ASSET PURCHASE AGREEMENT

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

Dated February 1, 2008

TABLE OF CONTENTS

						Page
ARTICLE I PURCHASE, SALE AND DELIVERY							1
	Section 1.1			Purchased Assets			1
	Section 1.2			Excluded Assets			3
	Section 1.3			Purchase Price			4
	Section 1.4			Closing			5
	Section 1.5			Purchase Price Adjustments			5
	Section 1.6			Closing Limited Partner Units			6
	Section 1.7			Purchase Price Allocation			7
ARTICLE II LIABILITIES AND OBLIGATIONS							7
	Section 2.1			Obligations Assumed			7
	Section 2.2			Liabilities and Obligations Not Assumed			8
ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES							9
	Section 3.1			Status and Good Standing; Ownership; Citizenship			9
	Section 3.2			Authorization			9
	Section 3.3			Non-Contravention			10
	Section 3.4			Validity			11
	Section 3.5			Broker Involvement			11
	Section 3.6			Litigation			11
	Section 3.7			Title			11
	Section 3.8			Continuity Prior to the Closing Date			11
	Section 3.9			Contracts and Commitments			13
	Section 3.10			Intellectual Property Rights			13
	Section 3.11			Sufficiency of Assets; Customer Products			14
	Section 3.12			Financial Statements			15
	Section 3.13			Condition of Assets; Eligibility for Coastwise Trade			15
	Section 3.14			Absence of Undisclosed Liabilities			16
	Section 3.15			Employee Benefits			16
	Section 3.16			Compliance With Law			16
	Section 3.17			Environmental			17
	Section 3.18			Insurance			18
	Section 3.19			Government Licenses, Permits and Related Approvals			18
	Section 3.20			Responsible Carriers Plan			19
	Section 3.21			Taxes			19
	Section 3.22			Books and Records			20
	Section 3.23			Safety Reports			20
	Section 3.24			Transactions with Certain Persons			20
	Section 3.25			Investment Representations			20
	Section 3.26			Disclosure			22
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER							22
	Section 4.1			Status and Good Standing			22
	Section 4.2			Authorization			22

						Page
	Section 4.3			Non-Contravention			23
	Section 4.4			Validity			23
	Section 4.5			Broker Involvement			23
	Section 4.6			Valid Issuance			23
	Section 4.7			Exchange Act Reports			23
	Section 4.8			Partnership Material Adverse Change			24
	Section 4.9			Securityholder Agreements			24
ARTICLE V COVENANTS							24
	Section 5.1			Other Offers			24
	Section 5.2			Conduct of Operations Pending Closing			24
	Section 5.3			Notification			25
	Section 5.4			Employees			26
	Section 5.5			Buyer’s Access			26
	Section 5.6			Covenant Against Competition			26
	Section 5.7			Further Assistance			28
	Section 5.8			Governmental Filings			28
	Section 5.9			Consents			28
	Section 5.10			Public Announcements			29
	Section 5.11			Income Tax Matters			29
	Section 5.12			Taxes Upon Conveyance and Transfer			30
	Section 5.13			Other Taxes and Charges			30
	Section 5.14			Condition to Transfer of Contracts			30
	Section 5.15			Cooperation with Financings and Financial Reporting; Additional Financial Statements			31
	Section 5.16			Restrictions on Transfer; Legends			31
	Section 5.17			Compliance with Rule 144			33
	Section 5.18			Damage to Vessels			33
	Section 5.19			Sellers’ Access			34
	Section 5.20			Completion of Madeline Cenac			34
ARTICLE VI USE OF THE CENAC NAME AFTER CLOSING							34
	Section 6.1			Use of the Cenac Name			34
	Section 6.2			Grant of Trademark Consent			34
ARTICLE VII INDEMNIFICATION							34
	Section 7.1			Seller Parties’ Indemnity Obligations			35
	Section 7.2			Buyer’s Indemnity Obligations			35
	Section 7.3			S Corporation Built-In Gain Indemnity			36
	Section 7.4			Survival			36
	Section 7.5			Indemnification Procedures			36
	Section 7.6			General			38
ARTICLE VIII CONDITIONS TO CLOSING							38
	Section 8.1			Conditions to Obligations of Buyer			38
	Section 8.2			Conditions to Obligations of Seller Parties			41
ARTICLE IX TERMINATION							42
	Section 9.1			Grounds for Termination			42

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

EXHIBITS
Exhibit A		Form of Legal Opinion to Buyer
Exhibit B		Form of U.S. Coast Guard Bills of Sale
Exhibit C		Form of Transitional Operating Agreement
Exhibit D		Form of Legal Opinion to the Seller Parties
Exhibit E		States and Parishes in Restricted Territory
Exhibit F		Example Built-In Gain Indemnity Calculation
SCHEDULES
Schedule 1.1(a)(i)		List of Vessels
Schedule 1.1(a)(ii)		Onshore Vessel Equipment
Schedule 1.1(a)(iii)		Vehicles and Other Equipment
Schedule 1.1(d)(i)		Contracts
Schedule 1.1(d)(ii)		Assumed Equipment Leases
Schedule 1.1(f)		IT Contracts
Schedule 1.1(g)		Permits
Schedule 1.5(a)(v)		Fuel and Lube Oil Capacity
Schedule 1.7		Purchase Price Allocation
Schedule 2.1(a)		Indebtedness
Schedule 3.2(a)		Resolutions—Cenac Towing
Schedule 3.2(b)		Resolutions—Cenac Offshore
Schedule 3.3		Non-Contravention
Schedule 3.6		Litigation
Schedule 3.9		Other Agreements
Schedule 3.10(a)		Intellectual Property Rights
Schedule 3.10(b)		Intellectual Property Rights
Schedule 3.10(c)		Intellectual Property Rights
Schedule 3.12(c)		Secured Liabilities
Schedule 3.13(c)		Trading Restrictions
Schedule 3.13(d)		Vessel Authorizations
Schedule 3.13(e)		Vessels Specifications
Schedule 3.13(f)		Charters in Other Vessels
Schedule 3.17		Environmental
Schedule 3.19		Government Licenses
Schedule 3.20		Responsible Carriers Plan
Schedule 3.21(e)		Taxes
Schedule 3.23		Safety Reports
Schedule 3.25		Accredited Investor
Schedule 10.19		Persons with Knowledge

ASSET PURCHASE AGREEMENT

          This Asset Purchase Agreement (“Agreement”), dated February 1, 2008, is among TEPPCO Marine Services, LLC, a Delaware limited liability company (“Buyer”), TEPPCO Partners, L.P., a Delaware limited partnership (the “Partnership”), Cenac Towing Co., Inc., a Louisiana corporation (“Cenac Towing”), Cenac Offshore, L.L.C., a Louisiana limited liability company (“Cenac Offshore” and, together with Cenac Towing, the “Sellers”), and Mr. Arlen B. Cenac, Jr., a resident of Houma, Louisiana and the sole owner of all the stock and equity interests of the Sellers (the “Stockholder” and, together with Sellers, the “Seller Parties”).

          WHEREAS, the Sellers (i) own and operate marine vessels engaged in the inland and offshore marine transportation of (A) hydrocarbons and hydrocarbon-based products and (B) waste water, sediment and drilling or disposal fluids resulting from the exploration or production of hydrocarbons and (ii) engage in activities related to the foregoing (collectively, the “Operations”); and

          WHEREAS, Buyer wishes to purchase from each Seller, and each Seller wishes to sell, transfer, convey, assign and deliver to Buyer, substantially all of the business operations and assets of each Seller relating to the Operations, except as otherwise set forth herein;

          NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements stated herein, the parties agree as follows:

ARTICLE I
PURCHASE, SALE AND DELIVERY

          Section 1.1 Purchased Assets . Upon the terms and subject to the conditions of this Agreement, and on the basis of the representations and warranties hereinafter set forth, at the Closing, Sellers shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall acquire and purchase from Sellers, the following, in each case free and clear of any Liens, except for Permitted Liens (the “Company Purchased Assets”):

          (a) the boats, barges and other vessels listed on Schedule 1.1(a)(i) , together with (i) all of their appurtenant Vessel Equipment and (ii) the Vessel Equipment not onboard such boats, barges and other vessels listed on Schedule 1.1(a)(ii) (collectively, the “Vessels”); and the vehicles and other equipment listed on Schedule 1.1(a)(iii);

          (b) all stores, fuel oil and lube oil on board any of the Vessels;

          (c) all financial, accounting and operating data and records, including all books, schedules, work papers, records, notes, correspondence, files, vendor lists, customer lists, customer account information, sales and service records, credit data, sales and promotional brochures, advertising materials, cost and pricing information, equipment maintenance data, research and development reports and records, production reports and records, service and warranty records, vessel drawings and diagrams, vessel logs, equipment logs, preventive maintenance manuals, operating guides and manuals, class certifications, loadline certificates, radio licenses, manning certificates, vessel registry documentation, documentation of foreign registry, vessel response plans and vessel security plans, purchasing records and information,

business plans, reference catalogues, stationery, purchase orders, sales forms and other data used in or relating to the Operations;

          (d) subject to the provisions of Section 5.14, (i) all written executory contracts and agreements relating to the provision of services or products to non-Affiliates in connection with the Operations, including customer contracts (and customer prepayments thereon), purchase orders, purchase and sale agreements, supply agreements, distribution or distributor agreements, vessel charters, towing agreements and contracts of affreightment, a listing of which is attached as Schedule 1.1(d)(i) (collectively, the “Contracts”) and (ii) all equipment leases, including vessel charters, with non-Affiliates set forth on Schedule 1.1(d)(ii) (the “Assumed Equipment Leases”);

          (e) all intellectual property used in or relating to the Operations, however denominated, throughout the world, whether or not registered, including all patent applications, patents, trademarks, service marks, corporate names, business names, brand names, trade names, all other names and slogans embodying business or product goodwill (but explicitly excluding the names “Cenac Towing,” “Cenac Offshore” and any variants of the “Cenac” name), trade styles or dress, mask works, copyrights, works of authorship, moral rights of authorship, rights in designs, trade secrets, technology, inventions, invention disclosures, discoveries, improvements, know-how, program materials, processes, methods, confidential and proprietary information, technical information, and all rights in internet web sites, internet domain names, telephone, telecopy and e-mail addresses and listings of any Seller, and all other intellectual and industrial property rights, whether or not subject to statutory registration or protection and, with respect to each of the foregoing, all registrations and applications for registration, renewals, extensions, continuations, reissues, divisionals, improvements, modifications, derivative works, goodwill, and common law rights, and causes of action relating to any of the foregoing (collectively, the “Intellectual Property Rights”) and all tangible embodiments of the Intellectual Property Rights, including engineering, production and other designs, plans, blue prints, drawings, specifications, formulas, technology, computer and electronic data processing programs, and computer software owned or licensed by any Seller;

          (f) subject to the provisions of Section 5.14, all license, maintenance, development and support agreements to which any Seller is a party related to such Seller’s computer hardware and software (owned, leased or licensed) used in connection with the Operations, a listing of which (excluding shrink wrap or other similar licenses with respect to off-the-shelf software) is attached as Schedule 1.1(f) (the “IT Contracts”);

          (g) all licenses, permits, consents, franchises, certificates, approvals, authorizations, registrations, qualifications and orders of or with Governmental Bodies relating to the Operations, to the extent that any of the foregoing may be transferred (upon any filing, application or other action by any Seller or other Person), a listing of which is attached as Schedule 1.1(g) ;

          (h) all goodwill and going-concern value of each Seller related to the Operations;

          (i) all transferable rights of each Seller under express or implied warranties, if any, from the suppliers of such Seller, manufacturers or others relating to the Operations;

          (j) all insurance proceeds and claims to receive insurance proceeds relating to the Operations and, to the extent transferable, the benefit of and the right to enforce the covenants and warranties, if any, that any Seller is entitled to enforce against any insurer under those policies with respect to the Operations;

          (k) all claims of any Seller against third parties relating to the Operations, whether choate or inchoate, known or unknown, contingent or noncontingent; and

          (l) all deposits, claims for refund, rights to offset and other similar assets or rights of Sellers relating to the Operations.

