Exhibit 10.5
TERMINATION OF TRANSITIONAL
OPERATING AGREEMENT
This Termination of Transitional Operating
Agreement (this “Termination”) is made and entered into
effective as of 11:59 PM Houston, Texas time July 31, 2009
(“Effective Date”), by and among CENAC TOWING CO.,
L.L.C. (successor by way of merger to Cenac Towing Co., Inc.),
(hereinafter referred to as “Cenac Towing”); CENAC
OFFSHORE, L.L.C., a Louisiana limited liability company
(“Cenac Offshore”); CTCO BENEFITS SERVICES,
L.L.C., a Louisiana limited liability company
(“CTCO”) (collectively, the “Cenac
Companies”); MR. ARLEN B. CENAC, JR., a resident of
Houma, Louisiana and the owner of all of the Membership and equity
interests in the Cenac Companies, (the “Stockholder”);
and together with the Cenac Companies, (the
“Operators”); and TEPPCO MARINE SERVICES, LLC, a
Delaware limited liability company (the
“Owner”).
WHEREAS, the Owner and the Operators, other than CTCO,
entered into that certain Transitional Operating Agreement (the
“Transitional Operating Agreement”) on February 1, 2008
under which the Operators agreed to provide certain services
relating to marine vessels and related property
all as more particularly described in that Transitional
Operating Agreement;
WHEREAS, the Transitional Operating Agreement has been
amended by that certain Amendment to Transitional Operating
Agreement dated effective March 5, 2009, and that certain Second
Amendment to Transitional Operating Agreement dated effective June
5, 2009 (the Transitional Operating Agreement, as amended, being
hereinafter referred to as the “Agreement”);
and
WHEREAS, t
