Exhibit
10.5


AMENDMENT
NO. 1 TO ASSET PURCHASE AGREEMENT




AMENDMENT
NO. 1, dated as of February 29, 2008 (this “Amendment”), to that
certain Asset Purchase Agreement, dated as of February 1, 2008
(the “Purchase Agreement”), by and 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 (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 the Sellers, the
“Seller Parties”).




RECITALS




WHEREAS,
on February 1, 2008, Buyer purchased the Purchased Assets from the Seller
Parties upon the terms and subject to the conditions set forth in the Purchase
Agreement for the Purchase Price set forth therein;




WHEREAS,
the Purchase Agreement contains a covenant against competition by the Seller
Parties in favor of Buyer, which is subject to an exception
(the “Noncompete Exception”) relating to the Stockholder’s equity
ownership in Horizon Maritime, L.L.C., a Louisiana limited liability company
(“Horizon”);




WHEREAS,
Buyer, Horizon, the Stockholder and the other members of Horizon have executed
an Asset Purchase Agreement, of date even herewith, providing for the purchase
of substantially all of the business operations and assets of Horizon, as
described and upon the terms and subject to the conditions and exceptions set
forth therein; and




WHEREAS,
Buyer and the Seller Parties wish to amend the Purchase Agreement as provided
herein in order, among other things, to eliminate the Noncompete
Exception;




NOW,
THEREFORE, in consideration of the premises, the mutual agreements hereinafter
contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree that,
effective as of the date of this Amendment, the Purchase Agreement shall be
amended as follows:




ARTICLE
I


DEFINITIONS




1.  Definitions.  Unless
otherwise defined herein, capitalized terms used in this Amendment shall have
the respective meaning ascribed to such terms in the Purchase
Agreement.











ARTICLE
II


AMENDMENTS
TO THE PURCHASE AGREEMENT




1.  Amendment to Article V of
the Purchase Agreement.  Section 5.6(a)(i) of the Purchase
Agreement is hereby amended by deleting the following therefrom:






“,
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”




2.  Amendments to Article X of
the Purchase Agreement.




(a)  The
definitions of “Agreements,” “Asphalt Business Limitation” and “Horizon
Maritime” in Section 10.19 are hereby deleted in their entirety.




(b)  Section
10.19 is hereby amended by adding the following in the appropriate alphabetical
location:






“Seller Agreements
shall have the meaning set forth in Section 3.9.”




(c)  The
definition of “Transitional Operating Agreement” is hereby amended and restated
in its entirety to read as follows:






“Transitional Operating
Agreement means that certain Transitional Operating Agreement by and
among Buyer and the Seller Parties in substantially the form attached hereto as
Exhibit C, as
the same may be amended from time to time.”




ARTICLE
III


MISCELLANEOUS




1.  Effect on the Purchase
Agreement.  The Purchase Agreement, as amended by this
Amendment, shall remain in full force and effect and, as so amended, is hereby
ratified and affirmed in all respects.  On and after the date hereof,
each reference in the Purchase Agreement to “this Agreement,” “herein,”
“hereunder” or words of similar import shall mean and be a reference to the
Purchase Agreement as amended by this Amendment.




2.  Assignment, Successors and
No Third-Party Rights.  No party may assign any of its rights
or delegate any of its obligations under this Amendment without the prior
written consent of the other parties, except that Buyer may assign any of its
rights and delegate any of its obligations under this Amendment to a subsidiary
of the Partnership.  Subject to the preceding sentence, this Amendment
will apply to, be binding in all respects upon and inure to the benefit of the
heirs, executors, administrators, successors and permitted assigns of the
parties.  Nothing expressed or referred to in this Agreement will be
construed to give any Person other than the parties to this Amendment any legal
or equitable right, remedy or claim under or with respect to this Agreement or
any provision of this Agreement, except such rights as shall inure to a
successor or permitted assignee pursuant to this Section 2. of Article
III.






2




3.  Choice of
Law.  This Amendment shall be governed by the internal laws of
the State of Texas (without regard to the choice of law provisions
thereof).




4.  Construction; Section
Headings; Table of Contents..  The
language used in this Amendment shall be deemed to be the language the parties
hereto have chosen to express their mutual intent, and no rule of strict
construction will be applied against any party hereto.  The section
headings contained in this Amendment are for reference purposes only and shall
not affect the meaning or interpretation of this Amendment.




5.  Severability.  Any term
or provision (or subpart or portion thereof) of this Amendment which is invalid
or unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Amendment or affecting the validity or enforceability of any of the terms or
provisions of this Amendment in any other jurisdiction.  If any
provision (or subpart or portion thereof) of this Amendment is so broad as to be
unenforceable, the provision shall be interpreted to be only so broad as is
enforceable.




6.  Counterparts.  This
Amendment may be executed in any number of counterparts, each of which shall be
deemed to be an original and all of which together shall be deemed to be one and
the same instrument.

















3


IN
WITNESS WHEREOF, the parties hereto have executed this Amendment on the date
first above written.









TEPPCO
MARINE SERVICES, LLC








By:           /s/
WILLIAM G. MANIAS


William G. Manias


Vice President and


Chief Financial Officer








TEPPCO
PARTNERS, L.P.





By:           Texas
Eastern Products PipelineCompany, LLC, its general partner








By:           /s/
WILLIAM G. MANIAS


William G. Manias


Vice President and


Chief Financial Officer








CENAC TOWING CO.,
INC.








By:           /s/ ARLEN B. CENAC,
JR.


Arlen B. Cenac, Jr.


President








CENAC OFFSHORE,
L.L.C.








By:           /s/ ARLEN B. CENAC,
JR.


Arlen B. Cenac, Jr.


Managing Member





/s/ ARLEN B. CENAC, JR.
                    Arlen
      B. Cenac, Jr.