminal, located in Peoria, Illinois, North
     Indianapolis, Indiana, East Chicago, Indiana, Schererville, Indiana, South
     Bend, Indiana, Bryan, Ohio and Toledo, Ohio, respectively, and the Norco
     Pipeline System, collectively with an aggregate book value as of December
     31, 2000 of $50,621,190, (c) 7,666 shares of outstanding common stock of
     West Shore Pipe Line Company with an aggregate book value as of December
     31, 2000 of $35,960,769, and any shares of capital stock distributed with
     respect to, in exchange for, or in substitution for such shares, (d) each
     of the Border Terminal, Brownsville Terminal, Southwest Terminal and Tejano
     Terminal, each located in Brownsville, Texas, and with an aggregate book
     value as of December 31, 2000 of $12,127,481, and (e) assets with an
     aggregate book value as of December 31, 2000 of no more than $5,000,000;
     provided, that any sales of assets during such period which are described
     --------
     both in clause (b) or (c) of Section 6.11.1 and in this Section 6.11.5
     shall be allocated first to this Section 6.11.5 to the extent permitted by
     this Section 6.11.5 and then to Section 6.11.1 (to the extent permitted by
     Section 6.11.1).



4.   Representations and Warranties.  In order to induce you to enter into this
     ------------------------------
Amendment, each of the Obligors hereby represents and warrants that each of the
representations and warranties contained in Section 7 of the Credit Agreement is
true and correct on the date hereof.

5.   Conditions to Effectiveness of Amendment.  Acceptance of the foregoing
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amendments by the Required Lenders shall be subject, without limitation, to the
conditions that (a) no Default or Event of Default under the Credit Agreement
shall have occurred and be continuing, and (b) Prudential and each other holder
of Indebtedness issued under the Master Shelf Agreement shall have consented to
the modifications of the Credit Agreement effected hereby and the covenants of
the Company set forth in the Master Shelf Agreement shall have been amended to
incorporate such modifications, all upon terms satisfactory to the Agent.  By
their consent to this Amendment, the Required Lenders also consent to such
amendment of the Master Shelf Agreement.

6.   Required Lenders.  The Agent represents and warrants that it has received
     ----------------
consents to the foregoing amendments executed by the Required Lenders, in
satisfaction of the requirements of Section 12.6 of the Credit Agreement.

7.   Miscellaneous.  This Amendment may be executed in any number of
     -------------
counterparts, which together shall constitute one instrument, shall be a Credit
Document, shall be governed by and construed in accordance with the laws of The
Commonwealth of Massachusetts (without giving effect to the conflict of laws
rules of any jurisdiction) and shall bind and inure to the benefit of the
parties hereto and their respective successors and assigns, including as such
successors and assigns all holders of any Credit Obligation.

                                      -3-
<PAGE>

     If the foregoing corresponds with your understanding of our agreement,
please sign this letter and the accompanying copies thereof in the appropriate
space below and return the same to the undersigned.  This letter shall become a
binding agreement among each of the Lenders and the Agent when both the Company
and the Agent shall have one or more copies hereof executed by each of the
Company and the Agent on behalf of the Required Lenders.

                                     Very truly yours,

                                     TRANSMONTAIGNE INC.


                                     By /s/ Donald H. Anderson
                                       -----------------------------------------
                                       Donald H. Anderson, President

                                     TRANSMONTAIGNE PRODUCT SERVICES INC.
                                     TRANSMONTAIGNE PIPELINE INC.
                                     TRANSMONTAIGNE TERMINALING INC.


                                     By /s/ Donald H. Anderson
                                       -----------------------------------------
                                     Donald H. Anderson, Chief Executive Officer
                                     of each of the foregoing corporations

                                      -4-
<PAGE>

The foregoing Amendment is hereby agreed to:

FLEET NATIONAL BANK, as Agent under the Credit
 Agreement, on behalf of the Required Lenders


By: /s/ Terrence Ronan
   -------------------------------
   Terrence Ronan, Managing Director

                                      -5-

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