exv10w7



 





Exhibit 10.7




EXECUTION VERSION




ASSIGNMENT, ASSUMPTION AND

AMENDMENT NO. 2 TO GUARANTY AGREEMENT




     THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT NO. 2 TO GUARANTY AGREEMENT (this “Amendment”) is
made as of May 21, 2007 by and among TE PRODUCTS PIPELINE COMPANY, LIMITED PARTNERSHIP, a Delaware
limited partnership (“TEPPCO”), MARATHON PETROLEUM COMPANY LLC, a Delaware limited liability
company formerly known as Marathon Ashland Petroleum LLC (“MAP”), and MARATHON OIL CORPORATION, a
Delaware corporation (“MARATHON”).



Recitals




     A. Centennial Pipeline LLC, a Delaware limited liability company (the “Company”), and The
Prudential Insurance Company of America (“Prudential”) entered into a Master Shelf Agreement dated
as of May 4, 2001, as amended by Letter Amendment No. 1 to Master Shelf Agreement dated as of the
date hereof (as so amended, and as the same may be further amended, supplemented or otherwise
modified from time to time, the “Shelf Agreement”), pursuant to which the Company issued and sold
to Prudential the Company’s senior fixed rate term notes, in the aggregate principal amount of
$140,000,000 (the “Notes”).



     B. In connection with the Shelf Agreement, Panhandle Eastern Pipe Line Company (“PEPL”),
TEPPCO and MAP entered into a Guaranty Agreement dated as of May 4, 2001, as amended by Assignment,
Assumption and Amendment No. 1 to Guaranty Agreement (such amendment, “Amendment No. 1”; such
Guaranty Agreement, as so amended, as amended hereby, and as the same may be further amended,
supplemented or otherwise modified from time to time, the “Sponsor Guaranty”). Capitalized terms
used and not otherwise defined herein shall have the respective meanings ascribed to them in the
Sponsor Guaranty.



     C. Pursuant to Amendment No. 1, PEPL assigned to each of TEPPCO and MAP, and TEPPCO and MAP
each assumed, 50% of the duties and obligations of PEPL under the Sponsor Guaranty.



     D. MAP is a wholly owned, indirect subsidiary of Marathon.



     E. MAP wishes to assign all of its rights and obligations under the Sponsor Guaranty to
Marathon, and Marathon wishes to assume all of MAP’s rights and obligations under the Sponsor
Guaranty, (ii) MAP has requested that it be released from all such obligations under the Sponsor
Guaranty, and (iii) TEPPCO and Marathon have requested certain amendments to the Sponsor Guaranty.



     F. TEPPCO, MAP and Marathon have requested that Prudential consent and agree to such
assignment, assumption, release and amendments and, subject to the terms and conditions set forth
herein, Prudential is willing to consent and agree thereto.



 









 





     NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:



     SECTION 1. Assignment, Assumption and Release.



     (a) Assignment. MAP hereby assigns to Marathon all of MAP’s right, title and interest
in, to and under the Sponsor Guaranty.



     (b) Assumption. Marathon hereby accepts the foregoing assignment and assumes and
agrees to perform all of MAP’s duties and obligations under and with respect to the Sponsor
Guaranty.



     (c) Release. The foregoing assignment and assumption is hereby approved, and MAP is
hereby absolutely, unconditionally and irrevocably released and discharged from any and all
obligations under the Sponsor Guaranty.



     SECTION 2. Amendments to Sponsor Guaranty. The Sponsor Guaranty is hereby amended as follows:



     (a) Definition of Guarantors. The term “Guarantors” shall be deemed to refer
collectively to TEPPCO and Marathon.



     (b) Amendments to Section 1(a). Section 1(a) is amended as follows:




     (i) The definition of “Acceptable Credit Support” is amended by deleting clause (v)
thereof in its entirety and replacing such clause (v) with the following:




     “(v) at the sole option of one or more of the other Guarantors, a guaranty of
such Guarantor’s Pro Rata Portion of the Guaranteed Obligations, substantially in
the form of this Guaranty Agreement and provided by one or more of the other
Guarantors which as of such date have a senior unsecured long-term debt rating of
BBB- or better from S&P and Baa3 or better from Moody’s.”




