TRANSMONTAIGNE INC
LETTER AMENDMENT #1 DATED 7/31/2000
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>dex103.txt
<DESCRIPTION>LETTER AMENDMENT #1 DATED 7/31/2000
<TEXT>

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                                                                   Exhibit 10.3

                            LETTER AMENDMENT NO. 1

                                      to

                  Amended and Restated Master Shelf Agreement


                                                As of July 31, 2000


The Prudential Insurance Company
  of America
U.S. Private Placement Fund
c/o Prudential Capital Group
2200 Ross Avenue, Suite 4200E
Dallas, Texas 75201

Ladies and Gentlemen:

          We refer to the Amended and Restated Master Shelf Agreement dated as
of February 14, 2000 (the "Agreement"), among the undersigned, TransMontaigne
Inc. (the "Company"), and The Prudential Insurance Company of America
("Prudential") and U.S. Private Placement Fund (collectively, the "Purchasers").
Unless otherwise defined herein, the terms defined in the Agreement shall be
used herein as therein defined.

          The Company has advised the Purchasers that it intends to acquire 100%
of the equity of Genesis Energy, L.L.C., a Delaware limited liability company,
for cash consideration not to exceed $3,000,000 and that the Company and its
Subsidiaries are required by environmental and other regulations to increase
capital expenditures in fiscal year 2001 by up to $4,000,000.  The Purchasers
have agreed to amend the relevant covenants of the Agreement to permit these
activities.

1.   Amendments to the Agreement.  The Agreement is, effective as of the date
     first above written, hereby amended as follows:

     (a)       Paragraph 6A(5).  Capital Expenditures.  Paragraph 6A(5) is
amended in its entirety to read as follows:

          "6A(5).    Capital Expenditures.  For each fiscal quarter of the
     Company, commencing with the fiscal quarter ending December 31, 2000, the
     aggregate amount of Capital Expenditures for the period of four consecutive
     fiscal quarters then ending shall not exceed $8,000,000; provided, however,
                                                              --------  -------
     that the Company and its Subsidiaries may incur additional Capital
     Expenditures (a) for contracted projects identified in
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     Schedule 6A(5) hereto in an aggregate amount not to exceed $15,000,000 and
     --------------
     (b) for additional projects required to comply with environmental or other
     governmental regulations incurred in fiscal year 2001 in an aggregate
     amount not to exceed $4,000,000."

     (b)       Paragraph 6B.  Distributions.  Paragraph 6B is amended by
amending clause (i) in its entirety to read as follows:

          "(i)  Subsidiaries of the Company may make Distributions to the
     Company or any Wholly Owned Subsidiary of the Company (other than Genesis
     Energy, L.L.C., a Delaware limited liability company)."

     (c)       Paragraph 6C(4).  Investments and Acquisitions.  Paragraph 6C(4)
is amended by amending clause (v) in its entirety to read as follows:

          "(v)  Investments made after June 30, 1999 in Subsidiaries listed in
     Schedule 8A hereto as supplemented from time to time other than Wholly
     -----------
     Owned Subsidiaries, provided that the aggregate outstanding amount of
                         --------
     loans, advances and other Investments in such Subsidiaries, measured in
     each case as of the date of the making of such Investment, shall not at any
     time exceed the greater of (a) an amount equal to the difference (if
     positive) of 15% of Consolidated Net Tangible Assets minus $3,000,000 or
     (b) zero."

     Paragraph 6C(4) is further amended by adding a new clause (viii) reading in
its entirety as follows:

          "(viii)  An Investment consisting of the acquisition of 100% of the
     equity of Genesis Energy, L.L.C., a Delaware limited liability company, for
     cash consideration not exceeding $3,000,000."

     (d)       Paragraph 8A(ii).  Subsidiaries.  Paragraph 8A(ii) is amended by
amending the first sentence thereof in its entirety to read as follows:

          "(ii)  Subsidiaries.  Each Subsidiary of the Company is duly
     organized, validly existing and in good standing under the laws of the
     jurisdiction in which it is organized, with all power and authority,
     corporate or otherwise, necessary to (a) enter into and perform this
     Agreement and each other Loan Document to which it is a party, (b)
     guarantee the Obligations, (c) grant to the Collateral Agent for the
     benefit of the Purchasers the security interest in the Loan Security owned
     by such Subsidiary to secure the Obligations and (d) own its properties and
     carry on the business now conducted or proposed to be conducted by it;
     provided, however, that clauses (a) through (c) of this sentence shall not
     --------  -------
     apply in the case of Genesis Energy, L.L.C., a Delaware limited liability
     company."

                                       2
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     (e)         Paragraph 11I.  Future Subsidiaries; Further Assurances.
Paragraph 11I is amended in its entirety to read as follows:

          "11I.  Future Subsidiaries; Further Assurances.  The Company will from
     time to time cause (a) any present Wholly Owned Subsidiary that is not a
     Guarantor within 30 days after notice from the Majority Holders or (b) any
     future Wholly Owned Subsidiary within 30 days after any such Person becomes
     a Wholly Owned Subsidiary, to join this Agreement as a Guarantor pursuant
     to a joinder agreement in form and substance satisfactory to the Majority
     Holders; provided, however, that Genesis Energy, L.L.C., a Delaware limited
              --------  -------
     liability company, shall not be required to become a Guarantor.  Each
     Guarantor will, promptly upon the request of the Majority Holders from time
     to time, execute, acknowledge and deliver, and file and record, all such
     instruments, and take all such action, as the Majority Holders deem
     necessary or advisable to carry out the intent and purposes of this
     paragraph 11."

