EXHIBIT 10.9

Execution Copy

TRANSMONTAIGNE OIL COMPANY

CREDIT AGREEMENT

Amendment No. 2

This Agreement, dated as of April 17, 1997, is among TransMontaigne Oil
Company, a Delaware corporation (the "Company"), the Subsidiaries of the Company
-------
party hereto, the Lenders party hereto and The First National Bank of Boston, as
agent (the "Agent") for itself and the other Lenders. The parties agree as
-----
follows:

1. Reference to Credit Agreement; Background.
-----------------------------------------

1.1. Reference to Credit Agreement; Definitions. Reference is made to
------------------------------------------
the Credit Agreement dated as of December 18, 1996, as amended by Amendment No.
1 thereto dated as of January 30, 1997 (as so amended, the "Credit Agreement"),
----------------
among the Company, the Guarantors, the Lenders from time to time party thereto
and the Agent. The Credit Agreement, as amended by the amendments set forth in
Section 2 hereof (the "Amendment"), is referred to as the "Amended Credit
--------- --------------
Agreement." Terms defined in the Amended Credit Agreement and not otherwise
- - ---------
defined herein are used herein with the meanings so defined.

1.2. Background. The Company has advised the Lenders that it intends to
----------
borrow $50,000,000 of senior secured debt pursuant to a master shelf agreement
with The Prudential Insurance Company of America and certain of its affiliates,
which debt shall be on a parity with the Credit Obligations, and to establish a
new intermediate Subsidiary to be named "TransMontaigne Transportation Services
--------------------------------------
Inc.". The Company also has requested that the Agent agree to hold the Credit
- - ----
Security for the benefit of both the Lenders and the holders of the senior
secured notes and has requested that the Lenders consent to a number of
amendments of the Credit Agreement, as set forth in Section 2 hereof.

2. Amendments to Credit Agreement. Subject to all of the terms and conditions
-----------------------------
hereof and in reliance upon the representations and warranties set forth or
incorporated by reference in Section 4 hereof, the Credit Agreement is amended
as follows, effective as of April 17, 1997 (the "Amendment Closing Date").
----------------------
2.1. Section 1.12 of the Credit Agreement is amended by adding at the
end thereof a new paragraph reading in its entirety as follows:

Notwithstanding the foregoing, for the period commencing on and
including the Amendment Closing Date and ending on the date on which the
Applicable Margin is adjusted pursuant to the immediately preceding
paragraph

for the Leverage Ratio as in effect on April 30, 1997, the Applicable
Margin shall be calculated by reference to the Leverage Ratio determined
based upon the pro forma balance sheet delivered to the Agent pursuant
to Section 5.6 hereof.

2.2. Section 1.36 is amended to read in its entirety as follows:

1.36. "Computation Covenants" means Sections 6.5, 6.6.7, 6.6.16,
---------------------
6.6.17, 6.9.5, 6.9.7, 6.10.2, 6.11.1, 6.12.2 and 6.19.

2.3. Section 1.44 is amended by amending paragraph (a) thereof to read
in its entirety as follows:

(a) this Agreement, the Notes, each Letter of Credit, each draft
presented or accepted under a Letter of Credit, the Bank of Boston Fee
Letter, the Intercreditor Agreement, the Pledge Agreement and each
Interest Rate Protection Agreement provided by a Lender (or an Affiliate
of a Lender) to the Company or any of its Subsidiaries, each as from
time to time in effect;

2.4. Section 1 is amended by adding thereto a new Section 1.81A reading
in its entirety as follows:

1.81A. "Intercreditor Agreement" means the Intercreditor
-----------------------
Agreement dated as of April 17, 1997, as from time to time in effect,
among the Company, the Guarantors, the Lenders, the Agent and
Prudential.

2.5. Section 1 is further amended by adding a new Section 1.95A reading
in its entirety as follows:

1.95A. "Master Shelf Agreement" is defined in Section 6.6.12.
----------------------

2.6. Section 1 is further amended by adding a new Section 1.115A reading
in its entirety as follows:

1.115A. "Pledge Agreement" means the Pledge Agreement dated as of
----------------
April 17, 1997, as from time to time in effect, among the Company, the
Guarantors and the Agent, as collateral agent.