     (ii) The following new definitions are hereby added to such Section 1(a), in the
appropriate alphabetical positions:




     “‘Covenant Default’ shall mean, with respect to any Guarantor, that either (i)
such Guarantor fails to perform or observe any term, covenant or agreement contained
in Section 10(b) of this Guaranty Agreement or (ii) such Guarantor fails to perform
or observe any agreement or covenant contained in Section 10(a) of this Guaranty
Agreement, and, in the case of this clause (ii), such failure shall not be remedied
within 30 days after any Responsible Officer of such Guarantor obtains actual
knowledge thereof.




     ‘Marathon’ shall mean Marathon Oil Corporation, a Delaware corporation.



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     ‘Responsible Officer’ shall mean, with respect to a Guarantor, the chief
executive officer, chief operating officer, chief financial officer or chief
accounting officer, or any other officer involved principally in its financial
administration or its controllership function.”




     (iii) The definition of “Pro Rata Portion” is amended by deleting in its entirety the
table set forth therein and replacing it with the following:


“TEPPCO            50%



Marathon           50%”





     (iv) The definitions of “Split Rating”, “Sponsor Default Event” and “Trigger Event” are
amended by deleting such definitions in their entirety and replacing them with the
following:




     “Split Rating” shall mean, with respect to any Guarantor, that such Guarantor
possesses either (i) a senior unsecured long-term debt rating of BB+ from S&P and a
senior unsecured long-term debt rating of Baa3 or better from Moody’s or (ii) a
senior unsecured long-term debt rating of Ba1 from Moody’s and a senior unsecured
long-term debt rating of BBB- or better from S&P.




     “Sponsor Default Event” shall mean, with respect to any Guarantor, that such
Guarantor (i) possesses either of the following: (A) a senior unsecured long-term
debt rating of BB+ or worse from S&P and a senior unsecured long-term debt rating of
Ba2 or worse from Moody’s, or (B) a senior unsecured long-term debt rating of Ba1 or
worse from Moody’s and a senior unsecured long-term debt rating of BB or worse from
S&P; or (ii) either S&P or Moody’s ceases to maintain a senior unsecured long-term
debt rating for such Guarantor. With respect to any Guarantor, a Sponsor Default
Event shall also be deemed to have occurred if such Guarantor fails to comply with
the provisions of either of clauses (a) or (b) of Section 12 hereof, within the time
periods specified therein.




     “Trigger Event” shall mean, with respect to any Guarantor, that such Guarantor
possesses any of the following: (i) a senior unsecured long-term debt rating of BB+
from S&P and a senior unsecured long-term debt rating of Ba1 from Moody’s; (ii) a
senior unsecured long-term debt rating of BBB- or better from S&P and a senior
unsecured long-term debt rating of Ba2 or worse from Moody’s; or (iii) a senior
unsecured long-term debt rating of Baa3 or better from Moody’s and a senior
unsecured long-term debt rating of BB or worse from S&P.



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     (c) Amendment of Section 12. Section 12 is amended as follows:




     (i) Clause (a) of Section 12 is amended by deleting such clause (a) in its entirety and
replacing it with the following:




     “(a) Split Rating.




     (i) In the event any Guarantor receives a Split Rating, such Guarantor
shall at its option, exercised by written notice to each holder of Notes
within five Business Days after the announcement by S&P or Moody’s, as
applicable, of the rating downgrade that results in such Split Rating,
provide the holders of Notes with either (A) from such Guarantor or the
applicable Subsidiary of such Guarantor holding membership interests in the
Company, as applicable, a first priority perfected pledge of and security
interest in such Guarantor’s or such Subsidiary’s membership interest in the
Company, which shall be subject to no options, rights of first refusal or
other restrictions on transfer, within 10 Business Days following the date
of such notice from such Guarantor, by executing and delivering, or causing
such Subsidiary to execute and deliver, a Pledge Agreement in substantially
the form attached hereto as Exhibit B, and by performing and
satisfying, or causing such Subsidiary to perform and satisfy, all of the
terms and conditions set forth therein with respect to creation and
perfection of such pledge and security interest, or (B) Acceptable Credit
Support within 30 Business Days following the date of such notice from such
Guarantor, which collateral or other credit support shall also be upon terms
and conditions and pursuant to documentation in form and substance
reasonably satisfactory to the Required Holder(s).




