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Exhibit 10.7
 EXECUTION VERSION
 ASSIGNMENT, ASSUMPTION AND
AMENDMENT NO. 2 TO GUARANTY AGREEMENT
 Amendment TEPPCO MAP MARATHON
 Recitals
 Company Prudential Shelf Agreement Notes
 PEPL Amendment No. 1 Sponsor Guaranty




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SECTION 1. Assignment, Assumption and Release
 Assignment
 Assumption
 Release
 SECTION 2. Amendments to Sponsor Guaranty
 Definition of Guarantors
 Amendments to Section 1(a)
    Covenant Default
 Marathon
 2




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Responsible Officer
     Split Rating
 Sponsor Default Event
 Trigger Event
 3




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Amendment of Section 12
  Split Rating
 Exhibit B
   4




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Amendment of Section 13
 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.
 Amendment of Section 15
 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. Effective Date
 Certain Documents
   5




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Representations and Warranties; No Default; No Material Adverse Effect
 Proceedings
 SECTION 4. Representations and Warranties
 SECTION 5. Miscellaneous
  6




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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.
  [ Remainder of Page Intentionally Left Blank; Signature Pages Follow ]
 7




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TE PRODUCTS PIPELINE COMPANY,
  LIMITED PARTNERSHIPBy:
    
    TEPPCO GP, Inc., 
its sole general partnerBy:
    
    /s/ William G. ManiasName: William G. ManiasTitle: Vice President and Chief
Financial OfficerMARATHON PETROLEUM COMPANY LLCBy:
    
    /s/ J. Douglas SparkmanName: J. Douglas SparkmanTitle: Senior Vice PresidentMARATHON OIL CORPORATIONBy:
    
    /s/ Paul C. ReinboltName: Paul C. ReinboltTitle: 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 AMERICABy:
    
    /s/ Brian N. Thomas

Vice President
 Signature Page to Assignment, Assumption and
Amendment No. 2 to Guaranty Agreement
 8