Amended and Restated Limited Liability Company Agreement


 Exhibit 10.1 
  
 EXECUTION COPY 
  
 AMENDED AND RESTATED 
 LIMITED LIABILITY COMPANY AGREEMENT 
  
 of 
  
 MARATHON ASHLAND PETROLEUM LLC 
  
 Dated as of December 31, 1998 
  








 TABLE OF CONTENTS 
  


					
	 	  	 	  	Page


	ARTICLE I	  	 
		
	Certain Definitions; Applicable GAAP	  	 
			
	 SECTION 1.01.
	  	Definitions	  	2
	 SECTION 1.02.
	  	Applicable GAAP	  	21
		
	ARTICLE II	  	 
		
	General Provisions	  	 
			
	 SECTION 2.01.
	  	Formation; Effectiveness	  	21
	 SECTION 2.02.
	  	Name	  	22
	 SECTION 2.03.
	  	Term	  	22
	 SECTION 2.04.
	  	Registered Agent and Office	  	22
	 SECTION 2.05.
	  	Purpose	  	23
	 SECTION 2.06.
	  	Powers	  	23
		
	ARTICLE III	  	 
		
	Members	  	 
			
	 SECTION 3.01.
	  	Members; Percentage Interests	  	25
	 SECTION 3.02.
	  	Adjustments in Percentage Interests	  	25
		
	ARTICLE IV	  	 
		
	Capital Contributions; Assumption of Assumed Liabilities	  	 
			
	 SECTION 4.01.
	  	Contributions	  	26
	 SECTION 4.02.
	  	Additional Contributions	  	28
	 SECTION 4.03.
	  	Negative Balances; Withdrawal of Capital; Interest	  	29
		
	ARTICLE V	  	 
		
	Distributions	  	 
			
	 SECTION 5.01.
	  	Distributions	  	29
	 SECTION 5.02.
	  	Certain General Limitations	  	32
	 SECTION 5.03.
	  	Distributions in Kind	  	32

  









					
	 SECTION 5.04.
	  	Distributions in the Event of an Exercise of the Marathon Call Right, Ashland Put Right or the Special Termination Rights	  	32
		
	ARTICLE VI	  	 
		
	Allocations and Other Tax Matters	  	 
			
	 SECTION 6.01.
	  	Maintenance of Capital Accounts	  	33
	 SECTION 6.02.
	  	Allocations	  	33
	 SECTION 6.03.
	  	Tax Allocations	  	35
	 SECTION 6.04.
	  	Tax Elections	  	35
	 SECTION 6.05.
	  	Fiscal Year	  	35
	 SECTION 6.06.
	  	Tax Returns	  	36
	 SECTION 6.07.
	  	Tax Matters Partner	  	37
	 SECTION 6.08.
	  	Duties of Tax Matters Partner	  	37
	 SECTION 6.09.
	  	Survival of Provisions	  	39
	 SECTION 6.10.
	  	Section 754 Election	  	39
	 SECTION 6.11.
	  	Qualified Income Offset, Minimum Gain Chargeback	  	39
	 SECTION 6.12.
	  	Tax Treatment of Designated Sublease Agreements	  	39
	 SECTION 6.13.
	  	Tax Treatment of Reimbursed Liability Payments	  	40
	 SECTION 6.14.
	  	Tax Treatment of Disproportionate Payments	  	40
	 SECTION 6.15.
	  	Allocation of Income, Gains, Losses and Other Items from LOOP LLC and LOCAP, Inc.	  	40
	 SECTION 6.16.
	  	Allocation of Income, Gain, Loss, Deduction and Credits Attributable to Stock-Based Compensation	  	41
		
	ARTICLE VII	  	 
		
	Books and Records	  	 
			
	 SECTION 7.01.
	  	Books and Records; Examination	  	41
	 SECTION 7.02.
	  	Financial Statements and Reports	  	42
	 SECTION 7.03.
	  	Notice of Affiliate Transactions; Annual List	  	44

  

 ii 








					
		
	ARTICLE VIII	  	 
		
	Management of the Company	  	 
			
	 SECTION 8.01.
	  	Managing Members	  	45
	 SECTION 8.02.
	  	Board of Managers	  	45
	 SECTION 8.03.
	  	Responsibility of the Board of Managers	  	46
	 SECTION 8.04.
	  	Meetings	  	46
	 SECTION 8.05.
	  	Compensation	  	48
	 SECTION 8.06.
	  	Quorum	  	48
	 SECTION 8.07.
	  	Voting	  	49
	 SECTION 8.08.
	  	Matters Constituting Super Majority Decisions	  	50
	 SECTION 8.09.
	  	Annual Capital Budget	  	55
	 SECTION 8.10.
	  	Business Plan	  	56
	 SECTION 8.11.
	  	Requirements as to Affiliate Transactions	  	57
	 SECTION 8.12.
	  	Review of Certain Affiliate Transactions Related to Crude Oil Purchases and Shared Services	  	59
	 SECTION 8.13.
	  	Adjustable Amounts	  	61
	 SECTION 8.14.
	  	Company Leverage Policy	  	62
	 SECTION 8.15.
	  	Company’s Investment Guidelines	  	62
	 SECTION 8.16.
	  	Requirements as to Operating Leases	  	62
	 SECTION 8.17.
	  	Limitations on Actions Relating to the Calculation of Distributable Cash	  	63
	 SECTION 8.18.
	  	Reliance by Third Parties	  	63
	 SECTION 8.19.
	  	Integration of Retail Operations	  	63
		
	ARTICLE IX	  	 
		
	Officers	  	 
			
	 SECTION 9.01.
	  	Election, Appointment and Term of Office	  	65
	 SECTION 9.02.
	  	Resignation, Removal and Vacancies	  	66
	 SECTION 9.03.
	  	Duties and Functions of Executive Officers	  	67
		
	ARTICLE X	  	 
		
	Transfers of Membership Interests	  	 
			
	 SECTION 10.01.
	  	Restrictions on Transfers	  	67
	 SECTION 10.02.
	  	Conditions for Admission	  	71
	 SECTION 10.03.
	  	Allocations and Distributions	  	71
	 SECTION 10.04.
	  	Right of First Refusal	  	72
	 SECTION 10.05.
	  	Restriction on Resignation or Withdrawal	  	73

  

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	ARTICLE XI	  	 
		
	Liability, Exculpation and Indemnification	  	 
			
	 SECTION 11.01.
	  	Liability	  	73
	 SECTION 11.02.
	  	Exculpation	  	73
	 SECTION 11.03.
	  	Indemnification	  	74
		
	ARTICLE XII	  	 
		
	Fiduciary Duties	  	 
			
	 SECTION 12.01.
	  	Duties and Liabilities of Covered Persons	  	75
	 SECTION 12.02.
	  	Fiduciary Duties of Members of the Company and Members of the Board of Managers	  	75
		
	ARTICLE XIII	  	 
		
	Dispute Resolution Procedures	  	 
			
	 SECTION 13.01.
	  	General	  	76
	 SECTION 13.02.
	  	Dispute Notice and Response	  	76
	 SECTION 13.03.
	  	Negotiation Between Senior Managers	  	77
	 SECTION 13.04.
	  	Negotiation Between Chief Executive Officer and President	  	77
	 SECTION 13.05.
	  	Right to Equitable Relief Preserved	  	78
		
	ARTICLE XIV	  	 
		
	Rights and Remedies with Respect to Monetary Disputes	  	 
			
	 SECTION 14.01.
	  	Ability of Company to Borrow to Fund Disputed Monetary Amounts	  	78
	 SECTION 14.02.
	  	Interim Payment of Disputed Monetary Amount	  	80
	 SECTION 14.03.
	  	Liquidated Damages	  	80
	 SECTION 14.04.
	  	Right of Set-Off	  	82
	 SECTION 14.05.
	  	Security Interest	  	82

  

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	ARTICLE XV	  	 
		
	Dissolution and Termination	  	 
			
	 SECTION 15.01.
	  	Dissolution	  	83
	 SECTION 15.02.
	  	Winding Up of Company	  	84
	 SECTION 15.03.
	  	Distribution of Property	  	84
	 SECTION 15.04.
	  	Time Limitation	  	85
	 SECTION 15.05.
	  	Termination of Company	  	85
		
	ARTICLE XVI	  	 
		
	Miscellaneous	  	 
			
	 SECTION 16.01.
	  	Notices	  	85
	 SECTION 16.02.
	  	Merger and Entire Agreement	  	86
	 SECTION 16.03.
	  	Assignment	  	86
	 SECTION 16.04.
	  	Parties in Interest	  	87
	 SECTION 16.05.
	  	Counterparts	  	87
	 SECTION 16.06.
	  	Amendment; Waiver	  	87
	 SECTION 16.07.
	  	Severability	  	87
	 SECTION 16.08.
	  	GOVERNING LAW	  	87
	 SECTION 16.09.
	  	Enforcement	  	88
	 SECTION 16.10.
	  	Creditors	  	88
	 SECTION 16.11.
	  	No Bill for Accounting	  	88
	 SECTION 16.12.
	  	Waiver of Partition	  	88
	 SECTION 16.13.
	  	Table of Contents, Headings and Titles	  	89
	 SECTION 16.14.
	  	Use of Certain Terms; Rules of Construction	  	89
	 SECTION 16.15.
	  	Holidays	  	89
	 SECTION 16.16.
	  	Third Parties	  	89
	 SECTION 16.17.
	  	Liability for Affiliates	  	89

  

			
	 Appendix A
	  	Certain Definitions
	 Appendix B
	  	Procedures for Dispute Resolution
		
	 Exhibit A
	  	Speedway SuperAmerica LLC Retail Integration Protocol
		
	 Schedule 1.01
	  	Financed Properties
	 Schedule 4.01(c)
	  	Subleased Property
	 Schedule 4.02(a)-1
	  	Marathon Capital Expenditures
	 Schedule 4.02(a)-2
	  	Ashland Capital Expenditures
	 Schedule 8.01(k)(i)(A)
	  	Closing Date Affiliate Transactions
	 Schedule 8.14
	  	Company Leverage Policy
	 Schedule 8.15
	  	Company Investment Guidelines
	 Schedule A
	  	Calculations re: Normal Annual Capital Budget Amount
	 Schedule B-1
	  	Adjustments to Historical EBITDA (Marathon)
	 Schedule B-2
	  	Adjustments to Historical EBITDA (Ashland)
	 Schedule C
	  	Initial Executive Officers

  

 v 







 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT dated as of December 31, 1998, of MARATHON
ASHLAND PETROLEUM LLC (the “Company”), by and between Marathon Oil Company, an Ohio corporation (“Marathon”), and Ashland Inc., a Kentucky corporation (“Ashland”), as Members. 
  
 Preliminary Statement 
  
 WHEREAS, on June 11, 1997, Marathon and Emro Marketing Company (“Emro
Marketing”) formed the Company (formerly known as “Emro Supply, LLC”) by filing a Certificate of Formation of the Company with the Secretary of State of the State of Delaware and executed the Limited Liability Company Agreement of the
Company pursuant to which Marathon received a 60% interest in the Company and Emro Marketing received a 40% interest in the Company; 
  
 WHEREAS, on July 18, 1997, Emro Marketing assigned its interest in the Company to Marathon and Fuelgas Company, Inc., a wholly owned subsidiary of
Marathon (“Fuelgas”), with Marathon receiving an additional 39% interest in the Company and Fuelgas receiving a 1% interest in the Company, which interest will be transferred to Marathon immediately following the Closing (for purposes of
this Agreement and the other Transaction Documents, all references to Marathon’s interest in the Company shall be deemed to include the 1% interest owned by Fuelgas); 
  
 WHEREAS, on July 18, 1997, Marathon and Fuelgas executed the First Amended and Restated Limited Liability Company Agreement
of the Company and filed an Amended and Restated Certificate of Formation of the Company with the Secretary of State of the State of Delaware; 
  
 WHEREAS, on October 29, 1997, Marathon and Fuelgas filed a Second Amended and Restated Certificate of Formation of the Company with the Secretary of State
of the State of Delaware to change the name of the Company to Marathon Ashland Petroleum LLC; 
  
 WHEREAS, on December 8, 1997, Marathon and Fuelgas executed the Second Amended and Restated Limited Liability Company Agreement of the Company which became effective on December 10, 1997; 
  
 WHEREAS the parties hereto desire that the Company (a) be a premier petroleum
supply, refining, marketing and transportation business, (b) create a highly efficient, cost-effective and competitive petroleum supply, refining, 

  








 
marketing and transportation system, (c) deliver to the Members the highest possible economic value added, (d) be customer-focused and market-driven in its
business strategy, (e) be a respected and responsible member of the communities in which the Company will operate, with a high regard for environmental responsibility and employee safety, and (f) seek to maximize Distributable Cash to the Members
consistent with the foregoing, including capital spending levels which over time are expected to be generally equivalent to the level of non-cash charges; and 
  

WHEREAS the Members entered into this Agreement on January 1, 1998 to set forth the rights and responsibilities of each of them with respect to the
governance, financing and operation of the Company; 
  
 WHEREAS,
the Members have executed Amendment No. 1 to this Agreement as of August 21, 1998, and have executed Amendment No. 2 to this Agreement as of September 1, 1998; and 
  
 WHEREAS, the Members wish to make certain additional amendments to this Agreement, and to restate this Agreement
incorporating such additional amendments as well as the amendments contained in Amendment No. 1 and Amendment No. 2. 
  
 NOW, THEREFORE, the parties hereto hereby agree as follows: 
  
 ARTICLE I 
  
 Certain Definitions; Applicable GAAP 
  
 SECTION 1.01. Definitions. Defined terms used in this Agreement shall have the meanings ascribed to them by definition in this Agreement or in
Appendix A. In addition, when used herein the following terms have the following meanings: 
  
 “Accounting Determination” has the meaning set forth in Section 1.02. 
  
 “Acquisition Expenditures” means, in connection with any acquisition by the Company and its subsidiaries, without duplication (i) the
purchase price paid or to be paid for the net assets or capital stock or other equity interests in connection with such acquisition, (ii) any Indebtedness assumed by the Company and its subsidiaries in connection with any such acquisition, (iii) any
contingent 

  

 2 







 
liabilities assumed or incurred by the Company and its subsidiaries in connection with any such acquisition to the extent that such contingent liabilities
are required to be reflected on the balance sheet of the Company and its subsidiaries in accordance with Financial Accounting Standard Number 5 (or any successor or superseding provision of Applicable GAAP), and (iv) all other costs and expenses
incurred or to be incurred by the Company or any of its subsidiaries in connection with any such acquisition to the extent that such costs and expenses would be capitalized if such acquisition were consummated. 
  
 “Adjustable Amount” has the meaning set forth in Section
8.13. 
  
 “Additional Monetary Amount” has the
meaning set forth in Section 14.03(c). 
  
 “Additional
Required Cash Amount” has the meaning set forth in Section 14.01(a). 
  
 “Adjusted DD&A” means: 
  
 (i) for the twelve-month periods ended December 31, 1995 and 1996, $348 million and $346 million, respectively; 
  
 (ii) for the twelve-month period ended December 31, 1997, the total combined depreciation, depletion and amortization expense of the
Marathon Business and the Ashland Business during such twelve-month period, including, without duplication, (a) any gains (deductions from depreciation, depletion and amortization) or losses (additions to depreciation, depletion and amortization) on
asset retirements during such period and (b) pro forma depreciation, depletion and amortization expense related to the Financed Properties during such period (calculated in the same manner such pro forma depreciation, depletion and amortization
expense was calculated in Schedule A, which considers the placed-in-service dates of the Financed Properties); 
  
 (iii) for the twelve-month period ended September 30, 1998, the sum of: 
  
 (a) the total combined depreciation, depletion and amortization expense of the Marathon Business and the
Ashland Business during the period commencing on October 1, 1997, and ended on the date immediately preceding the Closing Date, 

  

 3 







 
including, without duplication, (1) any gains (deductions from depreciation, depletion and amortization) or losses (additions to depreciation,
depletion and amortization) on asset retirements during such period and (2) pro forma depreciation, depletion and amortization expense related to the Financed Properties during such period (calculated in the same manner such pro forma depreciation,
depletion and amortization expense was calculated in Schedule A, which considers the placed-in-service dates of the Financed Properties); and 
  
 (b) the total depreciation, depletion and amortization expense of the Company and its subsidiaries for the period commencing on the
Closing Date and ended on September 30, 1998, including (1) any gains (deductions from depreciation, depletion and amortization) or losses (additions to depreciation, depletion and amortization) on asset retirements during such period, (2)
depreciation, depletion and amortization expense related to the Garyville Propylene Upgrade Project during such period and (3) depreciation, depletion and amortization expense related to all Company-funded Capital Expenditures, but excluding
(4) depreciation, depletion and amortization expense related to Member-Funded Capital Expenditures and (5) the increase or decrease in such depreciation, depletion and amortization expense related to the Ashland Transferred Assets (including pro
forma depreciation, depletion and amortization expense related to the Financed Properties) resulting from the application of purchase accounting treatment to the transactions contemplated by the Transaction Documents (such purchase accounting
treatment causing an increase or decrease in the estimated useful lives and the net book value of the Ashland Transferred Assets); and 
  
 (iv) for the twelve-month period ended September 30, 1999, and each twelve-month period ended September 30 thereafter, the total
depreciation, depletion and amortization expense of the Company and its subsidiaries for such twelve-month period, including, without duplication, (a) any gains (deductions from depreciation, depletion and amortization) or losses (additions
to depreciation, depletion and amortization) on asset retirements during such period, (b) depreciation, depletion and amortization expense 

  

 4 







 
related to the Garyville Propylene Upgrade Project during such period and (c) depreciation, depletion and amortization expense related to Company-funded
Capital Expenditures but excluding (d) depreciation, depletion and amortization expense related to Member-Funded Capital Expenditures and (e) the increase or decrease in such depreciation, depletion and amortization expense related to the
Ashland Transferred Assets (including pro forma depreciation, depletion and amortization expense related to the Financed Properties) resulting from the application of purchase accounting treatment to the transactions contemplated by the Transaction
Documents (such purchase accounting treatment causing an increase or decrease in the estimated useful lives and the net book value of the Ashland Transferred Assets); 
  
 all as determined on a consolidated basis with respect to (x) in the case of any period ending prior to the Closing Date, Marathon and its
subsidiaries or Ashland and its subsidiaries, as applicable, or (y) in the case of any period ending on or after the Closing Date, the Company and its subsidiaries, in each case in accordance with Applicable GAAP. 
  
 “Adjusted EBITDA” means: 
  
 (i) for the twelve-month periods ended December 31, 1995 and
1996, $657 million and $600 million, respectively; 
  
 (ii) for the twelve-month period ended December 31, 1997, the sum of: 
  
 (a) Historical EBITDA for such twelve-month period, plus 
  
 (b) $80 million, minus 
  
 (c) 38% of an amount equal to (1) the sum of the amounts calculated pursuant to clauses (a) and (b) above
for such twelve-month period less (2) the Adjusted DD&A for such twelve-month period. 
  
 (iii) for the twelve-month period ended September 30, 1998, the sum of: 
  
 (a) for the period commencing on October 1, 1997, and ended on the date immediately preceding the Closing
Date, the sum of: 
  
 (1) Historical EBITDA for
such period, plus 
  

 5 







 (2) $20 million, minus 
  
 (3) 38% of an amount equal to (A) the sum of the amounts calculated pursuant to clauses (1) and (2) above
with respect to such period less (B) the Adjusted DD&A for such period; and 
  
 (b) for the period commencing on the Closing Date and ended on September 30, 1998, the sum of: 
  
 (1) EBITDA of the Company and its subsidiaries for such
period, plus 
  
 (2) $12.4 million, minus

  
 (3) the Tax Distribution Amounts paid or to
be paid in respect of each of the three Fiscal Quarters (or portion thereof) included in such period; and 
  
 (iv) for the twelve-month period ended September 30, 1999 and each twelve-month period ended September 30 thereafter, the sum of:

  
 (a) EBITDA of the Company and its
subsidiaries for such twelve-month period, minus 
  
 (b) the Tax Distribution Amounts paid or to be paid in respect of each of the four Fiscal Quarters included in such twelve-month period; 
  
 all as determined on a consolidated basis with respect to (x) in the case of any period ending prior to the Closing Date, Marathon and its subsidiaries or Ashland and its
subsidiaries, as applicable, or (y) in the case of any period ending on or after the Closing Date, the Company and its subsidiaries, in each case in accordance with then Current GAAP (other than Ordinary Course Lease Expenses which shall be
calculated in accordance with Applicable GAAP). 
  
 “Advanced Amount” has the meaning set forth in Section 14.01(b). 
  

 6 







 “Affiliate Transaction” means any agreement or transaction between the Company or any of
its subsidiaries and any Member or any Affiliate of any Member that: 
  
 (a) for purposes of Section 7.03(a)(i), will result or is reasonably anticipated will result in expenditures, contingent or actual liabilities or benefits to the Company and its subsidiaries in excess of $2 million;

  
 (b) for purposes of Section 7.03(b), is
either (i) outside the ordinary course of the Company and its subsidiaries’ business and results or will result in contingent or actual liabilities or benefits to the Company and its subsidiaries in excess of $100,000 in the applicable Fiscal
Year or (ii) within the ordinary course of the Company and its subsidiaries’ business and results or will result in expenditures, contingent or actual liabilities or benefits to the Company and its subsidiaries (A) in excess of $2 million
individually in the applicable Fiscal Year or (B) when taken together with all other agreements or transactions entered into the same Fiscal Year as such agreement or transaction which are either related to such agreement or transaction or are
substantially the same type of agreement or transaction as such agreement or transaction, in excess of $2 million in the aggregate in the applicable Fiscal Year; and 
  
 (c) for purposes of Section 8.08(k)(i), is either (i) outside the ordinary course of the Company and its
subsidiaries’ business and will result or is reasonably anticipated will result in expenditures, contingent or actual liabilities or benefits to the Company and its subsidiaries in excess of $2 million or (ii) within the ordinary course of the
Company and its subsidiaries’ business and will result or is reasonably anticipated will result in expenditures, contingent or actual liabilities or benefits to the Company and its subsidiaries in excess of $25 million. 
  
 For purposes of this definition of Affiliate Transaction, any guarantee by a
Member or any Affiliate of any Member of any obligations of the Company or any of its subsidiaries that is provided by such Member or such Affiliate without cost to the Company and its subsidiaries shall not be deemed to be an Affiliate Transaction.
Notwithstanding the foregoing, the term “Affiliate Transaction” shall not include any distributions of cash or other property to the Members pursuant to Article V. 
  
 “Affiliate Transaction Dispute Notice” has the meaning set forth in Section 8.11(b). 
  

 7 







 “Aggregate Tax Rate” has the meaning set forth in Section 5.01(a)(i). 
  
 “Agreed Additional Capital Contributions” has the meaning
set forth in Section 4.02(c). 
  
 “Agreement”
means this Limited Liability Company Agreement of the Company, as the same may be amended, restated, supplemented or otherwise modified from time to time. 
  
 “Annual Capital Budget” has the meaning set forth in Section 8.09(a). 
  
 “Applicable GAAP” has the meaning set forth in Section 1.02. 
  
 “Approved Marathon Crude Oil Purchase Program” has the
meaning set forth in Section 8.12. 
  
 “Arbitratable
Dispute” has the meaning set forth in Section 13.04(a). 
  
 “Arbitration Payment Due Date” has the meaning set forth in Section 14.03(a). 
  
 “Arbitration Proceeding” has the meaning set forth in Section 14.01(a). 
  
 “Arbitration Tribunal” has the meaning set forth in Appendix B. 
  
 “Arm’s-Length Transaction” has the meaning set forth in
Section 8.11(a). 
  
 “Ashland Designated Sublease
Agreements” shall mean the Ashland Sublease Agreements attached as Exhibits L-1, L-2, L-3 and L-4 to the Asset Transfer and Contribution Agreement. 
  
 “Ashland-Funded Capital Expenditures” has the meaning set forth in Section 4.02(a). 
  
 “Audited Financial Statements” has the meaning set forth in
Section 7.02(c). 
  
 “Average Annual DD&A”
means: 
  
 (a) for Fiscal Year 1998, the average
of the Adjusted DD&A for the three twelve-month periods ended December 31, 1995, 1996 and 1997; 
  

 8 







 (b) for Fiscal Year 1999, the average of the Adjusted DD&A (i) for the two
twelve-month periods ended December 31, 1996 and 1997 and (ii) for the one twelve-month period ended September 30, 1998; 
  
 (c) for Fiscal Year 2000, the average of the Adjusted DD&A (i) for the twelve-month period ended December 31, 1997 and (ii) for the
two twelve-month periods ending on September 30, 1998 and 1999; and 
  
 (d) for Fiscal Year 2001 and each Fiscal Year thereafter, the average of the Adjusted DD&A for the three twelve-month periods ending on September 30 in each of the three Fiscal Years immediately preceding such
Fiscal Year. 
  
 “Average Adjusted EBITDA” means:

  
 (a) for Fiscal Year 1998, the average of the
Adjusted EBITDA for the three twelve-month periods ended December 31, 1995, 1996 and 1997; 
  
 (b) for Fiscal Year 1999, the average of the Adjusted EBITDA (i) for the two twelve-month periods ended December 31, 1996 and 1997 and
(ii) for the one twelve-month period ended September 30, 1998; 
  
 (c) for Fiscal Year 2000, the average of the Adjusted EBITDA (i) for the twelve-month period ended December 31, 1997 and (ii) for the two twelve-month periods ending on September 30, 1998 and 1999; and 
  
 (d) for Fiscal Year 2001 and each Fiscal Year thereafter,
the average of the Adjusted EBITDA for the three twelve-month periods ending on September 30 in each of the three Fiscal Years immediately preceding such Fiscal Year. 
  
 “Average Annual Level” means for any twelve-month period ending on September 30 of any calendar year, the
average of the level of the Price Index ascertained by adding the twelve monthly levels of the Price Index during such twelve-month period and dividing the total by twelve. 
  
 “Bareboat Charters” has the meaning set forth in Section 9.3(k) of the Asset Transfer and Contribution
Agreement. 
  
 “Base Level” means 161.2.

  

 9 







 “Base Rate” has the meaning set forth in Section 1.01 of the Put/Call, Registration
Rights and Standstill Agreement. 
  
 “Board of
Managers” has the meaning set forth in Section 8.02(a). 
  
 “Bulk Motor Oil Business” has the meaning set forth in Section 14.03(h) of the Put/Call, Registration Rights and Standstill Agreement. 
  

“Business Plan” has the meaning set forth in Section 8.10. 
  
 “Capital Account” has the meaning set forth in Section 6.01. 
  
 “Capital Expenditures” means, for any period, the aggregate
of all expenditures incurred by the Company and its subsidiaries during such period that, in accordance with Applicable GAAP, are or should be included in additions to property, plant or equipment or similar items reflected in the consolidated
statement of cash flows of the Company and its subsidiaries; provided, however, that Capital Expenditures shall not include (a) exchanges of such items for other items, (b) expenditures of proceeds of insurance settlements by the
Company or any of its subsidiaries in respect of lost, destroyed or damaged assets, equipment or other property to the extent such expenditures are made to replace or repair such lost, destroyed or damaged assets, equipment or other property within
18 months of such loss, destruction or damage, (c) funds expended by a Member or an Affiliate of a Member to purchase any Subleased Property that is contributed to the Company or a subsidiary of the Company pursuant to Section 4.01(c)(i)(A) or (d)
Member-Funded Capital Expenditures; all as determined on a consolidated basis with respect to the Company and its subsidiaries in accordance with Applicable GAAP. 
  