     (ii) Any pledge of membership interests by a Guarantor, or by a
Subsidiary of such Guarantor, following such Guarantor’s receipt of a Split
Rating will be released by the holders of Notes if such Guarantor (A)
reestablishes both (I) a senior unsecured long-term debt rating of BBB- or
better from S&P and (II) a senior unsecured long-term debt rating of Baa3 or
better from Moody’s or (B) provides Acceptable Credit Support.




     (iii) For avoidance of doubt, (A) no Credit Fee shall be assessed in
the event of a Split Rating and (B) so long as a Sponsor Default Event shall
not have been deemed to have occurred as a result of a Guarantor’s failure
to comply with the provisions of this Section 12(a) within the time periods
specified herein, the providing of Acceptable Credit Support shall not be
required in the event of a Split Rating, but shall instead be provided only
at the option of the applicable Guarantor in lieu of pledging its membership
interest, or causing its applicable Subsidiary to pledge such Subsidiary’s
membership interest, in the Company.”; and



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     (ii) Clause (d)(i) of such Section 12 is amended by deleting such clause (d)(i) in its
entirety and replacing it with the following:




     “(i) Upon a determination that a Representation Default or a Covenant Default
with respect to any Guarantor has occurred, the Required Holder(s), at their option
and by written notice delivered to such Guarantor, may require that such Guarantor
provide Acceptable Credit Support, which may be in any form of Acceptable Credit
Support other than that specified in clause (iv) of the definition thereof, as
security for payment of such Guarantor’s Pro Rata Portion of the Guaranteed
Obligations.”




     (d) Amendment of Section 13. Section 13 is amended by deleting such Section in its
entirety and replacing it with the following:




	 	“13.	 	 TERMINATION AND RELEASE. Subject to the provisions of Section 7, and except to
the extent that any Guarantor’s obligations arising hereunder prior to such time have
not been fulfilled, this Guaranty Agreement shall terminate and each of the Guarantors
shall be absolutely, unconditionally and irrevocably released and discharged of any and
all obligations hereunder upon the indefeasible payment in full of the Notes and all
other Guaranteed Obligations.”






     (e) Amendment of Section 15. Section 15 is amended by deleting such Section in its
entirety and replacing it with the following:




	 	“15.	 	NOTICES. Unless otherwise specifically provided herein, all notices, consents,
directions, approvals, instructions, requests and other communications required or
permitted by the terms hereof shall be in writing, and any such communication shall
become effective when received, addressed in the following manner: (a) if to TEPPCO, to
it at 1100 Louisiana Street, Houston, TX 77002, Attention: General Counsel, (b) if to
Marathon, to it at 5555 San Felipe Road, Houston, Texas 77056, Attention: Treasurer, or
(c) if to any holder of a Note, to the respective addresses set forth in the
Information Schedule to the Shelf Agreement; provided, however, that
any such addressee may change its address for communications by notice given as
aforesaid to the other parties hereto.”





     SECTION 3. Conditions to Effectiveness. This Amendment shall become effective on the date
hereof (the “Effective Date”), subject to the following conditions:



     (a) Certain Documents. Prudential shall have received the following, each duly
executed and in form, scope and substance satisfactory to Prudential:




     (i) a counterpart of this Amendment;




     (ii) a certificate of the Secretary or other officer of each of TEPPCO (or of its
general partner) and Marathon, (A) attaching resolutions evidencing approval of the
transactions contemplated by this Amendment and any other documents to be executed and
delivered in connection herewith or therewith and the execution, delivery and performance
thereof, authorizing certain officers to execute and deliver the same, and



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certifying that such resolutions were duly and validly adopted and have not since been
amended, revoked or rescinded, (B) attaching copies of the constitutive documents of TEPPCO
(and of its general partner) or Marathon, as applicable, or, in the case of TEPPCO,
certifying that there have been no changes to such constitutive documents since May 4, 2001,
(C) certifying as to the names, titles and true signatures of the officers or other
authorized persons of TEPPCO (or of its general partner) or Marathon, as applicable,
authorized to sign, on behalf of TEPPCO or Marathon, as applicable, this Amendment and any
other documents to be executed and delivered in connection herewith or therewith, (D)
attaching good standing certificates from the jurisdiction of organization of TEPPCO (and of
its general partner) or Marathon, as applicable, and (E) certifying that no dissolution or
liquidation proceedings as to TEPPCO (and its general partner) or Marathon, as applicable,
have been commenced or are contemplated;