2.7. Section 1 is further amended by adding hereto a new Section 1.119A
reading in its entirety as follows:

1.119A. "Prudential" is defined in Section 6.6.12.
----------
2.8. Section 6.2.4 is amended to read in its entirety as follows:

6.2.4. Compliance with Material Agreements. Each of the Company
-----------------------------------
and

-2-

its Subsidiaries shall comply in all material respects with the
Material Agreements (to the extent not in violation of the other
provisions of this Agreement or any other Credit Document). Without the
prior written consent of the Required Lenders, no Material Agreement
shall be amended, modified, waived or terminated in any manner that
would have in any material respect an adverse effect on the interests of
the Lenders; provided, without limitation of the foregoing, that any
modification of the Master Shelf Agreement that would cause the
covenants of the Company or the defaults thereunder to be more
restrictive than the covenants or defaults, respectively, contained in
this Agreement or that would constitute or cause a Default shall require
the prior written consent of the Required Lenders.

2.9. Section 6.4.2 is amended by amending the first paragraph thereof to
read in its entirety as follows:

6.4.2. Quarterly Reports. The Company shall furnish to the
-----------------
Lenders as soon as available and, in any event, within 50 days after the
end of each of the first three fiscal quarters of the Company, the
internally prepared Consolidated balance sheet of the Company and its
Subsidiaries as of the end of such fiscal quarter, the Consolidated
statements of income, changes in shareholders' equity and cash flows of
the Company and its Subsidiaries for such fiscal quarter and for the
portion of the fiscal year then ended (all in reasonable detail) and
together with Consolidating schedules as of such date and for such
period (if such Consolidating schedules are requested by the Agent or
the Required Lenders) and, in the case of Consolidated statements,
comparative figures for the same period in the preceding fiscal year,
all accompanied by:

2.10. Section 6.4.3 is deleted in its entirety.

2.11. Section 6.4.4 is amended by amending paragraph (f) to read in its
entirety as follows:

(f) Any 90-day or 30-day letter from the federal Internal Revenue
Service asserting material tax deficiencies against the Company or any
of its Subsidiaries; and any similar notice from a state or other taxing
authority asserting material tax deficiencies against the Company or any
of its Subsidiaries that are not fully resolved without the assessment
of a material tax deficiency (and any tax paid) within 90 days following
the date of such notice.

2.12. Section 6.4.5 is amended by changing the figure in clause (a) from
$1,000,000 to $2,000,000 and by changing the figure in clause (b) from $500,000
to $1,000,000.

2.13. Section 6.5.3 is amended to read in its entirety as follows:

-3-

6.5.3. Consolidated Tangible Net Worth. Consolidated Tangible Net
-------------------------------
Worth shall not at any time be less than $100,000,000; provided,
--------
however, that on April 30, 1997 and on the last day of each fiscal
-------
quarter of the Company thereafter, the then effective dollar amount in
this Section 6.5.3 shall be increased by the sum of (a) 50% of
Consolidated Net Income (if positive) for the fiscal quarter then ended
plus (b) 50% of the net proceeds realized by the Company and its
Subsidiaries, calculated on a Consolidated basis in accordance with
GAAP, from the issuance of any equity securities during the fiscal
quarter then ended.

2.14. Section 6.5.4 is deleted in its entirety.

2.15. Section 6.6.7 is amended by changing the figure in clause (a)
thereof from $1,000,000 to $2,000,000 and by changing the figure in clause (b)
thereof from $5,000,000 to $10,000,000.

2.16. Section 6.6.12 is amended to read in its entirety as follows:

6.6.12. The 7.85% Senior Secured Notes, Series A, Due April 10,
2003 of the Company issued pursuant to the Master Shelf Agreement dated
as of April 17, 1997 (as from time to time amended subject to the
provisions of Section 6.2.4 hereof, the "Master Shelf Agreement")
----------------------
between the Company and The Prudential Insurance Company of America and
affiliates thereof from time to time party thereto (collectively,
"Prudential") in aggregate principal amount not exceeding $50,000,000,
and other "Obligations", as defined in the Master Shelf Agreement, of
the Company and the Guarantors under the Master Shelf Agreement
(excluding any "Series" of "Notes" other than the "Series A Notes", each
as defined in the Master Shelf Agreement).