In addition, upon the terms and subject to the conditions of this Agreement, and on the basis of the representations and warranties hereinafter set forth, at the Closing, Stockholder shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall acquire and purchase from Stockholder, free and clear of any Liens, all personal goodwill of Stockholder related to the Operations of Cenac Towing (the “Stockholder Purchased Assets” and, collectively with the Company Purchased Assets, the “Purchased Assets”). Notwithstanding the foregoing, the transfer of the Purchased Assets pursuant to this Agreement shall not include the assumption of any liability of any type whatsoever related to the Purchased Assets, unless Buyer expressly assumes such liability pursuant to Section 2.1.

          Section 1.2 Excluded Assets . Notwithstanding Section 1.1, the Purchased Assets shall not include, and Buyer shall not acquire or purchase, any of the following (collectively, the “Excluded Assets”):

          (a) all of Sellers’ interests in shipyards, buildings, real property leases and other real property, together with any fixtures and leasehold improvements to any such property;

          (b) all office furniture, supplies, computer systems, telephone systems, copy machines, fax machines, machinery, tools, supplies, materials handling and other equipment and fixed assets located at the offices of each Seller in Houma, Louisiana or other real property owned or leased by Sellers, excluding any such equipment or other asset that constitute part of a Vessel;

          (c) all cash, cash equivalents, short-term investments and inventory of Sellers;

          (d) all accounts receivable of Sellers with respect to Excluded Assets and all accounts receivable of Sellers from sales or services rendered by Sellers prior to the Closing with respect to the Purchased Assets;

          (e) all minute books, stock records, corporate seals and Tax Returns of any Seller;

          (f) all agreements, contracts, receivables or other arrangements between or among any Seller and any Affiliate thereof;

          (g) all rights in connection with and assets of the Sellers’ Plans;

          (h) the names “Cenac Towing,” “Cenac Offshore” and any variants of the “Cenac” name;

          (i) subject to Section 1.1(i), all rights of each Seller under express or implied warranties, if any, from the suppliers of such Seller, manufacturers or others relating to the Excluded Assets;

          (j) subject to Section 1.1(j), all insurance proceeds and claims to receive insurance proceeds relating to the Excluded Assets and the benefit of and the right to enforce the covenants and warranties, if any, that any Seller is entitled to enforce against any insurer under those policies with respect to the Excluded Assets;

          (k) subject to Section 1.1(k), all claims of any Seller against third parties relating to the Excluded Assets, whether choate or inchoate, known or unknown, contingent or noncontingent;

          (l) subject to Section 1.1(l), all deposits, claims for refund, rights to offset and other similar assets or rights of Sellers relating to the Excluded Assets;

          (m) all rights of Seller Parties under the Transaction Documents; and

          (n) any other assets not specifically identified as Purchased Assets.

          Section 1.3 Purchase Price . The aggregate purchase price payable to the Seller Parties for the Purchased Assets, adjusted as provided for in Section 1.5 and Section 1.6(c) (the “Purchase Price”), shall consist of:

          (a) $92,260,192.63 in cash to be paid at the Closing by wire transfer to the account or accounts designated in writing by Cenac Offshore;

          (b) (i) $150,085,528.59 in cash to be paid at the Closing by wire transfer to the account or accounts designated in writing by Cenac Towing, and (ii) the issuance and delivery of Limited Partner Units at the Closing to Cenac Towing having an aggregate Market Value of $165,955,939.14, with the value of any fractional Limited Partner Unit in respect thereof to be paid in cash (such Limited Partner Units, the “Towing Limited Partner Units”);

          (c) (i) $14,246,779.37 in cash to be paid at the Closing by wire transfer to the account or accounts designated in writing by Stockholder, and (ii) the issuance and delivery of Limited Partner Units at the Closing to Stockholder having an aggregate Market Value of $15,753,220.63, with the value of any fractional Limited Partner Unit in respect thereof to be paid in cash (such Limited Partner Units, together with the Towing Limited Partner Units, the “Closing Limited Partner Units”); and

          (d) the assumption of the Assumed Liabilities as provided in Section 2.1.

          Section 1.4 Closing . Subject to Section 9.1, the closing of the transactions contemplated hereby (the “Closing”) shall take place at the offices of Baker Botts L.L.P., One Shell Plaza, 910 Louisiana St., Houston, Texas 77002 at 9:00 a.m., Houston time, on the later of (a) February 1, 2008 and (b) the first day of a calendar month that is at least three business days following the first day on which all of the conditions set forth in Article VIII have been satisfied or waived (other than conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), or at such other time and place as the parties may agree. The date on which the Closing is held is referred to in this Agreement as the “Closing Date.”

          Section 1.5 Purchase Price Adjustments.

          (a) The Purchase Price shall be adjusted:

     (i) downward by the amount of any loss or damage provided for in Section 5.18;

     (ii) downward by the amount of property Taxes and other Taxes and charges allocated to Sellers in Section 5.13;

     (iii) upward by the amount of documented, ordinary course costs or expenses incurred and paid by Sellers to non-Affiliated parties prior to the Effective Time (and without violation of this Agreement) in respect of ownership or operation of the Purchased Assets after the Effective Time;

     (iv) downward by the amount of documented payments, proceeds or other income received by Sellers prior to the Effective Time in respect of ownership or operation of the Purchased Assets after the Effective Time; and

     (v) upward by the cost of 50% of the aggregate fuel and lube oil capacity of the Vessels on the Closing Date, based on the capacities set forth on Schedule 1.5(a)(v) and a price to be determined by the Seller Parties and Buyer prior to the Closing Date.

          (b) For a period of 180 days following the Closing, Buyer agrees to pay to Sellers any amounts received by Buyer after the Effective Time based upon sales or services rendered by Sellers prior to the Effective Time, and Sellers agree to pay to Buyer any amounts received by them after the Effective Time based upon sales or services rendered by Buyer after the Effective Time.

          (c) Not later than 3 days prior to Closing, Buyer may deliver to Sellers a schedule prepared in good faith by Buyer setting forth the amounts of the purchase price adjustments provided for in paragraph (a) above (the “Preliminary Adjustment Schedule”), and the Purchase Price paid by Buyer at Closing shall be adjusted as provided therein.

          (d) Not later than 100 days after Closing, Buyer shall deliver to Sellers a schedule prepared in good faith by Buyer setting forth the final purchase price adjustment amounts provided for in paragraphs (a) and (b) above (the “Final Adjustment Schedule”). If

Sellers object to the Final Adjustment Schedule and the parties fail to resolve such objection within 30 days of Buyer’s receipt of Sellers’ objection notice, the issues remaining in dispute shall be submitted to a nationally recognized accounting firm selected by the Sellers from a list of three such firms provided by Buyer (the “Accounting Firm”), along with all work papers, schedules and calculations related to the matter in dispute. Within 30 days after such submission, the Accounting Firm shall issue a letter report determining the amount in dispute, which shall be conclusive for purposes of this Section 1.5. Buyer shall pay to Sellers, or Sellers shall pay to Buyer, as the case may be, the adjustment amount shown on the conclusive Final Adjustment Schedule, in either case not later than 3 days after such schedule becomes conclusive. Each party shall bear its own expenses in connection with resolving any such dispute, and Sellers and Buyer will each bear half of the fees and costs of the Accounting Firm.

          (e) The parties agree and acknowledge that the provisions of this Section 1.5 shall not affect in any way the transfer, exclusion, assumption or allocation of any assets, rights, liabilities or obligations otherwise provided for in this Agreement or indemnification related thereto.

          Section 1.6 Closing Limited Partner Units .

          (a) As more fully described in Sections 3.25 and 5.16, neither the Partnership nor Buyer shall be obligated to take any steps to register or otherwise qualify the Closing Limited Partner Units under any federal or state securities laws and consequently there are transfer restrictions on such Closing Limited Partner Units.

          (b) In the event that the Limited Partner Units are changed or converted into another security in connection with any merger, reclassification or similar transaction, which other security is publicly traded, at any time prior to the Closing, then Buyer shall substitute said security for Limited Partner Units. In any event, in the event of any transaction in which the Limited Partner Units are converted into the right to receive cash, securities or other property, Buyer may, at its option, tender cash in lieu of the Closing Limited Partner Units required hereunder. The aggregate amount of cash so payable in lieu of the Closing Limited Partner Units shall be $181,709,159.77.

          (c) During the 30-day period immediately following the First Permitted Transfer Date (the “Window Period”), prior to selling or otherwise disposing of any Closing Limited Partner Units, the Seller Parties (or Permitted Transferees) shall provide the Partnership advance written notice of any such proposed disposition setting forth the number of Closing Limited Partner Units proposed to be disposed of (the “Subject Units”). The Partnership shall have the right (but not the obligation), exercisable for five days after receipt of the notice (“Option Period”), to acquire the Subject Units from the Seller Parties (or Permitted Transferees) at the greater of (i) the Market Value thereof and (ii) the average closing price of the Limited Partner Units on the New York Stock Exchange for the five-day trading period ending on the date the Partnership received the notice (the “Average Trading Price”). If the Partnership does not exercise such right and the Seller Parties (or Permitted Transferees) sell the Subject Units during the Window Period (the “Sold Units”) in a Brokers’ Transaction at an aggregate execution price (without giving effect to brokerage commissions or other fees) (the “Sale Price”) that is less than the Market Value of the Sold Units, then the Partnership shall pay to the Seller

Parties (or Permitted Transferees), within ten (10) days following the expiration of the Window Period, an amount in cash equal to the Market Value of the Sold Units minus the Sale Price of the Sold Units. If the Seller Parties (or Permitted Transferees) provide proper notice of a proposed sale of Closing Limited Partner Units to occur during the Window Period and such proposed sale is not capable of being effected in accordance with the provisions of Rule 144 as a result of the Partnership’s failure to file timely Exchange Act reports, the Partnership shall be obligated to purchase the Subject Units for the greater of the Market Value thereof and the Average Trading Price.

          (d) From the date hereof until the tenth anniversary of the Closing, other than during the Window Period, which shall be governed by paragraph (c) above, prior to selling or otherwise disposing of any Closing Limited Partner Units, the Seller Parties (or Permitted Transferees) shall provide the Partnership advance written notice of any such proposed disposition setting forth the Subject Units and the price offered therefor (the “Offer Price”). The Partnership shall have the right (but not the obligation), exercisable until the close of business on the trading day immediately following receipt of such notice to acquire the Subject Units from the Seller Parties (or Permitted Transferees) at the lower of the Offer Price and the closing price of the Limited Partner Units on the New York Stock Exchange on such trading day.

          (e) The Seller Parties (or Permitted Transferees) shall be required to provide the Partnership with a new notice and repeat the procedures required by paragraphs (c) or (d) above, as the case may be, with respect to any Subject Units (for which the Partnership did not exercise its right to purchase) not sold within 60 days after delivery of the notice relating thereto. Settlement of any purchases by the Partnership of Closing Limited Partner Units pursuant to paragraph (c) or (d) above shall occur on a T+5 basis or other basis mutually agreed by the Partnership and the Seller Party (or Permitted Transferee) selling such units.