 “Capital Lease” means any lease of (or other arrangement conveying the right to use) real or personal
property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a consolidated balance sheet of the Company and its subsidiaries in accordance with Applicable GAAP. 
  
 “Closing Date Affiliate Transactions” has the meaning set
forth in Section 8.08(k)(i)(A). 
  

 10 







 “Company Independent Auditors” has the meaning set forth in Section 7.01. 
  
 “Company Investment Guidelines” has the meaning set forth in
Section 8.15. 
  
 “Company Leverage Policy” has
the meaning set forth in Section 8.14. 
  
 “Competitive
Business” has the meaning set forth in Section 14.01(a) of the Put/Call, Registration Rights and Standstill Agreement. 
  
 “Competitive Third Party” has the meaning set forth in Section 14.01(d) of the Put/Call, Registration Rights and Standstill Agreement.

  
 “Contracting Member” has the meaning set
forth in Section 8.11(b). 
  
 “Covered Person”
means any Member, any Affiliate of a Member or any officers, directors, shareholders, partners, employees, representatives or agents of a Member or their respective Affiliates, or any Representative, or any employee, officer or agent of the Company
or its Affiliates. 
  
 “Critical Decision” means
each Primary Critical Decision and each Other Critical Decision. 
  
 “Critical Decision Termination Date” means (a) in the case of any Other Critical Decision, the first anniversary of the Closing Date or (b) in the case of any Primary Critical Decision, the first anniversary of the Closing
Date or, if the Critical Decision Termination Date shall be extended with respect to such Primary Critical Decision as provided in Section 8.19(c), the fifteen-month anniversary of the Closing Date. 
  
 “Crude Oil Purchases” means any purchase of crude oil by the
Company or any of its subsidiaries from Marathon or any Affiliate of Marathon. 
  
 “Current GAAP” means, at any time, GAAP as in effect at such time. 
  
 “Delinquent Member” has the meaning set forth in Section 14.01(a). 
  

 11 







 “Designated Sublease Agreements” means the Ashland Designated Sublease Agreements and
the Marathon Designated Sublease Agreements. 
  
 “Designated Sublease Amount” means any obligation of a Member to the Company or a subsidiary of the Company under Section 4.01(c) with respect to a Subleased Property or a Designated Sublease Agreement. 
  
 “Dispute” has the meaning set forth in Section 13.01.

  
 “Dispute Notice” has the meaning set forth in
Section 13.02. 
  
 “Disputed Capital Contribution
Amount” has the meaning set forth in Section 13.04(a). 
  
 “Disputed Indemnification Amount” has the meaning set forth in Section 14.01(a). 
  
 “Disputed Monetary Amount” has the meaning set forth in Section 14.01(a). 
  
 “Distributable Cash” means, for each Fiscal Quarter, without duplication: 
  
 (a) the Short-Term Investments of the Company and its
subsidiaries on the last day of such Fiscal Quarter, minus 
  
 (b) the Ordinary Course Debt of the Company and its subsidiaries on the last day of such Fiscal Quarter, minus 
  
 (c) the Tax Distribution Amount to be paid in respect of such Fiscal Quarter, minus 
  
 (d) funds held on the last day of such Fiscal Quarter for
financing Special Projects or Permitted Capital Projects/Acquisitions, minus 
  
 (e) if the notional repayment of principal for Special Project Indebtedness or Permitted Capital Project/Acquisition Indebtedness during such Fiscal Quarter calculated using a notional repayment schedule established
and approved by the Board of Managers in accordance with the Company Leverage Policy was more than the amount of actual principal repayments for such Special Project Indebtedness or Permitted Capital 

  

 12 







 
Project/Acquisition Indebtedness during such Fiscal Quarter, the amount of such excess, plus 
  
 (f) if the amount of the actual principal repayments for Special Project Indebtedness or Permitted Capital
Project/Acquisition Indebtedness during such Fiscal Quarter was more than the notional repayment of principal for such Special Project Indebtedness or Permitted Capital Project/Acquisition Indebtedness during such Fiscal Quarter (calculated in the
manner described in clause (e) above), the amount of such excess, plus or minus 
  
 (g) any adjustments or reserves (including any adjustments for minimum cash balance requirements, including cash reserves for accrued or
withheld Taxes not yet due) in the amounts and for the time periods established and approved by the Board of Managers pursuant to a vote in accordance with Section 8.07(b). 
  
 “Distribution Date” has the meaning set forth in Section 5.01(a). 
  
 “Distributions Calculation Statement” has the meaning set
forth in Section 5.01(c). 
  
 “EBITDA” means for
any period: 
  
 (a) net income, plus 

 
 (b) to the extent deducted in computing such net income,
the sum of (i) estimated or actual Federal, state, local and foreign income tax expense, (ii) interest expense, (iii) depreciation, depletion and amortization expense, (iv) non-cash charges resulting from the cumulative effect of changes in
accounting principles, and (v) non cash lower of cost or market inventory or fixed asset writedowns; minus 
  
 (c) to the extent added in computing such net income, (i) any interest income (excluding interest income on accounts receivable related to
marketing programs), (ii) non-cash gains resulting from the cumulative effect of changes in accounting principles and (iii) non-cash lower of cost or market inventory or fixed asset gains; 
  
 all as determined on a consolidated basis (x) in the case of any period ended prior to the
Closing Date, Marathon and its subsidiaries or Ashland and its subsidiaries, as applicable, or (y) in the case of any period ending on or after the 

  

 13 







 
Closing Date, with respect to the Company and its subsidiaries, in each case in accordance with then Current GAAP. For purposes of this definition,
depreciation, depletion and amortization expense will include any gains (deductions from depreciation, depletion and amortization) or losses (additions to depreciation, depletion and amortization) on asset retirements and excess purchase price
amortization adjustments. For the avoidance of doubt, EBITDA shall not include any revenues or expenses constituting Member-Funded Capital Expenditures or Member-Indemnified Expenditures. 
  
 “Executive Officers” has the meaning set forth in Section 9.01(a). 
  
 “Final Monetary Amount” has the meaning set forth in Section
14.03(a). 
  
 “Financed Properties” means each of
the properties listed in Schedule 1.01. 
  
 “Fiscal
Quarter” means the three-month period ended March 31, June 30, September 30 and December 31 of each Fiscal Year. 
  
 “Fiscal Year” has the meaning set forth in Section 6.05. 
  
 “Fuelgas Interest” means the 1% interest in the Company which is owned by Fuelgas. 
  
 “GAAP” means United States generally accepted accounting
principles applied on a consistent basis. 
  
 “Garyville
Propylene Upgrade Project” means the propylene splitter with a capacity of approximately 800 million pounds per year that is being constructed at the Garyville refinery for the production of propylene. 
  
 “Historical EBITDA” means for any period ending prior to the
Closing Date the sum of: 
  
 (a) EBITDA of the
Marathon Business for such period as adjusted for each of the “EBIT Adjustment” items set forth in lines 10-55 of Schedule B-1 and each of the “Depreciation Adjustment” items set forth in lines 133 through 150 of Schedule B-1, in
each case calculated for such period in the same manner that such adjustments were calculated in Schedule B-1, plus 
  

 14 







 (b) EBITDA of the Ashland Business for such period as adjusted for each of the “EBIT
Adjustment” items set forth in lines 11-56 of Schedule B-2 and each of the “Depreciation Adjustment” items set forth in lines 111-120 of Schedule B-2, in each case calculated for such period in the same manner that such adjustments
were calculated in Schedule B-2; 
  
 all determined on a consolidated basis with
respect to Marathon and its subsidiaries or Ashland and its subsidiaries, as applicable, in accordance with then Current GAAP. 
  
 “Initial GAAP” has the meaning set forth in Section 1.02. 
  
 “Initial Term” has the meaning set forth in Section 2.03. 
  
 “Make-Up Expense” has the meaning set forth in Section
6.02(d). 
  
 “Maralube Express Business” has the
meaning set forth in Section 14.03(d)(i) of the Put/Call, Registration Rights and Standstill Agreement. 
  
 “Marathon Crude Oil Purchase Program” has the meaning set forth in Section 8.12. 
  
 “Marathon Designated Sublease Agreements” shall mean the
Marathon Sublease Agreements attached as Exhibits E-1, E-2 and E-3 to the Asset Transfer and Contribution Agreement. 
  
 “Marathon-Funded Capital Expenditures” has the meaning set forth in Section 4.02(a). 
  
 “Material Adverse Effect” has the meaning set forth in the
Asset Transfer and Contribution Agreement. 
  
 “Member-Funded Capital Expenditures” has the meaning set forth in Section 4.02(a). 
  
 “Member-Indemnified Expenditures” has the meaning set forth in Section 4.02(b). 
  
 “Monetary Dispute” has the meaning set forth in Section
14.01(a). 
  
 “Non-Contracting Member” has the
meaning set forth in Section 8.11(b). 
  

 15 







 “Non-Delinquent Member” has the meaning set forth in Section 14.01. 
  
 “Non-Terminating Member” has the meaning set forth in the
Put/Call, Registration Rights and Standstill Agreement. 
  
 “Normal Annual Capital Budget Amount” means, for each Fiscal Year, an amount equal to the sum of: 
  
 (i) an amount equal to 130% of the Average Annual DD&A for such Fiscal Year, plus 
  
 (ii) if, with respect to any Fiscal Year, (a) the Average
Adjusted EBITDA for such Fiscal Year less the amount calculated pursuant to clause (i) above for such Fiscal Year exceeds (b) $240 million (such excess, the “Excess EBITDA” for such Fiscal Year), the sum of (1) the lesser of: (x)
10% of the Average Annual DD&A for such Fiscal Year and (y) the Excess EBITDA for such Fiscal Year and (2) 50% of the amount by which the Excess EBITDA for such Fiscal Year exceeds an amount equal to 10% of the Average Annual DD&A for such
Fiscal Year. 
  
 An example of the calculation of Adjusted DD&A, Adjusted
EBITDA, Average Annual DD&A, Average Adjusted EBITDA and the Normal Annual Capital Budget Amount is shown in Schedule A. In the event of any inconsistency between such Schedule A and the language of this definition of Normal Annual Capital
Budget Amount, neither shall control over the other. 
  
 “Offer Notice” has the meaning set forth in Section 10.04(a). 
  
 “Ordinary Course Debt” means, without duplication, the aggregate outstanding principal amount of all loans and advances under any committed or uncommitted credit facilities (including any commercial
paper borrowings or borrowings under the Revolving Credit Agreement, but excluding trade payables), provided that Ordinary Course Debt shall not include any Permitted Intercompany Debt, any Special Project Indebtedness or any Permitted
Capital Project Indebtedness. 
  
 “Ordinary Course Lease
Expense” means, with respect to any Fiscal Year, the rental or lease expense for such Fiscal Year of assets rented or financed by operating leases (as determined in accordance with Applicable GAAP). 
  

 16 







 “Original Lease” means the lease or charter underlying a Marathon Designated Sublease
Agreement or an Ashland Designated Sublease Agreement in which Marathon or Ashland, as applicable, is the lessee or charterer. 
  
 “Other Critical Decision” means each of the Level III decisions set forth in paragraphs 2(c)(iii), (v), (vii), (viii) and (ix) of the
Retail Integration Protocol. 
  
 “Packaged Motor Oil
Business” has the meaning set forth in Section 14.03(h) of the Put/Call, Registration Rights and Standstill Agreement. 
  
 “Percentage Interest” has the meaning set forth in Section 3.01. 
  
 “Permitted Capital Project/Acquisition Indebtedness” has the meaning set forth in the Company Leverage
Policy. 
  
 “Permitted Intercompany Debt” has the
meaning set forth in the Company Leverage Policy. 
  
 “Price Index” means the Consumer Price Index for All Urban Consumers of the United States Department of Labor Bureau of Labor Statistics for all Urban Areas (on the 1982-84 equals 100 standard). 
  
 “Primary Critical Decision” means each of the Level III
decisions set forth in paragraphs 2(c)(i), (ii), (iv) and (vi) of the Retail Integration Protocol. 
  
 “Prime Rate” means the rate of interest per annum publicly announced from time to time by Citibank, NA, as its prime rate in effect at
its principal office in New York; each change in the Prime Rate shall be effective on the date such change is publicly announced as being effective. 
  
 “Private Label Packaged Motor Oil Business” has the meaning set forth in Section 14.03(h) of the Put/Call Registration Rights and
Standstill Agreement. 
  
 “Profit and Loss”, as
appropriate, means, for any period, the taxable income or tax loss of the Company and its subsidiaries under Code Section 703(a) and Treasury Regulation Section 1.703-1 for the Fiscal Year, adjusted as follows: 
  
 (a) All items of income, gain, loss or deduction required to
be separately stated pursuant to Code Section 703(a)(1) shall be included; 
  

 17 







 (b) Tax exempt income as described in Code Section 705(a)(1)(B) realized by the Company
during such Fiscal Year shall be taken into account as if it were taxable income; 
  
 (c) Expenditures of the Company described in Code Section 705(a)(2)(B) for such Fiscal Year, including items treated under Treasury
Regulation Section .704-1(b)(2)(iv)(i) as items described in Code Section 705(a)(2)(B), shall be taken into account as if they were deductible items; 
  
 (d) With respect to any property (other than money) which has been contributed to the capital of the Company, “Profit” and
“Loss” shall be computed in accordance with the provisions of Treasury Regulation Section 1.704-1(b)(2)(iv)(g) by computing depreciation, amortization, income, gain, loss or deduction based upon the fair market value of such property at
the date of contribution. Book depreciation (as that term is used in Treasury Regulation Section 1.704-(b)(2)(iv)(g)(3)) for any asset contributed to the Company that was fully depreciated for federal income tax purposes as of the date of its
contribution shall be based on the applicable recovery period (as determined in Code Section 168(c)) for new assets of the same type; 
  
 (e) With respect to any property of the Company which has been revalued as required or permitted by Treasury Regulations under Code
Section 704(b), “Profit” or “Loss” shall be determined based upon the fair market value of such property as determined in such revaluation; and 
  
 (f) With respect to any property of the Company which (i) is distributed in kind to a Member, or (ii) has
been revalued under Section 6.03 upon the occurrence of any event specified in Treasury Regulation Section 1.704-1(b)(2)(iv)(f), the difference between the adjusted basis for federal income tax purposes and the fair market value shall be treated as
gain or loss upon the disposition of such property. 
  
 “Qualified Candidate” has the meaning set forth in Section 9.02(c). 
  
 “Quick Lube Business” has the meaning set forth in Section 14.03(h) of the Put/Call, Registration Rights and Standstill Agreement. 
  
 “Refundable Amount” has the meaning set forth in Section 14.03(d). 
  

 18 







 “Representatives” has the meaning set forth in Section 8.01 
  
 “Response” has the meaning set forth in Section 13.02.

  
 “Retail Integration Protocol” means the
Speedway SuperAmerica LLC Retail Integration Protocol attached hereto as Exhibit A. 
  
 “Revolving Credit Agreement” has the meaning set forth in Section 2.2(a) of the Master Formation Agreement. 
  
 “Section 8.11(b) Affiliate Transaction” has the meaning set forth in Section 8.11(b). 
  
 “Security Interest” has the meaning set forth in Section
14.05(a). 
  
 “Selling Member” has the meaning
set forth in Section 10.04(a). 
  
 “Senior
Manager” has the meaning set forth in Section 13.02. 
  
 “Shared Service” means an administrative service that is provided to the Company or its subsidiaries by Marathon, Ashland or any of their respective Affiliates pursuant to the Shared Services Agreement or provided to
Marathon, Ashland or any of their respective Affiliates by the Company or its subsidiaries pursuant to the Shared Services Agreement. 
  
 “Shared Services Agreement” means the Shared Services Agreement by and among Marathon, Ashland and the Company, including the Schedules
thereto, attached as Exhibit U to the Asset Transfer and Contribution Agreement. 
  
 “Short-Term Investments” means, without duplication, collected or available bank cash balances, the fair market value of any investment made by the Company or any of its subsidiaries pursuant to the
Company’s Investment Guidelines and the fair market value of any investment made by the Company or any of its subsidiaries that should have been made pursuant to the Company’s Investment Guidelines, but excluding Incidental Cash and any
cash balances that represent uncollected funds. 
  
 “Significant Shared Service” means (a) any Shared Service related to the Treasury and Cash Management function and (b) any Shared Service (or group of related Shared 

  

 19 







 
Services) that results or is reasonably anticipated to result in the payment by or to the Company or any of its subsidiaries of more than $2 million in any
contract year in the period during which such Shared Service will be provided. For purposes of determining whether the $2 million threshold of this definition has been satisfied, payments for all Shared Services in each of the following general
administrative areas shall be aggregated within each area specified below and considered related Shared Services: Human Resources; Health, Environment and Safety; Law; Public Affairs; Governmental Affairs; Finance and Accounting (including Internal
Audit); Administrative Services; Information Technology Services; Procurement; Business Development; Aviation; Engineering and Technology; Economics; and Security. 
  
 “Sole Arbitrator” has the meaning set forth in Appendix B. 
  
 “Special Project” has the meaning set forth in the Company
Leverage Policy. 
  
 “Special Project
Indebtedness” has the meaning set forth in the Company Leverage Policy. 
  
 “Special Termination Right” has the meaning set forth in Section 2.01(a) of the Put/Call, Registration Rights and Standstill Agreement. 
  
 “Subleased Property” has the meaning set forth in Section 4.01(c). 
  
 “Super Majority Decision” has the meaning set forth in
Section 8.08. 
  
 “Surplus Cash” has the meaning
assigned to such term in the Company Leverage Policy. 
  
 “Tax Distribution Amount” has the meaning set forth in Section 5.01(a). 
  
 “Tax Liability” means, with respect to a Fiscal Year, a Member’s liability for Federal, state, local and foreign taxes attributable
to taxable income allocated to such Member pursuant to Section 6.03 and Section 10.03, taking into account any Tax deduction or loss specifically allocated to a Member pursuant to this Agreement or any other Transaction Document. 
  
 “Term of the Company” has the meaning set forth in Section
2.03. 
  

 20 







 “Terminating Member” has the meaning set forth in Section 2.01(a) of the Put/Call,
Registration Rights and Standstill Agreement. 
  
 “Unaudited Financial Statements” has the meaning set forth in Section 7.02(a). 
  
 “Valvoline Business” has the meaning set forth in Section 14.03(h) of the Put/Call, Registration Rights and Standstill Agreement.

  
 SECTION 1.02. Applicable GAAP. In connection with the
calculation pursuant to this Agreement of Adjusted DD&A, Capital Expenditures or Ordinary Course Lease Expenses, the determination of whether a lease is a Capital Lease or the determination of whether the Company has entered into an operating
lease for purposes of Section 8.16 (each such calculation or determination, an “Accounting Determination”), the Company shall apply then Current GAAP; provided, however, that if at any time after January 1, 1998, a
change shall occur in GAAP which would result in any Accounting Determination being different under Current GAAP than such Accounting Determination would have been under GAAP as in effect on January 1, 1998 (“Initial GAAP”), then
(a) the Members shall negotiate in good faith to make such amendments to the relevant provisions of this Agreement as shall be required to preserve the economic and other results intended by the Members as of January 1, 1998 with respect to such
Accounting Determination and (b) unless and until such time as the Members shall in good faith mutually agree to such amendments, Initial GAAP shall be applied to make such Accounting Determination or, if the Members shall have previously amended
the relevant provisions of this Agreement pursuant to this Section 1.02 in response to a prior change in GAAP, then GAAP as in effect at the time the most recent such previous amendment was made shall be used to make such Accounting Determination
(the GAAP that is actually applied by the Company in making any such Accounting Determination pursuant to this Agreement being the “Applicable GAAP”). 
  
 ARTICLE II 
  
 General Provisions 
  
 SECTION 2.01. Formation; Effectiveness. The Company has been formed as a limited liability company pursuant to the provisions of the Delaware Act
by the filing of the Certificate of Formation with the Secretary of State of the State of Delaware. Pursuant to Section 18-201(d) of the Delaware Act, the provisions of this Agreement shall be 

  

 21 







 
effective as of the Closing Date. Each Member hereby adopts, confirms and ratifies the Certificate of Formation and all acts taken in connection therewith.
Ashland shall be admitted as a member of the Company upon its execution and delivery of this Agreement. Except as provided in this Agreement, the rights, duties, liabilities and powers of the Members shall be as provided in the Delaware Act.

  
 SECTION 2.02. Name. The name of the Company shall be
Marathon Ashland Petroleum LLC. The Board of Managers may adopt such trade or fictitious names as it may determine. 
  
 SECTION 2.03. Term. Subject to the provisions of Article XV providing for early termination in certain circumstances and the provisions of Article
IX of the Put/Call, Registration Rights and Standstill Agreement, the initial term of the Company (the “Initial Term”) began on the date the Certificate of Formation was filed with the Secretary of State of the State of Delaware,
and shall continue until the close of business on December 31, 2022 and, thereafter, the term of the Company shall be automatically extended for successive 10-year periods unless at least two years prior to the end of the Initial Term or any
succeeding 10-year period, as applicable, a Member notifies the Board of Managers and the other Member in writing that it wants to terminate the term of the Company at the end of the Initial Term or such 10-year period, in which event, the term of
the Company shall not thereafter be extended for a successive ten-year term. The President of the Company shall notify each Member in writing at least six months prior to each such two-year notification date that the Term of the Company will be
automatically extended unless a Member provides a notice to the contrary pursuant to this Section 2.03. The failure of the President of the Company to give such notice, or any defect in any notice so given, shall not affect the Members’ rights
to terminate the Term of the Company pursuant to this Section 2.03, and shall not result in a termination of the Term of the Company unless a Member provides a notice to the contrary pursuant to this Section 2.03. The Initial Term, together with any
such extensions, is hereinafter referred to as the “Term of the Company”. The existence of the Company as a separate legal entity shall continue until the cancelation of the Certificate of Formation in the manner provided in the
Delaware Act. 
  
 SECTION 2.04. Registered Agent and
Office. The name of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, and the address of the registered 

  

 22 







 
agent and the address of the office of the Company in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware
19801. The Board of Managers may change such office and such agent from time to time in its sole discretion. 
  
 SECTION 2.05. Purpose. (a) The purpose of the Company is to engage in any lawful act or activity for which a limited liability company may be
formed under the Delaware Act (either directly or indirectly through one or more subsidiaries). It is the Members’ understanding and intent that (i) the Company will be an independent, self-funding entity, (ii) no additional capital
contributions are expected to be required by the Members and (iii) the administrative requirements of the Company will generally be provided by the Company’s own employees. In furtherance of this understanding and intent, and without limiting
the generality of the foregoing, unless the Members shall mutually agree otherwise, the following administrative functions and services shall be provided substantially by the Company and its subsidiaries’ employees (or by its unaffiliated third
party contractors) under the supervision and control of the Company’s officers: Human Resources; Health, Environment and Safety; Law; Finance and Accounting; Internal Audit; Treasury and Cash Management; and Information Technology. For the
avoidance of doubt, the Members acknowledge and agree that the provision at any time of the specific Shared Services identified and described in Schedule 10.2(e) to the Marathon Asset Transfer and Contribution Agreement Disclosure Letter and
Schedule 10.2(e) to the Ashland Asset Transfer and Contribution Agreement Disclosure Letter to the Company and its subsidiaries by the Members shall not be deemed to violate the requirements of the immediately preceding sentence. 
  
 (b) The Company, and the President on behalf of the Company, may enter into
and perform the Transaction Documents and the Commercial Documents to which the Company is a party without any further act, vote or approval of the Board of Managers or the Members notwithstanding any other provision of this Agreement, the Delaware
Act or other Applicable Law. The President of the Company is hereby authorized to enter into such Transaction Documents and such Commercial Documents on behalf of the Company, but such authorization shall not be deemed a restriction on the power of
the Board of Managers to enter into other agreements on behalf of the Company. 
  
 SECTION 2.06. Powers. In furtherance of its purposes, but subject to all the provisions of this 

  

 23 







 
Agreement, the Company shall have the power and is hereby authorized to: 
  
 (a) acquire by purchase, lease, contribution of property or otherwise, own, operate, hold, sell, convey,
transfer or dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; 
  
 (b) act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and
to exercise all the powers, duties, rights and responsibilities associated therewith; 
  
 (c) take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other
fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; 
  
 (d) borrow money and issue evidences of indebtedness in
furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; 
  
 (e) invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; 

 
 (f) prepay in whole or in part, refinance, recast,
increase, modify or extend any Indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such Indebtedness; 
  
 (g) enter into, perform and carry out contracts of any kind,
including, without limitation, contracts with any person or entity affiliated with any of the Members, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; 
  
 (h) employ or otherwise engage employees, managers,
contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; 
  

 24 







 (i) enter into partnerships, limited liability companies, trusts, associations,
corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and 
  
 (j) do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the
conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Delaware Act. 
  
 ARTICLE III 
  
 Members 
  
 SECTION 3.01. Members; Percentage Interests. The names and addresses of the Members and their respective percentage interests in the Company
(“Percentage Interests”) are as follows: 
  

			
	 Members

	  	Percentage
Interests


	 Marathon Oil Company
	  	62%
	 5555 San Felipe
	  	 
	 P.O. Box 3128
	  	 
	 Houston, TX 77056-2723
	  	 
		
	 Ashland Inc.
	  	38%
	 50 East RiverCenter Boulevard
	  	 
	 P.O. Box 391
	  	 
	 Covington, KY 41012-0391
	  	 

  
 Marathon’s Percentage Interest
shall be deemed to include the Fuelgas Interest. Promptly after the Closing, Marathon will cause Fuelgas to merge with and into Marathon. 
  
 SECTION 3.02. Adjustments in Percentage Interests. Marathon’s and Ashland’s Percentage Interests, and the Percentage Interests of each
other Member, if any, shall be adjusted (a) at the time of any Transfer of such Member’s Membership Interests pursuant to Section 10.02 and (b) at the time of the admission of each new Member pursuant to such terms and conditions as the Board
of Managers from time to time shall determine pursuant to a vote in accordance with Section 8.07(b), in each case to take into account such Transfer or admission of a new Member. 
  

 25 







 ARTICLE IV 
  
 Capital Contributions; Assumption of Assumed Liabilities 
  
 SECTION 4.01. Contributions. (a) On or before the Closing Date, Marathon shall contribute, convey, transfer, assign and deliver to the Company or
shall have contributed, conveyed, transferred, assigned and delivered to the Company, the Marathon Transferred Assets, and Ashland shall contribute, convey, transfer, assign and deliver to the Company or shall have contributed, conveyed,
transferred, assigned and delivered to the Company, the Ashland Transferred Assets, in each case pursuant to terms and conditions of the Asset Transfer and Contribution Agreement. In addition, any additional assets that Marathon or Ashland are
required to contribute, convey, transfer, assign and deliver to the Company at a later date pursuant to the terms and conditions of the Asset Transfer and Contribution Agreement shall be so contributed at such later date. 
  
 (b) The Company shall assume, as of the Closing Date, the Assumed Liabilities
pursuant to the terms of the Asset Transfer and Contribution Agreement. 
  
