exhibit10_1.htm


    Exhibit
10.1


     

    
 

    SECOND AMENDMENT TO
TRANSITIONAL OPERATING AGREEMENT

     

    This Second Amendment to Transitional
Operating Agreement (the “Amendment”) is made and entered into effective as of
June 5, 2009, by and between 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 Owner and the Operators
entered into that certain Amended to Transitional Operating Agreement dated
effective March 5, 2009, amending the Transitional Operating Agreement to make
CTCO a party thereto as one of the Operators and as one of the Cenac Companies
(the Transitional Operating Agreement, as amended, being hereinafter referred to
as the “Agreement”); and

    


    WHEREAS, the Owner and the Operators
desire to amend the Agreement to add certain marine vessels and related property
for which Operators shall provide services to Owner.

    


    NOW
THEREFORE, in
consideration of the premises and the mutual benefits to be derived by each
party hereto, the parties hereto agree to amend the Agreement as
follows:

    


    1. The term
“Purchased Operations” is hereby deleted and the following substituted in lieu
thereof:

     

    “Purchased Operations”
means the Purchased Assets, the Assumed Liabilities any other marine vessels and
related property assets or rights acquired after the date hereof by the Owner
from the Operators or their Affiliates, any property assets or rights acquired
by the Operators hereunder the Owner funds or for which they were reimbursed by
the Owner, and the TransMontaigne Assets.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    


    
      	
              2.  

            	
              Section
      1.1 of the Agreement is hereby amended by adding the following definition
      thereto:

            


    

    


    “TransMontaigne
Assets” means the marine vessels and related property assets or rights
acquired by Owner from TransMontaigne Product Services Inc. on or about June 5,
2009.”

    


    
      	
              3.  

            	
              Section
      2.1 of the Agreement is hereby amended by adding the following Subsection
      thereto:

            


    

    


    
      	
               
      

            	
              “(g)
      Notwithstanding anything to the contrary that may be expressed or implied
      herein, during the term of this Agreement and subject to and in accordance
      with the terms hereof and the standards set forth, solely with respect to
      the TransMontaigne Assets the Services to be provided by the Operators
      shall be expressly limited to supervising the day-to-day operations of the
      TransMontaigne Assets.”  In particular, Owner at its expense
      shall employ, retain and compensate, including salaries, wages, social
      security taxes, worker compensation insurance, retirement and insurance,
      benefits, all employees necessary to operate the TransMontaigne
      Assets.

            


    

    


    
      	
              4.  

            	
              Section
      3.1 of the Agreement is hereby amended by adding the following sentence
      thereto:

            


    

    


    “Additionally,
the Owner shall have no responsibility for, and shall not reimburse or pay, any
Direct Costs or Overhead Costs related to the Services provided for the
TransMontaigne Assets, except for Direct Costs described in Exhibit B,
Paragraphs 4(c), (d), (e) and (f).”

    


    
      	
              5.  

            	
              All
      terms, conditions and provisions of the Agreement are continued in full
      force and effect and shall remain unaffected and unchanged except as
      specifically amended hereby.  The Agreement, as amended hereby,
      is hereby ratified and reaffirmed by the parties hereto who specifically
      acknowledge the validity and enforceability
  thereof.

            


    

    


    
      	
              6.  

            	
              This
      Amendment 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.

            


    

    


    
      	
              7.  

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

            


    


    
      
         


      

      
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    IN WITNESS
WHEREOF, the
Agreement has been duly executed to be effective on the date first above
written.

                                                              

    
       

      
        	 	 	            
      TEPPCO MARINE
      SERVICES, LLC
	 	 	 
	 	 	 BY:    /s/  Patricia
      A. Totten
	 	 	            
      Name:  PATRICIA A. TOTTEN
	 	 	            
      Title:  Vice
President


      

       

    

                                                        


      
         

        
          	 	 	            
      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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