##### 



Exhibit 2
 Execution version
 ASSET PURCHASE AGREEMENT
 BY
 AND
 AMONG
 TEPPCO MARINE SERVICES, LLC
 TEPPCO PARTNERS, L.P.
 CENAC TOWING CO., INC.
 CENAC OFFSHORE, L.L.C.
 AND
 MR. ARLEN B. CENAC, JR.
 Dated February 1, 2008




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##### 



TABLE OF CONTENTS
 PageARTICLE I PURCHASE, SALE AND DELIVERY
    
    
    1Section 1.1
    
    Purchased Assets
    
    
    1Section 1.2
    
    Excluded Assets
    
    
    3Section 1.3
    
    Purchase Price
    
    
    4Section 1.4
    
    Closing
    
    
    5Section 1.5
    
    Purchase Price Adjustments
    
    
    5Section 1.6
    
    Closing Limited Partner Units
    
    
    6Section 1.7
    
    Purchase Price Allocation
    
    
    7ARTICLE II LIABILITIES AND OBLIGATIONS
    
    
    7Section 2.1
    
    Obligations Assumed
    
    
    7Section 2.2
    
    Liabilities and Obligations Not Assumed
    
    
    8ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES
    
    
    9Section 3.1
    
    Status and Good Standing; Ownership; Citizenship
    
    
    9Section 3.2
    
    Authorization
    
    
    9Section 3.3
    
    Non-Contravention
    
    
    10Section 3.4
    
    Validity
    
    
    11Section 3.5
    
    Broker Involvement
    
    
    11Section 3.6
    
    Litigation
    
    
    11Section 3.7
    
    Title
    
    
    11Section 3.8
    
    Continuity Prior to the Closing Date
    
    
    11Section 3.9
    
    Contracts and Commitments
    
    
    13Section 3.10
    
    Intellectual Property Rights
    
    
    13Section 3.11
    
    Sufficiency of Assets; Customer Products
    
    
    14Section 3.12
    
    Financial Statements
    
    
    15Section 3.13
    
    Condition of Assets; Eligibility for Coastwise Trade
    
    
    15Section 3.14
    
    Absence of Undisclosed Liabilities
    
    
    16Section 3.15
    
    Employee Benefits
    
    
    16Section 3.16
    
    Compliance With Law
    
    
    16Section 3.17
    
    Environmental
    
    
    17Section 3.18
    
    Insurance
    
    
    18Section 3.19
    
    Government Licenses, Permits and Related Approvals
    
    
    18Section 3.20
    
    Responsible Carriers Plan
    
    
    19Section 3.21
    
    Taxes
    
    
    19Section 3.22
    
    Books and Records
    
    
    20Section 3.23
    
    Safety Reports
    
    
    20Section 3.24
    
    Transactions with Certain Persons
    
    
    20Section 3.25
    

Investment Representations
    
    
    20Section 3.26
    
    Disclosure
    
    
    22ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER
    
    
    22Section 4.1
    
    Status and Good Standing
    
    
    22Section 4.2
    
    Authorization
    
    
    22
 -i-




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PageSection 4.3
    
    Non-Contravention
    
    
    23Section 4.4
    
    Validity
    
    
    23Section 4.5
    
    Broker Involvement
    
    
    23Section 4.6
    
    Valid Issuance
    
    
    23Section 4.7
    
    Exchange Act Reports
    
    
    23Section 4.8
    
    Partnership Material Adverse Change
    
    
    24Section 4.9
    
    Securityholder Agreements
    
    
    24ARTICLE V COVENANTS
    
    
    24Section 5.1
    
    Other Offers
    
    
    24Section 5.2
    
    Conduct of Operations Pending Closing
    
    
    24Section 5.3
    
    Notification
    
    
    25Section 5.4
    
    Employees
    
    
    26Section 5.5
    
    Buyers Access
    
    
    26Section 5.6
    
    Covenant Against Competition
    
    
    26Section 5.7
    
    Further Assistance
    
    
    28Section 5.8
    
    Governmental Filings
    
    
    28Section 5.9
    
    Consents
    
    
    28Section 5.10
    
    Public Announcements
    
    
    29Section 5.11
    
    Income Tax Matters
    
    
    29Section 5.12
    
    Taxes Upon Conveyance and Transfer
    
    
    30Section 5.13
    
    Other Taxes and Charges
    
    
    30Section 5.14
    
    Condition to Transfer of Contracts
    
    
    30Section 5.15
    

Cooperation with Financings and Financial Reporting; Additional Financial Statements
    