          Section 1.7 Purchase Price Allocation . The Purchase Price, and the cash, Closing Limited Partner Units and assumption of Assumed Liabilities that comprise the Purchase Price, shall be allocated among Cenac Towing, Cenac Offshore and the Stockholder as set forth in Schedule 1.7 .

ARTICLE II
LIABILITIES AND OBLIGATIONS

          Section 2.1 Obligations Assumed . As part of the consideration for the Purchased Assets, and subject to Section 2.2, Buyer shall assume only the following (collectively, the “Assumed Liabilities”):

          (a) the indebtedness of the Sellers set forth on Schedule 2.1(a) ;

          (b) each Seller’s obligations that accrue after the Closing under Contracts and Assumed Equipment Leases listed on Schedules 1.1(d)(i) and 1.1(d)(ii) and the IT Contracts listed on Schedule 1.1(f) , in each case if and only if they are assigned or transferred to Buyer; and

          (c) all prorated amounts described in Section 5.13 from and after the Closing.

          Section 2.2 Liabilities and Obligations Not Assumed. Other than as specifically set forth in Section 2.1 above, Buyer shall not assume or be obligated by this Agreement to pay, perform, discharge or otherwise be responsible for, any debts, liabilities or obligations whatsoever of any Seller Party or the Operations, whether accrued, absolute, contingent or otherwise, oral or written, disclosed or undisclosed, and all those debts, liabilities and obligations will remain the responsibilities and obligations of the Seller Parties (the “Excluded Liabilities”). Buyer expressly disclaims the assumption of any other debt, liability or obligation of any type whatsoever of any Seller Party or in connection with any Seller Party’s assets or business operations, including the following:

          (a) any insurance liabilities or obligations with respect to claims, premiums and outstanding or additional supplemental or release calls related to the Operations prior to the Closing;

          (b) any Tax liabilities accruing prior to the Closing in connection with any Purchased Asset or otherwise;

          (c) any accounts payable or other current liabilities;

          (d) any liabilities arising from or under any Environmental Laws or any Remedial Actions related to any acts or omissions of any Seller or any condition or circumstance existing prior to the Closing, even if such liability does not accrue until after the Closing, including liabilities for exposure to Hazardous Materials and fines, penalties or assessments, whether civil or criminal in nature;

          (e) any employment, employee benefit or personnel-related liabilities whatsoever of any Seller or ERISA Affiliate, including any liability with regard to the Sellers’ Plans;

          (f) any liability or obligation (whether absolute, accrued, contingent or otherwise) of any Seller arising out of any claim, litigation or proceeding to the extent based on or caused by any act or omission occurring, or condition or circumstances existing, prior to the Closing;

          (g) any liability or obligation (whether absolute, accrued, contingent or otherwise) of any Seller arising out of any service provided by such Seller;

          (h) any liabilities or obligations of any Seller Party arising from or incurred in connection with the negotiation, preparation or execution of the Transaction Documents or the transactions contemplated thereby, including fees and expenses of the Sellers’ counsel;

          (i) any liabilities or obligations of any Seller Party based on acts or omissions occurring after the Closing;

          (j) any liabilities or obligations, whether accruing before or after Closing, under Contracts and Assumed Equipment Leases listed on Schedules 1.1(d)(i) and 1.1(d)(ii) and the IT Contracts listed on Schedule 1.1(f) that are not assigned to and assumed by Buyer; and

          (k) any liabilities or obligations associated with the Excluded Assets.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES

          The Seller Parties, jointly and severally, represent and warrant to Buyer that the following representations and warranties in this Article III are, as of the date of this Agreement, and will be, as of the Closing Date, true and correct:

          Section 3.1 Status and Good Standing; Ownership; Citizenship .

          (a) Cenac Towing is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, with full corporate power and authority under its certificate or articles of incorporation and bylaws to own and lease its properties and to conduct its business as now conducted. Cenac Towing has satisfied all legal requirements to do business as a foreign corporation in all jurisdictions in which the nature of its properties (whether owned or leased), assets or businesses so requires.

          (b) Cenac Offshore is a limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, with full limited liability company power and authority under its organizational documents to own and lease its properties and to conduct its business as now conducted. Cenac Offshore has satisfied all legal requirements to do business as a foreign limited liability company in all jurisdictions in which the nature of its properties (whether owned or leased), assets or businesses so requires.

          (c) The Purchased Assets do not include any capital stock, limited liability company or other equity interests in any Person. The Stockholder owns, beneficially and of record, all of the issued and outstanding capital stock or membership or other equity interests, as the case may be, of each of the Sellers.

          (d) Each of the Sellers is a citizen of the United States within the meaning of Section 50501 of Title 46 of the United States Code for the purpose of operating the Vessels in the coastwise trade of the United States.

          Section 3.2 Authorization .

          (a) Cenac Towing has full corporate power and authority under its certificate or articles of incorporation and bylaws, and its board of directors and the Stockholder, in his capacity as sole stockholder, have taken all necessary action to authorize it to execute and deliver the Transaction Documents to which it is a party, to consummate the transactions contemplated therein and to take all actions required to be taken by it pursuant to the provisions thereof. A certified copy of resolutions duly adopted by the board of directors and the Stockholder, in his capacity as sole stockholder, of Cenac Towing and authorizing and approving the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated therein, is attached as Schedule 3.2(a) .

          (b) Cenac Offshore has full limited liability company power and authority under its organizational documents, and its managers and the Stockholder, in his capacity as sole

          

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member, have taken all necessary action to authorize it to execute and deliver the Transaction Documents to which it is a party, to consummate the transactions contemplated therein and to take all actions required to be taken by it pursuant to the provisions thereof. A certified copy of resolutions duly adopted by the managers and the Stockholder, in his capacity as sole member, of Cenac Offshore authorizing and approving the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated therein, is attached as Schedule 3.2(b) .

          (c) Each of the Transaction Documents constitutes or, when executed and delivered will constitute, the valid and binding obligation of each Seller Party that is a party thereto, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to the principles of equity (whether enforcement is sought in a proceeding in equity or at law).

          Section 3.3 Non-Contravention . Except as set forth on Schedule 3.3 , neither the execution and delivery of any of the Transaction Documents nor the consummation of the transactions contemplated therein, does or shall (with or without notice or lapse of time):

          (a) violate, conflict with, result in a breach of or require notice or consent or decrease the rights of any Seller Party or increase the rights of any third party under (i) any Law, (ii) the certificate or articles of incorporation or organization, bylaws, limited liability company agreement or other constituent documents or board, manager, stockholder or member resolutions of any Seller Party, (iii) any provision of any agreement or instrument to which any Seller Party is a party or (iv) any legal duty owed by any officer, director, manager, shareholder, member or agent of any Seller Party;

          (b) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of such transactions or to exercise any remedy or obtain any relief under, any Law to which any Seller Party, or any of the assets owned or used by any Seller Party, may be subject; provided that the Seller Parties make no representation in this Section 3.3(b) with respect to the Partnership’s compliance or noncompliance under any such Law in issuing the Closing Limited Partner Units.

          (c) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any license, permit, consent, approval, authorization, qualification, certificate, registration or order of any Governmental Body that is held by any Seller Party or that otherwise relates to the business of any Seller Party or to the Purchased Assets;

          (d) except as required by the HSR Act, require notice to or consent of any Governmental Body;

          (e) result in the imposition or creation of any Lien upon or with respect to the Purchased Assets; or

          (f) result in the acceleration or mandatory prepayment of any indebtedness, or any guaranty of any Seller Party or afford any holder of any indebtedness, or any beneficiary of

any guaranty the right to require any Seller Party to redeem, purchase or otherwise acquire, reacquire or repay any indebtedness, or to perform any guaranty.

          Section 3.4 Validity . There is no investigation, claim, proceeding or litigation of any type pending or, to the knowledge of the Seller Parties, commenced without notice or threatened to which any Seller is a party that (i) questions or involves the validity or enforceability of any of a Seller Party’s obligations under any of the Transaction Documents or (ii) seeks (or reasonably might be expected to seek) (A) to prevent or delay the consummation by any Seller Party of the transactions contemplated by this Agreement or (B) damages in connection with any such consummation.

          Section 3.5 Broker Involvement . No Seller Party has hired, retained or dealt with any broker or finder in connection with the transactions contemplated by this Agreement.

          Section 3.6 Litigation . There is no investigation, claim, proceeding or litigation of any type pending or, to the knowledge of the Seller Parties, commenced without notice or threatened (a) involving any Purchased Asset or the Operations, except as set forth on Schedule 3.6 , or (b) that could reasonably be expected to have an adverse effect on any Seller or Buyer as the owner of the Purchased Assets. There is no judgment, order, writ, injunction or decree of any Governmental Body or arbitral tribunal against or involving any Seller or any Purchased Asset or that could reasonably be expected to have an adverse effect on any Seller or Buyer as the owner of the Purchased Assets.

          Section 3.7 Title . Except for Permitted Liens, the Seller Parties have good and marketable title to the Purchased Assets, free and clear of any and all Liens, restrictions, liabilities and assignments of any kind, and the Seller Parties have the full right to sell and transfer to Buyer good and marketable title to the Purchased Assets, free and clear of any and all Liens, restrictions, liabilities and assignments of any kind. The delivery to Buyer of the instruments of transfer of ownership contemplated by this Agreement shall vest good and marketable title to the Purchased Assets in Buyer, free and clear of any and all Liens, restrictions, liabilities and assignments of any kind, except for Permitted Liens.

          Section 3.8 Continuity Prior to the Closing Date . From June 30, 2007, to and including the Closing Date, no Seller has conducted the Operations other than in the usual and customary manner and in the ordinary course of business, consistent with recent past practice for the Operations, and there has not been:

          (a) any sale, lease, assignment, distribution, transfer, mortgage, pledge or subjection to Lien of any owned or leased assets, except for Permitted Liens, or any commitment or agreement with respect to any of the foregoing, except sales of inventory and obsolete or surplus equipment in the ordinary and usual course of business;

          (b) any damage to or destruction, loss or equipment failure related to any Purchased Asset or any other assets used in the Operations, whether or not covered by insurance;

          (c) any development with respect to any existing contract with a customer of any of the Sellers involving, or which reasonably could be expected to involve, significant cost

overruns, a claim under a performance bond or cancellation or threatened cancellation by that customer;

          (d) a material modification to the terms of any agreement of any Seller with its vendors or suppliers or the termination or threatened termination of any material contract or relationship of any Seller with any vendor or supplier;

          (e) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the Purchased Assets, or requiring the consent of any Person to the transfer and assignment of any of the Purchased Assets;

          (f) any merger, consolidation, share exchange or acquisition of substantially all the assets of any Person by or with any Seller, or any commitment or agreement with respect to any of the foregoing;

          (g) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights, securities or other assets outside of the ordinary course of business of the Operations consistent with recent past practice;

          (h) any change in accounting methods or principles or the application thereof or any change in any Seller’s policies or practices with respect to items affecting working capital;

          (i) any delay or reduction in capital expenditures, or any failure to continue to make capital expenditures in the ordinary course of business consistent with recent past practice;

          (j) any acceleration of shipments, sales or orders or other similar action not in the ordinary course of business of the Operations consistent with recent past practice;

          (k) any change in the practices of any of the Sellers with respect to timely payment of accounts payable or other obligations payable to vendors, suppliers or other third parties;

          (l) any waiver of any rights that, singly or in the aggregate, are material to the Operations, the Purchased Assets or the financial condition or results of operation of any Seller, except adjustments to customer bills in the course of good faith disputes in a manner consistent with recent past practice;

          (m) any labor strikes or disruptions, union organizational activities or other similar occurrences;

          (n) any making of Tax elections or any change in Tax elections, practices, methods or principles with respect to the Purchased Assets or the Operations, except (i) as required by applicable Law, (ii) as will not adversely impact Buyer or any of its Affiliates at or after the Closing or (iii) an election under Section 1362 of the Code (and any similar election under state income tax law) with respect to Cenac Towing;

          (o) any contract or agreement to which a Seller is a party or to which any of the Purchased Assets may be subject and to which the other Seller or any of its Affiliates or the Stockholder or any family member of the Stockholder is also a party;

          (p) any agreement, plan or arrangement to construct any boats, barges or other vessels for any non-Affiliated third party that would violate or conflict with any of the terms of any of the Transaction Documents;

          (q) any transaction by any Seller not in the ordinary course of business consistent with recent past practice;

          (r) any Material Adverse Change; or

          (s) any contract or commitment to do or cause to be done any of the foregoing.

