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Exhibit 10
 Execution Version
 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:
    
    /s/ William G. Manias

William 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 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