    
    31Section 5.16
    
    Restrictions on Transfer; Legends
    
    
    31Section 5.17
    
    Compliance with Rule 144
    
    
    33Section 5.18
    
    Damage to Vessels
    
    
    33Section 5.19
    
    Sellers Access
    
    
    34Section 5.20
    
    Completion ofMadeline Cenac
    
    
    34ARTICLE VI USE OF THE CENAC NAME AFTER CLOSING
    
    
    34Section 6.1
    
    Use of the Cenac Name
    
    
    34Section 6.2
    
    Grant of Trademark Consent
    
    
    34ARTICLE VII INDEMNIFICATION
    
    
    34Section 7.1
    
    Seller Parties Indemnity Obligations
    
    
    35Section 7.2
    
    Buyers Indemnity Obligations
    
    
    35Section 7.3
    
    S Corporation Built-In Gain Indemnity
    
    
    36Section 7.4
    
    Survival
    
    
    36Section 7.5
    
    Indemnification Procedures
    
    
    36Section 7.6
    
    General
    
    
    38ARTICLE VIII CONDITIONS TO CLOSING
    
    
    38Section 8.1
    
    Conditions to Obligations of Buyer
    
    
    38Section 8.2
    
    Conditions to Obligations of Seller Parties
    
    
    41ARTICLE IX TERMINATION
    
    
    42Section 9.1
    
    Grounds for Termination
    
    
    42
 -ii-




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PageSection 9.2
    
    Effect of Termination
    
    
    43ARTICLE X GENERAL PROVISIONS
    
    
    43Section 10.1
    
    Confidentiality
    
    
    43Section 10.2
    
    Dispute Resolution
    
    
    44Section 10.3
    
    Seller Parties to Enforce Certain Agreements
    
    
    45Section 10.4
    
    Expenses
    
    
    45Section 10.5
    
    Entire Agreement; Amendment
    
    
    45Section 10.6
    
    Waivers and Consents
    
    
    45Section 10.7
    
    Notices
    
    
    46Section 10.8
    
    Assignments, Successors and No Third-Party Rights
    
    
    47Section 10.9
    
    Compliance with Bulk Sales Laws
    
    
    47Section 10.10
    
    Performance
    
    
    47Section 10.11
    
    Title and Risk of Loss
    
    
    47Section 10.12
    
    Choice of Law
    
    
    47Section 10.13
    
    Jurisdiction and Venue
    
    
    47Section 10.14
    
    Construction; Section Headings; Table of Contents
    
    
    47Section 10.15
    
    Severability
    
    
    47Section 10.16
    
    Counterparts
    
    
    48Section 10.17
    
    Time of Essence
    
    
    48Section 10.18
    
    Interpretation
    
    
    48Section 10.19
    
    Definitions
    
    
    48
 -iii-




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##### 



EXHIBITSExhibit A
    
    Form of Legal Opinion to BuyerExhibit B
    
    Form of U.S. Coast Guard Bills of SaleExhibit C
    
    Form of Transitional Operating AgreementExhibit D
    
    Form of Legal Opinion to the Seller PartiesExhibit E
    
    States and Parishes in Restricted TerritoryExhibit F
    
    Example Built-In Gain Indemnity CalculationSCHEDULESSchedule 1.1(a)(i)
    
    List of VesselsSchedule 1.1(a)(ii)
    
    Onshore Vessel EquipmentSchedule 1.1(a)(iii)
    
    Vehicles and Other EquipmentSchedule 1.1(d)(i)
    
    ContractsSchedule 1.1(d)(ii)
    
    Assumed Equipment LeasesSchedule 1.1(f)
    
    IT ContractsSchedule 1.1(g)
    
    PermitsSchedule 1.5(a)(v)
    
    Fuel and Lube Oil CapacitySchedule 1.7
    
    Purchase Price AllocationSchedule 2.1(a)
    
    IndebtednessSchedule 3.2(a)
    
    ResolutionsCenac TowingSchedule 3.2(b)
    
    ResolutionsCenac OffshoreSchedule 3.3
    
    Non-ContraventionSchedule 3.6
    
    LitigationSchedule 3.9
    
    Other AgreementsSchedule 3.10(a)
    
    Intellectual Property RightsSchedule 3.10(b)
    
    Intellectual Property RightsSchedule 3.10(c)
    
    Intellectual Property RightsSchedule 3.12(c)
    
    Secured LiabilitiesSchedule 3.13(c)
    
    Trading RestrictionsSchedule 3.13(d)
    
    Vessel AuthorizationsSchedule 3.13(e)
    
    Vessels SpecificationsSchedule 3.13(f)
    
    Charters in Other VesselsSchedule 3.17
    
    EnvironmentalSchedule 3.19
    
    Government LicensesSchedule 3.20
    
    Responsible Carriers PlanSchedule 3.21(e)
    
    TaxesSchedule 3.23
    
    Safety ReportsSchedule 3.25
    
    Accredited InvestorSchedule 10.19
    
    Persons with Knowledge
 -iv-




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ASSET PURCHASE AGREEMENT
     ARTICLE I
PURCHASE, SALE AND DELIVERY
 Purchased Assets
 Schedule 1.1(a)(i) Schedule 1.1(a)(ii) Schedule 1.1(a)(iii);
   1




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##### 



Schedule 1.1(d)(i) Schedule 1.1(d)(ii)
  Schedule 1.1(f)
 Schedule 1.1(g)
  -2-




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Excluded Assets
       -3-




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Purchase Price
     -4-




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Closing
 Purchase Price Adjustments.
      Schedule
1.5(a)(v)
    -5-




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Closing Limited Partner Units
    -6-




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##### 



Purchase Price Allocation Schedule 1.7
 ARTICLE II
LIABILITIES AND OBLIGATIONS
 Obligations Assumed
 Schedule 2.1(a)
 Schedules 1.1(d)(i) 1.1(d)(ii) Schedule 1.1(f)
  -7-




