Exhibit 10.1
SECOND AMENDMENT TO
TRANSITIONAL OPERATING AGREEMENT
This Second
Amendment to Transitional Operating Agreement (the
“Amendment”) is made and entered into effective as of
June 5, 2009, by and between CENAC TOWING CO., L.L.C.
(successor by way of merger to Cenac Towing Co., Inc.),
(hereinafter referred to as “Cenac Towing”); CENAC
OFFSHORE, L.L.C., a Louisiana limited liability company
(“Cenac Offshore”); CTCO BENEFITS SERVICES,
L.L.C., a Louisiana limited liability company
(“CTCO”) (collectively, the “Cenac
Companies”); MR. ARLEN B. CENAC, JR., a resident of
Houma, Louisiana and the owner of all of the Membership and equity
interests in the Cenac Companies, (the “Stockholder”);
and together with the Cenac Companies, (the
“Operators”); and TEPPCO MARINE SERVICES, LLC, a
Delaware limited liability company, (the
“Owner”).
WHEREAS , the
Owner and the Operators, other than CTCO, entered into that certain
Transitional Operating Agreement (the “Transitional Operating
Agreement”) on February 1, 2008 under which the Operators
agreed to provide certain services relating to marine vessels and
related property all as more particularly described in that
Transitional Operating Agreement;
WHEREAS , the
Owner and the Operators entered into that certain Amended to
Transitional Operating Agreement dated effective March 5, 2009,
amending the Transitional Operating Agreement to make CTCO a party
thereto as one of the Operators and as one of the Cenac Companies
(the Transitional Operating Agreement, as amended, being
hereinafter referred to as the “Agreement”);
and
WHEREAS , the
Owner and the Operators desire to amend the Agreement to add
certain marine vessels and related property for which Operators
shall provide services to Owner.
NOW
THEREFORE , in
consideration of the premises and the mutual benefits to be derived
by each party hereto, the parties hereto agree to amend the
Agreement as follows:
1. The term
“Purchased Operations” is hereby deleted and the
following substituted in lieu thereof:
“ Purchased Operations ”
means the