2.17. A new Section 6.6.15 is added reading in its entirety as follows:

6.6.15. Funded Debt of the Company issued under and subject to
the terms of the Master Shelf Agreement, provided, that the aggregate
principal amount of such additional Funded Debt so issued shall not
exceed $50,000,000 and that the average life of such additional Funded
Debt shall be equal to or greater than six years from the date of
issuance; and provided, further, that after giving effect to the
issuance of such Funded Debt and the application of the proceeds thereof
on the issuance date no Default shall exist and the Company shall have
delivered to the Agent a certificate of a Financial Officer of the
Company in reasonable detail demonstrating compliance with Section 6.5
after giving effect to such issuance and application.

2.18. A new Section 6.6.16 is added reading in its entirety as follows:

-4-

6.6.16. Unsecured Funded Debt of the Company; provided that after
giving effect to the issuance of such Unsecured Funded Debt and the
application of any of the proceeds thereof on the issuance date no
Default shall exist, the Leverage Ratio shall not exceed 60% if the
issuance date is on or before April 29, 1999, 55% if the issuance date
is after April 29, 1999 and on or before April 29, 2000 or 50% if the
issuance date is on or after April 30, 2000 and the Company shall have
delivered to the Agent a certificate of a Financial Officer of the
Company in reasonable detail demonstrating compliance with these
conditions after giving effect to such issuance and application; and
provided, further, either (a) that the terms and conditions of such
unsecured Funded Debt, including without limitation, financial
covenants, defaults, amortization and rate of interest shall have been
consented to by the Required Lenders or (b) that the sum of (i) the
aggregate outstanding principal amount of Indebtedness permitted by
Section 6.6.15 plus (ii) the aggregate outstanding principal amount of
Indebtedness permitted under this clause (b) and not consented to as
provided in the preceding clause (a) at no time shall exceed
$50,000,000.

2.19. Existing Section 6.6.15 is renumbered 6.6.17 and restated in its
entirety to read as follows:

6.6.17. Indebtedness of the Company (other than Financing Debt)
in addition to the foregoing; provided, however, that the aggregate
-------- -------
amount of all such Indebtedness at any one time outstanding shall not
exceed $2,000,000.

2.20. Section 6.7.5 is amended to read in its entirety as follows:

6.7.5. The unsecured Guarantee by Transmontaigne Product Services
Inc. (formerly known as Continental Ozark, Inc.), an Arkansas
corporation, of the Subordinated Debentures pursuant to the Senior
Subordinated Debenture Guarantee dated March 28, 1991 (the "Subordinated
------------
Debentures Guarantee") executed by such corporation.
--------------------

2.21. A new Section 6.7.6 is added reading in its entirety as follows:

6.7.6. Guarantees of the Funded Debt permitted by Sections 6.6.12
and 6.6.15.

2.22. A new Section 6.8.10 is added reading in its entirety as follows:

6.8.10. Liens on the Credit Security securing the Funded Debt
permitted by Sections 6.6.12 and 6.6.15, but only so long as such Liens

-5-

are on parity with or subordinate to the Lien of Section 10 hereof.
2.23. Section 6.9.5 is amended to read in its entirety as follows:

6.9.5. Investments made after the date hereof in Subsidiaries
listed in Exhibit 7.1 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 10% of Consolidated Net Tangible Assets.

2.24. Section 6.9.7 is amended to read in its entirety as follows:

6.9.7. Other Investments made after the date hereof that are not
permitted by any of the foregoing subsections of this Section 6.9,
provided that the aggregate outstanding amount of loans, advances and
other Investments of the Company and its Subsidiaries permitted under
this Section 6.9.7, measured in each case as of the date of the making
of such Investment, shall not at any time exceed 10% of Consolidated
Tangible Net Worth; provided, however, that no Investment may be made in
-------- -------
a Subsidiary unless such Subsidiary is listed in Exhibit 7.1 hereto as
supplemented from time to time.