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##### 



Liabilities and Obligations Not Assumed.
          Schedules 1.1(d)(i) 1.1(d)(ii) Schedule 1.1(f)
 -8-




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##### 



ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES
  Status and Good Standing; Ownership; Citizenship
     Authorization
 Schedule 3.2(a)
  -9-
       Schedule
3.2(b)
  Non-Contravention Schedule 3.3
       -10-




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##### 



Validity
 Broker Involvement
 Litigation Schedule 3.6
 Title
 Continuity Prior to the Closing Date
    -11-




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##### 



-12-




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##### 



Contracts and Commitments Schedule 3.9 Schedule 1.1(d)(i) 1.1(d)(ii) 1.1(f) Schedule 1.1(d)(i) 1.1(d)(ii) 1.1(f) 3.9 Schedule 3.9 Schedules 1.1(d)(i) 1.1(d)(ii) 1.1(f) 3.9
 Intellectual Property Rights.
 Schedule 3.10(a)
 -13-




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##### 



Schedule 3.10(b)
 Schedule 3.10(c)
  Sufficiency of Assets; Customer Products.
  -14-




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##### 



Financial Statements.
   Schedule 3.12(c)
 Condition of Assets; Eligibility for Coastwise Trade.
    -15-




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##### 



Schedule 3.13(c)
 Schedule 3.13(d)
 Schedule 3.13(e)
 Schedule 3.13(f)
  Schedule 1.1(a)(ii) Schedule 1.1(a)(i)
 Absence of Undisclosed Liabilities
 Employee Benefits.
  Compliance With Law
 -16-




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##### 



Environmental
  Schedule
3.17
    Schedule 3.17
 -17-




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##### 



Insurance
 Government Licenses, Permits and Related Approvals Schedule 3.19
 -18-




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##### 



Responsible Carriers Plan Schedule 3.20
 Taxes
     Schedule 3.21(e) Schedule 2.1(a)
  -19-




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##### 



Books and Records
 Safety Reports. Schedule 3.23 de minimis
 Transactions with Certain Persons
 Investment Representation
 Experience; Status
  Schedule 3.25
 -20-




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##### 



Access to Information
    Investment Purposes
   -21-




---



##### 



Disclosure
 ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER
  Status and Good Standing.
   Authorization.
   -22-




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##### 



Non-Contravention
 Validity
 Broker Involvement
 Valid Issuance
 Exchange Act Reports
 -23-




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##### 



Partnership Material Adverse Change
 Securityholder Agreements
 ARTICLE V
COVENANTS
 Other Offers
 Conduct of Operations Pending Closing
      -24-




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##### 



Notification
 -25-




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##### 



Employees
 Buyers Access
 Covenant Against Competition
   -26-




---



##### 



provided, however,
  -27-




---



##### 



Further Assistance
 Governmental Filings
 Consents
 -28-




---



##### 



Public Announcements
 Income Tax Matters
 Schedule
1.7
  -29-




---



##### 



Taxes Upon Conveyance and Transfer.
 Other Taxes and Charges
 Condition to Transfer of Contracts.
 -30-




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##### 



Cooperation with Financings and Financial Reporting; Additional Financial
Statements.
   Restrictions on Transfer; Legends
  -31-




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##### 



THE UNITS REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAW. SUCH UNITS MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION
OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE PARTNERSHIP AS TO THE
AVAILABILITY OF AN EXEMPTION FROM REGISTRATION.
 -32-




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##### 



THE UNITS WERE ISSUED PURSUANT TO AN AGREEMENT WHICH INCLUDES ADDITIONAL
RESTRICTIONS ON TRANSFER AND COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY
WRITTEN REQUEST MADE BY THE HOLDER OF RECORD HEREOF TO THE SECRETARY OF THE
PARTNERSHIP AT THE PRINCIPAL EXECUTIVE OFFICES OF THE PARTNERSHIP.
   Compliance with Rule 144
 Damage to Vessels
   -33-




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##### 



Sellers Access. Schedule 3.6
 Completion of Madeline Cenac
 ARTICLE VI
USE OF THE CENAC NAME AFTER CLOSING
 Use of the Cenac Name
 Grant of Trademark Consent
 -34-




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##### 



ARTICLE VII
INDEMNIFICATION
 Seller Parties Indemnity Obligations
 Buyers Indemnity Obligations
 -35-




---



##### 



S Corporation Built-In Gain Indemnity Exhibit F
 Survival.
 Indemnification Procedures
   -36-




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##### 



-37-




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##### 



General. THE INDEMNIFICATION PROVISIONS IN THIS
ARTICLE VII SHALL BE ENFORCEABLE REGARDLESS OF
WHETHER THE LIABILITY IS BASED UPON PAST, PRESENT OR FUTURE CLAIMS OR LAWS (INCLUDING ANY PAST,
PRESENT OR FUTURE BULK SALES LAW, ENVIRONMENTAL LAW, FRAUDULENT TRANSFER ACT, OCCUPATIONAL SAFETY
AND HEALTH LAW OR PRODUCT LIABILITY, SECURITIES OR OTHER LAW) AND REGARDLESS OF WHETHER ANY PERSON
(INCLUDING THE PERSON FROM WHOM INDEMNIFICATION IS SOUGHT) ALLEGES OR PROVES THE SOLE, CONCURRENT,
CONTRIBUTORY OR COMPARATIVE NEGLIGENCE OF THE PERSON SEEKING INDEMNIFICATION OR THE SOLE OR
CONCURRENT STRICT LIABILITY IMPOSED UPON THE PERSON SEEKING INDEMNIFICATION.
 ARTICLE VIII
CONDITIONS TO CLOSING
 Conditions to Obligations of Buyer
 Compliance
 -38-