          Section 3.9 Contracts and Commitments . Schedule 3.9 lists all agreements, commitments, contracts, undertakings or understandings not listed on Schedule 1.1(d)(i) , 1.1(d)(ii) or 1.1(f) to which any Seller is a party as of the date hereof and which relate to the Purchased Assets, which are either material to any Seller or involve consideration with a value of $100,000 or more. No Seller is in breach of or default under any agreement, lease, contract or commitment listed or of a type required to be listed on Schedule 1.1(d)(i) , 1.1(d)(ii) , 1.1(f) or 3.9 (collectively, the “Seller Agreements”). Each Seller Agreement is valid, binding, in full force and effect and is an enforceable agreement of each such Seller and, to the knowledge of the Seller Parties, the other parties thereto, except to the extent that enforceability may be limited by bankruptcy, insolvency or other laws pertaining to creditor rights or by equitable principles. There has not occurred any breach or default under any Seller Agreement on the part of the other parties thereto, and no event has occurred which, with the giving of notice or the lapse of time, or both, would constitute a default under any Seller Agreement. Except as set forth on Schedule 3.9 , there is no dispute between the parties to any Seller Agreement as to the interpretation thereof or as to whether any party is in breach or default thereunder, and no party to any Seller Agreement has indicated its intention to, or suggested it may evaluate whether to, terminate any Seller Agreement. No Seller Party is a party to any covenant or obligation of any nature limiting the freedom of such Seller Party to compete in any line of business and binding on Buyer after the Closing. Complete and correct copies of all Seller Agreements listed or referred to in Schedules 1.1(d)(i) , 1.1(d)(ii) , 1.1(f) and 3.9 have been made available to Buyer.

          Section 3.10 Intellectual Property Rights.

          (a) Schedule 3.10(a) contains an accurate and complete list of (i) all United States and foreign patents, published patent applications, trademark and service mark applications and registrations, and copyright registrations which are part of the Intellectual Property Rights (the “Registered IP Rights”) (ii) all agreements (excluding shrink wrap or other similar licenses with respect to off-the-shelf software) whereby any Seller has the legal right to use any Intellectual Property Rights it does not own and (iii) all agreements whereby any Seller grants to any Person the right to use any Intellectual Property Rights that any Seller owns.

          (b) Except as Schedule 3.10(b) sets forth: (i) the Purchased Assets include the ownership of or the legal right to use, free and clear of all Liens, all the Intellectual Property Rights, in each case free of any claims or infringements to the knowledge of the Seller Parties; (ii) the Sellers have the right to transfer or assign to Buyer, and following the Closing, Buyer and any Affiliate of Buyer will be entitled to the uninterrupted use of each of the Intellectual Property Rights in the Operations as currently conducted or as currently proposed to be conducted by the Sellers, subject to the expiration of any of those Intellectual Property Rights pursuant to applicable Law, without payment of any royalty or license or other fees; (iii) no consent of any Person will be required for the use of any of the Intellectual Property Rights by Buyer or any Affiliate of Buyer in connection with the conduct of the Operations following the Closing; (iv) no governmental registration of any of the Registered IP Rights has lapsed or expired or been canceled, abandoned, opposed or the subject of any reexamination request; (v) each Seller has diligently protected its legal rights to the Intellectual Property Rights, including paying all fees and meeting all deadlines reasonably necessary to maintain the Registered IP Rights; and (vii) the Intellectual Property Rights are sufficient to enable Buyer or any Affiliate of Buyer, following the Closing, to operate the Operations as currently conducted and as currently proposed to be conducted.

          (c) Except as Schedule 3.10(c) sets forth: (i) there is no prohibition or restriction imposed by any Governmental Body on the use of any of the Intellectual Property Rights, except for any prohibitions or restrictions imposed by any governmental requirement pursuant to which those Intellectual Property Rights have been established; (ii) no infringement claim against any of the Sellers or other claim or litigation involving any of the Sellers regarding any Intellectual Property Rights is pending or threatened; (iii) no Person is infringing or misappropriating the Intellectual Property Rights; (iv) no product or service of the Operations infringes or misappropriates the intellectual property rights of any Person; (v) no Seller has received any charge, complaint, claim or notice alleging any infringement, misappropriation or violation by any Seller of the intellectual property rights of any Person or alleging that the Operations as currently conducted require a license to the intellectual property rights of any Person; and (vi) no Seller has received any charge, complaint, claim or notice that any of the Registered IP Rights are unenforceable or invalid.

          (d) The execution, delivery and performance of the Transaction Documents and the consummation of the transactions contemplated thereby will not: (i) constitute a breach of any instrument or agreement governing any Intellectual Property Rights; (ii) cause the forfeiture or termination or give rise to a right of forfeiture or termination of any Intellectual Property Rights; or (iii) otherwise impair the right of the Buyer, following the Closing, to use or otherwise exploit, assert or enforce any Intellectual Property Rights.

          Section 3.11 Sufficiency of Assets; Customer Products.

          (a) The Purchased Assets, together with the assets described in Section 1.2(b), constitute all assets necessary to conduct the Operations in the manner presently conducted by the Sellers. All the Purchased Assets shall be delivered to Buyer on the Closing Date.

          (b) All customer products in the custody of the Sellers are sufficient to meet the delivery obligations under the applicable Contracts or otherwise and such products meet the qualitative requirements provided for in the applicable Contracts or otherwise.

          Section 3.12 Financial Statements.

          (a) The audited consolidated financial statements of Sellers as of and for the years ended June 30, 2007 and June 30, 2006 (including the related schedules and notes) (the “Audited Financial Statements”) present fairly, in all material respects, the consolidated financial position of Sellers at the respective dates of the balance sheets included therein and the results of operations, cash flows and stockholder’s and member’s equity of Sellers for the respective periods set forth therein and have been prepared in accordance with GAAP.

          (b) The unaudited consolidated financial statements of Sellers as of and for the three months ended December 31, 2007 (including the related schedules and notes) (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”) present fairly, in all material respects, the consolidated financial position of Sellers at the respective dates of the balance sheets included therein and the results of operations and stockholder’s and member’s equity of Sellers for the respective periods set forth therein and have been prepared in accordance with GAAP, subject to normal recurring fiscal year-end adjustments (the effect of which will not, individually or in the aggregate, be materially adverse). Any financial statements furnished pursuant to Section 5.15 will present fairly, in all material respects, the consolidated financial position of Sellers at the respective dates of the balance sheets included therein and the results of operations and stockholder’s and member’s equity of Sellers for the respective periods set forth therein and will have been prepared in accordance with GAAP, subject to normal recurring fiscal year-end adjustments (the effect of which will not, individually or in the aggregate, be materially adverse).

          (c) Schedule 3.12(c) contains a schedule of any liabilities of any Seller secured by a Lien upon the Purchased Assets.

          Section 3.13 Condition of Assets; Eligibility for Coastwise Trade.

          (a) All the Purchased Assets are in good, serviceable condition and fit for the particular purposes for which they are used in the Operations, subject only to normal maintenance requirements and normal wear and tear reasonably expected in the ordinary course of business.

          (b) Each of the Vessels is equipped with the machinery, engines, instruments, rigging, anchors, chains, cables, tackle, apparel, accessories, equipment, radio installation and navigational equipment and all other appurtenances necessary for the operation of such Vessel in the ordinary course of business consistent with recent past practice.

          (c) Each of the Vessels is duly documented in the applicable Seller’s name under the laws and flag of the United States of America and satisfies the requirements for coastwise documentation, has not been “sold foreign” within the meaning of Section 12132 of Title 46 of the United States Code and all necessary coastwise licenses, permits, certificates,

registrations, approvals and other authorizations are valid and current, subject to the trading restrictions set forth on Schedule 3.13(c) .

          (d) Except as set forth on Schedule 3.13(d) , each Vessel has a valid, current and unextended U.S. Coast Guard Inspection Certificate, where applicable, and all other licenses, permits, certificates, registrations, approvals and other authorizations (including Certificates of Financial Responsibility (Water Pollution)) that are required by applicable Law. There are no outstanding CG-835 certificates or Captain of the Port orders with respect to the Vessels or the operation thereof. No Vessel is restricted to operate in ports or geographic areas specified in Approved Captain of the Port Zones.

          (e) Schedule 3.13(e) sets forth a list of each Vessel, with an indication (as applicable) of vessel type, year built, American Bureau of Shipping Classification, which classification is the highest class available for such Vessel, whether such Vessel is free from recommendations, flag, capacity (or horsepower as applicable), associated Liens, gross tonnage and OPA 90 phase-out dates and date of last drydocking.

          (f) Except as set forth on Schedule 3.13(f) , the Sellers do not charter in vessels, whether on a bareboat charter or time charter basis.

          (g) No Vessel is (i) identified as a qualified agreement (Schedule B) vessel in any capital construction fund agreement with the United States of America, represented by the Secretary of Transportation, acting by and through the Maritime Administrator pursuant to Chapter 535 of Title 46 of the United States Code or (ii) subject to any trading or other restrictions under any such agreement.

          (h) Schedule 1.1(a)(ii) sets forth a listing of all Vessel Equipment associated with but not onboard the boats, barges and other vessels listed on Schedule 1.1(a)(i) .

          Section 3.14 Absence of Undisclosed Liabilities . Except as set forth in the Financial Statements, there is no existing, contingent or threatened liability, obligation, Lien or claim of any nature (absolute, accrued, contingent or otherwise) that relates to or has been or may be asserted against the Purchased Assets, other than liabilities arising after the date of the Financial Statements in the ordinary course of business consistent with past practice.

          Section 3.15 Employee Benefits.

          (a) Since January 1, 1998, no Seller nor any ERISA Affiliate has ever sponsored, maintained, contributed to or incurred any liability with respect to, an “employee pension benefit plan” subject to Title IV of ERISA or the minimum funding requirements of Section 412 of the Code or any “multiemployer plan” (as defined in Section 3(37) of ERISA). No Seller has any employees covered by a collective bargaining agreement.