2.25. Section 6.9 is amended by amending the last paragraph thereof to
read in its entirety as follows:

In addition, the Company covenants that the Company and its
Subsidiaries shall not acquire any operating business unless, after
giving effect to such acquisition and the financing thereof, the Company
and its Subsidiaries will not suffer any Default under any Computation
Covenant or any other provision of this Agreement; and provided, that,
if the consideration (including without limitation any assumption of
Indebtedness, any deferred consideration and any consideration paid for
any related non-competition agreement) given shall exceed $3,000,000 for
any single acquisition or $15,000,000 in the aggregate for acquisitions
consummated in any period of twelve consecutive months (excluding the
acquisition under the Acquisition Agreement), then prior to consummating
any such acquisition the Company shall provide to the Lenders a
certificate of a Financial Officer demonstrating that, after giving
effect to such acquisition and the financing thereof, the Company and
its Subsidiaries will not suffer any Default under any Computation
Covenant or any other provision of this Agreement.

2.26. Section 6.12.2 is amended by changing the figure $4,000,000 to
$8,000,000.

2.27. Section 6.19 is amended to read in its entirety as follows:

-6-

6.19. Open Positions. The Company and its Subsidiaries may
--------------
maintain Open Positions relating to product inventory requirements that
do not exceed the amount permitted by the Risk and Product Management
Policy Statement then in effect, so long as that policy is materially
consistent with the requirements of the first sentence of Section 6.2.5.

2.28. Section 7.1.2 is amended by adding at the end of such provision a
semicolon and the following proviso:

provided, however, that there may be omitted from Exhibit 7.1 one
or more Subsidiaries which have no business operations and no
assets or liabilities.

2.29. Section 7.2.2 is amended to read in its entirety as follows:

7.2.2. Material Agreements. The Company has previously furnished
-------------------
to the Lenders a correct and complete copy of the Securities Purchase
Agreement dated March 28, 1991 (the "Subordinated Debentures Agreement")
---------------------------------
between the Company's predecessor, Continental Ozark Corporation, and
Dillon, Read & Co., Inc., as nominee, and correct and complete copies,
including all exhibits, schedules and amendments thereto, of the
agreements, each as in effect on the date hereof, listed in Exhibit
7.2.2 (together with the Subordinated Debentures, the Subordinated
Debentures Agreement, the Subordinated Debentures Guarantee, the
Acquisition Agreement and the Master Shelf Agreement, the "Material
--------
Agreements").
----------

2.30. Section 8.1.2 is amended to read in its entirety as follows:

8.1.2. Specified Covenants. The Company or any of its
-------------------
Subsidiaries shall fail to perform or observe any of the provisions of
Section 6.2.5, 6.4.6, 6.5, 6.6, 6.7, 6.8, 6.11, 6.12 or 6.19.

2.31. Section 8.1.5(a) is amended by changing the figure $1,000,000 to
$3,000,000.

2.32. Section 10.1.1 is amended to read in its entirety as follows:

10.1.1. Pledged Stock. (a) All shares of capital stock or other
-------------
evidence of beneficial interest in any corporation, business trust or
limited liability company, including without limitation of all shares of
stock of each of TransMontaigne Transportation Services Inc.,
TransMontaigne Product Services Inc., Bear Paw Energy Inc. and
TransMontaigne Holding Inc. owned by the Company, and all shares of
stock of TransMontaigne Pipeline Inc. and TransMontaigne Terminaling
Inc. owned by TransMontaigne Transportation Services Inc., (b) all
limited partnership interests in any limited partnership, (c) all
general partnership

-7-

interests in any general partnership, (d) all joint venture interests in
any joint venture and (e) all options, warrants and similar rights to
acquire such capital stock or such interests. All such capital stock,
interests, options, warrants and other rights are collectively referred
to as the "Pledged Stock".
-------------