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##### 



Officers Certificate
 Sellers Resolutions
 Legal Opinion Exhibit A
 HSR Act
 Completion of Due Diligence
 No Material Adverse Change
 Transfer Documents
    Exhibit B
 -39-




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##### 



Schedule 1.1(a)(iii)
   Transitional Operating Agreement. Exhibit C
 Orders, Etc
 -40-




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##### 



Removal of Liens
 Consents of Mortgagees.
 FIRPTA Affidavit
 Insurance Documents.
 Other Documents
 Consents
 Conditions to Obligations of Seller Parties
 Compliance
 Officers Certificate
 Buyer and Partnership Resolutions
 -41-




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##### 



Legal Opinion Exhibit
D
 HSR Act
 Transfer Documents
 Transitional Operating Agreement. Exhibit C
 Orders, Etc
 Release. Schedule 2.1(a)
 No Partnership Material Adverse Change.
 ARTICLE IX
TERMINATION
 Grounds for Termination
    -42-




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##### 



provided, however
 Effect of Termination
   ARTICLE X
GENERAL PROVISIONS
 Confidentiality
  -43-




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##### 



Dispute Resolution
  -44-




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##### 



Seller Parties to Enforce Certain Agreements
 Expenses
 Entire Agreement; Amendment
 Waivers and Consents
 -45-




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##### 



Notices
 (a)
    
    If to Buyer or the Partnership, to:TEPPCO Partners, L.P.
1100 Louisiana Street, 16th Floor
Houston, Texas 77002
          Attn:     President
          Fax:       (713) 381-3957with a copy to:TEPPCO Partners, L.P.
1100 Louisiana Street, 16th Floor
Houston, Texas 77002
          Attn:     General Counsel
          Fax:      (713) 381-3957If to any Seller Party, to:Cenac Towing Co., Inc.
141 Bayou Dularge Road
Houma, LA 70363
          -or-
P.O. Box 2617
Houma, LA 70361
          Attn:     Arlen B. Cenac, Jr.
          Fax:      (985) 223-1350with a copy to:Duval, Funderburk, Sundbery, Lovell & Watkins P.C.
101 Wilson Avenue
Houma, LA 70364-3137
          Attn:     C. Berwick Duval, II
          Fax:      (985) 851-1490
 -46-




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Assignments, Successors and No Third-Party Rights
 Compliance with Bulk Sales Laws
 Performance
 Title and Risk of Loss.
 Choice of Law
 Jurisdiction and Venue. Each party hereto hereby waives its right to trial by jury in connection with any suit, action
or proceeding relating to this Agreement.
 Construction; Section Headings; Table of Contents
 Severability
 -47-




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##### 



Counterparts
 Time of Essence
 Interpretation.
       Definitions
 AAA
 Accounting Firm
 Affiliate
 -48-




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##### 



control
 Agreement
 Agreements
 Appraisal Firm
 Asphalt Business Limitation
 Asset Gain Amount
 Assumed Equipment Leases
 Assumed Liabilities
 Audited Financial Statements
 Average Trading Price
 Brokers Transaction
 Built-In Gain Indemnity Amount
 -49-




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##### 



Buyer
 Buyer Indemnified Party
 Ceiling Amount
 Cenac Towing
 Cenac Offshore
 Closing
 Closing Date
 Closing Limited Partner Units
 Code
 Commission
 Company Purchased Assets
 Confidential Information
 Contracts
 Contributions
 Deductible Amount
 Dispute
 Dispute Resolution Commencement Date
 Effective Time
 -50-




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##### 



Environmental Laws
 Environmental Permits
 ERISA
 ERISA Affiliate
 Excluded Assets
 Excluded Liabilities
 Final Adjustment Schedule
 Financial Statements
 First Permitted Transfer Date
 Form 8-A/A
 GAAP
 Governmental Body
 Hazardous Material
 -51-




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##### 



Horizon Maritime
 HSR Act
 Identified Representations
 Indemnified Amounts
 Indemnified Party
 Indemnifying Party
 Indemnity Notice
 Intellectual Property Rights
 IT Contracts
 Laws Law
 Lien
 Limited Partner Units
 Madeline Cenac
 Market Value
 -52-




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##### 



Material Adverse Change
 Non-Citizen
 Offer Price
 Operations
 Option Period
 OSHA
 Outside Date
 Partnership
 Partnership Agreement
 Partnership Material Adverse Change provided, however,
 Partnership SEC Documents
 Permitted Liens
 Permitted Transferee
 Person
 Preliminary
Adjustment Schedule
 -53-




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##### 



Purchase Price
 Purchased Assets
 Purchased Right
 reasonable efforts
 Recognized Built-In Gain Amount
 Recognized Built-In Gain Limitation
 Registered IP Rights
 Related Party Agreement
 Release
 -54-