          Section 3.16 Compliance With Law . No Seller is in material violation of any provision of any Law, consent, authorization, qualification, or any legally recognizable duty to any Person, including those governing the registration, ownership and operation of vessels documented to engage in the coastwise trade of the United States, and Sellers have received no notice of or raising the possibility of any alleged violation of any such Law, consent, approval,

authorization, qualification or order. Without limiting the generality of the foregoing, (a) no Seller Party or any of their respective officers or directors (or persons performing equivalent functions) has made any offer, payment, promise to pay or authorization of the payment of any money, or any offer, gift, promise to give or authorization of the giving of anything of value, directly or indirectly, to or for the use or benefit of any official or employee of any Governmental Body or to or for the use or benefit of any political party, official or candidate unless such offer, payment, gift, promise or authorization is authorized by the written laws or regulations of the Governmental Body and (b) each Seller Party and each of their respective officers and directors (or persons performing equivalent functions) is familiar with and has complied with the United States Foreign Corrupt Practices Act, 15 U.S.C. Sections 78dd-1 and 78dd-2.

          Section 3.17 Environmental .

          (a) Each Seller (with respect to the Operations) and each Purchased Asset has been and is in material compliance with all Environmental Laws.

          (b) Each Seller has obtained all licenses, permits, approvals, consents, certificates, registrations and other authorizations under Environmental Laws (the “Environmental Permits”) required for the operation of the Purchased Assets, all of which are listed in Schedule 3.17 . Each Environmental Permit is valid and in good standing, and any renewal application required to keep each Environmental Permit in effect has been timely filed, and no Seller is in material default or breach of any Environmental Permit, and no proceeding is pending or, to the knowledge of the Seller Parties, threatened to revoke, deny, condition or limit the renewal of any Environmental Permit.

          (c) No Seller has used or permitted to be used, except in material compliance with all Environmental Laws, any of the Purchased Assets to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Material.

          (d) No Seller has received any notice of, nor been prosecuted for an offense alleging, non-compliance with any Environmental Law relating or otherwise attributable to the Purchased Assets. There are no outstanding orders requiring Remedial Actions with respect to the Purchased Assets, nor is any Seller Party aware of any condition or circumstance that could reasonably be expected to require Remedial Actions.

          (e) To the knowledge of the Seller Parties, there are no pending or proposed changes to any Environmental Law that would render illegal or restrict any service provided by Sellers with respect to the Purchased Assets, or require significant capital expenditures by the owner or operator of the Purchased Assets to achieve or maintain compliance.

          (f) Except in material compliance with all Environmental Laws, there has been no Release of any Hazardous Material on, into, under, or from any of the Purchased Assets that could reasonably be expected to require Remedial Actions. All Hazardous Materials used in whole or in part by any Seller with respect to the Purchased Assets or resulting from the Operations have been disposed of, treated, transported and stored in compliance with all Environmental Laws. Schedule 3.17 identifies all of the locations where Hazardous Materials

used in whole or in part by Sellers with respect to the Purchased Assets have been or are being stored or disposed of.

          (g) With respect to the Purchased Assets, no Seller has received any notice that any of them is potentially responsible for a federal, provincial, municipal, local or other clean-up site or other corrective action under any Environmental Laws. No Seller has received any request for information in connection with an inquiry from any Governmental Body with respect to its use of any disposal sites.

          (h) Each Seller has delivered to Buyer true and complete copies of all environmental audits, evaluations, assessments, studies or tests of which it is aware relating to the Purchased Assets.

          (i) Each Seller has timely made all filings and timely submitted all reports required under any Environmental Laws with respect to the Purchased Assets.

          (j) No Hazardous Material is required to be removed, encapsulated or abated, and no Remedial Action is otherwise required under any Environmental Laws, with respect to any of the Purchased Assets.

          (k) No Seller is required under any Environmental Laws by virtue of the transactions contemplated by the Transaction Documents, or as a condition to the effectiveness of any transactions contemplated thereby, (i) to perform a site assessment of Hazardous Materials, (ii) to remove or remediate any Hazardous Materials, (iii) to give notice to or receive approval from any Governmental Body (other than as necessary to transfer, or to allow Buyer to operate under, Environmental Permits required under Environmental Laws), or (iv) to record or deliver to any person or entity (other than Buyer) any disclosure document or statement pertaining to environmental matters.

          Section 3.18 Insurance . Each Seller has heretofore delivered to Buyer a list and copies of all insurance policies of each Seller or relating to the Purchased Assets or the Operations, all of which (a) have been issued by insurers of recognized responsibility and (b) currently are, and will remain without interruption through the Closing, in full force and effect. No Seller is in default under any of its insurance policies; there have been no lapses of insurance coverage on any Purchased Asset; there are no supplemental or release calls from a protection and indemnity club; and there are no unpaid claims or disputed claims relating to any Purchased Asset or the Operations. No insurance carried by any Seller with respect to the Purchased Assets has been canceled by the insurer during the past five years, and no Seller has been denied coverage during that period with respect to the Purchased Assets. None of the Seller Parties has received any notice or other communication from any issuer of any such insurance policy of any material increase in any deductibles, retained amounts or the premiums payable thereunder with respect to the Purchased Assets and, to the knowledge of the Seller Parties, no such increase in deductibles, retainages or premiums is threatened.

          Section 3.19 Government Licenses, Permits and Related Approvals . Schedule 3.19 hereto sets forth a list of all licenses, permits, consents, approvals, authorizations, qualifications, plans (including vessel response plans) and orders of Governmental Bodies

required for the operation of the Purchased Assets or the Operations by any Seller, all of which are in full force and effect.

          Section 3.20 Responsible Carriers Plan . Each Seller has adopted an American Waterways Operators Responsible Carriers Plan, which is attached hereto as Schedule 3.20 , and is in compliance with its respective Responsible Carriers Plan requirements.

          Section 3.21 Taxes .

          (a) Each Seller has caused to be timely filed with appropriate Governmental Bodies all Tax Returns required to be filed with respect to the Purchased Assets, the operations of each Seller and their respective subsidiaries and the Operations, and has paid or caused to be paid all Taxes due with respect thereto.

          (b) No Seller Party has either received or has knowledge of any notice of deficiency or assessment or proposed deficiency or assessment with respect to any of the Purchased Assets, the operations of any Seller or the Operations from any taxing authority, and there are no outstanding agreements or waivers that extend any statutory period of limitations applicable to any federal, state or local income or franchise Tax Returns that include or reflect the use and operation of the Purchased Assets, the operations of any Seller or the Operations. To the knowledge of the Seller Parties, there are no threatened audits of, or assessments against, any Seller with respect to Taxes that may be asserted against any Seller. No Seller Party is a party to any action or proceeding by any Governmental Body for the collection or assessment of Taxes.

          (c) All amounts required in connection with the conduct of the Operations to be withheld by each Seller and paid to governmental agencies for Taxes, including income, social security, unemployment insurance, sales, excise, use and other Taxes, have been collected or withheld and paid to the proper Governmental Body. Each Seller has made all deposits applicable Law requires it to make in connection with the conduct of the Operations with respect to employees’ withholding and other employment taxes.

          (d) None of the Sellers is a “foreign person” within the meaning of Section 1445(f)(3) of the Code.

          (e) Schedule 3.21(e) sets forth with respect to each Seller (i) the tax basis to such Seller of each asset of Seller that is included in the Purchased Assets, (ii) the depreciation method, conventions and history applicable to each such asset in the hands of such Seller and (iii) which of the liabilities identified in Schedule 2.1(a) is a “qualified liability” within the meaning of Treas. Reg. 1.707-5(a)(6), and, for each such liability, (x) the identity of any Purchased Assets that were acquired with the proceeds of the liability and (y) the identity of any Purchased Assets that have been continuously secured by the liability for more than two years as of the date of this Agreement. None of the Purchased Assets is subject to any provision of applicable Law which eliminates or reduces the allowance for depreciation or amortization in respect of that asset below the allowance generally available to an asset of its type.

          (f) None of the Purchased Assets is an interest in any entity.

          (g) No Seller has regularly, systematically, or in the normal course of business, sold assets of the type described in Sections 1.1(a) or 1.1(b) of this Agreement. The Seller’s use of the Vessels has been limited to the transportation of property for hire principally in interstate or foreign commerce.

          Section 3.22 Books and Records . The books of account, minutes books, stock and membership interest record books, and other records of each Seller, all of which have been made available to Buyer, are complete and correct and have been maintained in accordance with sound business practices. Each Seller has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances that (a) transactions are executed in accordance with management’s general or specific authorization, (b) transactions are recorded as necessary (i) to permit preparation of financial statements in conformity with GAAP or any other criteria applicable to such statements and (ii) to maintain accountability for assets, (c) access to assets is permitted only in accordance with management’s general or specific authorization and (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The books, records and accounts of each Seller accurately and fairly reflect in reasonable detail the transactions and dispositions of the assets of such Seller.

          Section 3.23 Safety Reports. Schedule 3.23 sets forth a complete listing of all injury reports, workers’ compensation reports and claims, safety citations and reports and OSHA reports relating to the Operations and all documents relating to any of the foregoing since January 1, 2004, excluding de minimis reports, claims and citations.

          Section 3.24 Transactions with Certain Persons . The notes to the Financial Statements disclose all related party transactions required by GAAP to be disclosed therein. Neither the Purchased Assets nor the Assumed Liabilities include any rights or obligations under any Related Party Agreement.

          Section 3.25 Investment Representation s.

          (a) Experience; Status .

     (i) Each Seller Party has substantial experience in analyzing and investing in companies like the Partnership and is capable of evaluating the merits and risks of its investment in the Partnership and has the capacity to protect its own interests. To the extent necessary, each Seller Party has retained, at its own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of the transfer to the Seller Parties from the Partnership, and owning the Closing Limited Partner Units that the Seller Parties will or may receive pursuant to this Agreement.

     (ii) Each Seller Party is an Accredited Investor (as such term is used in Rule 501 under the Securities Act by reason of the criteria specified for that Seller Party in Schedule 3.25 , is able to bear the economic risk of its investment in the Closing Limited Partner Units indefinitely and has sufficient net worth to sustain

a loss of its entire investment in the Partnership without economic hardship if such loss should occur.

          (b) Access to Information .

     (i) Each Seller Party has had an opportunity to discuss the Partnership’s business, management and financial affairs with the members of the Partnership’s management and has had the opportunity to review the Partnership’s operations and facilities. Each Seller Party has also had an opportunity to ask questions of the officers of the Partnership, which questions were answered to its satisfaction. Each Seller Party acknowledges that it is familiar with the nature of the Partnership’s business. Each Seller Party has received and read the material described in Section 4.7.

     (ii) No Seller Party has received representations or warranties from the Partnership or Buyer, or their employees, affiliates, attorneys, accountants or agents, except as set forth in this Agreement.

     (iii) Each Seller Party understands that the ownership of the Closing Limited Partner Units involves numerous risks, including those described under the heading “Risk Factors” in the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 and in the Partnership’s other filings with the Commission.

          (c) Investment Purposes .

     (i) Each Seller Party that is acquiring Closing Limited Partner Units is acquiring them solely for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof. Each Seller Party understands that the Closing Limited Partner Units have not been registered under the Securities Act or applicable state securities laws by reason of a specific exemption from the registration provisions of the Securities Act and applicable state securities laws, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of each Seller Party’s representations as expressed herein. Each Seller Party understands that the Partnership and Buyer are relying, in part, upon the representations and warranties contained in this Section 3.25(c) for the purpose of determining whether this transaction meets the requirements for such exemptions.