2.33. Section 10.1.2 is amended to read in its entirety as follows:

10.1.2. Pledged Rights. All rights to receive profits or surplus
--------------
of, or other Distributions (including income, return of capital and
liquidating distributions) from, any corporation, business trust,
limited liability company, partnership or joint venture, including any
distributions by any such Person to partners or joint venturers. All
such rights are collectively referred to as the "Pledged Rights".
--------------

2.34. Section 10.3.1 is amended to read in its entirety as follows:

10.3.1. Pledged Stock. All shares of capital stock, limited
-------------
partnership interests, membership interests, beneficial interests and
similar securities included in the Pledged Stock are and shall be at all
times duly authorized, validly issued, fully paid and (in the case of
capital stock and limited partnership interests) nonassessable. Each
Obligor will deliver to the Agent certificates representing any Pledged
Stock represented by a certificate, accompanied by a stock transfer
power executed in blank and, if the Agent so requests, with the
signature guaranteed, all in form and manner satisfactory to the Agent.
Pledged Stock that is not evidenced by a certificate will be registered
in the Agent's name as pledgee on the issuer's records, all in form and
substance satisfactory to the Agent. At any time after the occurrence of
an Event of Default, the Agent may transfer into its name or the name of
its nominee, as pledgee, any Pledged Securities. In the event the
Pledged Stock includes any Margin Stock, the Obligors will furnish to
the Lenders Federal Reserve Form U-1 and take such other action as the
Agent may request to ensure compliance with applicable laws.

2.35. Section 10.3.4 is amended to read in its entirety as follows:

10.3.4. No Liens or Restrictions on Transfer or Change of
------------------------------------------------
Control. All Credit Security shall be free and clear of any Liens and
-------
restrictions on the transfer thereof, including contractual provisions
which prohibit the assignment of rights under contracts, except for
Liens permitted by Section 6.8. Without limiting the generality of the
foregoing, each Obligor will exclude from contracts to which it becomes
a party after the date hereof (other than partnership and joint venture
agreements) provisions that would prevent such Obligor from creating a
security interest in such contract or any property acquired thereunder
as contemplated hereby. None of the Pledged Stock is subject to any
adverse claims, option to purchase or similar rights of any Person.
Except with the written consent of the Agent, no Obligor is, and none of
them will be, party to or

-8-

bound by any agreement, instrument, deed or lease that restricts the
change of control or ownership, or the creation of a security interest
in the ownership, of the Company or any of its Subsidiaries (other than
a Subsidiary which is a partnership).

2.36. Section 12.5 is amended to read in its entirety as follows:

12.5. Sharing of Payments, etc. Each Lender agrees that (a) if by
------------------------
exercising any right of set-off or counterclaim or otherwise, it shall
receive payment of (i) a proportion of the aggregate amount due with
respect to its Percentage Interest in the Loan and Letter of Credit
Exposure which is greater than (ii) the proportion received by any other
Lender in respect of the aggregate amount due with respect to such other
Lender's Percentage Interest in the Loan and Letter of Credit Exposure
and (b) if such inequality shall continue for more than 10 days, the
Lender receiving such proportionately greater payment shall purchase
participations in the Percentage Interests in the Loan and Letter of
Credit Exposure held by the other Lenders, and such other adjustments
shall be made from time to time (including rescission of such purchases
of participations in the event the unequal payment originally received
is recovered from such Lender through bankruptcy proceedings or
otherwise), as may be required so that all such payments of principal
and interest with respect to the Loan and Letter of Credit Exposure held
by the Lenders shall be shared by the Lenders pro rata in accordance
with their respective Percentage Interests; provided, however, that this
-------- -------
Section 12.5 shall not impair the right of any Lender to exercise any
right of set-off or counterclaim it may have and to apply the amount
subject to such exercise to the payment of Indebtedness of any Obligor
other than such Obligor's Indebtedness with respect to the Loan and
Letter of Credit Exposure; provided, further, that such application may
-------- -------
be affected by Section 4.05 of the Intercreditor Agreement. Each Lender
that grants a participation in the Credit Obligations to a Credit
Participant shall require as a condition to the granting of such
participation that such Credit Participant agree to share payments
received in respect of the Credit Obligations as provided in this
Section 12.5. The provisions of this Section 12.5 are for the sole and
exclusive benefit of the Lenders and no failure of any Lender to comply
with the terms hereof shall be available to any Obligor as a defense to
the payment of the Credit Obligations.