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##### 



Remedial Action
 Representatives
 Restricted Business
 Restricted Territory Exhibit E .
 Right of First Refusal
 Rule 144
 Sale Price
 Securities Act
 Seller Indemnified Party
 Seller Parties
 Sellers
 Sellers Plans
 -55-




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##### 



Sold Units
 Stockholder
 Stockholder Purchased Assets
 Subject Units
 Tax Returns
 Taxable Sales
 Taxes Tax
 Third-Party Claim
 to the knowledge of the Seller Parties
 Towing Assets
 Towing Limited Partner Units
 Transaction Documents
 Transferor
 Transitional Operating Agreement Exhibit C
 Unaudited Financial Statements
 Vessel Equipment
 -56-




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##### 



Vessels
 Window Period
 Remainder of page intentionally left blank
 -57-




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##### 



TEPPCO MARINE SERVICES, LLCBy:
    
    /s/ William G. ManiasWilliam G. ManiasVice President and Chief Financial OfficerTEPPCO PARTNERS, L.P.By: Texas Eastern Products Pipeline Company, LLC,its general partnerBy:
    
    /s/ William G. ManiasWilliam G. ManiasVice President and Chief Financial OfficerCENAC TOWING CO., INC.By:
    
    /s/ Arlen B. Cenac, Jr.Arlen B. Cenac, Jr.PresidentCENAC OFFSHORE, L.L.C.By:
    
    /s/ Arlen B. Cenac, Jr.Arlen B. Cenac, Jr.Managing Member/s/ Arlen B. Cenac, Jr.Arlen B. Cenac, Jr.
 Signature page to TEPPCO-Cenac Asset Purchase Agreement
 58




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EXHIBIT A   Form of Legal Opinion to Buyer




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##### 



EXHIBIT B
 Form of U.S. Coast Guard Bills of Sale
 
 THIS SECTION FOR COAST
U.S. DEPARTMENT OF            GUARD USE ONLY
HOMELAND SECURITY            RECORDED:
U.S. COAST GUARD            BOOK PAGE:
CG-1340 (REV. 06/04) BILL OF SALEPORT (IF NOT FILING PORT)
1. VESSEL NAME 2. OFFICIAL NUMBER
OR HULL ID NUMBER
3. NAME(S) AND ADDRESS(ES) OF SELLERS:
3A. TOTAL INTEREST OWNED (IF LESS THAN 100%) %. DOCUMENTATION OFFICER

4. NAME(S) AND ADDRESS(ES) OF BUYER(S) AND INTEREST TRANSFERRED TO EACH:
TEPPCO Marine Services, LLC
1100 Louisiana
16th Floor
Houston, TX 77002
4A. TOTAL INTEREST TRANSFERRED (100% UNLESS OTHERWISE SPECIFIED) %.

4B. MANNER OF OWNERSHIP, UNLESS OTHERWISE STATED HEREIN, THIS BILL OF SALE CREATES A TENANCY IN COMMON, WITH EACH
TENANT OWNING AN EQUAL UNDIVIDED INTEREST. CHECK ONLY ONE OF THE FOLLOWING BLOCKS TO SHOW ANOTHER FORM OF
OWNERSHIP.
JOINT TENANCY WITH RIGHT OF SURVIVORSHIP TENANCY BY THE ENTIRETIES COMMUNITY PROPERTY
OTHER (DESCRIBE)
5. CONSIDERATION RECEIVED:
(ONE DOLLAR AND OTHER VALUABLE CONSIDERATION UNLESS OTHERWISE STATED) 6. I (WE) DO HEREBY SELL TO THE BUYER(S) NAMED ABOVE, THE RIGHT, TITLE AND INTEREST IDENTIFIED IN BLOCK 4 OF THIS BILL OF
SALE, IN THE PROPORTION SPECIFIED HEREIN.
VESSEL IS SOLD FREE AND CLEAR OF ALL LIENS, MORTGAGES, AND OTHER ENCUMBRANCES OF ANY KIND AND NATURE, EXCEPT AS
STATED ON THE REVERSE HEREOF. VESSEL IS SOLD TOGETHER WITH AN EQUAL INTEREST IN THE MASTS, BOWSPRIT, SAILS, BOATS, ANCHORS, CABLES,
TACKLE, FURNITURE, AND ALL OTHER NECESSARIES THERETO APPERTAINING AND BELONGING, EXCEPT AS STATED
ON THE REVERSE HEREOF. 7. SIGNATURES OF SELLER(S) OR PERSON(S) SIGNING ON BEHALF OF SELLER(S). 8. DATE SIGNED 9. NAME(S) OF PERSON(S) SIGNING ABOVE, AND LEGAL CAPACITY IN WHICH SIGNED (E.G., OWNER, AGENT, TRUSTEE, EXECUTOR) 10. ACKNOWLEDGEMENT (TO BE COMPLETED BY NOTARY PUBLIC OR OTHER OFFICIAL AUTHORIZED BY A LAW OF A STATE OR THE UNITED STATES TO TAKE
OATHS.) ON ___THE PERSON(S) NAMED IN SECTION 9 STATE:
(DATE) COUNTY:
ABOVE ACKNOWLEDGED EXECUTION OF THE FOREGOING INSTRUMENT
IN THEIR STATED CAPACITY(IES) FOR THE PURPOSE THEREIN
CONTAINED. NOTARY PUBLIC
MY COMMISSION EXPIRES




