Exhibit
10.3





AMENDMENT
TO TRANSITIONAL OPERATING
AGREEMENT


This Amendment to Transitional Operating Agreement (the
“Amendment”) is made and entered into effective as of March 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 a 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, including CTCO, desire to amend the Transitional
Operating Agreement to make CTCO a party thereto as one of the Operators and as
one of the Cenac
Companies.


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


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1.The term
“Cenac Companies” as defined in the Transitional Operating Agreement is hereby
amended to include CTCO as one of the Cenac
Companies.


2.The term
“Operators” as defined in the Transitional Operating Agreement is hereby amended
to include CTCO as one of the Operators.


3.All of
the rights, duties and obligations of the Transitional Operating Agreement that
apply to the Cenac Companies and the Operators shall hereinafter also apply to
CTCO which includes, without limitation, that the term “Operator Indemnified
Party” in the Transitional Operating Agreement shall include
CTCO.


4.Without
impacting the effectiveness of the agreements contained in the Sections 1, 2 and
3 hereof, and merely from an abundance of caution with respect to the intent of
the parties to this Amendment, the provisions of Section 8.2 of the Transitional
Operating Agreement that are applicable to Operators shall apply to CTCO. Owner
shall waive and require its insurers to waive any right of subrogation against
CTCO and shall have CTCO names as an insured or additional insured, as the case
may be, in all policies as required by Section 8.2(b) of the Transitional
Operating Agreement.  As soon as possible following the execution
hereof, Owner shall provide to CTCO certificates of insurance evidencing the
insurance coverages for CTCO.


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


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


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


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






TEPPCO
      MARINE SERVICES, LLCBY:
                        /s/  Patricia A.
      TottenName:  PATRICIA
      A. TOTTENTitle:  Vice
      President and General
Counsel






CENAC
      TOWING CO., L.L.CBY:
                        /s/  Arlen B. Cenac,
      Jr.ARLEN
      B. CENAC, JR.Managing
      Member




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






CTCO
      BENEFITS SERVICES, L.L.CBY:
                          /s/  Arlen B. Cenac,
      Jr.ARLEN
      B. CENAC, JR.Managing
      Member




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