 (c) Payments or Damages under Designated Sublease Agreements as Contributions. (i) Each Member has agreed, pursuant to the Designated Sublease Agreements to which it is a party, to sublease to the Company or one of its subsidiaries
the assets or property listed on Schedule 4.01(c) (“Subleased Property”) for a nominal consideration in lieu of transferring such property to the Company or such subsidiary, free of any Liens, other than Permitted Encumbrances, as a
capital contribution. 
  
 (A) If at any time
after January 1, 1998 a Member in its capacity as a sublessor shall become the owner of any Subleased Property, such Member shall promptly contribute, convey, transfer, assign and deliver to the Company (or, if the Company so directs, to one of its
subsidiaries) at no cost to the Company or such subsidiary, and the Company hereby agrees to accept, or to cause such subsidiary to accept, such Subleased Property and the related Designated Sublease Agreement shall be terminated with respect to
such Subleased Property, all as more specifically set forth in such Designated Sublease Agreement. In addition, if at any time after January 1, 1998 a Member assigns to the Company (or a subsidiary of the Company) a purchase option with respect to a
Subleased Property pursuant to a Designated Sublease Agreement and the Company or such 

  

 26 







 
subsidiary exercises such purchase option and pays all or a portion of the purchase price therefor, such Member shall promptly reimburse the Company or such
subsidiary such amount so paid and, if not so reimbursed, such amount shall be subject to set-off pursuant to Section 14.04. Any such payment by the Company shall be treated as a distribution to the appropriate Member for capital account purposes,
and any such amount paid to the Company or such subsidiary by a Member in connection with such reimbursement obligation, or to the extent of a set-off applied pursuant to Section 14.04 as a result of such failure to so reimburse, shall be treated as
a capital contribution to the Company. 
  
 (B)
Any amount paid by the Company or any of its subsidiaries under a Designated Sublease Agreement to cure or prevent a payment default by the sublessor Member under the underlying Original Lease shall be reimbursed to the Company or such subsidiary by
such Member, and if not so reimbursed, shall be subject to set-off pursuant to Section 14.04. Any such payment by the Company shall be treated as a distribution to the appropriate Member for capital account purposes, and any such amount paid to the
Company or such subsidiary by a Member in connection with a default of its payment obligations under its respective Designated Sublease Agreements, or to the extent of a set-off applied pursuant to Section 14.04 as a result of such default, shall be
treated as a capital contribution to the Company. 
  
 (C) None of the capital contributions pursuant to (A) and (B) above shall result in any adjustment to the Members’ respective Percentage Interests in the Company. 
  
 (ii) If (A) a Member commences a voluntary case under any applicable bankruptcy, insolvency, liquidation,
receivership, reorganization or other similar law now in effect, or an order for relief is entered against such Member in an involuntary case under any such law and (B) a trustee of such Member rejects a Designated Sublease Agreement of such Member,
then (1) the Member shall be obligated to reimburse the Company for the Loss to the Company as a result of such rejected Designated Sublease Agreement, which Loss, if not so reimbursed, shall be subject to set-off pursuant to Section 14.04 prior to
the interest of such Member in any distributions hereunder and (2) the amount of such Loss shall be deemed to be the loss of use of such 

  

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Subleased Property for the economic life thereof rather than any other period. 
  
 SECTION 4.02. Additional Contributions. (a) Member-Funded Capital Expenditures. For each Capital Expenditure
project identified on Schedule 4.02(a)-1, Marathon shall contribute to the Company the amount of funds necessary to comply with its obligations under Section 7.1(j) of the Asset Transfer and Contribution Agreement with respect to such Capital
Expenditure project as, when and if the Company actually incurs Capital Expenditures related to such Capital Expenditure project (such Capital Expenditures, as, when and if they are funded by Marathon, are referred to herein as the
“Marathon-Funded Capital Expenditures”). For each Capital Expenditure project identified on Schedule 4.02(a)-2, Ashland shall contribute to the Company the amount of funds necessary to comply with its obligations under Section
7.2(k) of the Asset Transfer and Contribution Agreement with respect to such Capital Expenditure project as, when and if the Company actually incurs Capital Expenditures related to such Capital Expenditure project (such Capital Expenditures, as,
when and if they are funded by Ashland, are referred to herein as the “Ashland-Funded Capital Expenditures”, and together with the Marathon-Funded Capital Expenditures, the “Member-Funded Capital Expenditures”).
Each Member-Funded Capital Expenditure shall be treated as a capital contribution to the Company, but shall not result in any adjustment to the Members’ respective Percentage Interests in the Company. To the extent permitted by applicable Tax
law, any Tax deduction by the Company of a Member-Funded Capital Expenditure shall be specially allocated so that each Member will have the Tax benefit of its Member-Funded Capital Expenditures. 
  
 (b) Indemnification Payments as Contributions. Any indemnity amount
paid by Marathon or Ashland to the Company under Article IX of the Asset Transfer and Contribution Agreement (each a “Member-Indemnified Expenditure”) shall be treated as a capital contribution to the Company, but shall not result
in any adjustment to the Members’ respective Percentage Interests in the Company. A determination of whether the associated Loss will be deducted or capitalized by the Company for Tax purposes shall be made by the Company at the direction of
the Indemnifying Party. Any Tax deduction or loss claimed by the Company with respect to the indemnified amount shall be specially allocated to the Indemnifying Party. 
  
 (c) Other Additional Capital Contributions. The Members shall make other additional capital contributions 

  

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(“Agreed Additional Capital Contributions”) pro rata based on their respective Percentage Interests if and to the extent such
capital contributions are approved by the Board of Managers pursuant to a vote in accordance with Section 8.07(b). 
  
 (d) No Third-Party Beneficiaries. The provisions of this Agreement, including without limitation, this Section 4.02, are intended solely to benefit
the Members and, to the fullest extent permitted by Applicable Law, shall not be construed as conferring any benefit upon any creditor of the Company other than the Members, and no such creditor of the Company other than the Members shall be a
third-party beneficiary of this Agreement, and no Member or member of the Board of Managers shall have any duty or obligation to any creditor of the Company to issue any call for capital pursuant to this Agreement. 
  
 SECTION 4.03. Negative Balances; Withdrawal of Capital; Interest.
Neither of the Members shall have any obligation to the Company or to the other Member to restore any negative balance in its Capital Account. Neither Member may withdraw capital or receive any distributions from the Company except as specifically
provided herein. No interest shall be paid by the Company on any capital contributions. 
  
 ARTICLE V 
  
 Distributions

  
 SECTION 5.01. Distributions. (a) Within 45 days
after the end of each Fiscal Quarter during each Fiscal Year, the Company shall distribute to the Members (the date of such distribution being a “Distribution Date”) an amount in cash (the “Tax Distribution Amount”)
determined as follows: 
  
 (i) The maximum Tax
Liability of each Member with respect to its allocable portion (as provided in Section 6.03) of the Company’s estimated taxable income for the portion of such Fiscal Year ending on the last day of such Fiscal Quarter shall be determined, based
upon the highest aggregate marginal statutory Federal, state and local income tax rate (determined taking into account the deductibility, to the extent allowed, of income-based taxes paid to governmental entities) to which any Member may be subject
for the related Fiscal Year (and excluding any deferred taxes) (the “Aggregate Tax Rate”). 
  

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 (ii) If the Tax Liability determined in clause (i) is positive with respect to either
Member, there shall be a cash distribution to each of the Members, in accordance with their Percentage Interests, of an aggregate amount such that neither Member shall have received distributions under this clause and subsection (b) below for such
portion of such Fiscal Year in an amount less than its Tax Liability for such portion of such Fiscal Year. 
  
 (iii) Following a determination by the Company of the Company’s actual net taxable income with respect to a Fiscal Year, the maximum
Tax Liability of each Member with respect to its allocable portion (as provided in Section 6.03) of the Company’s net taxable income for such Fiscal Year shall be determined, based upon the Aggregate Tax Rate. If the maximum Tax Liability of
any Member for the Fiscal Year is in excess of the cash distributions previously made to the Member for such Fiscal Year under clause (ii) above and subsection (b) below, the Company shall make a cash distribution to all the Members, in accordance
with their Percentage Interests, of an aggregate amount such that the excess is eliminated for all the Members. Such distribution shall be made within 45 days of the date the Company’s actual net taxable income is determined. 
  
 (iv) In the event that the Company Independent Auditors
determine pursuant to Section 7.02(d) that the Company’s actual net taxable income with respect to a Fiscal Year is greater than the amount determined by the Company pursuant to clause (iii) above, the Company shall make a determination of the
amount of cash, if any, required to be distributed to the Members, in accordance with their Percentage Interests, such that, after taking into account cash distributions previously made to a Member under clauses (ii) and (iii) above and subsection
(b) below, no Member shall receive less than its Tax Liability for such Fiscal Year based on such higher net taxable income amount. The Company shall, within 15 days after the determination is made, distribute such additional amount of cash to the
Members, in accordance with their Percentage Interests. 
  
 (v) In the event that the Company Independent Auditors determine pursuant to Section 7.02(d) that the Company’s actual net taxable income with respect to a Fiscal Year is less than the amount determined by the
Company pursuant to clause (iii) above, a determination shall be made of the excess Tax Distribution Amount that was distributed to the Members in respect of such 

  

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Fiscal Year based on the Company’s determination of its actual net taxable income and the Company shall deduct from the next Tax Distribution Amount
payable to the Members pursuant to this Section 5.01, the amount of such excess distribution. 
  
 (b) In addition to the distributions pursuant to Section 5.01(a), on each Distribution Date, the Company shall distribute to the Members all Distributable Cash for the Fiscal Quarter to which such Distribution Date
relates provided, however, that the distribution of (i) Distributable Cash pursuant to this paragraph 5.01(b) or (ii) cash pursuant to Section 5.01(a) above, in each case with respect to any Fiscal Quarter may be made in such other
manner and in such other amount as the Members shall agree with respect to such Fiscal Quarter; provided, further, however, that any agreement by any Member with respect to the distribution of either Distributable Cash pursuant to this paragraph
5.01(b) or cash pursuant to Section 5.01(a) for any Fiscal Quarter pursuant to the preceding proviso shall not alter or waive any of the rights of either Member under this Agreement with respect to distributions of Distributable Cash pursuant to
this paragraph 5.01(b) or cash pursuant to Section 5.01(a) with respect to any subsequent Fiscal Quarter. Subject to Section 5.02(b), each such distribution shall be allocated between the Members pro rata based upon their respective
Percentage Interests. 
  
 (c) The Company shall prepare and
distribute to each Member within 45 days after the end of each Fiscal Quarter a statement (a “Distributions Calculation Statement”) setting forth the calculations (in reasonable detail) used by the Company for purposes of
distributions pursuant to this Section 5.01 of (i) the Tax Distribution Amount for each Member for such Fiscal Quarter, (ii) the amount of Distributable Cash for such Fiscal Quarter and (iii) the allocation of such Distributable Cash between the
Members. 
  
 (d) Notwithstanding anything to the contrary in this
Agreement, any agreement reached between the Members to distribute any amount of cash different from the amounts which would be calculated in accordance with the methodology set forth in Section 5.01(a) and Section 5.01(b) above shall not alter or
waive in any manner the obligations of the Company to prepare and deliver the Distributions Calculation Statement as set forth in Section 5.01(c) above, and after any such agreement has been reached the Company shall continue to prepare and deliver
such Distribution Calculation Statement with respect to each Fiscal Quarter as if no such agreement had been reached. 
  

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 SECTION 5.02. Certain General Limitations. (a) Notwithstanding any provision to the contrary
contained in this Agreement, the Company, and the Board of Managers on behalf of the Company, shall not be required to make a distribution to either Member with respect to such Member’s Membership Interests if such distribution would violate
Section 18-607 of the Delaware Act or other applicable law. 
  
 (b) Notwithstanding any other provision of this Article V, all amounts distributed to the Members in connection with a dissolution of the Company or the sale or other disposition of all or substantially all the assets of the Company that
results in a dissolution of the Company shall be distributed to the Members in accordance with their respective Capital Account balances, as adjusted pursuant to Article VI for all Company operations up to and including the date of such
distribution. 
  
 SECTION 5.03. Distributions in Kind. The
Company shall not distribute to the Members any assets in kind unless approved by the Board of Managers pursuant to a vote in accordance with Section 8.07(b). If cash and property in kind are to be distributed simultaneously, the Company shall
distribute such cash and property in kind in the same proportion to each Member, unless otherwise approved by the Board of Managers pursuant to a vote in accordance with Section 8.07(b). For purposes of determining amounts distributable to Members
under Section 5.01, for purposes of determining Profit and Loss under Section 1.01, for purposes of making adjustments to Capital Accounts under Article VI and for purposes of allocations under Article VI, any property to be distributed in kind
shall have the value assigned to such property by the Board of Managers pursuant to a vote in accordance with Section 8.07(b) and such value shall be deemed to be part of and included in Distributable Cash for purposes of determining distributions
to the Members under this Agreement. 
  
 SECTION 5.04.
Distributions in the Event of an Exercise of the Marathon Call Right, Ashland Put Right or the Special Termination Rights. In the event of an exercise by Marathon of its Marathon Call Right or its Special Termination Right or the exercise by
Ashland of its Ashland Put Right or its Special Termination Right pursuant to the Put/Call, Registration Rights and Standstill Agreement, certain distributions to Ashland or Marathon, as applicable, will be suspended in accordance with the
provisions of Section 5.01 thereof. 
  

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 ARTICLE VI 
  
 Allocations and Other Tax Matters 
  
 SECTION 6.01. Maintenance of Capital Accounts. An account (a “Capital Account”) shall be established and maintained in the
Company’s books for each Member in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv) and to which the following provisions apply to the extent not inconsistent with such Regulation: 
  
 (a) There shall be credited to each Member’s Capital Account (i) the
amount of money contributed by such Member to the Company (including liabilities of the Company assumed by such Member as provided in Treasury Regulation Section 1.704-1(b)(2)(iv)(c)), (ii) the fair market value of any property contributed by the
Member to the Company (net of liabilities secured by such contributed property that the Company is considered to assume or take subject to under Code Section 752), and (iii) such Member’s share of the Company’s Profit; 
  
 (b) There shall be debited from each Member’s Capital Account (i) the
amount of money distributed to such Member by the Company (including liabilities of such Member assumed by the Company as provided in Treasury Regulation Section 1.704-1(b)(2)(iv)(c)) other than amounts which are in repayment of debt obligations of
the Company to such Member, (ii) the fair market value of property distributed to such Member (net of liabilities secured by such property that such Member is considered to assume or take subject to under Code Section 752), and (iii) such
Member’s share of the Company’s Loss; 
  
 (c) To each
Member’s Capital Account there shall be credited, in the case of an increase, or debited, in the case of a decrease, such Member’s share of any adjustment to the adjusted basis of Company assets pursuant to Code Section 734(b) or Code
Section 743(b) to the extent provided by Treasury Regulation Section 1.704-(b)(2)(iv)(m); and 
  
 (d) Upon the transfer of all or any part of the Membership Interests of a Member, the Capital Account of the transferee Member shall include the portion of the Capital Account of the transferor Member attributable to
such transferred Membership Interest (or portion thereof). 
  
 SECTION 6.02. Allocations. (a) Except as provided in Section 6.02(b), 6.02(c), 6.02(d) and 6.02(e), Profit or Loss for any Fiscal Year shall be allocated 

  

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between the Members in proportion to their respective Percentage Interests. 
  
 (b) To the extent any Tax deduction or loss is specifically allocated to a Member pursuant to this Agreement (other than
pursuant to Section 6.03) or any other Transaction Document, including any deduction or loss indemnified by a Member, any Member-Funded Capital Expenditure, any Member-Indemnified Expenditure and any special allocations pursuant to Sections 6.12,
6.13, 6.14, 6.15 and 6.16 the associated Profit and Loss shall be allocated to the same Member. 
  
 (c) Depreciation and amortization with respect to any asset contributed by a Member to the Company shall be allocated solely to such Member. 

 
 (d) If any asset contributed by a Member is sold or otherwise disposed of
prior to the time such asset has been completely depreciated or amortized for Federal income tax purposes, the Member contributing such property shall be allocated an expense (“Make-Up Expense”) equal to (i) the remaining tax basis of the
asset at the time of the sale or other disposition, multiplied by (ii) the other Member’s Percentage Interest at the time of such sale or other disposition. The contributing Member shall be allocated Make-Up Expense over the remaining tax life
of the asset at the time of sale or other disposition at the same rate as depreciation or amortization would have been allocated to such Member if the sale or other disposition had not occurred. Make-Up Expense allocated to a Member shall be taken
from and reduce the amount of expenses allocated to the other Member. The purpose for this provision is to allocate to a Member, with respect to depreciable or amortizable assets contributed by such Member, a total amount of deductions and cost
recovery allowances equal to 100% of the basis of such assets at the time of contribution. 
  
 (e) In the event that the Company sells or otherwise disposes of all or substantially all its assets or engages in any other transaction that will lead to a liquidation of the Company, then, notwithstanding the
foregoing provisions of this Section 6.02, (i) any Profit or Loss realized by the Company in such transaction and (ii), to the extent necessary, any other Profit or Loss in the Fiscal Year such transaction occurs or thereafter (and, in each case, to
the extent necessary, constituent items of income, gain, loss, deduction and credit) shall be specially allocated as between the Members as required so as to cause 

  

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in so far as possible each Member’s Capital Account balance to be proportionate to its Percentage Interest. 
  
 SECTION 6.03. Tax Allocations. (a) For income tax purposes only, each
item of income, gain, loss, deduction and credit of the Company as determined for income tax purposes shall be allocated between the Members in accordance with the corresponding allocation in Section 6.02, subject to the requirements of Section
704(c) of the Code. 
  
 (b) The Members acknowledge and agree that
Section 704(c) shall be applied using the so-called “traditional method with curative allocations” set forth in Treasury Regulation Section 1.704-3(c). Curative allocations of income, gain, loss or deduction shall, to the extent possible,
have substantially the same effect on each Member’s Federal income tax liability as the item of income, gain, loss or deduction for which allocation is limited. 
  
 (c) By reason of the special allocation of book depreciation and amortization with respect to the assets contributed by the
Members pursuant to Section 6.02(c), tax depreciation and amortization with respect to each such asset shall be allocated solely to the contributing Member. 
  
 (d) Items described in this Section 6.03 shall neither be credited nor charged to the Members’ Capital Accounts. 
  
 SECTION 6.04. Tax Elections. (a) The Members intend that the Company
be treated as a partnership for Federal income tax purposes. Accordingly, neither the Tax Matters Partner nor either Member shall file any election or return on its own behalf or on behalf of the Company that is inconsistent with that intent.

  
 (b) Any elections or other decisions relating to tax matters
that are not expressly provided for herein, including the determination of the fair market value of contributed property and the decision to adjust the Capital Accounts to reflect the fair market value of the Company’s assets upon the
occurrence of any event specified in Treasury Regulation Section 1.704-1(b)(2)(iv)(f), shall be made jointly by the Members in any manner that reasonably reflects the purpose and intention of this Agreement. 
  
 SECTION 6.05. Fiscal Year. The fiscal year (the “Fiscal
Year”) of the Company for tax and accounting purposes shall be the 12-month (or shorter) period ending on the last day of December of each year. 
  

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 SECTION 6.06. Tax Returns. (a) The Company shall cause to be prepared and timely filed all
Federal, state, local and foreign income tax returns and reports required to be filed by the Company and its subsidiaries. The Company shall provide copies of all the Company’s Federal, state, local and foreign tax returns (and any schedules or
other required filings related to such returns) that reflect items of income, gain, deduction, loss or credit that flow to separate Member returns, to the Members for their review and comment prior to filing, except as otherwise agreed by the
Members. The Members agree in good faith to resolve any difference in the tax treatment of any item affecting such returns and schedules. However, if the Members are unable to resolve the dispute, the position of the Tax Matters Partner shall be
followed if nationally recognized tax counsel acceptable to both Members provides an opinion that substantial authority exists for such position. Substantial authority shall be given the meaning ascribed to it in Code Section 6662. If the Members
are unable to resolve the dispute prior to the due date for filing the return, including approved extensions, the position of the Tax Matters Partner shall be followed, and amended returns shall be filed if necessary at such time the dispute is
resolved. The costs of the dispute shall be borne by the Company. The Members agree to file their separate Federal income tax returns in a manner consistent with the Company’s return, the provisions of this Agreement and in accordance with
applicable Federal income tax law. 
  
 (b) The Company shall elect
the most rapid method of depreciation and amortization allowed under Applicable Law, unless the Members agree otherwise. The failure of either Member to agree that the Company should elect a less rapid method of depreciation or amortization is not
subject to any dispute resolution provisions. 
  
 (c) The Members
shall provide each other with copies of all correspondence or summaries of other communications with the Internal Revenue Service or any state, local or foreign taxing authority (other than routine correspondence and communications) regarding the
tax treatment of the Company’s operations. No Member shall enter into settlement negotiations with the Internal Revenue Service or any state, local or foreign taxing authority with respect to any issue concerning the Company’s income,
gains, losses, deductions or credits if the tax adjustment attributable to such issue (assuming the then current Aggregate Tax Rate) would be $2 million or greater, without first giving reasonable advance notice of such intended action to the other
Member. 
  

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 SECTION 6.07. Tax Matters Partner. (a) Initially, Marathon shall be the “Tax Matters
Partner” of the Company within the meaning of Section 6231(a)(7) of the Code, and shall act in any similar capacity under state, local or foreign law, but only with respect to returns for which items of income, gain, loss, deduction or credit
flow to the separate returns of the Members. In the event of a transfer of any Member’s interest in the Company, the Tax Matters Partner shall be the Member with the largest Percentage Interest following such transfer. 
  
 (b) The Tax Matters Partner shall incur no liability (except as a result of
the gross negligence or willful misconduct of the Tax Matters Partner) to the other Member including, but not limited to, liability for any additional taxes, interest or penalties owed by the other Member due to adjustments of Company items of
income, gain, loss, deduction or credit at the Company level. 
  
 SECTION 6.08. Duties of Tax Matters Partner. (a) Except as provided in Section 6.08(b), the Tax Matters Partner shall cooperate with the other Member and shall promptly provide the other Member with copies of notices or other
materials from, and inform the other Member of discussions engaged in with, the Internal Revenue Service or any state, local or foreign taxing authority and shall provide the other Member with notice of all scheduled administrative proceedings,
including meetings with agents of the Internal Revenue Service or any state, local or foreign taxing authority, technical advice conferences, appellate hearings, and similar conferences and hearings, as soon as possible after receiving notice of the
scheduling of such proceedings, but in any case prior to the date of such scheduled proceedings. 
  
 (b) The duties of the Tax Matters Partner under Section 6.08(a) shall not apply with respect to notices, materials, discussions, proceedings, meetings,
conferences, or hearings involving any issue concerning the Company’s income, gains, losses, deductions or credits if the tax adjustment attributable to such issue (assuming the then current Aggregate Tax Rate) would be less than $2 million
except as otherwise required under Applicable Law. 
  
 (c) The Tax
Matters Partner shall not extend the period of limitations or assessments without the consent of the other Member, which consent shall not be unreasonably withheld. 
  
 (d) The Tax Matters Partner shall not file a petition or complaint in any court, or file any claim, 

  

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amended return or request for an administrative adjustment with respect to partnership items, after any return has been filed, with respect to any issue
concerning the Company’s income, gains, losses, deductions or credits if the tax adjustment attributable to such issue (assuming the then current Aggregate Tax Rate) would be $2 million or greater, unless agreed by the other Member. If the
other Member does not agree, the position of the Tax Matters Partner shall be followed if nationally recognized tax counsel acceptable to both Members issues an opinion that a reasonable basis exists for such position. Reasonable basis shall be
given the meaning ascribed to it for purposes of applying Code Section 6662. The costs of the dispute shall be borne by the Company. 
  
 (e) The Tax Matters Partner shall not enter into any settlement agreement with the Internal Revenue Service or any state, local or foreign taxing
authority, either before or after any audit of the applicable return is completed, with respect to any issue concerning the Company’s income, gains, losses, deductions or credits, unless any of the following apply: 
  
 (i) both Members agree to the settlement; 
  
 (ii) the tax effect of the issue if resolved adversely would
be, and the tax effect of settling the issue is, proportionately the same for both Members (assuming each otherwise has substantial taxable income); 
  
 (iii) the Tax Matters Partner determines that the settlement of the issue is fair to both Members and the amount of the tax adjustment
attributable to such issue (assuming the then current Aggregate Tax Rate) would be less than $2 million; or 
  
 (iv) nationally recognized tax counsel acceptable to both Members determines that the settlement is fair to both Members and is one it
would recommend to the Company if both Members were owned by the same person and each had substantial taxable income. 
  
 In all events, the costs incurred by the Tax Matters Partner in performing its duties hereunder shall be borne by the Company in accordance with the Shared Services
Agreement. 
  
 (f) The Tax Matters Partner may request extensions
to file any tax return or statement without the written consent of, but shall so inform, the other Member. 
  

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 SECTION 6.09. Survival of Provisions. The provisions of this Agreement regarding the
Company’s tax returns and Tax Matters Partner shall survive the termination of the Company and the transfer of any Member’s interest in the Company and shall remain in effect for the period of time necessary to resolve any and all matters
regarding the federal, state, local and foreign taxation of the Company and items of Company income, gain, loss, deduction and credit. 
  
 SECTION 6.10. Section 754 Election. In the event that a Member purchases the Membership Interests of a Selling Member pursuant to Section 10.04,
the purchasing Member shall have the right to direct the Tax Matters Partner to make an election under Section 754 of the Code. The purchasing Member shall pay all costs incurred by the Company in connection with such election, including any costs
borne by the Company to maintain records required as a result of such election. The purchasing Member, at its option and expense, may maintain on behalf of the Company any records required as a result of such election. 
  
 SECTION 6.11. Qualified Income Offset, Minimum Gain Chargeback.
Notwithstanding anything to the contrary in this Agreement, there is hereby incorporated a qualified income offset provision which complies with Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and minimum gain chargeback and partner minimum
gain chargeback provisions which comply with the requirements of Treasury Regulation Section 1.704-2 and such provisions shall apply to the allocation of Profits and Losses. 
  
 SECTION 6.12. Tax Treatment of Designated Sublease Agreements. (a) For purposes of Article VI, Ashland or Marathon,
as the case may be, shall be treated as transferring to the Company all of its interest in Subleased Property pursuant to an Ashland Designated Sublease Agreement or a Marathon Designated Sublease Agreement, as if the leasehold interest in such
Subleased Property was an Ashland Transferred Asset or a Marathon Transferred Asset. 
  
 (b) Payments under the Original Lease made by Ashland or Marathon, as the case may be, after the effective date of the Ashland Designated Sublease Agreement or Marathon Designated Sublease Agreement, as the case may
be, shall be treated as made by the Company or its subsidiaries, and then immediately reimbursed by Ashland or Marathon, as the case may be. 
  
 (c) All items of loss, deduction and credit attributable to payments under the Original Lease made by 

  

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Ashland or Marathon, as the case may be, including payments by the Company or any of its subsidiaries that are charged to Ashland or Marathon by set-off or
other means, shall be allocated entirely to the Member incurring such payments. 
  
 (d) Depreciation and amortization deductions, if any, as well as any deductions or offsets to taxable income or gain, attributable to property described in the Ashland Designated Sublease Agreements or the Marathon
Designated Sublease Agreements, as the case may be, shall be allocated entirely to Ashland or Marathon, as the case may be, except to the extent such deductions or offsets are attributable to amounts paid by the Company or any of its subsidiaries
and not reimbursed by Ashland or Marathon, as the case may be, either directly or indirectly. 
  