2.37. Exhibit 6.4.1 is amended to read in its entirety as provided in
Exhibit 6.4.1 hereto.

2.38. Exhibit 6.4.3 is deleted in its entirety.

2.39. Exhibit 6.4.3(a) is deleted in its entirety.

2.40. Exhibit 7.1 is amended to read in its entirety as provided in
Exhibit 7.1

-9-

hereto.

2.41. Exhibit 7.3 is amended to read in its entirety as provided in
Exhibit 7.3 hereto.

3. Intercreditor and Pledge Agreements. Each of the Company, the Guarantors and
-----------------------------------
the Lenders hereby requests that the Agent enter into the proposed Pledge
Agreement among the Company, the Guarantors and the Agent, as collateral agent,
and the proposed Intercreditor Agreement among the Company, the Guarantors, the
Lenders, The Prudential Insurance Company of America, U.S. Private Placement
Fund and the Agent, as collateral agent, each substantially in the form
previously furnished to the Lenders with such changes therein as the Agent shall
approve.

4. Representations and Warranties. In order to induce the Lenders to enter into
------------------------------
this Agreement, each of the Company and the Guarantors jointly and severally
represents and warrants to each of the Lenders that:

4.1. No Legal Obstacle to Agreements. Neither the execution and delivery
-------------------------------
of this Agreement or any other Credit Document, nor the making of any borrowing
under the Amended Credit Agreement, nor the guaranteeing of the Credit
Obligations, nor the securing of the Credit Obligations with the Credit
Security, nor the consummation of any transaction referred to in or contemplated
by this Agreement, the Amended Credit Agreement or any other Credit Document,
nor the fulfillment of the terms hereof or thereof or of any other agreement,
instrument, deed or lease contemplated by this Agreement, the Amended Credit
Agreement or any other Credit Document, has constituted or resulted in or will
constitute or result in:

(a) any breach or termination of the provisions of any agreement,
instrument, deed or lease to which the Company or any of its
Subsidiaries is a party or by which it is bound, or of the Charter or
By-laws of the Company or any of its Subsidiaries;

(b) the violation of any law, statute, judgment, decree or
governmental order, rule or regulation applicable to the Company or any
of its Subsidiaries;

(c) the creation under any agreement, instrument, deed or lease
of any Lien (other than Liens on the Credit Security which secure the
Credit Obligations and Liens permitted by Section 6.8 of the Amended
Credit Agreement) upon any of the assets of the Company or any of its
Subsidiaries; or

(d) any redemption, retirement or other repurchase obligation of
the Company or any of its Subsidiaries under any Charter, By-law,
agreement, instrument, deed or lease.

No approval, authorization or other action by, or declaration to or filing with,
any

-10-

governmental or administrative authority or any other Person is required to
be obtained or made by the Company or any of its Subsidiaries in connection with
the execution and delivery of this Agreement, the performance of this Agreement,
the Amended Credit Agreement or any other Credit Document, the transactions
contemplated hereby or thereby, the making of any borrowing under the Amended
Credit Agreement, the guaranteeing of the Credit Obligations or the securing of
the Credit Obligations with the Credit Security.

4.2. Defaults. Immediately after giving effect to the Amendment, no
-------
Default shall exist.

4.3. Incorporation of Representations and Warranties of Company.
----------------------------------------------------------
Immediately after giving effect to the Amendment, the representations and
warranties set forth in Section 8 of the Amended Credit Agreement will be true
and correct as if originally made on and as of the Amendment Closing Date
(except to the extent of any representation or warranty which refers to a
specific earlier date).