     (iii) a favorable opinion of Michael F. Jordan, General Attorney at MAP and New York
counsel for Marathon, a favorable opinion of special New York counsel to TEPPCO and
favorable opinions of counsel to each of TEPPCO (and its general partner) and Marathon (each
such counsel to be reasonably acceptable to such Purchaser), in each case in form, scope and
substance reasonably satisfactory to Prudential, and as to such matters as Prudential may
reasonably require; and




     (iv) any additional documents or certificates as may be reasonably requested by
Prudential.



     (b) Representations and Warranties; No Default; No Material Adverse Effect. After
giving effect to this Amendment and the transactions contemplated hereby, (i) the representations
and warranties of TEPPCO and Marathon contained in this Amendment and the Sponsor Guaranty shall be
true on and as of the date hereof, (ii) there shall exist on the date hereof no Event of Default or
Default (as such terms are defined in the Shelf Agreement), and (iii) on the date hereof there
shall exist or have occurred no condition, event or act which could reasonably be expected to have
a Material Adverse Effect.



     (c) Proceedings. All corporate, partnership, limited liability company and other
actions taken or to be taken in connection with the transactions contemplated hereby and all
documents incident to the foregoing shall be satisfactory in form, scope and substance to
Prudential, and Prudential shall have received all such counterpart originals or certified or other
copies of such documents as Prudential may reasonably request.



     SECTION 4. Representations and Warranties. In order to induce Prudential to consent and agree
to this Amendment, each of Marathon and TEPPCO represents and warrants that after giving effect to
this Amendment, the representations and warranties made by it in the Sponsor Guaranty shall be true
and correct on and as of the Effective Date.



     SECTION 5. Miscellaneous.



     (a) Except as specifically amended herein, the Sponsor Guaranty shall remain in full force and
effect, and is hereby ratified and confirmed.



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     (b) The execution, delivery and effectiveness of this Amendment shall not, except as expressly
set forth herein, operate as a waiver of any right, power or remedy of any holder or holders of
Notes, nor constitute a waiver of any provision of the Sponsor Guaranty, the Shelf Agreement, the
Notes or any other document, instrument or agreement executed and delivered in connection with the
Sponsor Guaranty.



     (c) THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE
PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK.



     (d) This Amendment may be executed in counterparts, each of which shall be deemed an original
and all of which taken together shall constitute one and the same document. Delivery of this
Amendment may be made by telecopy of a duly executed counterpart copy hereof.



[Remainder of Page Intentionally Left Blank; Signature Pages Follow]





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     IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to
execute this Amendment as of the date first above written.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	TE PRODUCTS PIPELINE COMPANY,

  LIMITED PARTNERSHIP
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	TEPPCO GP, Inc., 

its sole general partner
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ William G. Manias
 

	 	 
	 	 	 	 	 	 	Name: William G. Manias
	 	 	 	 	 	 	Title: Vice President and Chief
Financial Officer
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	MARATHON PETROLEUM COMPANY LLC
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ J. Douglas Sparkman	 	 
	 	 	 	 	 	 	 
	 	 	Name: J. Douglas Sparkman
	 	 	Title: Senior Vice President
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	MARATHON OIL CORPORATION
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Paul C. Reinbolt	 	 
	 	 	 	 	 	 	 
	 	 	Name: Paul C. Reinbolt
	 	 	Title: Vice President, Finance & Treasurer






HOLDER OF NOTES (To evidence consent to

the assignment, assumption and amendment hereby

of the Sponsor Guaranty and release of MAP therefrom):




	 	 	 	 	 
	THE PRUDENTIAL INSURANCE COMPANY 

  OF AMERICA	 	 
	 
	 	 	 	 
	By:

	 	/s/ Brian N. Thomas
 

Vice President
	 	 






Signature Page to Assignment, Assumption and

Amendment No. 2 to Guaranty Agreement





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