     (ii) Each Seller Party acknowledges and understands that it must bear the economic risk of its investment in the Closing Limited Partner Units for an indefinite period of time because the Closing Limited Partner Units must be held indefinitely unless subsequently registered under the Securities Act and applicable state securities laws or unless an exemption from such registration is available. Each Seller Party understands that the Closing Limited Partner Units are subject to the restrictions on transfer in Section 1.6 and Section 5.16.

     (iii) Each Seller Party understands that any transfer agent of the Partnership will be issued stop transfer instructions with respect to the transfer of any Closing Limited Partner Units unless such transfer is subsequently registered under the Securities Act and applicable state securities laws or unless an exemption from such registration is available.

          Section 3.26 Disclosure . All schedules to this Agreement are materially complete and accurate. No representation or warranty by any Seller Party in this Agreement or in any schedule hereto, or in any statement or certificate or other document furnished to Buyer by any Seller Party or any representative of any Seller Party, contains or, as of the Closing Date, shall contain any untrue statement of a material fact or omits or shall omit a material fact necessary to make the statements therein not misleading.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER

          Buyer represents and warrants to each Seller Party that the following representations and warranties in this Article IV are, as of the date of this Agreement, and will be, as of the Closing Date, true and correct:

          Section 4.1 Status and Good Standing.

          (a) Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware, with full limited liability company power and authority under its certificate of organization and limited liability company agreement to conduct its business as the same exists on the date hereof and on the Closing Date.

          (b) The Partnership is a limited partnership duly organized, validly existing and in good standing under the laws of Delaware, with full partnership power and authority under its certificate and agreement of limited partnership to conduct its business as the same exists on the date hereof and on the Closing Date.

          Section 4.2 Authorization.

          (a) Buyer has full limited liability company power and authority under its certificate of organization and limited liability company agreement, and its board of directors has taken all necessary action to authorize it to execute and deliver the Transaction Documents to which it is a party, to consummate the transactions contemplated therein and to take all actions required to be taken by it pursuant to the provisions thereof, and each of the Transaction Documents to which Buyer is a party constitutes or, when executed and delivered will constitute, the valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to the principles of equity (whether enforcement is sought in a proceeding in equity or at law).

          (b) The Partnership has full partnership power and authority under its certificate and agreement of limited partnership, and its general partner has taken all necessary partnership action to authorize it to execute and deliver this Agreement, to consummate the

transactions contemplated herein and to take all actions required to be taken by it pursuant to the provisions hereof, and this Agreement constitutes the valid and binding obligation of the Partnership, enforceable against the Partnership in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to the principles of equity (whether enforcement is sought in a proceeding in equity or at law).

          Section 4.3 Non-Contravention . Neither the execution and delivery of any of the Transaction Documents nor the consummation of the transactions contemplated therein, does or shall violate, conflict with or result in a breach of or require notice or consent under any Law, the certificate of organization or limited liability company agreement of Buyer or the certificate or agreement of limited partnership of the Partnership or any provision of any agreement or instrument to which Buyer or the Partnership is a party.

          Section 4.4 Validity . There is no investigation, claim, proceeding or litigation of any type pending or, to the knowledge of Buyer, threatened to which Buyer is a party that (i) questions or involves the validity or enforceability of any of Buyer’s obligations under any of the Transaction Documents or (ii) seeks (or reasonably might be expected to seek) (A) to prevent or delay the consummation by Buyer of the transactions contemplated by this Agreement or (B) damages in connection with any such consummation.

          Section 4.5 Broker Involvement . Neither Buyer nor the Partnership has hired, retained or dealt with any broker or finder in connection with the transactions contemplated by this Agreement.

          Section 4.6 Valid Issuance . At the Closing Date, the Closing Limited Partner Units and the limited partner interests represented thereby will be duly and validly authorized by the Partnership and, when issued and delivered in accordance with the terms of this Agreement, will be duly and validly issued, fully paid (to the extent required under the Partnership Agreement) and non-assessable (except as such nonassessability may be affected by matters described in the Form 8-A/A under the caption “Our Partnership Agreement—Limited Liability”) and, when and as delivered to the Seller Parties, will be free of any lien or security interest of any character, other than those (i) arising out of the transactions contemplated by the Transaction Documents or created by any of the Seller Parties, (ii) arising under applicable securities Laws or the Delaware Revised Uniform Limited Partnership Act, as amended, or (iii) arising under the Partnership Agreement.

          Section 4.7 Exchange Act Reports . The Partnership has timely filed with the Commission all forms, reports, schedules and statements required to be filed by it under the Securities Exchange Act of 1934, as amended since January 1, 2007 (collectively, the “Partnership SEC Documents”). The information concerning the Partnership in the Partnership SEC Documents, including the financial statements included therein, did not, as of their respective filing dates, contain any untrue statement of a material fact or omit a material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made. Notwithstanding the foregoing, the Partnership makes no representation or warranty pursuant to this Section 4.7 with respect to any information of the Partnership that was “furnished” rather than “filed” with the Commission or any statements in or omissions from

the Partnership SEC Documents relating to the transactions contemplated by the Transaction Documents.

          Section 4.8 Partnership Material Adverse Change . Since September 30, 2007, there has not been any Partnership Material Adverse Change.

          Section 4.9 Securityholder Agreements . Except for such documents as are described in or filed as an exhibit to any of the Partnership SEC Documents, including the Partnership Agreement, there are no agreements between the Partnership and any holders of its securities containing rights of first refusal, antidilution provisions or pre-emptive rights or relating to registration under the Securities Act or voting of the Limited Partner Units.

ARTICLE V
COVENANTS

          Section 5.1 Other Offers . From and after the date hereof and until the Closing, the Seller Parties shall not, and shall cause each of their respective officers, directors, managers, shareholders, members, employees, Affiliates, representatives and agents not to, directly or indirectly, (a) solicit, enter into or conduct discussions relating to, initiate or knowingly encourage any offer or proposal for, or any indication of interest in, a merger or business combination involving any Seller or the acquisition of an equity interest in, or a substantial portion of the assets of, any Seller, or (b) engage in negotiations with or disclose any nonpublic information relating to the Sellers or their respective businesses, or afford access to the properties, books or records of the Sellers, to any Person other than Buyer, the Partnership or their respective representatives. The Seller Parties shall notify Buyer of any such inquiry or proposal within twenty-four hours of receipt or awareness of the same by any Seller Party.

          Section 5.2 Conduct of Operations Pending Closing .

          (a) Between the date of this Agreement and the Closing Date, the Sellers will, and the Stockholder will cause the Sellers to do the following with respect to the Operations and the Purchased Assets, as applicable:

     (i) conduct the Operations in the usual and ordinary course thereof, including the making of proposals, quotations, bids and solicitations, and the entering into of contracts for the purchase and sale of products and services;

     (ii) communicate regularly with Buyer and keep Buyer closely advised of any material developments relating to the Operations;

     (iii) maintain and preserve the Purchased Assets in customary repair, order and condition, reasonable wear and tear excepted;

     (iv) perform in all material respects their respective obligations under agreements relating to or affecting the Operations;

     (v) keep in full force and effect without interruption all present insurance policies or other comparable insurance coverage with respect to the Operations;

     (vi) use reasonable efforts to preserve Sellers’ business organization intact, to retain the services of Sellers’ officers, employees and agents and to preserve Seller Parties’ relationships and goodwill with their suppliers, customers, landlords, creditors, employees, agents and others having business dealings with Seller Parties in connection with the Operations;

     (vii) confer with Buyer concerning operational matters of a material nature with respect to the Operations;

     (viii) with respect to the Operations, maintain the instruments and agreements governing their outstanding indebtedness and leases on their present terms and not enter into any new or amended instruments or agreements relating to indebtedness or leases without the prior written consent of Buyer;

     (ix) use reasonable efforts to cause all of the representations and warranties in Article III hereof to continue to be true and correct; and

     (x) otherwise report periodically to Buyer concerning the status of the Operations.

          (b) Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, no Seller will, and the Stockholder will cause each Seller not to, without the prior written consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.8 is likely to occur.

          Section 5.3 Notification . Between the date hereof and the Closing, the Seller Parties shall promptly notify Buyer in writing if any Seller Party becomes aware of (a) any fact or condition that causes or constitutes a breach of any of the Seller Parties’ representations or warranties made as of the date hereof or (b) the occurrence of any fact or condition that would, or be reasonably likely to, cause or constitute a breach of any of the Seller Parties’ representations or warranties contained in Article III, had such representation or warranty been made as of the time of the occurrence of, or such Seller Party’s discovery of, such fact or condition. Should any such fact or condition require any change to Seller Parties’ disclosure schedules hereto, the Seller Parties shall promptly deliver to Buyer a supplement to the applicable schedules specifying such change. The Seller Parties shall also promptly notify Buyer of the occurrence of any breach of any covenant of any of the Seller Parties contained in this Article V or of the occurrence of any event that may make the satisfaction of the conditions in Section 8.1 impossible or unlikely. Between the date hereof and the Closing, Buyer shall promptly notify the Stockholder in writing if Buyer becomes aware of (a) any fact or condition that causes or constitutes a breach or any of its representations or warranties made as of the date hereof (b) the occurrence of any fact or condition that would, or be reasonably likely to, cause or constitute a breach of any of Buyer’s representations or warranties contained in Article IV, had

such representation or warranty been made as of the time of the occurrence of, or Buyer’s discovery of, such fact or condition or (c) the occurrence of any breach of any covenant of Buyer or the Partnership contained in this Article V or of the occurrence of any event that may make the satisfaction of the conditions in Section 8.2 impossible or unlikely. This Section 5.3 shall not modify or limit in any way the rights of the Parties to this Agreement under Article VII, VIII or IX or any other provision hereof.

          Section 5.4 Employees . No Seller Party shall make any representation or warranty or any other statement or communication regarding any right, ability, plan or intention of Buyer or its Affiliates to employ any employee of Sellers or the terms and conditions upon which any such employee may be employed by Buyer or its Affiliates. Buyer and its Affiliates shall not assume responsibility for any Sellers’ Plan, and the Seller Parties shall take any and all steps necessary to ensure that any and all liabilities with respect to Sellers’ employees and Sellers’ Plans have been or will be satisfied.

          Section 5.5 Buyer’s Access . Each Seller will afford Buyer’s officers, attorneys, accountants and other representatives reasonable access during normal business hours to the offices, personnel, Vessels (including the opportunity to board or conduct drydock inspections of such Vessels), vehicles, properties, equipment and records of such Seller for the purpose of conducting an investigation thereof. Each Seller will furnish to Buyer such additional financial and operating data and other information as Buyer may reasonably request, including quantities and locations of customer products in the custody of each Seller at or prior to the Closing.

          Section 5.6 Covenant Against Competition .