 SECTION 6.13. Tax Treatment of Reimbursed Liability Payments. Any tax deduction or loss attributable to payments by the Company or any of its subsidiaries of Assumed Liabilities, as described in Schedules
2.3(d) and 3.3(d) to the Asset Transfer and Contribution Agreement, that are reimbursed by a Member either directly or indirectly, shall be allocated entirely to such Member. 
  
 SECTION 6.14. Tax Treatment of Disproportionate Payments. Except as otherwise provided in this Agreement or in any
other Transaction Document, any Tax deduction or loss reflected on a Tax return, report or other Tax filing by the Company, attributable to (i) payments made or costs incurred by a Member, (ii) payments made or costs incurred by the Company and
reimbursed or to be reimbursed by a Member and (iii) payments made or costs incurred by the Company and not shared among the Members based on their Percentage Interests, shall be allocated among the Members to take into account the amounts paid,
incurred, reimbursed or shared by each. 
  
 SECTION 6.15.
Allocation of Income, Gains, Losses and Other Items from LOOP LLC and LOCAP, Inc. (a) Income, gains, losses, deductions, credits, adjustments, tax preferences and other distributive share items with respect to the Company’s interest in
LOOP LLC, a tax partnership, for periods beginning on or after the Closing, shall be allocated between the Members in such a manner so that, when such items are included with the same items allocated to Ashland with respect to the Ashland LOOP/LOCAP
Interest, each Member is allocated all such items in proportion to its respective Percentage Interest in the Company. 
  
 (b) In determining the Capital Account for each Member, (i) Ashland shall be treated as contributing the 

  

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Ashland LOOP/LOCAP Interest to the Company, (ii) Profit and Loss shall be treated as including taxable income, gain, loss and distributions arising from
Ashland’s 4% interest in LOOP LLC and (iii) dividends and distributions that Ashland receives from LOOP LLC or LOCAP, Inc. in respect of the Ashland LOOP/LOCAP Interest and paid to the Company pursuant to Section 7.2(i) of the Asset Transfer
and Contribution Agreement shall be treated as being received directly by the Company. 
  
 SECTION 6.16. Allocation of Income, Gain, Loss, Deduction and Credits Attributable to Stock-Based Compensation. Each item of income, gain, loss, deduction (excluding deductions for administrative costs incurred
by the Company) and credit attributable to the grant to, or the exercise by or on behalf of, an employee or retired employee of the Company of a stock option, stock appreciation right, or other stock-based incentive compensation involving the stock
of a Member or an Affiliate of a Member shall be allocated to the Member whose stock or whose Affiliate’s stock is involved. Any exercise price paid by or on behalf of the employee or retired employee to the Company shall be paid over to the
Member whose stock (or whose Affiliate’s stock) is involved. A Member’s Capital Account shall be (i) increased by the fair market value of its (or its Affiliate’s) stock delivered to or on behalf of an employee or retired employee as
aforesaid (without duplication to the extent such stock is first contributed to the Company), (ii) decreased (pursuant to Section 6.01(a)(iii) or (b)(iii)) by the deduction allocated to such Member as aforesaid and (iii) decreased by the amount of
the exercise price so paid over by the Company or deemed to be paid over by the Company under principles analogous to those in Treasury Regulation Section 1.83-6(d)(1). 
  
 ARTICLE VII 
  
 Books and Records 
  
 SECTION 7.01. Books and Records; Examination. The Board of Managers shall keep or cause to be kept such books of account and records with respect
to the Company’s business as they may deem appropriate. Each Member and its duly authorized representatives shall have the right at any time to examine, or to appoint independent certified public accountants (the fees of which shall be paid by
such Member) to examine, the books, records and accounts of the Company and its subsidiaries, their operations and all other matters that such Member may wish to examine, including, without limitation, all documentation relating to actual or
proposed transactions with either Member or any Affiliate of either 

  

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Member. The Company, and the Board of Managers, shall not have the right to keep confidential from the Members any information that the Board of Managers
would otherwise be permitted to keep confidential from the Members pursuant to Section 18-305(c) of the Delaware Act. The Company’s books of account shall be kept using the method of accounting determined by the Board of Managers. The Company
Independent Auditors (the “Company Independent Auditors”) shall be an independent public accounting firm selected by the Board of Managers pursuant to a vote in accordance with Section 8.07(b) or Section 8.07(c), as applicable, and
shall initially be Price Waterhouse LLP. 
  
 SECTION 7.02.
Financial Statements and Reports. (a) Unaudited Monthly Financial Statement (i) The Company shall prepare and send to each Member (at the same time) promptly, but in no event later than noon on the 15th Business Day after the last day of each month, the following unaudited financial statements with respect to the Company and its subsidiaries: a
balance sheet, a statement of operations, a statement of cash flows and a statement of changes in capital (collectively, “Unaudited Financial Statements”) as at the end of and for such month. 
  
 (ii) The Company shall prepare and send to each Member
promptly, but in no event later than noon on the 20th Business Day after the last day of each month, an unaudited financial summary booklet containing a breakdown of such operating and financial information by major department or division of the
Company and its subsidiaries as at the end of and for such month as either Member shall reasonably request; provided that each Member shall be provided with the same information at the same time as the other Member. 
  
 (b) Unaudited Quarterly Financial Statements. The Company shall
prepare and send to each Member (at the same time) promptly, but in no event later than the 30th day after the last day of each Fiscal Quarter, (i) Unaudited Financial Statements as at the end of and for such Fiscal Quarter; (ii) a management’s
discussion and analysis of financial condition and results of operations section prepared in accordance with Rule 303 of Regulation S-K of the Securities Act with respect to such Fiscal Quarter; and (iii) an unaudited statement of changes in the
Members’ capital accounts as at the end of and for such Fiscal Quarter. 
  
 (c) Audited Annual Financial Statements. Within 75 days after the end of each Fiscal Year, the Board of 

  

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Managers shall cause (i) an examination to be made, at the expense of the Company, by the Company Independent Auditors, covering (A) the assets, liabilities
and capital of the Company and its subsidiaries, and the Company’s and its subsidiaries’ operations during such Fiscal Year, (B) an examination of the Distributions Calculation Statement for such Fiscal Year, and (C) all other matters
customarily included in such examinations and (ii) to be delivered to each Member (at the same time) a copy of the report of such examination, stating that such examination has been performed in accordance with generally accepted auditing standards,
together with (1) the following financial statements with respect to the Company and its subsidiaries certified by such accountants as having been prepared in accordance with GAAP: a balance sheet, a statement of operations, a statement of cash
flows and a statement of changes in capital as at the end of and for such Fiscal Year (collectively, the “Audited Financial Statements”) and (2) a management’s discussion and analysis of financial condition and results of
operations section prepared in accordance with Rule 303 of Regulation S-K of the Securities Act with respect to such Fiscal Year. The Company shall prepare the Audited Financial Statements in such manner and form as is necessary to enable Ashland to
file such Audited Financial Statements with the Commission in accordance with Item 3-09 of Regulation S-X under the Exchange Act. 
  
 (d) Schedule of Members’ Capital Accounts. (i) Preliminary Annual Capital Account Schedule. The Company shall prepare and send to each
Member (at the same time) promptly, but in no event later than the 75th day after the last day of each Fiscal Year, a schedule showing the respective Capital Accounts of the Members based on the Company’s estimated taxable income for such
Fiscal Year. 
  
 (ii) Examination. Unless
otherwise agreed by the Members, within 15 days after the date the Company determines its net taxable income with respect to any Fiscal Year, but in no event later than 7 months after the end of such Fiscal Year, the Board of Managers shall cause
(i) an examination to be made, at the expense of the Company, by the Company Independent Auditors, covering (A) the determination of the Company’s taxable income with respect to such Fiscal Year and (B) the respective Capital Accounts of the
Members based on the Company’s taxable income for such Fiscal Year and (ii) to be delivered to each Member (at the same time) a copy of the report of such examination, stating that such examination has been performed in accordance with
generally accepted auditing standards. 
  

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 (iii) Final Annual Capital Account Schedule. The Company shall prepare and send to
each Member (at the same time) promptly, but in no event later than the 15th day after the date the Company files its federal income tax return with respect to each Fiscal Year, a schedule showing the respective Capital Accounts of the Members based
on the Company’s actual taxable income for such Fiscal Year. 
  
 (e) Other Financial Information. The Company shall prepare and send to each Member (at the same time) promptly such other financial information as a Member shall from time to time reasonably request. 
  
 SECTION 7.03. Notice of Affiliate Transactions; Annual List. (a) (i)
The Company shall notify each Member of any Affiliate Transaction (other than an Affiliate Transaction that is a Significant Shared Service) that the Company or any of its subsidiaries is considering entering into or renewing or extending the term
thereof (whether pursuant to contractual provisions thereof or otherwise), which notice shall be given, to the extent reasonably possible, sufficiently in advance of the time that the Company intends to enter into, renew or extend the term of such
Affiliate Transaction so as to provide the Members with a reasonable opportunity to examine the documentation related to such Affiliate Transaction. 
  
 (ii) The Company shall notify each Member of any Affiliate Transaction that is a Significant Shared Service that the Company or any of its
subsidiaries is considering entering into or renewing or extending the term thereof (whether pursuant to contractual provisions thereof or otherwise), which notice shall be given, to the extent reasonably possible, sufficiently in advance of the
time that the Company intends to enter into, renew or extend the term of such Affiliate Transaction so as to provide the Members with a reasonable opportunity to examine the documentation related to such Affiliate Transaction. 
  
 (b) Within 60 days after the end of each Fiscal Year, the Company shall
prepare and distribute to each Member a list setting forth a description of each Affiliate Transaction entered into by the Company or any of its subsidiaries during such Fiscal Year and identifying all of the parties to such Affiliate Transactions;
provided that if two or more Affiliate Transactions either (i) constitute a series of related transactions or agreements or (ii) are substantially the same type of transaction or agreement, the Company need not separately describe each such
Affiliate 

  

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Transaction but instead can describe such related or similar Affiliated Transactions as a group. 
  
 ARTICLE VIII 
  
 Management of the Company 
  
 SECTION 8.01. Managing Members. The business and affairs of the Company shall be managed by the Members acting through their respective
representatives on the Board of Managers (“Representatives”). The President and the Representatives shall be deemed “managers” of the Company within the meaning of the Delaware Act. Except for such matters as may be
delegated to a Member from time to time by the Board of Managers pursuant to a vote in accordance with Section 8.07(b), and subject to the provisions of Sections 6.07 and 6.08, no Member shall act unilaterally on behalf of the Company or any of its
subsidiaries without the approval of the other Member and no Member shall have the power unilaterally to bind the Company or any of its subsidiaries. 
  
 SECTION 8.02. Board of Managers. (a) The Members shall exercise their management authority through a board of managers (the “Board of
Managers”) consisting of (i) the President of the Company, who shall not be deemed a Representative hereunder and who shall not be entitled to vote on any matter coming before the Board of Managers, and (ii) eight Representatives, each of
whom shall be entitled to vote, five of whom shall be designated by Marathon and three of whom shall be designated by Ashland. In the event of a Transfer by a Member of its Membership Interests pursuant to Article X, effective at the time of such
Transfer, (i) such Member’s Representatives shall automatically be removed from the Board of Managers and (ii) the transferee of such Membership Interests shall be permitted to designate the number of Representatives to the Board of Managers as
is equal to the number previously designated by the transferor of such Membership Interests. Such transferee shall promptly notify the other Member as to the names of the persons who such transferee has designated as its Representatives on the Board
of Managers. 
  
 (b) Each Representative may be removed and
replaced, with or without cause, at any time by the Member designating him or her, but, except as provided in Section 8.02(a), may not be removed or replaced by any other means. A Member who removes one or more of its Representatives from the Board
of Managers shall promptly 

  

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notify the other Member as to the names of its replacement Representatives. 
  
 SECTION 8.03. Responsibility of the Board of Managers. The Board of Managers shall be responsible for overseeing the
operations of the Company and shall, in particular, have sole jurisdiction to approve each of the following matters: 
  
 (i) hiring senior executives of the Company, evaluating their performance and planning for their succession; 
  
 (ii) reviewing and approving Company strategies, Business
Plans and Annual Capital Budgets; 
  
 (iii)
reviewing and approving significant external business opportunities for the Company, including acquisitions, mergers and divestitures; 
  
 (iv) reviewing and approving policies of the Company that maintain high standards in areas of environmental responsibility, employee
safety and health, community, government, employee and customer relations; 
  
 (v) reviewing external and internal audits and management responses thereto; and 
  
 (vi) establishing compensation and benefits policies for employees of the Company. 
  
 SECTION 8.04. Meetings. (a) Except as set forth in Section 8.04(h),
all actions of the Board of Managers shall be taken at meetings of the Board of Managers in accordance with this Section 8.04. 
  
 (b) As soon as practicable after the appointment of the Representatives, the Board of Managers shall meet for the purpose of organization and the
transaction of other business. 
  
 (c) Regular meetings of the
Board of Managers shall be held at such times as the Board of Managers shall from time to time determine, but no less frequently than once each Fiscal Quarter; provided that an annual meeting of the Board of Managers (which annual meeting
shall count as one of the regular quarterly meetings) shall be held no later than June 30 of each Fiscal Year. 
  

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 (d) Special meetings of the Board of Managers shall be held whenever called by any Member. Any and all
business may be transacted at a special meeting that may be transacted at a regular meeting of the Board of Managers. 
  
 (e) The Board of Managers may hold its meetings at such place or places as the Board of Managers may from time to time by resolution determine or as shall
be designated in the respective notices or waivers of notice thereof; however, the Board of Managers shall consider holding meetings from time to time at each of the Member’s corporate headquarters and at the operational sites of the Company.

  
 (f) Notices of regular meetings of the Board of Managers or of
any adjourned meeting shall be given at least two weeks prior to such meeting, unless otherwise agreed by each Member. Notices of special meetings of the Board of Managers shall be mailed by the Secretary or an Assistant Secretary to each member of
the Board of Managers addressed to him or her at his or her residence or usual place of business, so as to be received at least two Business Days before the day on which such meeting is to be held, or shall be sent to him or her by telegraph, cable,
facsimile or other form of recorded communication or be delivered personally, by overnight courier or by telephone so as to be received not later than two Business Days before the day on which such meeting is to be held. Such notice shall include
the purpose, time and place of such meeting and shall set forth in reasonable detail the matters to be considered at such meeting. However, notice of any such meeting need not be given to any member of the Board of Managers if such notice is waived
by him or her in writing or by telegraph, cable, facsimile or other form of recorded communication, whether before or after such meeting shall be held, or if he or she shall be present at such meeting. 
  
 (g) Action by Communication Equipment. The members of the Board of
Managers may participate in a meeting of the Board of Managers by means of video or telephonic conferencing or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation
shall constitute presence in person at such meeting. 
  
 (h)
Unanimous Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Managers may be taken without a meeting if all the Representatives consent thereto in writing and such writing is filed with the
minutes of the proceedings of the Board of Managers. 
  

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 (i) Organization. Meetings of the Board of Managers shall be presided over by a chair, who will be
a member of the Board of Managers selected by a majority of the Board of Managers. The Secretary of the Company or, in the case of his or her absence, any person whom the person presiding over the meeting shall appoint, shall act as secretary of
such meeting and keep the minutes thereof. 
  
 SECTION 8.05.
Compensation. Unless the Members otherwise agree, no person shall be entitled to any compensation from the Company in connection with his or her services as a Representative. 
  
 SECTION 8.06. Quorum. (a) Quorum for Super Majority Decisions. Subject to Section 14.01(e) of the Put/Call,
Registration Rights and Standstill Agreement and Sections 14.01 and 14.05 and Section 5 of Schedule 8.14, at all meetings of the Board of Managers, the quorum required for the transaction of any business that constitutes a Super Majority Decision
shall be the presence, either in person or by proxy, of (i) at least one Representative of each Member and (ii) a majority of all the Representatives on the Board of Managers (which may include the Representatives referred to in the preceding clause
(i)). 
  
 (b) Quorum for Other Decisions. Subject to
Sections 14.01 and 14.05 and Section 5 of Schedule 8.14, at all meetings of the Board of Managers, the quorum required for the transaction of any business that does not constitute a Super Majority Decision shall be (i) in the case of all matters
that were described in the notice in reasonable detail for such meeting delivered to the members of the Board of Managers pursuant to Section 8.04(f), the presence, either in person or by proxy, of a majority of all the Representatives on the Board
of Managers and (ii) in the case of all matters that were not described in the notice in reasonable detail for such meeting delivered to the members of the Board of Managers pursuant to Section 8.04(f), the presence, either in person or by proxy, of
(A) at least one Representative of each Member and (B) a majority of all the Representatives on the Board of Managers (which may include the Representatives referred to in the preceding clause A)). 
  
 (c) Rescheduled Meetings. The Company shall use its reasonable best
efforts to schedule the time and place of each meeting of the Board of Managers so as to ensure that a quorum will be present at each such meeting and that at least one Representative of each Member will be present at each such meeting. In the
absence of a quorum at any such meeting or any adjournment or adjournments thereof, a 

  

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majority in voting interest of those present in person or by proxy and entitled to vote thereat may reschedule such meeting from time to time until the
Representatives requisite for a quorum, as aforesaid, be present in person or by proxy. At any such rescheduled meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting as originally called.

  
 SECTION 8.07. Voting. (a) General. Each
Representative shall be entitled to cast one vote on all matters coming before the Board of Managers. In exercising their voting rights under this Agreement, the Representatives may act by proxy. 
  
 (b) Super Majority Decisions. Subject to Section 14.01(e) of the
Put/Call, Registration Rights and Standstill Agreement and Sections 14.01 and 14.05 and Section 5 of Schedule 8.14, all Super Majority Decisions to be decided by the Board of Managers shall be approved by the unanimous affirmative vote of the votes
cast by the Representatives who are present, either in person or by proxy, at a duly called meeting of the Board of Managers at which a quorum is present. The parties acknowledge and agree that all references in this Agreement, any other Transaction
Document and any appendices, exhibits or schedules hereto or thereto to any determination, decision, approval or other form of authorization by the Board of Managers pursuant to a vote in accordance with Section 8.07(b) shall be deemed to mean that
such determination, decision, approval or other form of authorization shall constitute a Super Majority Decision which requires the approval of the Board of Managers in accordance with this Section 8.07(b). 
  
 (c) Other Decisions. Subject to Sections 14.01 and 14.05 and Section 5
of Schedule 8.14, all matters other than Super Majority Decisions to be decided by the Board of Managers shall be approved by the affirmative vote of a majority of the votes cast by the Representatives who are present, either in person or by proxy,
at a duly called meeting of the Board of Managers at which a quorum is present, unless the vote of a greater number of Representatives is required by Applicable Law or this Agreement. 
  

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 SECTION 8.08. Matters Constituting Super Majority Decisions. Subject to the provisions of Section
8.07(b), each of the following matters, and only the following matters, shall constitute a “Super Majority Decision” which requires the approval of the Board of Managers pursuant to Section 8.07(b): 
  
 (a) (i) the purchase or investment by the Company or any of
its subsidiaries of or in any assets or securities, or any group of assets or securities, that have an aggregate purchase price or cost of more than $20 million, if the purpose or effect of such purchase or investment is to enable the Company to
enter into a line of business other than (A) the Company’s Business as such Business is conducted on the Closing Date or (B) any other line of business that is approved after the Closing Date by the Board of Managers as a Super Majority
Decision under this Section 8.08(a)(i) pursuant to a vote in accordance with Section 8.07(b), provided that any such purchase or investment by the Company or any of its subsidiaries shall not require a Super Majority Decision under this Section
8.08(a) if and to the extent such purchase or investment is being made to enable the Company to enter into the Bulk Motor Oil Business, the Packaged Motor Oil Business, the Private Label Packaged Motor Oil Business and/or the Quick Lube Business
and, at the time of such purchase or investment, (1) the Company and its subsidiaries are permitted to engage in such business under Section 14.03(b) of the Put/Call, Registration Rights and Standstill Agreement and (2) Ashland and its Affiliates
shall own (beneficially or otherwise) 20% or more of the Valvoline Business (it being understood and agreed that this proviso shall not limit or constitute an exception to any other provision of Section 8.08); and 
  
 (ii) the determination of whether any new line of business
approved by the Board of Managers as a Super Majority Decision under Section 8.08(a)(i) should constitute a “Competitive Business” for purposes of Section 14.01 of the Put/Call, Registration Rights and Standstill Agreement; 
  
 (b) (i) any reorganization, merger, consolidation or similar
transaction between the Company and any person (other than a direct or indirect Wholly Owned Subsidiary of the Company) or any sale or lease of all or substantially all of the Company’s assets to any person (other than a direct or indirect
Wholly Owned Subsidiary of the Company); 
  
 (ii)
any (A) reorganization, merger, consolidation or similar transaction or series of transactions between any of the Company’s subsidiaries and any person (other than the Company or a direct or indirect Wholly Owned Subsidiary of the Company) or
(B) sale or lease of all or substantially all of any of the 

  

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Company’s subsidiaries’ assets to any person (other than the Company or a direct or indirect Wholly Owned Subsidiary of the Company) which in
either case involves an aggregate consideration of over $50,000,000; 
  
 c) the admission of a new Member (other than as a result of a Transfer of an existing Member’s Membership Interests pursuant to Article X) or the issuance of any additional Membership Interests or other equity
interests to any person, including any existing Member; 
  
 (d) except as expressly provided in Sections 4.01(c), 4.02(a) and 4.02(b), the acceptance or requirement of any additional capital contributions to the Company by either Member; 
  
 (e) the initial hiring of the following officers of the
Company: the President; the Executive Vice President; the officers principally in charge of (i) refining, (ii) wholesale and branded marketing, (iii) retail marketing (two initially), (iv) supply and transportation and (v) environmental health and
safety and human resources; the Senior Vice President-Finance and Commercial Services of the Company; and the general counsel of the Company; 
  
 (f) (i) the approval of Acquisition Expenditures, Capital Expenditures and such other expenditures of the type to be included in the
Annual Capital Budget for any Fiscal Year (other than (A) Ordinary Course Lease Expenses, (B) up to $100 million in the aggregate for all periods in Capital Expenditures of the Company and its subsidiaries directly associated with the Garyville
Propylene Upgrade Project, (C) Member-Funded Capital Expenditures, (D) Member-Indemnified Expenditures and (E) Acquisition Expenditures or Capital Expenditures of the Company and its subsidiaries directly associated with Permitted Capital
Projects/Acquisitions that are funded with Permitted Capital Project/Acquisition Indebtedness) that when taken together with (x) the other expenditures already approved as part of the Annual Capital Budget for such Fiscal Year and (y) all other
expenditures already made in such Fiscal Year, would reasonably be expected to exceed the Normal Annual Capital Budget Amount for such Fiscal Year; and 
  
 (ii) the incurrence of rentals or operating leases which result in aggregate Ordinary Course Lease Expenses (other than Ordinary Course
Lease Expenses 

  

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incurred under the Bareboat Charters) for any Fiscal Year that exceed $80 million; provided, however, in the event the Company or one of its
subsidiaries shall make any acquisition or divestiture, the Members shall negotiate in good faith to adjust the dollar amount set forth in this Section 8.08(f)(ii) to take into account the effect of such acquisition or divestiture; 
  
 (g) (i) except for any acquisition or capital project
related to the Bulk Motor Oil Business, the Packaged Motor Oil Business, the Private Label Motor Oil Business and/or the Quick Lube Business, any acquisition, divestiture or individual capital project (other than (i) Ordinary Course Lease Expenses,
(ii) up to $100 million in the aggregate for all periods in Capital Expenditures of the Company and its subsidiaries directly associated with the Garyville Propylene Upgrade Project, (iii) Member-Funded Capital Expenditures, (iv) Member-Funded
Indemnified Expenditures and (v) Acquisition Expenditures or Capital Expenditures of the Company and its subsidiaries directly associated with Permitted Capital Projects/Acquisitions that are funded with Permitted Capital Project/Acquisition
Indebtedness) where the liability or consideration involved is more than $50 million in the aggregate (including contingent liabilities only to the extent required to be reflected on the balance sheet of the Company in accordance with Financial
Accounting Standard Number 5 (or any successor or superseding provision of Current GAAP)); 
  
 (ii) any acquisitions or individual capital projects related to the Bulk Motor Oil Business, the Packaged Motor Oil Business, the Private
Label Motor Oil Business and/or the Quick Lube Business during any Fiscal Year where the liability or consideration involved is more than $50 million in the aggregate in such Fiscal Year (including contingent liabilities only to the extent required
to be reflected on the balance sheet of the Company in accordance with Financial Accounting Standard Number 5 (or any successor or superseding provision of Current GAAP)); provided that nothing in this Section 8.08(g)(ii) shall be deemed or
interpreted to permit the Company or any of its subsidiaries to engage in any of such businesses except as and to the extent expressly permitted under Section 14.03 of the Put/Call, Registration Rights and Standstill Agreement; 
  
 (iii) for the avoidance of doubt, acquisitions or individual
capital projects related to the Maralube 

  

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Express Business shall be subject to clause (i) of this Section 8.08(g) and not clause (ii) of this Section 8.08(g); 
  
 (h) the initiation or settlement of any action, suit, claim
or proceeding involving (i) an amount in excess of $50 million (with respect to initiation) or $25 million (with respect to settlement), (ii) material non-monetary relief (including, without limitation, entering into any consent decree that has or
could reasonably be expected to (A) impose any material obligation on Ashland or any of its Affiliates or the Company or any of its subsidiaries or (B) have a material adverse effect on the business, operations, assets, liabilities, results of
operations, cash flows, condition (financial or otherwise) or prospects of Ashland or any of its Affiliates or the Company or any of its subsidiaries) or (iii) the initiation or settlement of any criminal action, suit, claim or proceeding (other
than a misdemeanor) if such criminal action, suit or proceeding has or could reasonably be expected to (A) impose any material obligation on Ashland or any of its Affiliates or (B) have a material adverse effect on the business, operations, assets,
liabilities, results of operations, cash flows, condition (financial or otherwise) or prospects of Ashland or any of its Affiliates; 
  
 (i) any change in the Company Independent Auditors unless the new firm is one of the “Big Six” accounting firms (or any
successor thereto) or a firm of comparable stature in Ashland’s opinion; 
  
 (j) any modification, alteration, amendment or termination of any Transaction Document to which the Company or any of its subsidiaries is a party and all Members are not a party; 
  
 (k) (i) in the case of any Affiliate Transaction that is not
a Crude Oil Purchase, a Significant Shared Service or a Designated Sublease Agreement, (A) any Affiliate Transaction (other than the Affiliate Transactions listed on Schedule 8.08(k)(i)(A) (the “Closing Date Affiliate
Transactions”)), (B) any 

  

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material amendment to or change in the terms or provisions of any Affiliate Transaction that was either a Closing Date Affiliate Transaction or previously
approved by the Board of Managers pursuant to Section 8.08(k)(i)(A) (it being understood that a renewal or extension of the term of an Affiliate Transaction pursuant to contractual provisions that were previously approved by the Board of Managers
pursuant to this Section 8.08(k)(i) or that were included in a Closing Date Affiliate Transaction on the Closing Date shall be deemed for purposes of this Agreement not to constitute a new Affiliate Transaction or a material amendment to or change
in an Affiliate Transaction) or (C) any amendment or change in the terms or provisions of any agreement or transaction between the Company or any of its subsidiaries and any Member or any Affiliate of any Member which causes such agreement or
transaction to become an Affiliate Transaction; 
  
 (ii) in the case of Crude Oil Purchases, the approval of such Crude Oil Purchases in accordance with Section 8.12(a); 
  
 (iii) in the case of any Significant Shared Service, (A) any agreement or transaction constituting a Significant Shared Service (other
than the specific Significant Shared Services identified and described in Schedule 10.2(e) to the Asset Transfer and Contribution Agreement), (B) any material amendment to or change in the terms and provisions of any Significant Shared Service
identified and described in Schedule 10.2(e) to the Asset Transfer and Contribution Agreement or thereafter approved by the Board of Managers in accordance with this Section 8.08(k)(iii), (C) subject to the provisions of Section 8.11(b) and except
as expressly provided in Section 8.12(b), any cancelation or failure by the Company or any of its subsidiaries to renew any Significant Shared Service provided by Ashland or any Affiliate of Ashland to the Company or any of its subsidiaries or
provided by the Company or any of its subsidiaries to Ashland or any Affiliate of Ashland and (D) the periodic review and approval of Significant Shared Services in accordance with Section 8.12(b); and 
  
 (iv) any material amendment to or change in the terms or
provisions of, cancelation, termination or failure to renew, any Designated Sublease Agreement or any election by the Company to refuse or reject the 

  

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contribution of any Subleased Property to the Company or any of its subsidiaries; 
  
 (l) the commencement of a voluntary case under any applicable bankruptcy, insolvency or other similar law
now or hereafter in effect, or the consent to the entry of an order for relief in an involuntary case under any such law, or the consent to the appointment of or the taking possession by a receiver, liquidator, assignee, custodian, trustee or
sequestrator (or similar official) of the Company or any of its subsidiaries or for any substantial part of the Company’s or any of its subsidiaries’ property, or the making of any general assignment for the benefit of creditors;

  
 (m) (i) the modification, alteration or
amendment of the amount, timing, frequency or method of calculation of distributions to the Members from that provided in Article V or (ii) an adjustment to the amount of Distributable Cash pursuant to clause (g) of the definition of
“Distributable Cash” in Section 1.01; 
  
 (n) (i) the modification, alteration or amendment of the Company Leverage Policy, or (ii) the approval of any matter which the Company Leverage Policy provides is to be approved by the Board of Managers as a Super Majority Decision;

  
 (o) (i) the approval of any distribution by
the Company to the Members of any assets in kind, (ii) the approval of any distribution by the Company to the Members of cash and property in kind on a non-pro rata basis, and (iii) the determination of the value assigned to such assets in kind;

  
 (p) each Critical Decision or material
amendment thereto made on or prior to the Critical Decision Termination Date for such Critical Decision; and 
  
 (q) the delegation to a Member of the power to unilaterally bind the Company or any of its subsidiaries with respect to any matter.