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##### 



(COMPLETE THIS SECTION ONLY IF VESSEL HAS NEVER BEEN DOCUMENTED AND DOES NOT HAVE A HULL IDENTIFICATION NUMBER.)
VESSEL DATA
A. BUILDER B. BUILDERS HULL NUMBER
C. FORMER NAME(S) D. FORMER MOTORBOAT NUMBERS
E. FORMER ALIEN REGISTRATIONS

F. DIMENSIONS: L= B= D=
G. PERSON FROM WHOM SELLER OBTAINED VESSEL

SIGNATURE OF SELLER
 WARRANTIES/APPURTENANCES/LIMITATIONS/EXCEPTIONS
The warranties, appurtenances, limitations and exceptions as set forth in the Asset Purchase Agreement dated February 1, 2008 by and among
Buyer, TEPPCO Partners, L.P., Cenac Towing Co., Inc., Cenac Offshore, L.L.C. and Mr. Arlen B. Cenac, Jr.
 INSTRUCTIONS
1. INDICATE CURRENT DOCUMENTED NAME. (IF VESSEL HAS NEVER BEEN DOCUMENTED SELLER MUST COMPLETE AND SIGN DATA SECTION ABOVE.)
2. INDICATE OFFICIAL NUMBER AWARDED TO VESSEL OR HULL IDENTIFICATION NUMBER ASSIGNED BY MANUFACTURER. (IF THE VESSEL HAS NO HULL
IDENTIFICATION NUMBER AND HAS NEVER BEEN DOCUMENTED, SELLER MUST COMPLETE AND SIGN THE VESSEL DATA SECTION ABOVE.)
3. INSERT NAMES AND ADDRESSES OF ALL PERSONS SELLING VESSEL, ALONG WITH TOTAL INTEREST OWNED BY THOSE PERSONS. IF MORE ROOM IS
NEEDED, AN ATTACHMENT MAY BE MADE SHOWING THE ADDRESSES OF THE SELLERS.
3A. SELF-EXPLANATORY.
4. INSERT NAMES AND ADDRESSES OF ALL BUYERS, ALONG WITH THE INTEREST TRANSFERRED TO EACH. IF THERE IS MORE THAN ONE BUYER AND NO DIVISION
OF INTEREST IS SHOWN, THIS BILL OF SALE WILL RESULT IN EACH BUYER HOLDING AN EQUAL INTEREST. (IF MORE ROOM IS NEEDED, AN
ATTACHMENT MAY BE MADE SHOWING THE ADDRESSES OF THE BUYERS.)
4A. SELF-EXPLANATORY.
4B. CHECK ONE OF THE BLOCKS TO CREATE A FORM OF OWNERSHIP OTHER THAN A TENANCY IN COMMON. IF OTHER IS CHECKED, THE FORM OF
OWNERSHIP MUST BE DESCRIBED.
5. OPTIONAL. IF THE AMOUNT PAID FOR THE VESSEL IS INSERTED, IT WILL BE NOTED ON THE VESSELS GENERAL INDEX.
6. SELF-EXPLANATORY. USE REMARKS SECTION ABOVE IF VESSEL IS NOT SOLD FREE AND CLEAR, OR TO LIST VESSEL APPURTENANCES WHICH ARE NOT
SOLD WITH THE VESSEL.
7. SELF-EXPLANATORY.
8. SHOW THE DATE ON WHICH THE INSTRUMENT IS SIGNED.
9. IN ADDITION TO THE PRINTED OR TYPED NAME OF THE SIGNER, SHOW WHETHER THAT PERSON WAS ACTING AS AN OWNER, AS AN AGENT FOR AN OWNER,
AS TRUSTEE, AS THE PERSONAL REPRESENTATIVE OR EXECUTOR OF AN ESTATE, OR OTHER CAPACITY WHICH ENTITLED THAT PERSON TO SIGN THE BILL OF SALE.
10. ANY ACKNOWLEDGEMENT IN SUBSTANTIAL COMPLIANCE WITH THE LAW OF THE STATE WHERE TAKEN MAY BE ATTACHED TO THIS INSTRUMENT IN LIEU OF THE
PREPRINTED ACKNOWLEDGEMENT.
 PRIVACY ACT STATEMENT
IN ACCORDANCE WITH 5 USC 552(A), THE FOLLOWING INFORMATION IS PROVIDED TO YOU WHEN SUPPLYING PERSONAL INFORMATION TO THE U.S. COAST GUARD.
1. AUTHORITY, SOLICITATION OF THIS INFORMATION IS AUTHORIZED BY 46 USC, CHAPTER 313 AND 46 CFR, PART 67.