          (a) As an essential consideration for the obligations of Buyer under this Agreement, each Seller Party hereby agrees and covenants that:

     (i) for a period of two years following the Closing Date within the Restricted Territory, each Seller Party shall not, directly or indirectly, whether as principal, agent, employee, shareholder or other equity holder (other than a holding of shares listed on a United States stock exchange or automated quotation system that does not exceed five percent of the outstanding shares so listed), owner, investor, partner or otherwise, individually or in association with any other Person: (A) carry on or engage in any manner in the Restricted Business, (B) solicit customers of the Restricted Business, (C) become the employee of, or otherwise render services on behalf of, any Person that carries on or engages in a business similar to the Restricted Business or (D) induce or attempt to induce any customer, supplier, licensee or business relation of Buyer or any of its Affiliates to cease doing business with Buyer or any of its Affiliates, or in any way interfere with the relationship between any customer, supplier, licensee or business relation of Buyer or any of its Affiliates with Buyer or any of its Affiliates, provided that this Section 5.6(a)(i) shall not prohibit Stockholder’s equity ownership in Horizon Maritime for so long as the Asphalt Business Limitation is satisfied; and

     (ii) for a period of four years following the Closing Date, each Seller Party shall not, directly or indirectly, either for himself or any other Person, (A) solicit or induce or attempt to solicit or induce any employee of or independent contractor providing services to Buyer or any of its Affiliates to leave the employ of or to cease providing services to Buyer or any of its Affiliates, (B) in any way interfere with the relationship between Buyer or any of its Affiliates and any employee of or independent contractor providing services to Buyer or any of its Affiliates or (C) employ, or otherwise engage as an employee, independent contractor or otherwise, any employee of Buyer or any of its Affiliates or any independent contractor of Buyer of any of its Affiliates who had been an employee of any Seller Party or its Affiliates.

          (b) Any dispute, controversy or claim arising out of or in connection with this Section 5.6, including the alleged breach of this Section 5.6 or a challenge to its validity or enforceability, shall be settled exclusively by final and binding arbitration in Tarrant County, Texas, administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules of the AAA; provided, however, that nothing herein is or shall be deemed to preclude Buyer’s resort to the interim relief prescribed in Section 5.6(c), below. The arbitrator(s) shall be selected by mutual agreement of the parties, if possible. If the parties fail to reach agreement upon appointment of arbitrator(s) within thirty days following receipt by one party of the other party’s notice of desire to arbitrate, the arbitrator(s) shall be selected from a panel or panels of persons submitted by the AAA. The selection process shall be that which is set forth in the AAA Commercial Arbitration Rules then prevailing, except that, if the parties fail to select arbitrator(s) from one or more panels, AAA shall not have the power to make appointment(s) but shall continue to submit additional panels until arbitrator(s) have been selected. The jurisdiction of the arbitrator(s) and the arbitrability of any claim, defense, issue or objection raised by any party shall be decided by the arbitrator(s) in the first instance. Judgment on the award entered by the arbitrator(s) may be entered by any court having jurisdiction thereof. All aspects of the arbitration and matters subject thereto shall remain confidential. The parties will each bear their own attorneys’ fees and costs in connection with any dispute or controversy, except as provided in Section 5.6(c), below.

          (c) In the event of a breach or threatened breach by any Seller Party of any of the provisions of this Section 5.6, Buyer shall have the right to seek interim relief from AAA pursuant to the Optional Rules for Emergency Measures of Protection contained in the Commercial Arbitration Rules of the AAA (including the arbitrator selection procedures provided for in such Optional Rules for Emergency Measures of Protection, which shall govern the selection of arbitrator(s) for purposes of this paragraph (c)) or from a court of competent jurisdiction. Seller Parties acknowledge that Buyer will suffer irreparable damage or injury not fully compensable by money damages, or the exact amount of which may be impossible to ascertain, and therefore will not have an adequate legal remedy. Accordingly, Buyer will be entitled to obtain any interim relief necessary or appropriate to prevent or curtail any such breach, threatened or actual, without the necessity of posting security or showing any actual damages or irreparable injury. Such interim relief may include, but is not limited to, (i) temporary or permanent injunctive relief for the enforcement of this Section 5.6, (ii) a decree for the specific performance of this Section 5.6 or (iii) Buyer’s reasonable attorneys’ fees, costs and expenses related to such interim relief; provided, however, that Buyer agrees to pay for any

Sellers Party’s reasonable attorneys’ fees, costs and expenses related to interim relief sought by Buyer in the event that the Seller Parties prevail and no such interim relief is granted. Such interim relief is in addition to any other rights Buyer may have, including the right to seek damages.

          (d) Buyer and each Seller Party hereby agree that this Section 5.6 is a material and substantial part of the transactions contemplated by this Agreement. Each Seller Party further agrees and acknowledges that the covenants in this Section 5.6 are reasonable with respect to their duration, scope and geographical area.

          (e) The covenants in this Section 5.6 are severable and separate, including within provisions, subparts or portions thereof, and the unenforceability of any specific covenant, provision or subpart thereof in this Section 5.6 is not intended by any party hereto to, and shall not, affect the provisions of any other covenant in this Section 5.6. If any arbitrator or panel of arbitrators, or any court pursuant to paragraph (c) above, determines that the terms, scope, time or territorial restrictions set forth in Section 5.6(a) are unreasonable as applied to a Seller Party, the parties hereto acknowledge their mutual intention and agreement that the offending provisions, subparts or portions thereof be severed and the remaining provisions and restrictions be enforced to the fullest extent permitted by law as the arbitrator(s) or court (pursuant to paragraph (c) above) deems reasonable, and thereby shall be reformed to that extent. All the covenants, provisions and subparts thereof in this Section 5.6 are intended by each party hereto to, and shall, be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of any Seller Party against Buyer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Buyer of any covenant, provision or subpart in this Section 5.6. The covenants contained in this Section 5.6 shall not be affected by any breach of any other provision hereof by any party hereto and shall not prevent any Seller Parties from rendering services to Buyer in accordance with the Transitional Operating Agreement.

          Section 5.7 Further Assistance . The Seller Parties shall execute, acknowledge and deliver or cause to be executed, acknowledged and delivered to Buyer or its Affiliates such assignments or other instruments of transfer, assignment and conveyance, in form and substance reasonably satisfactory to Buyer, as shall be necessary to vest in Buyer (or its permitted assignees) all of the right, title and interest in and to the Purchased Assets, free and clear of all Liens except for Permitted Liens, or to better enable Buyer to complete, perform or discharge any of the Assumed Liabilities and any other document reasonably requested by Buyer in connection with this Agreement.

          Section 5.8 Governmental Filings . As promptly as practicable after the execution of this Agreement, and in any event within ten (10) days after the execution of this Agreement, each party shall, in cooperation with the other, file any reports or notifications that may be required to be filed by it under applicable Law, including any filings or notifications required under the HSR Act.

          Section 5.9 Consents . The Seller Parties shall use reasonable efforts to (i) secure, as soon as practicable after the date hereof, all approvals or consents of third Persons as may be necessary to enable them to consummate the transactions contemplated by the

Transaction Documents (ii) satisfy, on or before the Closing Date, the conditions Section 8.1 sets forth. Buyer shall use reasonable efforts to (i) secure, as soon as practicable after the date hereof, all approvals or consents of third Persons as may be necessary to enable Buyer to consummate the transactions contemplated by the Transaction Documents and (ii) satisfy, on or before the Closing Date, the conditions Section 8.2 sets forth. After the Closing, the Seller Parties shall use reasonable efforts to obtain any approvals or consents or assist in any filings required in connection with the transactions contemplated by the Transaction Documents that are requested by Buyer and that have not been previously obtained or made.

          Section 5.10 Public Announcements . Neither (a) the Seller Parties nor (b) Buyer or the Partnership shall, without the prior approval (which may not be unreasonably withheld, delayed or conditioned) of Buyer or the Stockholder, as the case may be, issue, or permit any of their partners, stockholders, members, directors, managers, officers, employees, agents or Affiliates to issue, any press release or other public announcement with respect to this Agreement or the transactions contemplated hereby; provided that Buyer and the Partnership may issue any press release or make any other public announcement required by Law or by obligations pursuant to any listing agreement with any national securities exchange without obtaining any such approval.

          Section 5.11 Income Tax Matters . As to the federal income tax (and related state income tax) matters identified in this Section 5.11, including the manner in which the transactions contemplated by this Agreement will be reported by the Seller Parties and the Buyer for income tax purposes (on Tax Returns or otherwise), the Seller Parties and Buyer agree as follows:

          (a) The transactions pursuant to this Agreement shall be reported as (x) purchases and sales of assets for federal income tax purposes to the extent attributable to the cash portion of the Purchase Price and any allocable liabilities and adjustments (the “Taxable Sales”) and (y) as contributions of assets in exchange for partnership interests governed by Section 721 of the Code to the extent attributable to the portion of the Purchase Price paid in Limited Partner Units and any allocable adjustments (the “Contributions”). The Buyer or the Partnership shall, in consultation with the Seller Parties, determine how the parties shall report (i) which portions of the Purchased Assets are allocable to the Taxable Sales and which are allocable to the Contributions, (ii) how each Seller Party’s tax bases in the Purchased Assets is allocated among the transactions contemplated by this Agreement, (iii) which liabilities and adjustments are allocable to the Taxable Sales, (iv) the allocation of the cash, liabilities and adjustments allocable to the Taxable Sales among the Purchased Assets and the covenant not to compete contained in Section 5.6 and (v) the tax consequences of the liabilities that are not allocable to the Taxable Sales. All such determinations shall be made in a manner consistent with Schedule 1.7 and shall be binding on the parties. The Seller Parties shall provide the Buyer such information and assistance as it reasonably requests in making such determinations. Each party agrees not to assert, in connection with any Tax Return, tax audit or similar proceeding, any position inconsistent with the allocations and determinations described in this Section 5.11(a).

          (b) Within 180 days after the Closing Date, the Seller Parties and Buyer shall jointly prepare IRS Forms 8594 to report the allocations of the Purchase Price attributable to the Taxable Sales in a manner consistent with Section 5.11(a).

          (c) Differences between the fair market value and the tax basis of the Purchased Assets allocable to the Contributions shall be taken into account in the manner required by Section 704(c) of the Code. The Partnership will elect the remedial allocation method of Treas. Reg. § 1.704-3(d) as to all such assets. All other determinations regarding the application of Section 704(c), the determination and maintenance of capital accounts and other tax matters relating to the Contributions and the assets allocable thereto shall be made in the discretion of the Partnership in a manner consistent with the Partnership Agreement. The Seller Parties will be bound by the terms of the Partnership Agreement; among other things, Buyer may, but is not required to, make special allocations to one or more Seller Parties under the Partnership Agreement to cause Limited Partner Units held by any Seller Party to have the same economic characteristics as other outstanding Limited Partner Units.

          Section 5.12 Taxes Upon Conveyance and Transfer. The Sellers shall be responsible for all sales, use, transfer or similar Taxes payable in connection with the sale, transfer and assignment of the Purchased Assets to Buyer; provided, however, that, within 30 days of payment by Sellers, Buyer shall reimburse the Sellers for 100% of any such Taxes remitted by the Sellers (i) in connection with a final assessment of such Taxes by a state or local taxing authority or (ii) with the written consent of Buyer. Buyer shall be entitled to any refunds of such Taxes remitted by the Sellers for which Buyer has reimbursed the Sellers, and the Sellers shall make any required assignments or take any other necessary steps to ensure that Buyer has the right to pursue any refunds of such Taxes. The determination as to whether any position taken by a taxing authority with respect to the Taxes referenced in this Section 5.12 should be contested shall be made by Buyer, who shall control any such contest, proceeding or defense at its own expense. Sellers agree to provide, at Buyer’s request, documentation evidencing the locations of the Vessels as of the Closing Date and to cooperate with Buyer with respect to any procedural steps required by the sales, use, transfer or similar Tax laws of any state or locality having taxing jurisdiction over the Vessels as of the Closing Date to document any exemptions from or reductions of such Taxes for which the transfer of the Vessels or other Purchased Assets may be eligible, including the execution of exemption certificates or affidavits or the filing of any required returns or other forms with state or local taxing authorities.