5. Conditions. The effectiveness of each of the amendments set forth in Section
----------
2 hereof shall be subject to the satisfaction of the following conditions:

5.1. Officer's Certificate. The representations and warranties contained
---------------------
in Section 4 hereof shall be true and correct on and as of the Amendment Closing
Date with the same force and effect as though originally made on and as of the
Amendment Closing Date; immediately after giving effect to such amendments, no
Default shall exist; no Material Adverse Change shall have occurred since
January 31, 1997; and the Company shall have furnished to the Lenders on or
before the Amendment Closing Date a certificate to these effects signed by a
Financial Officer of the Company.

5.2. Proper Proceedings. All proper proceedings shall have been taken by
------------------
the Company and the Guarantors (including without limitation TransMontaigne
Transportation Services Inc.) to authorize this Agreement, the Amended Credit
Agreement and the transactions contemplated hereby and thereby. On or before the
Amendment Closing Date, the Agent shall have received copies of all documents,
including legal opinions of counsel and records of corporate proceedings which
the Agent may have requested in connection therewith, such documents, where
appropriate, to be certified by proper corporate or governmental authorities.

5.3. Execution and Delivery. Each of the Company, the Guarantors and the
----------------------
Lenders shall have executed and delivered this Agreement.

5.4. Prudential Agreements. Each of the Master Shelf Agreement, the
---------------------
Intercreditor Agreement and the Pledge Agreement shall have been executed and
delivered substantially in the form previously furnished to the Lenders with
such changes therein as the Agent shall have approved; and the Funded Debt
permitted by Section 6.6.12 shall have been issued by the Company and purchased
by Prudential.

-11-

5.5. Joinder Agreement. TransMontaigne Transportation Service Inc., an
-----------------
Arkansas corporation, shall have become a party to the Amended Credit Agreement
as a Guarantor by executing and delivering to the Agent an agreement to such
effect that is satisfactory in form and substance to the Agent, together with
such corporate certificates and legal opinions with respect to such joinder as
the Agent shall reasonably require.

5.6. Pro Forma Balance Sheet. The Company shall have furnished to the
-----------------------
Agent the internally prepared pro forma Consolidated balance sheet of the
Company and its Subsidiaries as of January 31, 1997, together with a calculation
in reasonable detail of the Leverage Ratio of the Company and its Subsidiaries
as of January 31, 1997.

6. Further Assurances. The Company will, promptly upon the request of the Agent
------------------
from time to time, execute, acknowledge and deliver, and file and record, all
such instruments and notices, and take all such action, as the Agent deems
necessary or advisable to carry out the intent and purposes of this Agreement.

7. General. The Amended Credit Agreement and all of the other Credit Documents
-------
are each confirmed as being in full force and effect. This Agreement, the
Amended Credit Agreement and the other Credit Documents referred to herein or
therein constitute the entire understanding of the parties with respect to the
subject matter hereof and thereof and supersede all prior and current
understandings and agreements, whether written or oral, with respect to such
subject matter. The invalidity or unenforceability of any provision hereof shall
not affect the validity and enforceability of any other term or provision
hereof. The headings in this Agreement are for convenience of reference only and
shall not alter, limit or otherwise affect the meaning hereof. Each of this
Agreement and the Amended Credit Agreement is a Credit Document and may be
executed in any number of counterparts, which together shall constitute one
instrument, and shall bind and inure to the benefit of the parties and their
respective successors and assigns, including as such successors and assigns all
holders of any Note. This Agreement shall be governed by and construed in
accordance with the laws (other than the conflict of law rules) of The
Commonwealth of Massachusetts.

-12-

Each of the undersigned has caused this Agreement to be executed and
delivered by its duly authorized officer as an agreement under seal as of the
date first above written.

TRANSMONTAIGNE OIL COMPANY

By_________________________________
Title:

TRANSMONTAIGNE TRANSPORTATION
SERVICES INC.

TRANSMONTAIGNE PRODUCT
SERVICES INC.

TRANSMONTAIGNE PIPELINE INC.
TRANSMONTAIGNE TERMINALING INC.

By_________________________________

As ____________ of each of the
foregoing corporations

BEAR PAW ENERGY INC.

By_________________________________
Title:

THE FIRST NATIONAL BANK OF BOSTON,
as a Lender and as Agent for the
Lenders

By_________________________________
Title:

THE BANK OF MONTREAL