  
 SECTION 8.09. Annual Capital Budget. (a) In Fiscal Year
1999 and in each Fiscal Year thereafter, the Executive Officers of the Company shall timely prepare or cause to be prepared a draft capital budget (the “Draft Annual Capital Budget”) for such Fiscal Year, which shall set forth in
reasonable line item detail the proposed Acquisition Expenditures, Capital Expenditures and the Ordinary Course Lease Expenditures of the Company and its 

  

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subsidiaries for such Fiscal Year, including all Ordinary Course Lease Expenditures and all Capital Expenditures of the Company and its subsidiaries directly
associated with the Garyville Propylene Upgrade Project. In addition, to the extent that information can reasonably be obtained on the nature of assets rented or financed by operating leases, such information shall be presented along with the Annual
Capital Budget. Copies of the Draft Annual Capital Budget shall be provided to each Member (at the same time) and to the Board of Managers. No later than the last regular meeting of the Board of Managers for a Fiscal Year, the Executive Officers
shall present to the Board of Managers the Draft Annual Capital Budget for the following Fiscal Year for the Board of Managers’ review, consideration and approval, with such additions, deletions and changes thereto as the Board of Managers
shall deem necessary. Upon its approval by the Board of Managers (and taking into account any additions, deletions or other changes deemed necessary by the Board of Managers) the Draft Annual Capital Budget for a Fiscal Year shall become the
“Annual Capital Budget” for such Fiscal Year. 
  
 (b) If the Board of Managers shall fail to approve an Annual Capital Budget for any Fiscal Year, the total expenditures provided for in the Annual Capital Budget for such Fiscal Year shall be in an amount equal to the Normal Annual Capital
Budget Amount for such Fiscal Year. 
  
 (c) No later than August
30 of each Fiscal Year, the Board of Managers shall review the Annual Capital Budget for such Fiscal Year and shall make such additions, deletions and changes thereto as the Board of Managers shall deem necessary. 
  
 SECTION 8.10. Business Plan. In Fiscal Year 1999 and in each Fiscal
Year thereafter, the Executive Officers of the Company shall timely prepare or cause to be prepared a draft business plan (the “Draft Business Plan”) for the next three Fiscal Years. Copies of the Draft Business Plan shall be
provided to each Member (at the same time) and to the Board of Managers. No later than the last regular meeting of the Board of Managers for a Fiscal Year, the Executive Officers shall present to the Board of Managers the Business Plan for their
review, consideration and approval, with such additions, deletions and changes thereto as the Board of Managers shall deem necessary. Upon its approval by the Board of Managers (and taking into account any such additions, deletions or other changes
deemed necessary by the Board of Managers), the Draft Business Plan for a Fiscal Year shall become the “Business Plan” for such Fiscal Year. 
  

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 SECTION 8.11. Requirements as to Affiliate Transactions. (a) The Company and its subsidiaries
shall only be permitted to enter into or renew or extend the term thereof (whether pursuant to contractual provisions thereof or otherwise) an agreement or a transaction with a Member or an Affiliate of a Member (which, solely for purposes of this
Section 8.11, shall be deemed to include any entity more than 10% of the voting stock or other ownership interests of, or economic interest in, which is owned by a Member (other than the Company or any of its subsidiaries)) on the same terms or on
terms no less favorable to the Company or such subsidiary than could be obtained from a third party on an arm’s-length basis (an “Arm’s-Length Transaction”). 
  
 (b) (i) If (A) the Company or any subsidiary of the Company enters into, renews or extends the term of
(pursuant to contractual provisions thereof that were previously approved by the Board of Managers or otherwise) or materially amends or changes the terms or provisions of, any agreement or transaction between the Company or any of its subsidiaries
and any Member or any Affiliate of any Member (a “Section 8.11(b) Affiliate Transaction”) or proposes to do any of the foregoing and (ii) not later than 90 days after receiving written notice thereof from the Company pursuant to
Section 7.03 or otherwise (which notice describes the material terms and conditions of such transaction in reasonable detail), the Member that is not (or whose Affiliate is not) a party to such Section 8.11(b) Affiliate Transaction (the
“Non-Contracting Member”) notifies the Company and the Member that is (or whose Affiliate is) a party to such Section 8.11(b) Affiliate Transaction (the “Contracting Member”) in writing that the Non-Contracting
Member believes in good faith that either such Affiliate Transaction is not an Arm’s-Length Transaction or that the quality of the service being provided or to be provided by the Contracting Member is inferior to that which the Company and its
subsidiaries could otherwise obtain on comparable terms and conditions, then the Company shall promptly (and, in any event within 30 days) provide the Non-Contracting Member with a reasonably detailed explanation of the basis for the Company’s
determination that such new, renewed or extended Affiliate Transaction is an Arm’s-Length Transaction or the quality of the service being provided or to be provided to the Company and its subsidiaries is not inferior. 
  
 (ii) If following receipt of such evidence, the
Non-Contracting Member is not reasonably satisfied that 

  

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such Affiliate Transaction is an Arm’s-Length Transaction or the quality of the service being provided or to be provided to the Company and its
subsidiaries is not inferior, then, at the written request of the Non-Contracting Member (such written request being an “Affiliate Transaction Dispute Notice”), the Company shall (A) modify the terms of such Affiliate Transaction so
that it becomes an Arm’s-Length Transaction, (B) if the Company had given the Members written notice pursuant to Section 7.03(a) prior to entering into, renewing or extending such Affiliate Transaction, not enter into, renew or extend such
Affiliate Transaction or (C) if the Company had given the Members written notice pursuant to Section 7.03(a) prior to entering into, renewing or extending such Affiliate Transaction, enter into, renew or extend such Affiliate Transaction in which
event the determination of whether such Affiliate Transaction is an Arm’s Length Transaction and/or whether the quality of the service being provided is inferior shall be in accordance with the Dispute Resolution Procedures set forth in Article
XIII or (D) if the Company shall not have given the Members written notice pursuant to Section 7.03(a) prior to entering into, renewing or extending such Affiliate Transaction, commence the dispute resolution procedures set forth in Article XIII.

  
 (iii) For purposes of Article XIII, a
Non-Contracting Member’s delivery of an Affiliate Transaction Dispute Notice to the Company shall constitute delivery of a Dispute Notice thereunder, and the Company shall be required to deliver a Response to the Non-Contracting Member within
30 days thereafter. If it is finally determined pursuant to such Dispute Resolution Procedures that such Affiliate Transaction is an Arm’s-Length Transaction and, if disputed, that the quality of service being so provided is not inferior, then
the Company shall be permitted to enter into, renew or extend such Affiliate Transaction. If it is finally determined pursuant to such Dispute Resolution Procedures that such Affiliate Transaction is not an Arm’s-Length Transaction or that the
quality of service being so provided is inferior, then the Company shall either modify the terms of such Affiliate Transaction so that it becomes an Arm’s-Length Transaction and, if disputed, with an adequate level of quality of service or not
enter into, renew or extend such Affiliate Transaction. In the event that such Affiliate Transaction has already been entered into, renewed or extended, then (A) the Company and the 

  

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Contracting Member shall make such modifications to the terms of such Affiliate Transaction as are necessary so that such Affiliate Transaction becomes an
Arm’s-Length Transaction and, if disputed, with an adequate level of quality of service and (B) the Contracting Member shall pay the Company an amount equal to the difference between (I) the costs incurred by the Company under such Affiliate
Transaction since the time of such entering into, renewal or extension and (II) the costs that the Company would have incurred under such Affiliate Transaction during such time period had such Affiliate Transaction been an Arm’s-Length
Transaction and, if disputed, with an adequate level of quality of service at the time of such initial agreement, renewal or extension. 
  
 SECTION 8.12. Review of Certain Affiliate Transactions Related to Crude Oil Purchases and Shared Services. (a) (i) Not less than 30 days prior to
the regular meeting of the Board of Managers during the fourth Fiscal Quarter of each Fiscal Year (or, if no regular meeting of the Board of Managers is scheduled during such Fiscal Quarter, at a special meeting of the Board of Managers during such
Fiscal Quarter), the Company shall submit to the Board of Managers a reasonably detailed description of any proposed transactions or agreements related to crude oil purchases by the Company and its subsidiaries from Marathon or any Affiliate of
Marathon that are intended to remain in effect or to be put into effect during such next Fiscal Year (collectively, the “Marathon Crude Oil Purchase Program”). Following such submission, the Company shall provide the Board of
Managers promptly with such information with respect to such Marathon Crude Oil Purchase Program and the Company’s other proposed crude oil purchases and policies for such next Fiscal Year as any Representative shall reasonably request. At each
such regular or special meeting during the fourth Fiscal Quarter of each Fiscal Year, the Board of Managers shall review such Marathon Crude Oil Purchase Program. During such next Fiscal Year, the Company and its subsidiaries shall be permitted to
purchase crude oil from Marathon or any Affiliate of Marathon only on the terms and conditions of the proposed transactions and agreements submitted to and approved by the Board of Managers at such regular or special meeting pursuant to a vote in
accordance with Section 8.07(b) (the “Approved Marathon Crude Oil Purchase Program”). Any purchase (or group of related purchases) of crude oil by the Company or any of its subsidiaries from Marathon or any Affiliate of Marathon
during such Fiscal Year that is an Affiliate Transaction for purposes of Section 8.08(k) and is not made under or in accordance with 

  

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the Approved Marathon Crude Oil Purchase Program and any material amendment to or change in the Approved Marathon Crude Oil Purchase Program during such
Fiscal Year shall be made only with the prior approval of the Board of Managers pursuant to a vote in accordance with Section 8.07(b). 
  
 (ii) The Company shall prepare and send to each Member (at the same time) promptly, but in no event later than the 30th day after the last
day of each Fiscal Quarter, (A) a summary of all Crude Oil Purchases during such Fiscal Quarter, (B) a description of any amendments to, changes in or deviations from the Approved Marathon Crude Oil Purchase Program in effect during such Fiscal
Quarter, (C) a description of any then known proposed amendments to, changes in or deviations from the Approved Marathon Crude Oil Purchase Program in effect during the remaining balance of the Fiscal Year and (D) such other information with respect
to purchases of crude oil by the Company and its subsidiaries as either Member shall reasonably request. 
  
 (b)(i) All administrative services that Marathon, Ashland and each of their respective Affiliates provide to the Company or any of its
subsidiaries, and that the Company and its subsidiaries provide to Marathon, Ashland or any of their respective Affiliates, shall be pursuant to the Shared Services Agreement. To the extent that there is a conflict between the Shared Services
Agreement, Schedule 10.2(e) to the Marathon Asset Transfer and Contribution Agreement Disclosure Letter or Schedule 10.2(e) to the Ashland Asset Transfer and Contribution Agreement Disclosure Letter, on the one hand, and this Agreement, on the other
hand, this Agreement shall control. 
  
 (ii) Not
less than 90 days prior to each of the annual meetings of the Board of Managers held in 2000, 2003 and every three years thereafter, the Company shall submit to the Board of Managers the provisions of the Shared Services Agreement that relate to
each Significant Shared Service then in effect or that is proposed to be put into effect. Following such submission, the Company shall provide the Board of Managers promptly with such information with respect to such Significant Shared Services and
with respect to any other Shared Services then being provided or proposed to be provided as any Representative shall reasonably request. At each such annual meeting, unless all the Representatives otherwise agree, the Board of Managers shall review
each such Significant 

  

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Shared Service and shall determine pursuant to a vote in accordance with Section 8.07(b) whether such Significant Shared Service should be continued (or, in
the case of any proposed Significant Shared Service, put into effect). Unless the Board of Managers approves pursuant to a vote in accordance with Section 8.07(b) the continuation or effectiveness of a Significant Shared Service, the Shared Service
Agreement to the extent it relates to such Significant Shared Service shall be terminated effective 90 days after such annual meeting or at such later date as the Board of Managers shall specify pursuant to a vote in accordance with Section 8.07(b)
and the Company shall be deemed at the time of such annual meeting to have given notice to the Member providing or receiving (or whose Affiliate is providing or receiving) such Significant Shared Service that the Company is terminating the Shared
Service Agreement with respect to such Significant Shared Service. 
  
 SECTION 8.13. Adjustable Amounts. Within 30 days following the date on which the United States Department of Labor Bureau of Labor Statistics for all Urban Areas publishes the Price Index for the month of September of each Fiscal
Year commencing September, 1998, the Company shall determine whether the Average Annual Level for the immediately preceding twelve-month period exceeds the Base Level. If the Company determines that the Average Annual Level for such twelve-month
period exceeds the Base Level, then the Company shall increase or decrease each of the dollar amounts set forth in this Agreement (other than the $348 million and $346 million amounts set forth in the definition of Adjusted DD&A, the $657
million, $600 million, $80 million, $20 million and $12.4 million amounts set forth in the definition of Adjusted EBITDA, the $240 million amount set forth in the definition of “Normal Annual Capital Budget Amount” in Section 1.01, the
$100 million amount set forth in Section 8.08(f)(i) and any dollar amount set forth in any Appendix, Exhibit or Schedule to this Agreement, including Schedule 8.14) (each dollar amount that is adjusted pursuant to this Section 8.13 being an
“Adjustable Amount”), including, without limitation, the following amounts, to an amount calculated by multiplying the relevant Adjustable Amount by a fraction whose numerator is the Average Annual Level for such twelve-month period
and whose denominator is the Base Level: (i) the $100,000, $2 million and $25 million amounts set forth in the definition of “Affiliate Transaction” and the $2 million amount set forth in the definition of “Significant Shared
Service” in each case in Section 1.01; (ii) the $2 million amount set forth in Section 6.06(c); (iii) the $2 million amounts set forth 

  

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in Sections 6.08(b), (d) and (e); (iv) the $20 million amount set forth in Section 8.08(a)(i); (v) the $80 million amount set forth on Section 8.08(f)(ii)
(or such other dollar amount as shall be agreed pursuant to the proviso to Section 8.08(f)(ii)); (vi) the $50 million amount set forth in Section 8.08(g); (vii) the $50 million and $25 million amounts set forth in Section 8.08(h)(i); and (viii) each
$7.5 million amount set forth in Section 14.01(a); provided that in no event shall any Adjustable Amount be decreased below the initial amount thereof set forth herein. Within five Business Days after making such determinations, the Company
shall distribute to each Member a notice setting forth: (A) the amount by which the Average Annual Level for such Fiscal Year exceeded the Base Level and (B) the calculations of any adjustments made to the Adjustable Amounts pursuant to this Section
8.13. Any adjustment made to the Adjustable Amounts pursuant to this Section 8.13 shall be effective as of January 1st of the next Fiscal Year. 
  
 SECTION 8.14. Company Leverage Policy. The leverage policy for the Company shall be the leverage policy set forth on Schedule 8.14, with such
modifications, alterations or amendments thereto as the Board of Managers shall from time to time approve pursuant to a vote in accordance with Section 8.07(b) (such leverage policy, as so modified, altered or amended, is referred to herein as the
“Company Leverage Policy”). 
  
 SECTION 8.15.
Company’s Investment Guidelines. The Company’s Senior Vice President-Finance and Commercial Services, Vice President-Finance and Controller and Treasurer (or Treasury Manager) shall constitute an Investment Policy Committee of the
Company and shall establish investment guidelines for the Company and its subsidiaries (such investment guidelines, as they may be modified, altered or amended by such Investment Policy Committee from time to time, are referred to herein as the
“Company Investment Guidelines”). The initial Company Investment Guidelines is set forth on Schedule 8.15. The Company and its subsidiaries shall only make investments that are permitted under the Company Investment Guidelines at
the time of such investments. In addition, the Company and its subsidiaries shall invest all Surplus Cash (after meeting daily cash requirements) in accordance with the Company Investment Guidelines. 
  
 SECTION 8.16. Requirements as to Operating Leases. The Company and its
subsidiaries shall not enter into any operating lease (as determined in accordance with Applicable GAAP) if the purpose or intent of entering into 

  

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such operating lease is to circumvent the Company Leverage Policy or the super majority voting requirement for Capital Expenditures of the Company set forth
in Section 8.08(f). The lease by the Company and its subsidiaries of vehicles, railcars and computers in accordance with the historical practices of the Ashland Business and the Marathon Business shall not be deemed to violate this Section 8.16,
provided, for the avoidance of doubt, that all Ordinary Course Lease Expenses related to any such leases shall be considered Ordinary Course Lease Expenses for the purposes of Section 8.08(f)(ii). 
  
 SECTION 8.17. Limitations on Actions Relating to the Calculation of
Distributable Cash. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not, and shall cause its subsidiaries not to (a) modify, alter or amend the Company Investment Guidelines, (b) accelerate the payment of
the Company’s and its subsidiaries’ accounts payable, (c) delay the collection of the Company’s and its subsidiaries’ accounts receivable or (d) take any other action, if the purpose or intent of such action is to reduce the
amount of Distributable Cash in a manner that is inconsistent with the intent of the Members to maximize the amount of Distributable Cash distributions to the Members. 
  
 SECTION 8.18. Reliance by Third Parties. Persons dealing with the Company are entitled to rely conclusively upon the
power and authority of the Board of Managers herein set forth. Except as provided in this Agreement, neither the President, nor a Representative, nor any Member shall have any authority to bind the Company or any of its subsidiaries. 
  
 SECTION 8.19. Integration of Retail Operations. (a) Until the Critical
Decision is made regarding the location of the Company’s retail operations’ headquarters, the Company’s retail operations’ business shall have headquarters in both Enon, Ohio and Lexington, Kentucky. 
  
 (b) (i) The Company shall make a formal recommendation to
the Board of Managers with respect to each Critical Decision not later than the ten-month anniversary of the Closing Date. Following receipt of a formal recommendation with respect to any Critical Decision, Marathon and Ashland shall negotiate in
good faith to reach an agreement with respect to such Critical Decision not later than the first anniversary of the Closing Date. 
  

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 (ii) Each formal recommendation with respect to any Critical Decision shall be
accompanied by a report on the business and economic analyses used by the Company to arrive at such recommendation, including but not limited to, a reasonably detailed description of the risks and benefits of the recommended decision and the
anticipated impact of the recommended decision on the Speedway and SuperAmerica brand images and business models. 
  
 (iii) Following receipt of any formal recommendation with respect to any Critical Decision, each Member may request, and the Company shall
promptly provide to both Members, such additional information and analyses (including studies by outside consultants) as such Member may reasonably request; provided, however, any additional information request shall not extend the
Critical Decision Termination Date. 
  
 (c) If any Primary
Critical Decision shall not have been agreed by the Board of Managers pursuant to a vote in accordance with Section 8.07(b) prior to the first anniversary of the Closing Date, the Critical Decision Termination Date with respect to such Primary
Critical Decision shall be automatically, and without any further action required by either Member, the Company or the Board of Managers, extended until the fifteen-month anniversary of the Closing Date. During the period of such extension, the
Company shall provide promptly to each Member such additional information or analyses (including studies by outside consultants) as either Member shall reasonably request. Not later than 30 days prior to the fifteen-month anniversary of the Closing
Date, the Company shall, if requested by either Member, again make a formal recommendation to the Board of Managers with respect to such Primary Critical Decision. Such formal recommendation shall include a report on the supporting business and
economic analyses described in Section 8.19(b)(ii). Any request for additional information shall not extend the Critical Decision Termination Date. 
  
 (d) Until such time as the implementation of any Critical Decision shall have been completed in all material respects, the President of the Company shall
report to the Board of Managers at each regular meeting of the Board of Managers on the implementation of such Critical Decision and on any material modifications or changes to such Critical Decision. 
  
 (e) To the extent there is any conflict between the terms and provisions of
this Agreement and the terms and provisions of the Retail Integration Protocol, the terms and provisions of this Agreement shall control. 
  

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 ARTICLE IX 
  
 Officers 
  
 SECTION 9.01. (a) Election, Appointment and Term of Office. The executive officers of the Company (the “Executive Officers”) shall
consist solely of: a President; an Executive Vice President; an officer principally in charge of refining; an officer principally in charge of wholesale and branded marketing; the officer or officers (two initially) principally in charge of retail
marketing; an officer principally in charge of supply and transportation; an officer who shall be the Senior Vice President-Finance and Commercial Services of the Company; and an officer who shall be the general counsel of the Company;
provided, however, that Marathon and Ashland may make additions or deletions to the positions which shall be considered executive officers of the Company by mutual agreement. Schedule C sets forth a list of (i) the persons who Marathon
and Ashland have chosen to serve initially as the Executive Officers of the Company, (ii) the executive office for which each such person is to serve and (iii) whether each such person was designated by Marathon or Ashland. Marathon and Ashland
agree that the composition of the initial Executive Officers is intended to reflect their respective Percentage Interests in the Company. Accordingly, if any person identified on Schedule C is for any reason unable or unwilling to serve as an
Executive Officer at the Closing Date, the Member who designated such person shall have the right to designate a substitute person, subject to the right of the other Member to consent to such substitute nominee (which consent shall not be
unreasonably withheld). Marathon and Ashland shall cause their respective Representatives to promptly approve the appointment of each person listed on Schedule C to the related executive office position listed on Schedule C. 
  
 (b) Except as otherwise determined by the Board of Managers, each Executive
Officer shall hold office until his or her death or until his or her earlier resignation or removal in the manner hereinafter provided. Except as otherwise expressly provided herein, the Executive Officers shall have such powers and duties in the
management of the Company as generally pertain to their respective offices as if the Company were a corporation governed by the General Corporation Law of the State of Delaware. 
  

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 (c) The Board of Managers may elect or appoint such other officers to assist and report to the Executive
Officers as it deems necessary. Subject to the preceding sentence, each such officer shall have such authority and shall perform such duties as may be provided herein or as the Board of Managers may prescribe. The Board of Managers may delegate to
any Executive Officer the power to choose such other officers and to prescribe their respective duties and powers. 
  
 (d) Except as otherwise determined by the Board of Managers, if additional officers are elected or appointed during the year pursuant to Section 9.01(c),
each such officer shall hold office until his or her death or until his or her earlier resignation or removal in the manner hereinafter provided. 
  
 SECTION 9.02. Resignation, Removal and Vacancies. (a) Any officer may resign at any time by giving written notice to the President or the Secretary
of the Company, and such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, when accepted by action of the Board of Managers. Except as aforesaid, the acceptance
of such resignation shall not be necessary to make it effective. 
  
 (b) All officers and agents elected or appointed by the Board of Managers shall be subject to removal at any time by the Board of Managers with or without cause. 
  
 (c) Vacancies in all Executive Officer positions may only be filled by the majority vote of the Representatives on the Board
of Managers. In each instance where a vacant Executive Officer position is to be filled, Marathon, after consultation with the Company, shall first send Ashland a notice which discloses the name and details of the candidate for the vacant Executive
Officer position that the Representatives of Marathon will nominate and vote in favor of for such position. Ashland shall thereafter have the right, by notice to the Company and Marathon within ten days after receipt of such notice from Marathon, to
veto such candidate. Each candidate that Marathon proposes for a vacant Executive Officer position shall be a bona fide candidate who is willing and able to serve and who Marathon in good faith believes is qualified to fill such vacant Executive
Officer position (a “Qualified Candidate”). In the event Ashland exercises its veto with respect to a Qualified Candidate, the vacancy will be filled by the majority vote of the Representatives on the Board of Managers. 

 

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 SECTION 9.03. Duties and Functions of Executive Officers. (a) President. The President of
the Company, who shall be a non-voting member of the Board of Managers, shall be in charge of the day-to-day operations of the Company and shall preside at all meetings of the Board of Managers and shall perform such other duties and exercise such
powers, as may from time to time be prescribed by the Board of Managers. 
  
 (b) Executive Vice President. The Executive Vice President of the Company initially shall report to the President and be the officer principally in charge of all supply, refining, marketing and transportation
operations of the Company other than the Company’s retail operations. 
  
 (c) Other Executive Officers. The Executive Officers of the Company other than the President and the Executive Vice President shall perform such duties and exercise such powers, as may from time to time be
prescribed by the President or the Board of Managers. 
  
 ARTICLE X

  
 Transfers of Membership Interests 
  
 SECTION 10.01. Restrictions on Transfers. (a) General. Except
as expressly provided by this Article X, neither Member shall Transfer all or any part of its Membership Interests to any person without first obtaining the written approval of the other Member, which approval may be granted or withheld in its sole
discretion. Notwithstanding anything to the contrary contained in this Agreement, no Transfer by a Member of its Membership Interests to any person shall be made except to a permitted assignee under Article XV of the Put/Call, Registration Rights
and Standstill Agreement. 
  