          Section 5.13 Other Taxes and Charges . Sellers shall be responsible for any Taxes arising out of or relating to the use and operation of the Purchased Assets, the operations of any Seller, or the Operations with respect to periods prior to the Closing. Any (i) property Taxes on the Purchased Assets and (ii) other Taxes, fees, costs or charges assessed on a similar periodic basis in respect of ownership or operation of the Purchased Assets shall be prorated through the Closing (based on estimates of the most recent amounts paid), with Sellers being responsible for all of such prorated charges attributable to the period prior to the Closing and Buyer being responsible for post-closing prorations. To the extent any bills for the items referred to in this Section 5.13 arise after the purchase price adjustments have been made under Section 1.5, promptly upon receipt of any such bill, Buyer or Sellers, as appropriate, shall provide the other with copies thereof for such items for which the other party is responsible pursuant to this Section, and the resulting amount payable by Buyer or Sellers shall be paid promptly upon demand by the party hereto to whom such payment is owed.

          Section 5.14 Condition to Transfer of Contracts. Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that at the Closing, Sellers are

not assigning to Buyer any Contract, Assumed Equipment Lease or IT Contract or other right constituting a Purchased Asset which by its terms requires the consent of any other party unless such consent has been obtained prior to the Closing. With respect to each such unassigned Contract, Assumed Equipment Lease or IT Contract or right (collectively, “Purchased Rights”), after the Closing, Sellers shall continue as the prime contracting party and shall use all reasonable efforts to obtain the consent of all required parties to the assignment of each such Purchased Right, but Buyer shall be entitled to the benefits of each such Purchased Right accruing after the Closing to the extent that Sellers are entitled to such benefits and may provide Buyer with such benefits without violating the terms of such Purchased Right; provided that this Section 5.14 shall not be construed as a guarantee by any of the Seller Parties of payment by any third party under any such Purchased Right.

          Section 5.15 Cooperation with Financings and Financial Reporting; Additional Financial Statements.

          (a) The Seller Parties acknowledge and understand that Buyer or its Affiliates may be required to obtain certain information relating to the Operations, including audited or unaudited financial statements of Sellers, and disclose such information in registration statements and other documents filed with the Commission under the federal securities laws or in disclosure documents given investors or lenders in certain securities offerings or other financings. The Seller Parties agree promptly to prepare and provide to Buyer any such information and to cooperate fully and promptly, and shall cause their Affiliates, accountants, counsel and other agents and representatives to cooperate fully and promptly, with Buyer in connection therewith.

          (b) The Seller Parties will furnish to Buyer as soon as available and in any event within 20 days after the end of each of the Sellers’ fiscal quarters which ends prior to the Closing Date, an unaudited balance sheet of the Sellers as of the end of that fiscal quarter and the related statements of income or operations and stockholders’ or other owners’ equity for that fiscal quarter and for the period of the Sellers’ fiscal year ended with that quarter, in each case (i) setting forth in comparative form the figures for the corresponding portion of the Sellers’ previous fiscal year, (ii) prepared on the same combined, consolidated or other basis on which the Financial Statements were prepared in accordance with GAAP applied on a basis consistent (A) throughout the periods indicated (excepting footnotes) and (B) with the basis on which the Financial Statements were prepared and (iii) certified by the Sellers’ chief accounting officer as to compliance with Section 3.12 of this Agreement.

          Section 5.16 Restrictions on Transfer; Legends .

          (a) The Closing Limited Partner Units may not be transferred (whether by sale, assignment, pledge or otherwise) by the Seller Parties or any Permitted Transferee (i) unless such transfer is registered under the Securities Act or is made pursuant to the exemption from registration under Section 4(1) of the Securities Act or Rule 144 under the Securities Act, (ii) without affording the Partnership the Right of First Refusal and (iii)(A) in a non-Brokers’ Transaction, to any Person that is not a citizen of the United States within the meaning of Section 50501 of Title 46 of the United States Code for the purpose of operating vessels in the coastwise trade of the United States (a “Non-Citizen”) or (B) in a Brokers’ Transaction, knowingly to a Non-Citizen.

          (b) Notwithstanding anything in this Agreement to the contrary, the Stockholder may give as a gift or bequeath Closing Limited Partner Units to any relative of the Stockholder or donate such Closing Limited Partner Units to any trust established by the Stockholder for estate planning purposes, at any time without compliance with the Right of First Refusal or the provisions of Section 5.16(c), such transferee in each case to be hereinafter referred to as a “Permitted Transferee;” provided that (i) the Permitted Transferee in each case agrees in writing to take such Closing Limited Partner Units subject to the transfer restrictions set forth in Section 5.16(a), (ii) such transfer is effected in a transaction registered under the Securities Act or in compliance with an exemption thereunder and (iii) such transfer does not call into question the exemption from registration under which the Closing Limited Partner Units were initially issued by the Partnership to Cenac Towing and the Stockholder.

          (c) Except as permitted by Section 5.16(b), prior to any proposed transfer (whether by sale, assignment, pledge or otherwise) of the Closing Limited Partner Units by a Seller Party or a Permitted Transferee, the proposed transferor (the “Transferor”) will give written notice to the Partnership of its intention to effect such transfer. Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, contain evidence of citizenship of the proposed transferee (for a non-Brokers’ Transaction) and shall be accompanied by a written opinion of legal counsel who shall be reasonably satisfactory to the Partnership, addressed to the Partnership, to the effect that (i) the proposed transfer of the securities in question may be effected without registration under the Securities Act, (ii) such proposed transfer does not call into question the exemption from registration under which such Closing Limited Partner Units were initially issued by the Partnership to any Seller Party and (iii) if a non-Brokers’ Transaction, the proposed transferee is a citizen of the United States within the meaning of Section 50501 of Title 46 of the United States Code for the purpose of operating vessels in the coastwise trade of the United States. Any such legal opinion must be reasonably satisfactory to the Partnership and must state that it may also be relied upon by any applicable transfer agent or stock exchange or counsel to the Partnership. The Partnership may also require a certificate of the Transferor that certifies as to matters that assist the Partnership in establishing compliance with securities laws as at the time of the proposed transfer (including representations relating to the proposed transfer and the transferee of the type set forth in Section 3.25 hereto).

          (d) Upon compliance with the terms hereof to the reasonable satisfaction of the Partnership, the Transferor shall be entitled to transfer such Limited Partner Units in accordance with the terms of the notice delivered by the Transferor to the Partnership.

          (e) The Partnership may issue stop transfer instructions to any transfer agent for the Limited Partner Units in order to implement any restriction on transfer described in this Section 5.16. The Closing Limited Partner Units shall contain the following legend:

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.

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.

On or after the later of (i) the date immediately following the date that is twelve months after the Closing Date and (ii) the date on which there exists no applicable conditions to resale under the Securities Act and the rules and regulations promulgated thereunder, including Rule 144, upon the request of any holder of Closing Limited Partner Units and receipt of opinions or other documents reasonably satisfactory to the Partnership and its transfer agent, the Partnership shall authorize and direct its transfer agent to remove the first paragraph of the foregoing legend from the certificates representing (or other evidence of) any Closing Limited Partner Units. Upon the request of any holder of Closing Limited Partner Units and receipt of opinions or other documents reasonably satisfactory to the Partnership and its transfer agent, the Partnership shall authorize and direct its transfer agent to remove the second paragraph of the foregoing legend, from the certificates representing (or other evidence of) such Closing Limited Partner Units on or after the expiration of such restrictions in accordance with the provisions of this Section 5.16.

          (f) The Partnership shall have no obligation to effect any transfer on its books and records (and no such attempted transfer shall be effective) unless such transfer is made in accordance with the terms of this Section 5.16 and, to the extent applicable, Section 1.6. The Partnership agrees to cooperate with its transfer agent with respect to reasonable requests by a Seller Party in connection with transfers to be made in accordance with the terms of this Section 5.16 or Section 1.6.

          Section 5.17 Compliance with Rule 144 . With a view to making available to Seller Parties the benefits of certain rules and regulations of the Commission that may permit the sale of Closing Limited Partner Units to the public without registration, the Partnership agrees to use its reasonable efforts, from and after the date of this Agreement until the date that is twelve months after the Closing Date, to file with the Commission in a timely manner all reports and other documents required of the Partnership under the Exchange Act.

          Section 5.18 Damage to Vessels

          (a) If, prior to the Closing, any Vessel shall become an actual or constructive total loss, Buyer shall have no obligation to purchase such Vessel and may elect to exclude such Vessel from the Purchased Assets (such that the Vessel becomes Excluded Assets) and reduce the Purchase Price by the amount for which such Vessel would be insurable, such amount to be mutually determined by the Sellers and Buyer. Sellers shall provide notice to Buyer of any such loss no later than 2 days after the occurrence thereof or the Closing Date, if earlier.

          (b) If, prior to the Closing, any Vessel or Vessels sustain damage not amounting to an actual or constructive total loss but in excess of $25,000, the Sellers may elect to repair or cause to be repaired the damage to any such Vessels at their expense prior to Closing. Sellers shall provide notice to Buyer of any such damage no later than 3 days after the

occurrence thereof or 2 days prior to the Closing Date, if earlier. If Sellers elect to repair or cause to be repaired such Vessels at their expense, such notice to Buyer shall include an irrevocable undertaking to such effect. If Sellers do not elect to repair or cause to be repaired such Vessels at their expense in such notice, Buyer may elect (i) to reduce the Purchase Price by the amount necessary to restore any such damaged Vessels to their prior condition or (ii) to exclude such Vessels from the Purchased Assets (such that they become Excluded Assets) and reduce the Purchase Price by the amount for which such Vessels would be insurable, such amount to be mutually determined by the Sellers and Buyer.

          (c) If Buyer and Sellers are unable to mutually determine the amount of any damage or the cost to restore any such damage under this Section 5.18 within 10 days of Buyer’s receipt of notice thereof, the issues remaining in dispute shall be submitted to a nationally recognized marine appraisal firm selected by Sellers from a list of three such firms provided by Buyer (the “Appraisal Firm”), along with all work papers, schedules and calculations related to the matter in dispute. Within 30 days after such submission, the Appraisal Firm shall issue a letter report determining the amount in dispute, which shall be final and binding. Each party shall bear its own expenses in connection with resolving any such dispute, and Sellers and Buyer will each bear half of the fees and costs of the Appraisal Firm.

          (d) This Section 5.18 shall in no way modify or limit Buyer’s rights under Articles VII, VIII or IX or other provisions of this Agreement.

          Section 5.19 Sellers’ Access. From and after the Closing, Buyer shall, after reasonable advance notice, afford Sellers and their officers, attorneys, accountants and other representatives reasonable access to the Purchased Assets during normal business hours necessary for the adequate defense matters described on Schedule 3.6 .

          Section 5.20 Completion of Madeline Cenac. Cenac Towing agrees, at no additional cost to Buyer, to complete the construction of the Madeline Cenac in a safe, skillful and workmanlike manner, in accordance with applicable Laws and good engineering and industry practices and without undue delays or interruptions and, in connection therewith, to provide all labor, including all maintenance, supervision and engineering support, and all equipment and materials, including all supplies, parts, tools, instruments, vehicles and facilities, needed to so complete such construction.

ARTICLE VI
USE OF THE CENAC NAME AFTER CLOSING

          Section 6.1 Use of the Cenac Name . Buyer shall not change the name of any Vessel that bears the “Cenac” name or the designation “CTCO” for two years after the Closing, after which time Buyer shall be free to rename any such Vessel at any time and in its discretion.

          Section 6.2 Grant of Trademark Consent . Subject to the terms and conditions he