2. THE PRINCIPAL PURPOSES FOR WHICH THIS INSTRUMENT IS TO BE USED ARE:

(A) TO PROVIDE A RECORD, AVAILABLE FOR PUBLIC INSPECTION AND COPYING, OF THE SALE OR OTHER CHANGE IN OWNERSHIP OF A VESSEL WHICH IS
DOCUMENTED, WILL BE DOCUMENTED, OR HAS BEEN DOCUMENTED PURSUANT TO 46 USC, CHAPTER 121.
(B) PLACEMENT OF THIS INSTRUMENT IN A BOOK FOR EXAMINATION BY GOVERNMENTAL AUTHORITIES AND MEMBERS OF THE GENERAL PUBLIC.
3. THE ROUTINE USE WHICH MAY BE MADE OF THIS INFORMATION INCLUDES DEVELOPMENT OF STATISTICAL DATA CONCERNING DOCUMENTED VESSELS.

4. DISCLOSURE OF THE INFORMATION REQUESTED ON THIS FORM IS VOLUNTARY. HOWEVER, FAILURE TO PROVIDE THE INFORMATION COULD PRECLUDE
FILING OF A BILL OF SALE AND DOCUMENTATION OF THE VESSEL NAMED HEREIN PURSUANT TO 46 USC, CHAPTER 121. MOREOVER, BILLS OF SALE WHICH ARE
NOT FILED ARE NOT DEEMED TO BE VALID AGAINST ANY PERSON EXCEPT THE GRANTOR OR A PERSON HAVING ACTUAL KNOWLEDGE OF THE SALE. (46 USC
31321(A)).
 AN AGENCY MAY NOT CONDUCT OR SPONSOR, AND A PERSON IS NOT REQUIRED TO RESPOND TO A COLLECTION OF INFORMATION UNLESS IT DISPLAYS A VALID
OMB CONTROL NUMBER.
THE COAST GUARD ESTIMATES THAT THE AVERAGE BURDEN FOR THIS FORM IS 20 MINUTES. YOU MAY SUBMIT ANY COMMENTS CONCERNING THE ACCURACY OF
THIS BURDEN ESTIMATE OR MAKE SUGGESTIONS FOR REDUCING THE BURDEN TO: U.S. COAST GUARD, NATIONAL VESSEL DOCUMENTATION CENTER, 792
T J JACKSON DRIVE, FALLING WATERS, WEST VIRGINIA 25419, OR OFFICE OF MANAGEMENT AND BUDGET, PAPERWORK REDUCTION PROJECT (1625-0027),
WASHINGTON, DC 20503.





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Execution Version
 EXHIBIT C
 Form of Transitional Operating Agreement
 TRANSITIONAL OPERATING AGREEMENT
      ARTICLE I
DEFINITIONS
 Definitions
 AAA
 Accounting Procedures Exhibit
B
 Agreement
 Asphalt Business Limitation




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Cenac Companies
 Cenac Company Plans
 Cenac Employer Policies
 Cenac Marine Policies
 Cenac Offshore
 Cenac Towing
 Direct Costs Exhibit B
 Dispute
 Dispute Resolution Commencement Date
 Employee
 Existing Cenac Policies
 Horizon Maritime
 2




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Indemnified Amounts
 Indemnified Party
 Indemnifying Party
 Insurance Cancellation Date
 Interim Period
 Notice Notices
 Operator Indemnified Party
 Operators
 Overhead Costs Exhibit B
 Owner
 Owner Indemnified Party
 Partnership
 Price Protection Payment
 Purchase Agreement
 Purchased Operations
 reasonable efforts
 3




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Restricted Business
 Restricted Territory
 Service Fee Exhibit B
 Service Providers
 Services
 Stockholder
 Third Party
 WARN Act
 Interpretation
     4




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ARTICLE II
RESPONSIBILITIES OF THE OPERATORS
 Services to be Provided by the Operators
 Exhibit A
     5




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Exhibit B
  Exhibit A
    6




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Personnel
   7




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8




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Employee benefit plans
 Schedule 2.3
      9




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Property
 Citizenship.
 Effective Date
 ARTICLE III
COMPENSATION
 Payment of Fees and Costs
 Billing and Payment
 10




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Exhibit B
 Billing Disputes
 ARTICLE IV
COVENANT AGAINST COMPETITION
     11




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provided, however,
    12




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ARTICLE V
AUDITS
  ARTICLE VI
RELATIONSHIP OF THE PARTIES
 General Principles Regarding Relationship of the Parties
  13




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ARTICLE VII
INDEMNIFICATION
 Indemnity by the Cenac Companies
 Indemnity by the Owner
 General Provisions
 14




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In no event shall the Owner or any Operator be liable under this Article VII or
otherwise in respect of this Agreement for exemplary, special, punitive, indirect, remote,
speculative or consequential damages except to the extent an Owner Indemnified Party (in the case
of liabilities of an Operator hereunder) or an Operator Indemnified Party (in the case of
liabilities of the Owner hereunder) suffer such damages to a Third Party. The indemnification
provisions in this Article VII shall be enforceable regardless of whether any Person (including the
Person from whom indemnification is sought) alleges or proves the sole, concurrent, contributory or
comparative negligence of the Person seeking indemnification or the sole or concurrent strict
liability imposed upon the Person seeking indemnification .
   ARTICLE VIII
INSURANCE
 Interim Insurance
 15




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The Owners Insurance Requirements.
         16




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The Cenac Companies Insurance Requirements.
     17




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Contractors.
 Liability.
 Costs and Reimbursement; Handling of Claims
 ARTICLE IX
TERM AND TERMINATION
 Term
 Termination or Reduction of Services by the Owner
   Termination by the Operators
 18