 (b) Transfer by Operation of
Law. In the event a Member shall be party to a merger, consolidation or similar business combination transaction with a third party or sell all or substantially all its assets to a third party, such Member may Transfer all (but not part) of its
Membership Interests to such third party; provided, however, that such Member shall not be permitted to Transfer its Membership Interests to such third party as aforesaid if the purpose or intent of such merger, consolidation, similar
business combination transaction or sale is to circumvent or avoid the application of Sections 10.01(c) and 10.04 to the Transfer of such Member’s Membership Interests to such third party. 
  

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 (c) Transfer by Sale to Third Party. At any time after December 31, 2002, a Member may sell all
(but not part) of its Membership Interests (and, in the case of Ashland, the Ashland LOOP/LOCAP Interest) to any person (other than a Transfer by operation of law pursuant to Section 10.01(b), a Transfer to a Wholly Owned Subsidiary pursuant to
Section 10.01(d) or a Transfer by Ashland to Marathon pursuant to Section 10.01(e)) if (i) it shall first have offered the other Member the opportunity to purchase such Membership Interests (and, in the case of Ashland, the Ashland LOOP/LOCAP
Interest) pursuant to the right of first refusal procedures set forth in Section 10.04, (ii) such sale is completed within the time periods specified in Section 10.04, (iii) the other Member shall have approved the purchaser of such Membership
Interests (and, in the case of Ashland, the Ashland LOOP/LOCAP Interest), which approval shall not be unreasonably withheld or delayed and (iv) it shall use its commercially reasonable best efforts to (A) terminate the outstanding Original Lease
underlying each of its Designated Sublease Agreements on or prior to the date of such Transfer and (B) contribute the related Subleased Property to the Company or one of its subsidiaries at no cost to the Company or such subsidiary on or prior to
the date of such Transfer; provided, however, that (i) such Member shall not be obligated to pay more than a reasonable amount as consideration therefor to, or make more than a reasonable financial accommodation in favor of, or
commence litigation against, a third party lessor with respect to any such underlying Original Lease in order to obtain any consent required from such lessor and (ii) any additional cost associated with exercising an option under the Original Lease
to purchase Subleased Property or to terminate the Original Lease shall be deemed not to constitute an obligation to pay more than a reasonable amount. In the event that such Member is unable to terminate an outstanding Original Lease in accordance
with this Section 10.02(b), then (i) the Company shall be entitled to continue to sublease the Subleased Property pursuant to the related Designated Sublease Agreement until the term of the Original Lease expires, (ii) the Member shall continue to
use its commercially reasonable best efforts to terminate the Original Lease and contribute the Subleased Property to the Company as provided above; provided, however that (A) such Member shall not be obligated to pay more than a
reasonable amount as consideration therefor to, or make more than a reasonable financial accommodation in favor of, or commence litigation against, a third party lessor with respect to any such Original Lease in order to obtain any consent required
from such lessor and (b) any additional cost associated with exercising an option under the Original Lease to purchase Subleased Property or to terminate the Original Lease shall 

  

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be deemed not to constitute an obligation to pay more than a reasonable amount and (iii) if such Member subsequently acquires fee title to the Subleased
Property, such Member shall contribute such Subleased Property to the Company or one of its subsidiaries at no cost to the Company or such subsidiary at such time. It is expressly understood and agreed that, in determining whether to reasonably
withhold its approval of a proposed purchaser of Marathon’s Membership Interests pursuant to this Section 10.01(c), Ashland shall be entitled to consider the creditworthiness of such proposed purchaser, including whether such proposed purchaser
is likely to be able to perform all of Marathon’s and USX’s respective obligations under the Put/Call, Registration Rights and Standstill Agreement. 
  

(d) Transfer to Wholly Owned Subsidiary. A Member may Transfer all (but not part) of its Membership Interests at any time to a Wholly Owned
Subsidiary of such Member if (i) such Member shall have received an opinion from nationally recognized tax counsel acceptable to both Members that such Transfer will not result in a termination of the status of the Company as a partnership for
Federal income tax purposes and (ii) the transferring Member enters into an agreement with the other Member providing that so long as such Wholly Owned Subsidiary holds such transferring Member’s Membership Interests, such Wholly Owned
Subsidiary shall remain a Wholly Owned Subsidiary of such transferring Member. 
  
 (e) Transfer Pursuant to Put/Call, Registration Rights and Standstill Agreement. Ashland may Transfer all of its Membership Interests to Marathon in connection with the exercise by Marathon of its Marathon Call
Right or its Special Termination Right or the exercise by Ashland of its Ashland Put Right. In addition, Marathon may Transfer all of its Membership Interests to Ashland in connection with the exercise by Ashland of its Special Termination Right.

  
 (f) Consequences of Permitted Transfers. (i) In
connection with any Transfer by a Member to a third party transferee pursuant to Section 10.01(b), (A) such third party transferee shall at the time of such Transfer become subject to all of such transferring Member’s obligations hereunder and
shall succeed to all of such transferring Member’s rights hereunder and (B) such transferring Member shall be relieved of all of its obligations hereunder other than with respect to any default hereunder by such transferring Member or any of
its Affiliates hereunder that occurred prior to the time of such Transfer. 
  

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 (ii) In connection with any Transfer by a Member to a third party transferee or to the
other Member pursuant to Section 10.01(c), (A) such third party transferee or such other Member shall at the time of such Transfer become subject to all of such transferring Member’s obligations hereunder and shall succeed to all of such
transferring Member’s rights hereunder and (B) such transferring Member shall at the time of such Transfer be relieved of all of its obligations hereunder other than with respect to any default hereunder by such transferring Member or any of
its Affiliates that occurred prior to the time of such Transfer. 
  
 (iii) In connection with any Transfer by a Member to a Wholly Owned Subsidiary of such Member pursuant to Section 10.01(d), (A) such Wholly Owned Subsidiary shall at the time of such Transfer become subject to all of
such Member’s obligations hereunder and shall succeed to all of such Member’s rights hereunder and (B) such Member shall not be relieved of its obligations hereunder without the prior written consent of the other Member, which consent
shall not be unreasonably withheld or delayed. 
  
 (iv) In connection with any Transfer by Ashland to Marathon pursuant to Section 10.01(e), (A) Marathon shall at the time of such Transfer become subject to all of Ashland’s obligations hereunder and shall succeed to all of
Ashland’s rights hereunder and (B) Ashland shall at the time of such Transfer be relieved of all of its obligations hereunder other than with respect to any default hereunder by Ashland or any of its Affiliates that occurred prior to the
Exercise Date (as such term is defined in the Put/Call, Registration Rights and Standstill Agreement). 
  
 (v) In connection with any Transfer by Marathon to Ashland pursuant to Section 10.01(e), (A) Ashland shall at the time of such Transfer
become subject to all of Marathon’s obligations hereunder and shall succeed to all of Marathon’s rights hereunder and (B) Marathon shall at the time of such Transfer be relieved of all of its obligations hereunder other than with respect
to any default hereunder by Marathon or any of its Affiliates that occurred prior to the Special Termination Exercise Date (as such term is defined in the Put/Call, Registration Rights and Standstill Agreement). 
  

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 (vi) In connection with any Transfer by Ashland to a third party transferee pursuant to
Section 10.01(b), 10.01(c) or 10.01(d), such third party transferee shall at the time of such Transfer succeed to all of Ashland’s veto rights under Section 9.02(c); provided, that if Ashland Transfers its Membership Interests to a third
party transferee pursuant to Section 10.01(c), such third party transferee shall not thereafter be permitted to transfer its veto rights under Section 9.02(c) to another third party transferee pursuant to Section 10.01(c). 
  
 (vii) In connection with any Transfer by a Member to a third
party transferee pursuant to this Article X, such transferring Member shall retain all of the rights granted to a Member under Article VII to examine the books and records of the Company and to receive financial statements and reports prepared by
the Company until such time following such Transfer as such transferring Member ceases to have any liability under Article IX of the Asset Transfer and Contribution Agreement. 
  
 (g) Consequences of an Unpermitted Transfer. Any Transfer of a Member’s Membership Interests made in violation
of the applicable provisions of this Agreement shall be void and without legal effect. 
  
 SECTION 10.02. Conditions for Admission. No transferee of all of the Membership Interests of any Member shall be admitted as a Member hereunder unless (a) such Membership Interests are Transferred to a person
in compliance with the applicable provisions of this Agreement, (b) such transferee shall have executed and delivered to the Company such instruments as the Board of Managers deems necessary or desirable in its reasonable discretion to effectuate
the admission of such transferee as a Member and to confirm the agreement of such transferee or recipient to be bound by all the terms and provisions of this Agreement with respect to the Membership Interests acquired by such transferee and (c) such
transferee shall have executed and delivered an assignment and assumption agreement pursuant to Section 15.04 of the Put/Call, Registration Rights and Standstill Agreement. 
  
 SECTION 10.03. Allocations and Distributions. Subject to applicable Treasury Regulations, upon the Transfer of all
the Membership Interests of a Member as herein provided, the Profit or Loss of the Company attributable to the Membership Interests so transferred for the Fiscal Year during which such Transfer occurs shall be 

  

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allocated between the transferor and transferee as of the date set forth on the written assignment, and such allocation shall be based upon any permissible
method agreed to by the Members that is provided for in Code Section 706 and the Treasury Regulations issued thereunder. Except as otherwise expressly provided in Section 5.01 of the Put/Call, Registration Rights and Standstill Agreement,
distributions shall be made to the holder of record of the Membership Interests on the date of distribution. 
  
 SECTION 10.04. Right of First Refusal. (a) If a Member (the “Selling Member”) shall desire to sell all (but not part) of its
Membership Interests (which, for purposes of this Section 10.04, shall be deemed to include, in the case of Ashland, the Ashland LOOP/LOCAP Interest) pursuant to Section 10.01(c), then the Selling Member shall give notice (the “Offer
Notice”) to the other Member, identifying the proposed purchaser from whom it has received a bona fide offer and setting forth the proposed sale price (which shall be payable only in cash or purchase money obligations secured solely by the
Membership Interests being sold) and the other material terms and conditions upon which the Selling Member is proposing to sell such Membership Interests to such proposed purchaser. No such sale shall encompass or be conditioned upon the sale or
purchase of any property other than such Membership Interests (other than, in the case of Ashland, the Ashland LOOP/LOCAP Interest). The other Member shall have 30 days from receipt of the Offer Notice to elect, by notice to the Selling Member, to
purchase the Membership Interests offered for sale on the terms and conditions set forth in the Offer Notice. 
  
 (b) If a Member makes such election, the notice of election shall state a closing date not later than 60 days after the date of the Offer Notice. If such
Member breaches its obligation to purchase the Membership Interests of the Selling Member on the same terms and conditions as those contained in the Offer Notice after giving notice of its election to make such purchase (other than where such breach
is due to circumstances beyond such Member’s reasonable control), then, in addition to all other remedies available, the Selling Member may, at any time for a period of 270 days after such default, sell such Membership Interests to any person
at any price and upon any other terms without further compliance with the procedures set forth in Section 10.04. 
  
 (c) If the other Member gives notice within the 30-day period following the Offer Notice from the Selling Member that it elects not to purchase the
Membership Interests, the Selling Member may, within 120 days after the 

  

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end of such 30-day period (or 270 days in the case where such parties have received a second request under HSR), sell such Membership Interests to the
identified purchaser (subject to clause (iii) of Section 10.01(c)) on terms and conditions no less favorable to the Selling Member than the terms and conditions set forth in such Offer Notice. In the event the Selling Member shall desire to offer
the Membership Interests for sale on terms and conditions less favorable to it than those previously set forth in an Offer Notice, the procedures set forth in this Section 10.04 must again be initiated and applied with respect to the terms and
conditions as modified. 
  
 SECTION 10.05. Restriction on
Resignation or Withdrawal. Except in connection with a Transfer permitted pursuant to Section 10.01, neither Member shall resign or withdraw from the Company without the consent of the other Member. Any purported resignation or withdrawal from
the Company in violation of this Section 10.05 shall be null and void and of no force or effect. 
  
 ARTICLE XI 
  
 Liability, Exculpation and Indemnification 
  
 SECTION 11.01. Liability. Except as otherwise provided by the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities
of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person. 
  
 SECTION 11.02. Exculpation. (a) No Covered Person shall be liable to the Company or any other Covered Person for any
cost, expense, loss, damage, claim or liability incurred by reason of any act or omission performed or omitted by such Covered Person in such capacity, whether or not such person continues to be a Covered Person at the time of such cost, expense,
loss, damage, claim or liability is incurred or imposed, if the Covered Person acted in good faith and in a manner the Covered Person reasonably believed to be in or not opposed to the best interests of the Company, and if, with respect to any
criminal action or proceeding, such Covered Person had no reasonable cause to believe its conduct was unlawful, except that a Covered Person shall be liable for any such cost, expense, loss, damage, claim or liability incurred by reason of such
Covered Person’s breach of Section 12.02. 
  

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 (b) A Covered Person shall be fully protected in relying in good faith upon the records of the Company
and upon such information, opinions, reports or statements presented to the Company by any person as to any matters the Covered Person reasonably believes are within such other person’s professional or expert competence and who has been
selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of
assets from which distributions to Members might properly be paid. 
  
 SECTION 11.03. Indemnification. (a) To the fullest extent permitted by Applicable Law, a Covered Person shall be entitled to indemnification from the Company for any reasonable cost and expense, loss, damage, claim or liability
incurred by such Covered Person in connection with any pending, threatened or completed claim, action, suit or proceeding by reason of being a Covered Person or by reason of any act or omission performed or omitted by such Covered Person in such
capacity, whether or not such person continues to be a Covered Person at the time such cost, expense, loss, damage, claim or liability is incurred or imposed, if the Covered Person (i) has been successful on the merits or otherwise with respect to
such claim, action, suit or proceeding, or (ii) acted in good faith and in a manner the Covered Person reasonably believed to be in or not opposed to the best interests of the Company, and if, with respect to any criminal action or proceeding, such
Covered Person had no reasonable cause to believe its conduct was unlawful, except that no Covered Person shall be entitled to be indemnified in respect of any such cost, expense, loss, damage, claim or liability incurred by such Covered Person by
reason of such Covered Person’s breach of Section 12.02 with respect to such acts or omissions; provided, however, that any indemnity under this Section 11.03 shall be provided out of and to the extent of Company assets only, and
no Covered Person shall have any personal liability on account of such indemnification of any other Covered Person, and provided further that, in the case of officers, employees and agents of the Company, such right to indemnification shall be
subject to any further limitations or requirements that may be adopted by the Board of Managers, provided such limitations or requirements were adopted prior to the events that gave rise to the claim for indemnification. 
  
 (b) Expenses incurred with respect to any claim, action, suit or proceeding
of the character described in Section 11.03(a) shall be advanced to a Covered Person by 

  

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the Company prior to the final disposition thereof, but the Covered Person shall be obligated to repay such advances if it is ultimately determined that the
Covered Person is not entitled to indemnification under Section 11.03(a). As a condition to advancing expenses hereunder, the Company may require the Covered Person to sign a written instrument acknowledging his obligation to repay any advances
hereunder if it is ultimately determined he is not entitled to such indemnity. 
  
 (c) Notwithstanding anything in this Section 11.03 to the contrary, no Covered Person shall be indemnified in respect of any claim, action, suit or proceeding initiated by such Covered Person or his personal or legal
representative, or which involved the voluntary solicitation or intervention of such person or his personal or legal representative (other than an action to enforce indemnification rights hereunder or any action initiated with the approval of a
majority of the Board of Managers). 
  
 (d) The rights of
indemnification provided in this Section 11.03 shall be in addition to any other rights to which any Covered Person may otherwise be entitled to by contract or otherwise; and in the event of any Covered Person’s death, such rights shall extend
to such Covered Person’s heirs and personal representatives. 
  
 ARTICLE XII 
  
 Fiduciary Duties 
  
 SECTION 12.01. Duties and Liabilities of Covered Persons. To the
extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the
Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of a Covered Person otherwise existing at
law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Covered Person. 
  
 SECTION 12.02. Fiduciary Duties of Members of the Company and Members of the Board of Managers. Each Member and each member of the Board of
Managers shall have the fiduciary duties of loyalty and care (similar to the fiduciary duties of loyalty and care of directors of a business corporation governed by the General Corporation Law 

  

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of the State of Delaware) to the Company and all of the Members. Notwithstanding any provision of this Agreement to the contrary, each Member and each member
of the Board of Managers agrees to and shall exercise good faith, fairness and loyalty to the Company and to all of the Members, and shall make all decisions in a manner that such Member or such member of the Board of Managers reasonably believes to
be in the best interest of the Company and all of the Members. Notwithstanding the foregoing, this Section 12.02 is not intended to limit a Member’s ability to exercise or enforce any of its rights and remedies under this Agreement and the
other Transaction Documents in good faith, including, without limitation, Article IX of the Asset Transfer and Contribution Agreement. 
  
 ARTICLE XIII 
  
 Dispute Resolution Procedures 
  
 SECTION 13.01. General. All controversies, claims or disputes between the Members or between the Company and either Member that arise out of or relate to this Agreement or the construction, interpretation,
performance, breach, termination, enforceability or validity of this Agreement, or the commercial, economic or other relationship of the parties hereto, whether such claim is based on rights, privileges or interests recognized by or based upon
statute, contract, tort, common law or otherwise and whether such claim existed prior to or arises on or after January 1, 1998 (a “Dispute”) shall be resolved in accordance with the provisions of this Article XIII (except as
otherwise expressly provided in Sections 6.06 and 6.08). Notwithstanding anything to the contrary contained in this Article XIII, nothing in this Article XIII shall limit the ability of the directors and officers of either Member from communicating
directly with the directors and officers of the other Member. 
  
 SECTION 13.02. Dispute Notice and Response. Either Member may give the other Member written notice (a “Dispute Notice”) of any Dispute which has not been resolved in the normal course of business. Within fifteen
Business Days after delivery of the Dispute Notice, the receiving Member shall submit to the other Member a written response (the “Response”). The Dispute Notice and the Response shall each include (i) a statement setting forth the
position of the Member giving such notice, a summary of the arguments supporting such position and, if applicable, the relief sought and (ii) the name and title of a senior manager of such Member who has authority to settle the 

  

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Dispute and will be responsible for the negotiations related to the settlement of the Dispute (the “Senior Manager”). 
  
 SECTION 13.03. Negotiation Between Senior Managers. (a) Within 10 days
after delivery of the Response provided for in Section 13.02, the Senior Managers of both Members shall meet or communicate by telephone at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, and shall
negotiate in good faith to attempt to resolve the Dispute that is the subject of such Dispute Notice. If such Dispute has not been resolved within 45 days after delivery of the Dispute Notice, then the Members shall attempt to settle the Dispute
pursuant to Section 13.04. 
  
 (b) All negotiations between the
Senior Managers pursuant to this Section 13.03 shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations which is not otherwise independently discoverable
shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future arbitration or litigation. 
  
 SECTION 13.04. Negotiation Between Chief Executive Officer and President. (a) If the Dispute has not been resolved by negotiation between the
Senior Managers pursuant to Section 13.03, then within 10 Business Days after the expiration of the 45 day period provided in Section 13.03, the Chief Executive Officer of Ashland and the President of Marathon shall meet or communicate by telephone
at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, and shall negotiate in good faith to attempt to resolve the Dispute that is the subject of such Dispute Notice. If such Dispute has not been resolved
within 20 Business Days after the expiration of the 45 day period provided in Section 13.03, then (i) if the Dispute relates solely to (A) a claim by a Member or the Board of Managers that the other Member has failed to pay the Company a Designated
Sublease Amount or an amount in respect of a Member-Funded Capital Expenditure, a Member-Funded Indemnity Expenditure or an Agreed Additional Capital Contribution required to be made by it pursuant to Section 4.02 (a “Disputed Capital
Contribution Amount”), (B) the determination of any of the following amounts with respect to any period: distributions pursuant to Article V; the Aggregate Tax Rate; Adjusted DD&A; Adjusted EBITDA; EBITDA; Distributable Cash; the
Average Annual Level and adjustments to Adjustable Amounts; the Normal Annual Capital Budget Amount; Ordinary Course Lease Expenses; Profit and Loss; the Tax Distribution 

  

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Amount; the Tax Liability of any Member; and the determination of fair market value of property distributed in kind under Section 15.03, (C) the resolution
of any dispute arising under Section 8.11(b) with respect to Affiliate Transactions or (D) the resolution of any dispute arising under Section 8.12 with respect to certain Affiliate Transactions related to Crude Oil Purchases and Shared Services
(any Dispute relating to any of the matters set forth in clause (A), (B), (C) or (D) above being referred to herein as an “Arbitratable Dispute”), such Dispute shall be settled pursuant to the arbitration procedures set forth in
Appendix B and (ii) if the Dispute does not relate primarily to an Arbitratable Dispute, each party hereto shall be permitted to take such actions at law or in equity as it is otherwise permitted to take or as may be available under Applicable Law.

  
 (b) All negotiations between the Chief Executive Officer of
Ashland and the President of Marathon pursuant to this Section 13.04 shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations which is not otherwise
independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future arbitration or litigation. 
  
 SECTION 13.05. Right to Equitable Relief Preserved. Notwithstanding anything in this Agreement or Appendix B to the
contrary, either Member or the Company may at any time seek from any court of the United States located in the State of Delaware or from any Delaware state court, any interim, provisional or injunctive relief that may be necessary to protect the
rights or property of such party or maintain the status quo before, during or after the pendency of the negotiation process or the arbitration proceeding or any other proceeding contemplated by Section 13.03 or 13.04. 
  
 ARTICLE XIV 
  
 Rights and Remedies with Respect to Monetary Disputes 
  
 SECTION 14.01. Ability of Company to Borrow to Fund Disputed Monetary Amounts. (a) If the Company or a Member on
behalf of the Company (a “Non-Delinquent Member”) claims that the other Member (a “Delinquent Member”) owes the Company a monetary amount in respect of either (i) a Disputed Capital Contribution Amount or (ii) an
indemnification obligation under Article IX of the Asset Transfer and Contribution Agreement that the Company or the 

  

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Non-Delinquent Member claims the Delinquent Member owes the Company and is either (A) past due or (B) in dispute (a “Disputed Indemnification
Amount”) (each such claim described in clauses (i) and (ii) above being a “Monetary Dispute”, and each such claimed amount being a “Disputed Monetary Amount”), and if (1) the Disputed Monetary Amount
itself, or when added together all other Disputed Monetary Amounts, exceeds $7.5 million; (2) the Board of Managers (by vote of a majority of the Representatives of the Non-Delinquent Member at a special or regular meeting of the Board of Managers
(which majority shall constitute a quorum for purposes of the transaction of such business)) has determined that an out-of-pocket disbursement of such Disputed Monetary Amount or any portion thereof by the Company or one of its subsidiaries within
the next twelve months is reasonably necessary for the operation and conduct of the Company’s Business and, accordingly, that such amount should be paid within the next twelve months; (3) the aggregate amount of all Disputed Monetary Amounts
(or portions thereof) that the Board of Managers shall have determined pursuant to clause (2) above should be paid within the next twelve months (such aggregate amount being the “Additional Required Cash Amount”) exceeds $7.5
million; (4) postponement by the Company or such subsidiary of such disbursement until such time as the Monetary Dispute is reasonably likely to be finally resolved pursuant to an arbitration proceeding in accordance with Appendix B to this
Agreement or Appendix B to the Asset Transfer and Contribution Agreement, as applicable (an “Arbitration Proceeding”), would have, or would reasonably be expected to have, a Material Adverse Effect on the Company’s Business;
and (5) the Delinquent Member has not paid the Company the Disputed Monetary Amount pursuant to Section 14.02 or otherwise, then the Board of Managers (by vote of a majority of the Representatives of the Non-Delinquent Member at a special or regular
meeting of the Board of Managers (which majority shall constitute a quorum for purposes of the transaction of such business)) shall be permitted to cause the Company to incur an amount of Indebtedness equal to such Additional Required Cash Amount,
which Indebtedness may be borrowed from a third party or the Non-Delinquent Member. 
  
 (b) If the Non-Delinquent Member lends the Company the Additional Required Cash Amount pursuant to Section 14.01(a), then (i) the amount actually lent by the Non-Delinquent Member (the “Advanced
Amount”) and all accrued interest thereon shall be due and payable on the Arbitration Payment Due Date (provided that the Company shall be permitted to prepay the Advanced Amount in whole or in part at any time prior to such date);
and (ii) the Advanced Amount shall bear interest at the Base Rate from 

  

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the date on which such advance is made until the date that the Advanced Amount, together with all interest accrued thereon, is repaid to the Non-Delinquent
Member. 
  
 SECTION 14.02. Interim Payment of Disputed Monetary
Amount. In order to reduce the amount of liquidated damages that a Delinquent Member would be required to pay to the Company pursuant to Section 14.03 in the event that such Delinquent Member loses in an Arbitration Proceeding with respect to a
Monetary Dispute, the Delinquent Member shall be permitted to pay the Company the related Disputed Monetary Amount prior to the commencement of such Arbitration Proceeding. The Arbitration Tribunal or Sole Arbitrator, as applicable, shall not take
into consideration in determining the liability of the Delinquent Member, a decision by such Delinquent Member to pay the Disputed Monetary Amount prior to the commencement of the Arbitration Proceeding. 
  
 SECTION 14.03. Liquidated Damages. (a) No Interim Payment of
Disputed Monetary Amount—Delinquent Member is Found Liable for Final Monetary Amount. If (i) it is finally determined in an Arbitration Proceeding that a Delinquent Member owes the Company a monetary amount in respect of (A) a Disputed
Capital Contribution Amount or (B) a Disputed Indemnification Amount (each such finally determined amount being a “Final Monetary Amount”) and (ii) the Delinquent Member had not paid the Company the Disputed Monetary Amount prior to
the commencement of such Arbitration Proceeding pursuant to Section 14.02, then the Delinquent Member shall promptly, and in any event on or before the tenth Business Day following the date on which the Arbitration Tribunal or Sole Arbitrator makes
its final determination (such tenth Business Day being the “Arbitration Payment Due Date”), pay to the Company (A) the Final Monetary Amount, together with interest, accrued from the commencement of the Arbitration Proceeding to the
date that the Delinquent Member pays the Final Monetary Amount to the Company, on the Final Monetary Amount, at a rate per annum equal to (1) during the period from the commencement of the Arbitration Proceeding to the Arbitration Payment Due Date,
the Prime Rate and (2) at any time thereafter, 150% of the Prime Rate, in each case, with daily accrual of interest, plus (B) an amount equal to 25% of the Final Monetary Amount. 
  
 (b) Interim Payment of Disputed Monetary Amount—Delinquent Member is Found Liable for the Same Amount. If (i) it
is finally determined in an Arbitration Proceeding that a Delinquent Member owes the Company a Final Monetary Amount, (ii) the Final Monetary Amount is equal to the 

  

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Disputed Monetary Amount and (iii) the Delinquent Member had paid the Company the Disputed Monetary Amount prior to the commencement of such Arbitration
Proceeding pursuant to Section 14.02, then if the Final Monetary Amount is equal to the Disputed Monetary Amount, the Delinquent Member shall not owe the Company any other amount in respect of the Monetary Dispute. 
  