2.   Consent of Guarantors.  Each Guarantor under the Guarantee contained in
paragraph 11 of the Agreement hereby consents to this letter amendment and
hereby confirms and agrees that such Guarantee is, and shall continue to be, in
full force and effect and is hereby confirmed and ratified in all respects
except that, upon the effectiveness of, and on and after the date of, the letter
amendment, all references in such Guarantee to the Agreement, "thereunder",
"thereof", or words of like import referring to the Agreement shall mean the
Agreement as amended by this letter amendment.

3.   Representations and Warranties.  In order to induce you to enter into this
letter amendment, each of the Obligors hereby represents and warrants that: (a)
effective June 30, 2000 and as permitted by paragraph 6C(5)(ii) of the
Agreement, (1) TransMontaigne Product Services Midwest Inc., an Arkansas
corporation, was merged with and into TransMontaigne Product Services Inc., a
Delaware corporation, and (2) TransMontaigne Transportation Services Inc., an
Arkansas corporation, was merged with and into the Company; (b) each of the
representations and warranties contained in paragraph 8 of the Agreement is true
and correct on and as of the date hereof, except to the extent of changes caused
by the transactions herein contemplated; (c) the counterpart of the amendment to
the Bank Agreement furnished by the Company to the Purchasers and reflecting
amendments to the Bank Agreement that are in substance parallel to those in this
letter amendment is true and complete; and (d) there has been no payment of any
amount and no increase in, or additional types of, the rate of interest,
breakage costs or any other fees, costs, expenses or other amounts payable with
respect to the Bank Agreement in consideration of the amendment to the Bank
Agreement described in the foregoing clause (c).

                                       3
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4.   Miscellaneous.

     (a)       Effect on Agreement.  On and after the effective date of this
letter amendment, each reference in the Agreement to "this Agreement",
"hereunder", "hereof", or words of like import referring to the Agreement, each
reference in the Notes to "the Agreement", "thereunder", "thereof", or words of
like import referring to the Agreement, and each reference in the Security
Documents to "the Shelf Agreement" "thereunder", "thereof", or words of like
import referring to the Agreement, shall mean the Agreement as amended by this
letter amendment. The Agreement, as amended by this letter amendment, is and
shall continue to be in full force and effect and is hereby in all respects
ratified and confirmed. The execution, delivery and effectiveness of this letter
amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy under the Agreement nor constitute a waiver of any
provision of the Agreement. This letter amendment shall be a Loan Document.

     (b)       Counterparts.  This letter amendment may be executed in any
number of counterparts (including those transmitted by facsimile) and by any
combination of the parties hereto in separate counterparts, each of which
counterparts shall be an original and all of which taken together shall
constitute one and the same letter amendment. Delivery of this letter amendment
may be made by facsimile transmission of a duly executed counterpart copy
hereof.

     (c)       Effectiveness.  This letter amendment shall become effective as
of the date first above written when and if each of the conditions set forth in
this subparagraph (c) shall have been satisfied.

          (I)  Executed Counterparts. Counterparts of this letter amendment
     shall have been executed by the Company, each Guarantor and you.

          (II) No Default or Event of Default. After giving effect to the
     amendments effected hereby, no Default or Event of Default under the
     Agreement shall have occurred and be continuing.

     (d)  Expenses.  The Company confirms its agreement, pursuant to paragraph
12B of the Agreement, to pay promptly all expenses of the Purchasers related to
this letter amendment and all matters contemplated by this letter amendment,
including without limitation all fees and expenses of the Purchasers' special
counsel and any local or other counsel retained by the Collateral Agent.

     (e)  Governing Law.  THIS LETTER AMENDMENT SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW
OF THE STATE OF NEW YORK.

                                       4
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         If you agree to the terms and provisions hereof, please evidence your
    agreement by executing and returning a counterpart of this letter amendment
    to TransMontaigne Inc., 370 17th Street, Suite 2750, Denver, Colorado 80202,
    Attention of Harold R. Logan, Jr.

                                        Very truly yours,

                                        TRANSMONTAIGNE INC.

                                        By:  /s/ Donald H. Anderson
                                             ______________________________
                                             Donald H. Anderson, President

                                        Guarantors

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

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

                                       5
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     Agreed as of the date first above written:

     THE PRUDENTIAL INSURANCE COMPANY
       OF AMERICA

     By:  /s/  Ric E. Abel
          __________________________________
               Vice President

     U.S. PRIVATE PLACEMENT FUND

     By:  Prudential Private Placement
          Investors, L.P., Investment Advisor

          By:  Prudential Private Placement
               Investors, Inc., its General Partner

     By:  /s/  Ric E. Abel
          __________________________________
               Vice President

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