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Effect of Termination
 ARTICLE X
MISCELLANEOUS
 Dispute Resolution.
  19




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Entire Agreement
 Waivers and Consents
 Notices
  
 with a copy to:
 20




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with a copy to:
 
 Assignments, Successors and No Third-Party Rights
 Limitation of Liability.
 Choice of Law
 Jurisdiction and Venue Each party hereto hereby waives its right to trial by jury in connection with any suit, action
or proceeding relating to this Agreement.
 21




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Construction; Section Headings; Table of Contents
 Severability
 Counterparts
 Time of Essence
 Specific Performance
 Force Majeure
   * * * Remainder of page intentionally left blank * * *
 22




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TEPPCO MARINE SERVICES, LLCBy:William G. ManiasVice President and Chief Financial OfficerCENAC TOWING CO., INC.By:Arlen B. Cenac, Jr.PresidentCENAC OFFSHORE, L.L.C.By:Arlen B. Cenac, Jr.Managing MemberArlen B. Cenac, Jr. Signature page to TEPPCO-Cenac Transitional Operating Agreement
 23




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Exhibit A
 
 Services
 Operating Services
          A-1




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A-2




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Environmental and other Compliance
         Administrative Services
  A-3




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Third Party Claims
  Marketing Services
   Financial Reporting and General Accounting
    A-4




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th
 (i)
    
    balance sheet;(ii)
    
    income statement;(iii)
    
    trial balances in
electronic format to be agreed upon with the Owner;(iv)
    
    accounts receivable aging
report;(v)
    
    accounts payable detail;(vi)
    
    capital expenditure detail
in format to be agreed upon with the Owner; and(vii)
    
    revenue by customer.
 th
 Accounts Receivable and Billing
   IT Services
  A-5




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Audits
  Transition Services
  A-6




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Exhibit B
 
 Accounting Procedures
  General Provisions
     Determination of Costs, Expenses and Expenditures
 B-1




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Exhibit B
 Service Fee
 Direct Costs
   B-2




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Overhead Costs Exhibit B
 B-3




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B-4




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Exhibit C
 
  Acadia
    
    Iberia
    
    St. CharlesAllen
    
    Iberville
    
    St. HelenaAscension
    
    Jackson
    
    St. JamesAssumption
    
    Jefferson
    
    St. John the BaptistAvoyelles
    
    Jefferson Davis
    
    St. LandryBeauregard
    
    La Salle
    
    St. MartinBienville
    
    Lafayette
    
    St. MaryBossier
    
    Lafourche
    
    St. TammanyCaddo
    
    Lincoln
    
    TangipahoaCalcasieu
    
    Livingston
    
    TensasCaldwell
    
    Madison
    
    TerrebonneCameron
    
    Morehouse
    
    UnionCatahoula
    
    Natchitoches
    
    VermilionClaiborne
    
    Orleans
    
    VernonConcordia
    
    Ouachita
    
    WashingtonDe Soto
    
    Plaquemines
    
    WebsterEast Baton Rouge
    
    Pointe Coupee
    
    West Baton RougeEast Carroll
    
    Rapides
    
    West CarrollEast Feliciana
    
    Red River
    
    West FelicianaEvangeline
    
    Richland
    
    WinnFranklin
    
    SabineGrant
    
    St. Bernard
 C-1




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EXHIBIT D
 Form of Legal Opinion to the Seller Parties




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EXHIBIT E
 States and Parishes in the Restricted Territory
  Acadia
    
    Iberia
    
    St. CharlesAllen
    
    Iberville
    
    St. HelenaAscension
    
    Jackson
    
    St. JamesAssumption
    
    Jefferson
    
    St. John the BaptistAvoyelles
    
    Jefferson Davis
    
    St. LandryBeauregard
    
    La Salle
    
    St. MartinBienville
    
    Lafayette
    
    St. MaryBossier
    
    Lafourche
    
    St. TammanyCaddo
    
    Lincoln
    
    TangipahoaCalcasieu
    
    Livingston
    
    TensasCaldwell
    
    Madison
    
    TerrebonneCameron
    
    Morehouse
    
    UnionCatahoula
    
    Natchitoches
    
    VermilionClaiborne
    
    Orleans
    
    VernonConcordia
    
    Ouachita
    
    WashingtonDe Soto
    
    Plaquemines
    
    WebsterEast Baton Rouge
    
    Pointe Coupee
    
    West Baton RougeEast Carroll
    
    Rapides
    
    West CarrollEast Feliciana
    
    Red River
    
    West FelicianaEvangeline
    
    Richland
    
    WinnFranklin
    
    SabineGrant
    
    St. Bernard




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EXHIBIT F
 Example Built-In Gain Indemnity Calculation
            The foregoing example is solely for illustrative purposes and is not intended to take into
account all factors that may be relevant to the calculation of the indemnity in a particular
situation. As of the date of the Agreement, no determination has been made of the allocation of
liabilities assumed, or other consideration paid, between Taxable Sales and Contributions under
Section 5.11 of the Agreement or of the amount of any gain that might be realized by Cenac Towing
under any circumstances. In the event of any inconsistency between this Exhibit and the Agreement
or any provision thereof, the Agreement shall control.