 (c) Interim Payment of Disputed Monetary Amount—Delinquent Member is
Found Liable for a Greater Amount. If (i) it is finally determined in an Arbitration Proceeding that a Delinquent Member owes the Company a Final Monetary Amount, (ii) the Final Monetary Amount is greater than the Disputed Monetary Amount and
(iii) the Delinquent Member had paid the Company the Disputed Monetary Amount prior to the commencement of such Arbitration Proceeding pursuant to Section 14.02, then the Delinquent Member shall promptly, and in any event on or before the
Arbitration Payment Due Date, pay to the Company an amount (an “Additional Monetary Amount”) equal to (A) the Final Monetary Amount less (B) the Disputed Monetary Amount, together with interest, accrued from the commencement of the
Arbitration Proceeding to the date that the Delinquent Member pays the Additional Monetary Amount to the Company, on the Additional Monetary Amount, at a rate per annum equal to (1) during for the period from the commencement of the Arbitration
Proceeding to the Arbitration Payment Due Date, the Prime Rate and (2) at any time thereafter, 150% of the Prime Rate, in each case, with daily accrual of interest. 
  
 (d) Interim Payment of Disputed Monetary Amount—Delinquent Member is Found Liable for a Lesser Amount. If (i) it
is finally determined in an Arbitration Proceeding that a Delinquent Member owes the Company a Final Monetary Amount, (ii) the Final Monetary Amount is less than the Disputed Monetary Amount and (iii) the Delinquent Member had paid the Company the
Disputed Monetary Amount prior to the commencement of such Arbitration Proceeding, then the Company shall promptly, and in any event on or before the Arbitration Payment Due Date, repay to the Delinquent Member an amount (a “Refundable
Amount”) equal to (A) the Disputed Monetary Amount less (B) the Final Monetary Amount, together with interest, accrued from the commencement of the Arbitration Proceeding to the date that the Company repays the Refundable Amount to the
Delinquent Member, on the Refundable Amount, at a rate per annum equal to (1) during the period from the commencement of the Arbitration Proceeding to the Arbitration Payment Due Date, the Prime Rate and (2) at any time thereafter, 150% of the Prime
Rate, in each case, with daily accrual of interest. 
  

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 (e) Interim Payment of Disputed Monetary Amount—Delinquent Member is Found Not Liable for
Disputed Monetary Amount. If (i) it is finally determined in an Arbitration Proceeding that a Delinquent Member does not owe the Company the related Disputed Monetary Amount and (ii) the Delinquent Member had paid the Company the Disputed
Monetary Amount prior to the commencement of such Arbitration Proceeding, then the Company shall promptly, and in any event on or before the Arbitration Payment Due Date, repay to the Delinquent Member an amount equal to the Disputed Monetary
Amount, together with interest, accrued from the commencement of the Arbitration Proceeding to the date that the Company repays the Disputed Monetary Amount to the Delinquent Member, on the Disputed Monetary Amount, at a rate per annum equal to (A)
during the period from the commencement of the Arbitration Proceeding to the Arbitration Payment Due Date, the Prime Rate and (B) at any time thereafter, 150% of the Prime Rate, in each case, with daily accrual of interest. 
  
 SECTION 14.04. Right of Set-Off. Notwithstanding any provision to the
contrary contained in this Agreement, if at the time of a Distribution Date a Delinquent Member has failed to pay the Company an amount that it was required pursuant to Section 14.03 to pay to the Company on or before such Distribution Date, then on
such Distribution Date, the Company shall be permitted to set off from the distribution that it would otherwise be required to make to such Delinquent Member pursuant to Section 5.01 on such Distribution Date, an amount equal to such unpaid amount.
If the amount of the distribution that such Delinquent Member was otherwise entitled to receive pursuant to Section 5.01 on such Distribution Date is less than the aggregate amount that such Delinquent Member owes to the Company pursuant to Section
14.03, then the Company shall be permitted to set off from subsequent distributions that it would otherwise make to such Delinquent Member pursuant to Section 5.01 the remaining unpaid amount until such time as such remaining unpaid amount shall
have been paid in full. A Delinquent Member’s interest in distributions to be made to such Delinquent Member pursuant to Section 5.01 shall be reduced by any amount set off by the Company against such distributions pursuant to this Section
14.04(a). 
  
 SECTION 14.05. Security Interest. (a) Each
Member hereby agrees that if (i) it has failed to pay the Company an amount that it was required to pay to the Company pursuant to Section 14.03 on or prior to the related Arbitration Payment Due Date, and (ii) the Board of Managers (by vote of a
majority of the Representatives of the other Member at a special or regular meeting of the Board of 

  

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Managers (which majority shall constitute a quorum for purposes of the transaction of such business) so requests, such Member shall (A) on the Business Day
next following such Arbitration Payment Due Date, grant to the Company, as security for the performance of its obligation to pay the Company such amount owed (but for no other amount), a first priority security interest in its Membership Interests
and the proceeds thereof (a “Security Interest”), all under the Uniform Commercial Code of the State of Delaware and (ii) promptly thereafter, execute and deliver to the Company all financing statements and other instruments that
the Board of Managers (by vote of a majority of the Representatives of the other Member at a special or regular meeting of the Board of Managers (which majority shall constitute a quorum for purposes of the transaction of such business)) may request
to effectuate and carry out the preceding provisions of this Section 14.05(a). The Company shall be entitled to all the rights and remedies of a secured party under the Uniform Commercial Code of the State of Delaware with respect to any Security
Interest granted by such Member. At the option of the Company, this Agreement or a carbon, photographic, or other copy hereof may serve as a financing statement with respect to any such Security Interest. For purposes of perfecting a Security
Interest, a Member’s Membership Interests shall be deemed to be a “security” governed by Chapter 8 of the Delaware Uniform Commercial Code and as such term is therein defined in Section 8-102(c) thereunder. 
  
 (b) If the Company incurs Indebtedness pursuant to Section 14.01 by borrowing
from a Non-Delinquent Member, the Company shall be permitted to assign all its rights with respect to a Security Interest granted to it pursuant to Section 14.05(a) to such Non-Delinquent Member as security for such Indebtedness; provided
that such Non-Delinquent Member shall not be permitted to assign such Security Interest to a third party. 
  
 ARTICLE XV 
  
 Dissolution and Termination 
  
 SECTION 15.01.
Dissolution. The Company shall be dissolved and its business and affairs wound up upon the earliest to occur of any one of the following events: 
  
 (a) the expiration of the Term of the Company; 
  

(b) the sale or other disposition of all or substantially all the property of the Company; 
  

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 (c) the written consent of both Members; 
  
 (d) the unanimous agreement of all Representatives on the
Board of Managers; 
  
 (e) the bankruptcy,
involuntary liquidation or dissolution of either Member; or 
  
 (f) the entry of a decree of judicial dissolution pursuant to Section 18-802 of the Delaware Act. 
  
 The bankruptcy, involuntary liquidation of dissolution of a Member shall cause a Member to cease to be a member of the Company. Notwithstanding the foregoing, the Company
shall not be dissolved and its business and affairs shall not be wound up upon the occurrence of any event specified in (i) clause (e) above if within 90 days after the date on which such event occurs, the remaining Member elects in writing to
continue the business of the Company or (ii) clause (a) above if a Non-Terminating Member purchases the Membership Interests of the Terminating Member pursuant to its Special Termination Right. Except as provided in this paragraph and Section
15.01(e), and to the fullest extent permitted by the Delaware Act, the occurrence of an event that causes a Member to cease to be a member of the Company shall not cause the Company to be dissolved or its business or affairs to be wound up, and upon
the occurrence of such an event, the business of the Company shall continue without dissolution. 
  
 SECTION 15.02. Winding Up of Company. Upon dissolution, the Company’s business shall be liquidated in an orderly manner. The Board of Managers
shall act as the liquidating trustee (unless the Board of Managers elects to appoint a liquidating trustee) to wind up the affairs of the Company pursuant to this Agreement. In performing its duties, the liquidating trustee is authorized to sell,
distribute, exchange or otherwise dispose of the assets of the Company in accordance with the Delaware Act and in any reasonable manner that the liquidating trustee shall determine to be in the best interest of the Members or their
successors-in-interest. 
  
 SECTION 15.03. Distribution of
Property. In the event the Board of Managers determines that it is necessary in connection with the liquidation of the Company to make a distribution of property in kind, such property shall be transferred and conveyed to the Members so as to
vest in each of them as a tenant in common an undivided interest in the whole of such property equal to their interests in the property based upon the amount of cash that would be 

  

 84 







 
distributed to each of the Members in accordance with Article V if such property were sold for an amount of cash equal to the fair market value of such
property, as determined and approved by the Board of Managers pursuant to a vote in accordance with Section 8.07(b). 
  
 SECTION 15.04. Time Limitation. Any liquidating distribution pursuant to this Article XV shall be made no later than the later of (a) the end of
the taxable year during which such liquidation occurs and (b) 90 days after the date of such liquidation. 
  
 SECTION 15.05. Termination of Company. The Company shall terminate when all assets of the Company, after payment of or due provision for all debts,
liabilities and obligations of the Company, shall have been distributed to the Members in the manner provided for in this Agreement, and the Certificate of Formation shall have been canceled in the manner provided by the Delaware Act. 
  
 ARTICLE XVI 
  
 Miscellaneous 
  
 SECTION 16.01. Notices. Any notice, consent or approval to be given under this Agreement shall be in writing and shall be deemed to have been given
if delivered: (i) personally by a reputable courier service that requires a signature upon delivery; (ii) by mailing the same via registered or certified first-class mail, postage prepaid, return receipt requested; or (iii) by telecopying the same
with receipt confirmation (followed by a first-class mailing of the same) to the intended recipient. Any such writing will be deemed to have been given: (a) as of the date of personal delivery via courier as described above; (b) as of the third
calendar day after depositing the same into the custody of the postal service as evidenced by the date-stamped receipt issued upon deposit of the same into the mails as described above; and (c) as of the date and time electronically transmitted in
the case of telecopy delivery as described above, in each case addressed to the intended party at the address set forth below: 
  
 To the Board of Managers: 
  
 Marathon Ashland Petroleum LLC 
 539 South
Main Street 
 Findlay, Ohio 45840 
 Attn: General Counsel 
 Phone: (419) 422-2121 
 Fax: (419) 421-4115 
  

 85 







 To Marathon: 
  
 Marathon Oil Company 
 5555 San Felipe

 P.O. Box 3128 
 Houston, TX
77056-2723 
 Attn: General Counsel 
 Phone: (713) 296-4137 
 Fax: (713) 296-4171 
  

To Ashland: 
  
 Ashland Inc. 
 50 E. RiverCenter Boulevard

 P.O. Box 391 
 Covington, KY
41012-0391 
 Attn: General Counsel 
 Phone: (606) 815-4711 
 Fax: (606) 815-3823 
  

Any party may designate different addresses or telecopy numbers by notice to the other parties. 
  
 SECTION 16.02. Merger and Entire Agreement. This Agreement (including the Exhibits, Schedules and Appendices attached
hereto), together with the other Transaction Documents (including the exhibits, schedules and appendices thereto) and certain other agreements executed contemporaneously with the Master Formation Agreement constitutes the entire Agreement of the
parties hereto and supersedes any prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof. 
  
 SECTION 16.03. Assignment. A party hereto shall not assign all or any
of its rights, obligations or benefits under this Agreement to any third party otherwise than (i) in connection with a Transfer of its Membership Interests pursuant to Article X, (ii) with the prior written consent of the other party hereto, which
consent may be withheld in such party’s sole discretion, (iii) the granting by a Member of a Security Interest to the Company pursuant to Section 14.05 or (iv) pursuant to Article V of the Put/Call, Registration Rights and Standstill Agreement,
and any attempted assignment not in compliance with this Section 16.03 shall be void ab initio. 
  

 86 







 SECTION 16.04. Parties in Interest. This Agreement shall inure to the benefit of, and be binding
upon, the parties hereto and their respective successors, legal representatives and permitted assigns. 
  
 SECTION 16.05. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. 
  
 SECTION 16.06.
Amendment; Waiver. This Agreement may not be amended except in a written instrument signed by each of the parties hereto and expressly stating it is an amendment to this Agreement. Any failure or delay on the part of any party hereto in
exercising any power or right hereunder shall not operate as a waiver thereof, nor shall any single or partial exercise of any such right or power preclude any other or further exercise thereof or the exercise of any other right or power hereunder
or otherwise available at law or in equity. 
  
 SECTION 16.07.
Severability. If any term, provision, covenant, or restriction of this Agreement or the application thereof to any person or circumstance, at any time or to any extent, is held by a court of competent jurisdiction or other Governmental
Authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement (or the application of such provision in other jurisdictions or to persons or circumstances other than those to
which it was held invalid or unenforceable) shall in no way be affected, impaired or invalidated, and to the extent permitted by Applicable Law, any such term, provision, covenant or restriction shall be restricted in applicability or reformed to
the minimum extent required for such to be enforceable. This provision shall be interpreted and enforced to give effect to the original written intent of the parties hereto prior to the determination of such invalidity or unenforceability.

  
 SECTION 16.08. GOVERNING LAW. THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH SECTION 18-1101 OF THE DELAWARE ACT. ANY
RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR PROCEEDING RELATED TO OR ARISING OUT OF THIS AGREEMENT, OR ANY TRANSACTION OR CONDUCT IN CONNECTION HEREWITH, IS WAIVED. 
  

 87 







 SECTION 16.09. Enforcement. The parties hereto agree that irreparable damage would occur in the
event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions to prevent
breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Delaware Chancery Court; provided that if the Delaware Chancery Court does not have jurisdiction with respect to such matter, the parties
hereto shall be entitled to enforce specifically the terms and provisions of this Agreement in any court of the United States located in the State of Delaware or in Delaware state court, this being in addition to any other remedy to which they are
entitled at law or in equity. In addition, each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the Delaware Chancery Court in the event that any dispute arises out of this Agreement or any of the transactions
contemplated by this Agreement; provided that if the Delaware Chancery Court does not have jurisdiction with respect to any such dispute, such party consents to submit itself to the personal jurisdiction of any Federal court located in the
State of Delaware or any Delaware state court, (ii) agrees to appoint and maintain an agent in the State of Delaware for service of legal process, (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other
request for leave from any such court, (iv) agrees that it will not plead or claim in any such court that any action relating to this Agreement or any of the transactions contemplated by this Agreement in any such court has been brought in an
inconvenient forum and (v) agrees that it will not initiate any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than (1) the Delaware Chancery Court, or (2)if the Delaware Chancery Court
does not have jurisdiction with respect to such action, a Federal court sitting in the State of Delaware or a Delaware state court. 
  
 SECTION 16.10. Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or of
any Member. 
  
 SECTION 16.11. No Bill for Accounting. In
no event shall either Member have any right to file a bill for an accounting or any similar proceeding. 
  
 SECTION 16.12. Waiver of Partition. Each Member hereby waives any right to partition of the Company property. 
  

 88 







 SECTION 16.13. Table of Contents, Headings and Titles. The table of contents and section headings
of this Agreement and titles given to Exhibits and Schedules to this Agreement are for reference purposes only and are to be given no effect in the construction or interpretation of this Agreement. 
  
 SECTION 16.14. Use of Certain Terms; Rules of Construction. As used in
this Agreement, the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular paragraph, subparagraph, section,
subsection or other subdivision. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural
and vice versa. Each party hereto agrees that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation or construction of this Agreement or any Transaction
Document. 
  
 SECTION 16.15. Holidays. Notwithstanding any
deadline for payment, performance, notice or election under this Agreement, if such deadline falls on a date that is not a Business Day, then the deadline for such payment, performance, notice or election will be extended to the next succeeding
Business Day. 
  
 SECTION 16.16. Third Parties. Nothing
herein expressed or implied is intended or shall be construed to confer upon or give any person and their respective successors, legal representatives and permitted assigns any rights, remedies or basis for reliance upon, under or by reason of this
Agreement. 
  
 SECTION 16.17. Liability for Affiliates.
Except where and to the extent that a contrary intention otherwise appears, where a Member undertakes to cause its Affiliates to take or abstain from taking any action, such undertaking shall mean (i) in the case of any Affiliate that is controlled
by such Member, that such Member shall cause such Affiliate to take or abstain from taking such action and (ii) in the case of an Affiliate that controls or is under common control with such Member, that such Member shall use its commercially
reasonable best efforts to cause such Affiliates to take or abstain from taking such action; provided, however, that such Member shall not be required to violate, or cause any director of such Affiliate to violate, any fiduciary duty
to minority shareholders of such Affiliate. 
  

 89 







 IN WITNESS WHEREOF, this Agreement has been duly executed by the Members as of the day and year first
above written. 
  

			
	MARATHON OIL COMPANY
		
	by	 	/s/    V. G. BEGHNI        
	 Name:
 Title:
	 	 Victor G. Beghini
 President



  

			
	ASHLAND INC.
		
	by	 	/s/    PAUL W. CHELLGREN        
	 Name:
 Title:
	 	 Paul W. Chellgren
 Chairman of the Board and Chief Executive Officer



  

 90 







 APPENDIX A 
  
 DEFINITION OF TERMS 
  
 The following terms shall have the following meanings wherever they appear in a Transaction Document (as hereinafter defined) and such meanings shall be
equally applicable to both the singular and the plural forms of the terms herein defined. References herein to an agreement, instrument or document shall, unless otherwise expressly provided, include such agreement, instrument or document as the
same may be amended, modified or supplemented from time to time in accordance with its terms and as permitted by the Transaction Documents and shall include the permitted successors to, and assigns of, any Person. 
  
 “Addendum and Joinder” shall mean the Addendum and Joinder to the Asset
Transfer and Contribution Agreement in substantially the form attached as Exhibit W to the Asset Transfer and Contribution Agreement. 
  
 “Affiliate” shall mean, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is
controlled by or is under common control with, the Person in question; provided, however, that unless otherwise indicated, neither the Company nor any of its subsidiaries shall be considered an Affiliate of Marathon, USX or Ashland. 
  
 “Affiliated Ashland Group” shall have the meaning set forth in Section
6.4(c) of the Asset Transfer and Contribution Agreement. 
  
 “Affiliated
Marathon Group” shall have the meaning set forth in Section 5.4(c) of the Asset Transfer and Contribution Agreement. 
  
 “Applicable GAAP” shall have the meaning set forth in Section 1.02 of the LLC Agreement. 
  
 “Applicable Law” shall mean any applicable statute, law, regulation, ordinance, rule, judgment, rule of law, order, decree,
permit, approval, concession, grant, franchise, license, agreement, requirement, or other governmental restriction or any similar form of decision of, or any provision or condition of any permit, license or other operating authorization issued under
any of the foregoing by, or any determination by any Governmental Authority having or asserting jurisdiction over the matter or matters in question, whether now or hereafter in effect and in each case as amended (including without limitation, all of
the terms and provisions of the common law of such Governmental Authority), as interpreted and enforced at the time in question. 
  
 “Ashland” shall mean Ashland Inc., a Kentucky corporation, or its successor. 
  

 A-1 







 “Ashland Asset Leases” shall have the meaning set forth in Section 3.1(g) of the Asset Transfer and
Contribution Agreement. 
  
 “Ashland Asset Transfer and Contribution
Agreement Disclosure Letter” shall mean the letter from Ashland to Marathon and the Company dated the date of and relating to the Asset Transfer and Contribution Agreement. 
  
 “Ashland Assumed Liabilities” shall have the meaning set forth in Section 3.3 of the Asset Transfer and Contribution
Agreement. 
  
 “Ashland Benefit Plan” shall mean every Employee
Benefit Plan sponsored, maintained, or contributed to, or required to be contributed to, by Ashland, or any ERISA Affiliate of Ashland, for the benefit of current or former employees of Ashland’s Business in the United States. 
  
 “Ashland Chemical Product Sale Agreement” shall mean the Ashland Chemical
Product Sale Agreement in substantially the form attached as Exhibit P to the Asset Transfer and Contribution Agreement. 
  
 “Ashland Commercial Affiliates” shall have the meaning set forth in Section 4.1 of the Master Formation Agreement. 
  
 “Ashland Consent Decrees” shall mean any consent decrees, consent orders,
agreed orders, notices of violation, judgments, decrees or similar orders or obligations entered into prior to Closing or relating to any investigations of which Ashland had received notice from the appropriate Governmental Authority prior to
Closing. 
  
 “Ashland Contracts” shall have the meaning set forth
in Section 3.1(o) of the Asset Transfer and Contribution Agreement. 
  
 “Ashland Designated Sublease Agreements” shall mean the Ashland Sublease Agreements in substantially the forms attached as Exhibit L to the Asset Transfer and Contribution Agreement. 
  
 “Ashland Designated UST Environmental Contamination” shall mean any
Environmental Contamination associated with, or discovered as part of, Ashland’s 1998 underground storage tank upgrade program at the Ashland Service Stations set forth on Schedule 9.1(c) to the Ashland Asset Transfer and Contribution Agreement
Disclosure Letter under the heading “Ashland Designated UST Environmental Contamination.” 
  
 “Ashland Environmental Loss” shall mean any Environmental Loss to the extent arising out of, based on, or occurring in connection with Ashland’s Business prior to Closing or related to the
ownership, use, operation or maintenance of, or related to the reporting practices associated with, the Ashland Transferred Assets prior to Closing, whether or not Asserted prior to Closing. 
  

 A-2 







 “Ashland Excluded Assets” shall have the meaning set forth in Section 3.2 of the Asset Transfer and
Contribution Agreement. 
  
 “Ashland Excluded Liabilities” shall
have the meaning set forth in Section 3.4 of the Asset Transfer and Contribution Agreement. 
  
 “Ashland Excluded Taxes” shall have the meaning set forth in Section 3.3(i) of the Asset Transfer and Contribution Agreement. 
  
 “Ashland Financial Statements” shall have the meaning set forth in Section 4.6 of the Master Formation Agreement.

  
 “Ashland General Assignment and Assumption Agreement” shall
mean the General Assignment and Assumption Agreement in substantially the form attached as of Exhibit I to the Asset Transfer and Contribution Agreement. 
  
 “Ashland Indemnified Persons” shall mean Ashland and its Affiliates and their respective employees, officers and directors. 
  
 “Ashland Information Package” shall have the meaning set forth in Section
4.8 of the Master Formation Agreement. 
  
 “Ashland Intellectual Property
License Agreement” shall mean the Intellectual Property License Agreement in substantially the form attached as Exhibit J-1 to the Asset Transfer and Contribution Agreement. 
  
 “Ashland Joint Contracts” shall have the meaning set forth in Section 3.6(b) of the Asset Transfer and Contribution
Agreement. 
  
 “Ashland Joint Permits” shall have the meaning set
forth in Section 3.6(c) of the Asset Transfer and Contribution Agreement. 
  
 “Ashland Joint Services Agreement” shall mean the Ashland Joint Services Agreement in substantially the form attached as Exhibit Q to the Asset Transfer and Contribution Agreement. 
  
 “Ashland Lease Agreements” shall mean the Lease Agreements in substantially
the form attached as Exhibit K to the Asset Transfer and Contribution Agreement. 
  
 “Ashland LOOP/LOCAP Interest” shall have the meaning set forth in Section 1.01 of the Put/Call, Registration Rights and Standstill Agreement. 
  
 “Ashland Master Formation Agreement Disclosure Letter” shall mean the letter from Ashland to Marathon dated the date of and
relating to the Master Formation Agreement. 
  

 A-3 







 “Ashland Material Contracts” shall have the meaning set forth in Section 6.9 of the Asset Transfer and
Contribution Agreement. 
  
 “Ashland Material Permits” shall have
the meaning set forth in Section 6.3 of the Asset Transfer and Contribution Agreement. 
  
 “Ashland 1997 Balance Sheet” shall mean the audited balance sheet of Ashland appearing in the Ashland Financial Statements. 
  
 “Ashland Ongoing Remediation” shall mean, with respect to any Ashland Environmental Loss, Remediation Activities that either were commenced prior to
Closing or that relate to any investigation of which Ashland had received notice from the appropriate Governmental Authority prior to Closing. 
  
 “Ashland Other Real Property Rights” shall have the meaning set forth in Section 3.1(h) of the Asset Transfer and Contribution Agreement. 
  
 “Ashland Other Sublease Agreements” shall mean the Ashland Sublease
Agreements in substantially the forms attached as Exhibit M to the Asset Transfer and Contribution Agreement. 
  
 “Ashland Pension Plan” shall have the meaning set forth in Section 10.5(c)(i) of the Asset Transfer and Contribution Agreement. 
  
 “Ashland Permits” shall have the meaning set forth in Section 3.1(p) of the Asset Transfer and Contribution Agreement.

  
 “Ashland Personal Property Leases” shall have the meaning set
forth in Section 3.1(j) of the Asset Transfer and Contribution Agreement. 
  
 “Ashland Personal Property Owned” shall have the meaning set forth in Section 3.1(i) of the Asset Transfer and Contribution Agreement. 
  

“Ashland Pipelines” shall have the meaning set forth in Section 3.1(c) of the Asset Transfer and Contribution Agreement. 
  
 “Ashland Proprietary Rights” shall have the meaning set forth in Section
6.10(a) of the Asset Transfer and Contribution Agreement. 
  
 “Ashland
Quitclaim Deeds” shall mean the Quitclaim Deeds substantially in the forms attached as Exhibit H to the Asset Transfer and Contribution Agreement. 
  
 “Ashland Real Property Leased” shall have the meaning set forth in Section 3.1(f) of the Asset Transfer and Contribution Agreement. 
  

 A-4 







 “Ashland Real Property Leases” shall have the meaning set forth in Section 3.1(f) of the Asset Transfer
and Contribution Agreement. 
  
 “Ashland Real Property Owned”
shall have the meaning set forth in Section 3.1(e) of the Asset Transfer and Contribution Agreement. 
  
 “Ashland Records” shall have the meaning set forth in Section 3.1(s) of the Asset Transfer and Contribution Agreement. 
  
 “Ashland Refineries” shall have the meaning set forth in Section 3.1(a) of the Asset Transfer and Contribution Agreement.

  
 “Ashland Restricted Asset” shall have the meaning set forth
in Section 3.6(a) of the Asset Transfer and Contribution Agreement. 
  
 “Ashland Restricted Liability” shall have the meaning set forth in Section 3.6(a) of the Asset Transfer and Contribution Agreement. 
  
 “Ashland Restriction” shall have the meaning set forth in Section 3.6(a) of the Asset Transfer and Contribution Agreement. 
  
 “Ashland Retirement Plan” shall have the meaning set forth in Section
10.7(a) of the Asset Transfer and Contribution Agreement. 
  
 “Ashland
Service Stations” shall have the meaning set forth in Section 3.1(d) of the Asset Transfer and Contribution Agreement. 
  
 “Ashland Shut-Down Refinery Assets” shall mean those portions of shut down refineries of Ashland that are operating as terminals and are being leased to
the Company pursuant to the Ashland Lease Agreements. 
  
 “Ashland
Sublease Agreements” shall mean the Ashland Designated Sublease Agreements and the Ashland Other Sublease Agreements. 
  
 “Ashland Subsidiaries” shall have the meaning set forth in Section 4.1 of the Master Formation Agreement. 
  
 “Ashland Subsidiaries Interests” shall have the meaning set forth in Section
4.10 of the Master Formation Agreement. 
  
 “Ashland Supplier Cooperation
Agreement” shall mean the Ashland Supplier Cooperation Agreement substantially in the form of Exhibit S to the Asset Transfer and Contribution Agreement. 
  

 A-5 







 “Ashland Terminals” shall have the meaning set forth in Section 3.1(b) of the Asset Transfer and
Contribution Agreement. 
  
 “Ashland Trademark License Agreement”
shall mean the Ashland Trademark License Agreement in substantially the form attached as Exhibit J-2 to the Asset Transfer and Contribution Agreement. 
  
