exhibit10_5.htm


    
Exhibit
10.5

       

       

       

       

      TERMINATION OF TRANSITIONAL
OPERATING AGREEMENT

      


      This Termination of Transitional
Operating Agreement (this “Termination”) is made and entered into effective as
of 11:59 PM Houston, Texas time July 31, 2009 (“Effective Date”), by and among
CENAC TOWING CO., L.L.C.
(successor by way of merger to Cenac Towing Co., Inc.), (hereinafter
referred to as “Cenac Towing”); CENAC OFFSHORE, L.L.C., a
Louisiana limited liability company (“Cenac Offshore”); CTCO BENEFITS SERVICES, L.L.C.,
a Louisiana limited liability company (“CTCO”) (collectively, the “Cenac
Companies”); MR. ARLEN B.
CENAC, JR., a resident of Houma, Louisiana and the owner of all of the
Membership and equity interests in the Cenac Companies, (the “Stockholder”); and
together with the Cenac Companies, (the “Operators”); and TEPPCO MARINE SERVICES, LLC, a
Delaware limited liability company (the “Owner”).

      


      WHEREAS,
the Owner and the Operators, other than CTCO, entered into that certain
Transitional Operating Agreement (the “Transitional Operating Agreement”) on
February 1, 2008 under which the Operators agreed to provide certain services
relating to  marine vessels and related property all  as
more particularly described in that Transitional Operating
Agreement;

      


      WHEREAS,
the Transitional Operating Agreement has been amended by that certain
Amendment to Transitional Operating Agreement dated effective March 5, 2009, and
that certain Second Amendment to Transitional Operating Agreement dated
effective June 5, 2009 (the Transitional Operating Agreement, as amended, being
hereinafter referred to as the “Agreement”); and

      


      WHEREAS,  the
Owner and the Operators desire to terminate the Agreement.

      


      NOW
THEREFORE, in consideration of the premises and the mutual benefits to be
derived by each party hereto, (1) the parties hereby terminate the Agreement as
of the Effective Date and agree that the effect of such termination is covered
by the terms and provisions of Section 9.4 of the Agreement, and(2) except as
set forth in Section 9.4 of the Agreement, each of the parties and their
respective affiliates and the related companies, heirs, spouses, executors,
administrators, beneficiaries, principals, directors, employees, fiduciaries,
attorneys, successors, predecessors, representatives, partners, agents and
assigns of each of the parties and their respective affiliates, hereby RELEASE,
ACQUIT AND FOREVER DISCHARGE each other, as well as each
other’s  respective affiliates and the related companies, heirs,
spouses, executors, administrators, beneficiaries, principals, employees,
fiduciaries, attorneys, successors, predecessors, representatives, partners,
agents and assigns of each of the parties and their respective affiliates from
any and all manner of actions, damages, losses, costs, actions, causes of
action, claims, liens, demands, charges, fees, debts, obligation, attorney fees,
interest and any and all liabilities of any natures and description, both known
and unknown, suspected or unsuspected, foreseen or unforeseen, real
or

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      imaginary,
actual or potential, whether arising in law or in equity, arising from or
related to the Agreement.

       

      This
Termination may be executed in any number of counterparts with the same effect
as if all parties had signed the same document.  All counterparts
shall be construed together and shall constitute one and the same
instrument.

       

      This
Termination constitutes the entire agreement of the parties relating to the
matters contained herein, superseding all prior contracts or agreements among
the parties, whether oral or written, relating to the matters contained
herein.

       

      IN WITNESS
WHEREOF, this Termination has been duly executed as of the Effective
Date.

       

      
      

       

      
        	 	                 
      TEPPCO
      MARINE SERVICES, LLC
	 	 
	 	 BY:    
             /s/  MURRAY
      H. HUTCHISON
	 	                 
      Name: Murray H. Hutchison
	 	                
       Title:  Interim Executive
Chairman


      

       

      
         

        
          	 	                  
      CENAC TOWING CO., L.L.C.
	 	 
	 	 BY:    
             /s/  ARLEN
      B. CENAC, JR. 
	 	                 
      ARLEN B. CENAC, JR.
	 	                 
      Managing Member


        

         

      

       

      
        	 	                 
      CENAC OFFSHORE, L.L.C.
	 	 
	 	 BY:      
           /s/  ARLEN
      B. CENAC, JR.
	 	                 
      ARLEN B. CENAC, JR.
	 	                 
      Managing Member


      

       

       

      
        
          	 	                  CTCO
      BENEFITS SERVICES, L.L.C.
	 	 
	 	 BY:       
          /s/  ARLEN
      B. CENAC, JR. 
	 	                 
      ARLEN B. CENAC, JR.
	 	                 
      Managing Member


        

         

      

      
      

       

      
        	 	   /s/  ARLEN
      B. CENAC, JR. 
	 	   ARLEN
      B. CENAC, JR.


      


      
        
           


        

        
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