 “Ashland Transferred Assets” shall have the meaning set forth in Section 3.1 of the Asset Transfer and Contribution Agreement. 
  
 “Ashland Transferred Employees” shall have the meaning set forth in Section
10.1(c) of the Asset Transfer and Contribution Agreement. 
  
 “Ashland
Transferring Affiliates” shall have the meaning set forth in Section 4.1 of the Master Formation Agreement. 
  
 “Ashland Transferring Affiliate Interests” shall have the meaning set forth in Section 4.11 of the Master Formation Agreement. 
  
 “Ashland Transferring Entities” shall have the meaning set forth in Section
4.1 of the Master Formation Agreement. 
  
 “Ashland VEBA” shall
have the meaning set forth in Section 10.14 of the Asset Transfer and Contribution Agreement. 
  
 “Ashland Working Capital Shortfall” shall have the meaning set forth in Section 4.3(g) of the Asset Transfer and Contribution Agreement. 
  
 “Ashland’s Adjusted Capital Expenditures” shall have the meaning set forth in Section 4.4(c) of the Asset Transfer and
Contribution Agreement. 
  
 “Ashland’s Business” shall mean
that portion of Ashland’s business, tangible assets, intangible assets, rights, contracts, permits, licenses and other rights which comprise Ashland’s petroleum supply, refining, marketing and transportation business (excluding the Ashland
Excluded Assets and Ashland Excluded Liabilities). 
  
 “Ashland’s
Target Capital Expenditures” shall have the meaning set forth in Section 4.4(a) of the Asset Transfer and Contribution Agreement. 
  
 “Asserted” shall mean with respect to an Environmental Loss, that the Indemnified Party has provided written notice to the Indemnifying Party either of
(i) its receipt of written notice, including letters of inquiry, requests for information or other investigatory inquiries, from a Governmental Authority relating to such Environmental Loss or (ii) the existence of facts, conditions or circumstances
from which the Indemnified Party has reasonably concluded, based on an opinion of 

  

 A-6 







 
counsel delivered at any time after the Closing Date to such Indemnified Party, that an Environmental Loss may result. 
  
 “Asset Transfer and Contribution Agreement” shall mean the Asset Transfer
and Contribution Agreement dated as of December 12, 1997, among Marathon, Ashland and the Company, including any appendices and exhibits to the Asset Transfer and Contribution Agreement and the Asset Transfer and Contribution Agreement Disclosure
Letters. 
  
 “Asset Transfer and Contribution Agreement Disclosure
Letters” shall mean the Marathon Asset Transfer and Contribution Agreement Disclosure Letter and the Ashland Asset Transfer and Contribution Agreement Disclosure Letter. 
  
 “Assumed Liabilities” shall mean, with respect to Marathon and Ashland, the Marathon Assumed Liabilities and the Ashland
Assumed Liabilities, respectively. 
  
 “Bareboat Charter” shall
have the meaning set forth in Section 9.3(k) of the Asset Transfer and Contribution Agreement. 
  
 “Board of Managers” shall have the meaning set forth in Section 8.02(a) of the LLC Agreement. 
  
 “Business” shall mean, with respect to Marathon and Ashland, Marathon’s Business and Ashland’s Business, respectively, and with respect to the
Company, the Company’s Business. 
  
 “Business Day” shall
mean any day that is not a Saturday, Sunday or a holiday on which national banks in New York City, New York are closed for business. 
  
 “Capital Expenditure Accounting Firm” shall have the meaning set forth in Section 4.4(e) of the Asset Transfer and Contribution Agreement. 
  
 “Capital Expenditure Statement” shall have the meaning set forth in Section
4.4(c) of the Asset Transfer and Contribution Agreement. 
  
 “Capital
Lease” shall mean any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as a capital lease on a consolidated
balance sheet of the Company and its subsidiaries in accordance with GAAP. 
  
 “Casualty or Condemnation Loss” shall mean, with respect to Marathon’s Business or Ashland’s Business, as the case may be, (i) a Loss, whether or not insured, as a result of any fire, flood, accident, explosion,
strike, labor disturbance, riot, act of God or public enemy or other calamity or casualty, unless either such Loss shall have been substantially cured, repaired or restored by such party prior to the Closing Date, or such party shall have otherwise
substantially compensated the Company for such Loss, or (ii) that proceedings have been instituted or threatened seeking the condemnation or other taking of a portion of such business in the future. 
  

 A-7 







 “CERCLA” shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980,
as amended. 
  
 “Claim” shall mean any existing or threatened
future claim, demand, suit, action, investigation, proceeding, governmental action or cause of action of any kind or character (in each case, whether civil, criminal, investigative or administrative), known or unknown, under any theory, including
those based on theories of contract, tort, statutory liability, strict liability, employer liability, premises liability, products liability, breach of warranty or malpractice. 
  
 “Claims Review Committee” shall mean a committee, consisting of no more than six and no fewer than four qualified
representatives, with each of Marathon and Ashland choosing 50% of the representatives, duly formed and constituted as soon as practicable after the Closing Date to consider any matter referred to it pursuant to Section 9.8(c)(iii) of the Asset
Transfer and Contribution Agreement. 
  
 “Closing” shall have the
meaning set forth in Section 2.1 of the Master Formation Agreement. 
  
 “Closing Date” shall have the meaning set forth in Section 2.1 of the Master Formation Agreement. 
  
 “COBRA” shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and Sections 601 through 608 of ERISA. 
  
 “Code” shall mean the Internal Revenue Code of 1986, as amended. 

 
 “Commercial Documents” shall mean the Shared Services Agreement, the
Marathon Pipe Line Operating Agreement, the Crude Oil and NGL Supply Agreement, the Valvoline Lube Oil Supply Agreement, the Ashland Chemical Product Sale Agreement, the Ashland Joint Services Agreement, the Ashland Supplier Cooperation Agreement
and the Revolving Credit Agreement. 
  
 “Commission” shall have
the meaning set forth in Section 1.01 of the Put/Call, Registration Rights and Standstill Agreement. 
  
 “Company” shall mean Marathon Ashland Petroleum LLC, a Delaware limited liability company. 
  
 “Company Indemnified Persons” shall mean the Company and its Affiliates and their respective employees, officers and directors. 
  
 “Company’s Business” shall mean Marathon’s Business and
Ashland’s Business to be conducted by the Company and its subsidiaries after the Closing. 
  
 “Confidentiality Agreement” shall mean the Confidentiality Agreement dated December 13, 1996 between Marathon and Ashland. 
  

 A-8 







 “Contracts” shall mean contracts, leases, licenses, indentures, agreements, purchase orders, commitments
and all other legally binding arrangements, whether oral or written, express or implied. 
  
 “Control” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities or
general partnership or managing member interests, by contract or otherwise. Without limiting the generality of the foregoing, a Person shall be deemed to control any other Person in which it owns, directly or indirectly, a majority of the ownership
interests. 
  
 “Conveyance Documents” shall mean the Asset
Transfer and Contribution Agreement, the Marathon Quitclaim Deeds, the Ashland Quitclaim Deeds, the Marathon General Assignment and Assumption Agreement, the Ashland General Assignment and Assumption Agreement, the Marathon Intellectual Property
License Agreement, the Ashland Intellectual Property License Agreement, the Marathon Trademark License Agreement, the Ashland Trademark License Agreement, the Marathon Lease Agreements, the Ashland Lease Agreements, the Marathon Sublease Agreements
and the Ashland Sublease Agreements and related conveyancing documents pursuant to which Transferred Assets are transferred to the Company and its subsidiaries. 
  

“Crude Oil and NGL Supply Agreement” shall mean the Crude Oil and Natural Gas Liquids Supply Agreement in substantially the form attached as Exhibit R
to the Asset Transfer and Contribution Agreement. 
  
 “Cumene
Project” shall have the meaning set forth in Section 4.4(c) of the Asset Transfer and Contribution Agreement. 
  
 “Cumene Project 1997 Budget Amount” shall have the meaning set forth in Section 4.4(c) of the Asset Transfer and Contribution Agreement. 
  
 “Delaware Act” shall mean the Delaware Limited Liability Company Act, as in
effect and amended from time to time, or any successor statute. 
  
 “Demand Registration” shall have the meaning set forth in Section 10.01 of the Put/Call, Registration Rights and Standstill Agreement. 
  

“Designated Persons” shall have the meaning set forth in the Confidentiality Agreement. 
  
 “Disclosure Letters” shall mean the Master Formation Agreement Disclosure Letters, the Parent Agreement Disclosure Letter,
the Asset Transfer and Contribution Agreement Disclosure Letters and the Put/Call, Registration Rights and Standstill Agreement Disclosure Letter. 
  
 “Dispute” shall have the meaning set forth in Appendix B to the Asset Transfer and Contribution Agreement and Appendix B to the Master Formation
Agreement. 
  
 “DOJ” shall mean the United States Department of
Justice. 
  

 A-9 







 “Employee Benefit Plans” shall mean all pension, retirement, profit-sharing, medical, vacation,
hospitalization, vision, dental, health, life, severance or termination of employment plans, including any “employee benefit plan” as defined in Section 3(3) of ERISA. 
  
 “Employer Company” shall have the meaning set forth in Section 10.1(b) of the Asset Transfer and Contribution Agreement.

  
 “Employment Transfer Date” shall have the meaning set forth
in Section 10.1(c) of the Asset Transfer and Contribution Agreement. 
  
 “Emro” shall mean Emro Marketing Company. 
  
 “Emro Savings Plan” shall have the meaning set forth in Section 10.11 of the Asset Transfer and Contribution Agreement. 
  
 “Environmental Contamination” shall mean (a) any release, discharge or disposal of any Hazardous Substance into or onto groundwater, surface water or
soil at, from, to or under any of the Marathon Real Property Owned or Marathon Real Property Leased or any of the Ashland Real Property Owned or Ashland Real Property Leased or (b) any transportation, treatment, recycling, storage, discharge or
disposal by, at or to any facility owned or operated by another party, including any facility leased by either Marathon or Ashland or any of their respective Affiliates or predecessors or the Company or any of its Affiliates of any Hazardous
Substance that (i) was shipped from or disposed of on, at or under any of the properties or facilities that are or have been owned, operated or used by either Marathon or Ashland or any of their respective Affiliates or predecessors or the Company
or its Affiliates or (ii) arose from the operations of either Marathon or Ashland or any of their respective Affiliates or predecessors or the Company or its Affiliates. 
  
 “Environmental Law” shall mean any Applicable Law relating to (a) the protection of (i) the environment or (ii) the public
welfare from actual or potential exposure (or the effects of exposure) to any actual or potential release, discharge, disposal or emission (whether past or present) of any Hazardous Substance or (b) the manufacture, processing, distribution, use,
treatment, labeling, storage, disposal, transport or handling of any Hazardous Substance. 
  
 “Environmental Loss” shall mean any Loss arising out of any Environmental Contamination or any Environmental Violation or a combination of both. Environmental Loss specifically includes all costs
incurred to install new improvements or make repairs or alterations to prevent the continuation of any Environmental Contamination or to remedy noncompliance with any Environmental Law and, in the case of any Special Environmental Projects, shall
include the reasonable hourly costs of Company facility personnel to the extent dedicated to Remediation Activities or other activity directly related to such Special Environmental Projects. Environmental Loss specifically does not include any Claim
brought by a Person other than a Governmental Authority seeking damages, contribution, indemnification, cost recovery, penalties, compensation or injunctive relief resulting from the existence or release of, or exposure to, Hazardous Substances
except where such Claim is brought as a citizen’s suit in which no monetary damages are sought for the account of such Person 

  

 A-10 







 
Notwithstanding the foregoing, any Loss under CERCLA or any comparable state Environmental Law that arises out of, is based on or is in connection with the
disposal by Marathon or Ashland of Hazardous Substances at a location other than a property included in the Transferred Assets shall be treated as a Marathon Excluded Liability or an Ashland Excluded Liability, as the case may be. All Environmental
Losses arising from the same event, condition or set of circumstances at a particular facility shall be considered as an individual Environmental Loss for purposes of determining the applicability of the Individual Threshold Amount. 
  
 “Environmental Requirement” shall mean any notice of violation, directive,
instruction, judgment, order or similar mandate from any Governmental Authority directing, ordering or requiring a correction of any Environmental Contamination or Environmental Violation, or any related Remediation Activities. 
  
 “Environmental Violation” shall mean any violation of any Environmental Law,
excluding, however, any such violation related to Environmental Contamination. 
  
 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended. 
  
 “ERISA Affiliate” shall mean with respect to any Person any trade or business, whether or not incorporated, which together with such Person would be deemed a “single employer” within the
meaning of Section 414(b), (c) or (m) of the Code. 
  
 “Exchange
Act” shall have the meaning set forth in Section 1.01 of the Put/Call, Registration Rights and Standstill Agreement. 
  
 “Extraordinary Environmental Loss” shall mean (a) an Environmental Loss arising from an Environmental Violation or Environmental Contamination in which
(i) the amount in controversy could reasonably be expected to exceed $15,000,000; (ii) the Company has Asserted a Claim for indemnity under either Section 9.1(c) or Section 9.2(c) of the Asset Transfer and Contribution Agreement; and (iii) the
Indemnifying Party has a prior course of dealing with the Governmental Authority with jurisdiction over the matter or (b) a facility-wide application of the corrective action requirements of Sections 3004(u) and (v) of RCRA to a refinery included in
the Transferred Assets. 
  
 “Fiscal Quarter” shall mean the
three-month period ended March 31, June 30, September 30 and December 31 of each Fiscal Year. 
  
 “Fiscal Year” shall have the meaning set forth in Section 6.05 of the LLC Agreement. 
  
 “FTC” shall mean the United States Federal Trade Commission. 
  
 “Former Marathon Plan Participants” shall have the meaning set forth in Section 10.5(a) of the Asset Transfer and Contribution Agreement. 
  

 A-11 







 “Freedom Employees” shall have the meaning set forth in Section 10.7(a) of the Asset Transfer and
Contribution Agreement. 
  
 “Freedom Pension Plan” shall have the
meaning set forth in Section 10.7(a) of the Asset Transfer and Contribution Agreement. 
  
 “Fundamental Adverse Effect” shall mean (a) with respect to Marathon’s Business, an effect on the business, operations, assets, liabilities, results of operations, cash flows, condition (financial or otherwise) or
prospects of Marathon’s Business which results in a Loss of $80,000,000 or more, or, if such Loss is not susceptible to being measured in monetary terms, is otherwise fundamentally adverse to Marathon’s Business, and in any event includes
a shutdown by a Governmental Authority of any Marathon Refinery or Major Unit thereof contained within the Marathon Transferred Assets, (b) with respect to Ashland’s Business, an effect on the business, operations, assets, liabilities, results
of operations, cash flows, condition (financial or otherwise) or prospects of Ashland’s Business which results in a Loss of $50,000,000 or more, or, if such Loss is not susceptible to being measured in monetary terms, is otherwise fundamentally
adverse to Ashland’s Business, and in any event includes a shutdown by a Governmental Authority of any Ashland Refinery or Major Unit thereof contained within the Ashland Transferred Assets, and (c) with respect to the Company’s Business,
an effect on the business, operations, assets, liabilities, results of operations, cash flows, condition (financial or otherwise) or prospects of the Company’s Business which results, individually or in the aggregate, in a Loss of $65,000,000
or more, or, if such Loss is not susceptible to being measured in monetary terms, is otherwise fundamentally adverse to the Company’s Business, and in any event includes a shutdown by a Governmental Authority of any Marathon Refinery or Ashland
Refinery or Major Unit thereof contained within either the Marathon Transferred Assets or the Ashland Transferred Assets; provided, however, that any such effect relating to or resulting from any change in the price of petroleum or petroleum
byproducts, general economic conditions or local, regional, national or international industry conditions (including changes in financial or market conditions) shall be deemed not to constitute a Fundamental Adverse Effect. 
  
 “Fuelgas Interest” shall have the meaning set forth in Section 1.01 of the
LLC Agreement. 
  
 “GAAP” shall mean United States generally
accepted accounting principles applied on a consistent basis. 
  
 “Governmental Approval” shall mean any permit, license, franchise, approval, consent, waiver, certification, qualification or other authorization issued, granted, given or otherwise made available by or under the authority
of any Governmental Authority or pursuant to any Applicable Law. 
  
 “Governmental Authority” shall mean any federal, state, local or foreign government or any provincial, departmental or other political subdivision thereof, or any entity, body or authority exercising executive, legislative,
judicial, regulatory, administrative or other governmental functions or any court, department, commission, board, bureau, agency, instrumentality or administrative body of any of the foregoing. 
  

 A-12 







 “Guarantee” by any Person shall mean any obligation, contingent or otherwise, of such Person directly or
indirectly guaranteeing any Indebtedness or other obligation of any other Person or in any manner, providing for the payment of any Indebtedness or other obligation of any other Person or otherwise protecting the holder of such Indebtedness or other
obligation against loss (whether arising by virtue of partnership arrangements, by obtaining letters of credit, by agreement to keep-well, to purchase assets, goods, securities or services, or to take-or-pay or otherwise), provided that the term
“Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. 
  
 “Hazardous Substances” shall mean, collectively, any substance which is identified and regulated (or the cleanup of which can be required) under any
Environmental Law, and, in addition, any substance which requires special handling, storage or disposal procedures or whose use, handling, storage or disposal of which is in any way regulated, whether now or in the future, in any case under any
Applicable Law for the protection of health, safety and the environment. Without limiting the generality of the foregoing, Hazardous Substances shall include (a) “hazardous wastes,” “hazardous substances,” “toxic
substances,” “pollutants,” or “contaminants” or other similar identified designations in, or otherwise subject to regulation under, any Environmental Law; and (b) petroleum, refined petroleum products and fractions or
by-products thereof, in each case whether in their virgin, used or waste state. 
  
 “HIPAA” shall mean the Health Insurance Portability and Accountability Act of 1996. 
  
 “HSR Act” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976. 
  
 “Incidental Cash” shall mean (a) petty cash, (b) refining, retail outlets and transportation (“RMT”) working funds, (c) depository account
balances for the RMT business (automated clearinghouse transmissions submitted on the most recent banking day in the applicable jurisdiction immediately preceding the Closing Date or later will be for the account of the Company and its
subsidiaries), (d) funds in transit relating to retail outlet deposits, and (e) uncollected funds in lockboxes and lockbox bank accounts for the RMT business (automated clearinghouse transmissions submitted on the most recent banking day in the
applicable jurisdiction immediately preceding the Closing Date or later will be for the account of the Company and its subsidiaries). 
  
 “Indebtedness” of any person shall mean, without duplication, (a) all obligations of such person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such person upon which interest charges are customarily paid, (d) all obligations of such person under
conditional sale or other title retention agreements relating to property or assets purchased by such person, (e) all obligations of such person issued or assumed as the deferred purchase price of property or services (excluding trade accounts
payable, trade advertising and accrued obligations), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by
such person, whether or not the obligations secured thereby have been assumed, (g) all Guarantees by such person of Indebtedness of others, (h) all Capital Lease obligations of such person, (i) all 

  

 A-13 







 
obligations of such person in respect of interest rate protection agreements, foreign currency exchange agreements or other interest or exchange rate hedging
arrangements and (j) all obligations of such person as an account party in respect of letters of credit and bankers’ acceptances. The Indebtedness of any person shall include the Indebtedness of any partnership in which such person is a general
partner, other than to the extent that the instrument or agreement evidencing such Indebtedness expressly limits the liability of such person in respect thereof. 
  
 “Indemnified Party” shall have the meaning set forth in Section 9.6(a) of the Asset Transfer and Contribution Agreement.

  
 “Indemnifying Party” shall have the meaning set forth in
Section 9.6(b) of the Asset Transfer and Contribution Agreement. 
  
 “Indemnity Agreement” shall mean the Insurance Indemnity Agreement in substantially the form attached as Exhibit T to the Asset Transfer and Contribution Agreement. 
  
 “Individual Threshold Amount” shall mean, with respect to (a) each
Environmental Loss related to Environmental Contamination associated with a Marathon Refinery or an Ashland Refinery, $1,000,000, (b) all Environmental Losses related to Environmental Contamination associated with any individual retail gasoline
service station included in the Transferred Assets, $100,000, (c) each Environmental Loss related to Environmental Contamination associated with a pipeline, pipeline station or pipeline-related facility (other than a pipeline terminal) included in
the Transferred Assets, $100,000; provided, however, that such amount shall be reduced to zero for purposes of each of Section 9.1(c)(ii) and Section 9.2(c)(ii) of the Asset Transfer and Contribution Agreement once the aggregate amount of
Environmental Losses borne by the Company under each such section with respect to Environmental Contamination associated with pipelines, pipeline stations or pipeline-related facilities (other than pipeline terminals) as a result of application of
the Individual Threshold Amount equals $5,000,000, (d) each Environmental Loss related to Environmental Contamination associated with a particular terminal (including a pipeline terminal) included in the Transferred Assets, $100,000, (e) each
Environmental Loss related to Environmental Contamination associated with any other property included in the Transferred Assets, $100,000 and (f) each Environmental Violation (including a series of Environmental Violations arising from the same
event, condition or set of circumstances), $100,000. 
  
 “Initial
Term” shall have the meaning set forth in Section 2.03 of the LLC Agreement. 
  
 “Intellectual Property” shall mean patents, patent applications (filed, unfiled or being prepared), records of invention, invention disclosures, trademarks (registered or unregistered), trademark applications (filed,
unfiled or being prepared), trade names, copyrights (registered or unregistered), copyright applications (filed, unfiled or being prepared), service marks (registered or unregistered), service mark registrations, service mark applications (filed,
unfiled or being prepared), all together with the goodwill associated with such marks or names, trade secrets, shop and royalty rights, technology, inventions, knowhow, processes and confidential and proprietary information, including any being
developed (including but not limited to designs, manufacturing data, design data, test data, 

  

 A-14 







 
operational data, and formulae), whether or not recorded in tangible form through drawings, software, reports, manuals or other tangible expressions, whether
or not subject to statutory registration, whether foreign or domestic, and all rights to any of the foregoing. 
  
 “Joint Defense Agreement” shall mean the Joint Defense Agreement in substantially the form attached as Exhibit N to the Asset Transfer and Contribution Agreement. 
  
 “Knowledge” shall mean (a) with respect to an individual, the actual
knowledge of a particular fact or (b) with respect to a Person other than an individual, actual knowledge of a particular fact by an executive officer, division manager, refinery manager or terminal manager or by any individual serving in a similar
capacity of such Person or individuals directly reporting to such individuals. 
  
 “Liabilities” shall mean obligations, responsibilities and liabilities (whether based in common law or statute or arising under written contract or otherwise, known or unknown, fixed or contingent, real or potential,
tangible or intangible, now existing or hereafter arising). 
  
 “Lien” shall mean, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, encumbrance, charge or security interest in or on such asset, (b) the interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities. 
  
 “LLC Agreement” shall mean the Limited Liability Company Agreement of the
Company in substantially the form attached as Exhibit A to the Master Formation Agreement. 
  
 “Loaned Employees” shall have the meaning set forth in Section 10.1(a) of the Asset Transfer and Contribution Agreement. 
  
 “Loss” shall mean any loss, cost, Liability or expense, settlement, damage of any kind, judgment, obligation, charge, fee,
fine, penalty, court cost and/or attorneys’ and administrative fee or disbursement (at all levels, including appellate), but excluding a party’s indirect corporate and administrative overhead costs. 
  
 “Lowest Remediation Cost” shall mean the lowest overall obtainable cost to
effect Remediation Activities or a correction of an Environmental Violation, as the case may be, taking into consideration the applicable Environmental Requirements or standards under applicable Environmental Laws, the nature and quantity of any
Hazardous Substances being remediated, the location of any Environmental Contamination, the potential effect of any Environmental Contamination on health and safety, the difficulty of effecting the Remediation Activities, the expected duration of
the Remediation Activities, the enforcement policies of the Governmental Authorities responsible for enforcing the applicable Environmental Requirements and Environmental Laws (subject to Section 9.8(h) of the Asset Transfer and Contribution
Agreement), the reputation of the contractors available to effect the Remediation Activities and any potentially adverse effect on the operation of the Company’s Business as a result of the Remediation Activities. 
  

 A-15 







 “Major Unit” of a refinery shall mean a crude unit, a catalytic cracker, a reformer, a wastewater
treatment plant and a desulfurization unit. 
  
 “Marathon” shall
mean Marathon Oil Company, an Ohio corporation, or its successor. 
  
 “Marathon Asset Leases” shall have the meaning set forth in Section 2.1(g) of the Asset Transfer and Contribution Agreement. 
  
 “Marathon Asset Transfer and Contribution Agreement Disclosure Letter” shall mean the letter from Marathon to Ashland and the Company dated the date of
and relating to the Asset Transfer and Contribution Agreement. 
  
 “Marathon Assumed Liabilities” shall have the meaning set forth in Section 2.3 of the Asset Transfer and Contribution Agreement. 
  
 “Marathon Audited Financial Statements” shall have the meaning set forth in Section 3.6 of the Master Formation Agreement. 
  
 “Marathon Benefit Plan” shall mean every Employee Benefit Plan sponsored,
maintained, or contributed to, or required to be contributed to, by Marathon, or any ERISA Affiliate of Marathon, for the benefit of current or former employees of Marathon’s Business in the United States. 
  
 “Marathon Commercial Affiliates” shall have the meaning set forth in Section
3.1 of the Master Formation Agreement. 
  
 “Marathon Consent
Decrees” shall mean any consent decrees, consent orders, agreed orders, notices of violation, judgments, decrees or similar orders or obligations entered into prior to the Closing Date or relating to any investigations of which Marathon had
received notice from the appropriate Governmental Authority prior to the Closing Date. 
  
 “Marathon Contracts” shall have the meaning set forth in Section 2.1(o) of the Asset Transfer and Contribution Agreement. 
  
 “Marathon Designated Sublease Agreements” shall mean the Marathon Sublease Agreements in substantially the forms attached as Exhibit E to the Asset
Transfer and Contribution Agreement. 
  
 “Marathon Designated UST
Environmental Contamination” shall mean any Environmental Contamination associated with, or discovered as part of, Marathon’s 1998 underground storage tank upgrade program at the Marathon Service Stations set forth on Schedule 9.1(c)
to the Marathon Asset Transfer and Contribution Agreement Disclosure Letter under the heading “Marathon Designated UST Environmental Contamination.” 
  

“Marathon Environmental Loss” shall mean any Environmental Loss to the extent arising out of, based on, or occurring in connection with
Marathon’s Business prior to Closing or related to the 

  

 A-16 







 
ownership, use, operation or maintenance of, or related to the reporting practices associated with, the Marathon Transferred Assets prior to Closing, whether
or not Asserted prior to Closing. 
  
 “Marathon Equity Crude
Payables” shall mean the amount owed for receipts by Marathon’s Business of (i) Marathon and its Affiliates’ equity crude oil with payment on the 20th day of the month following receipt and (ii) Marathon and its Affiliates’
equity natural gas liquids with payment on the 10th day following receipt. 
  
 “Marathon Excluded Assets” shall have the meaning set forth in Section 2.2 of the Asset Transfer and Contribution Agreement. 
  
 “Marathon Excluded Liabilities” shall have the meaning set forth in Section 2.4 of the Asset Transfer and Contribution Agreement. 
  
 “Marathon Excluded Taxes” shall have the meaning set forth in Section 2.3(i)
of the Asset Transfer and Contribution Agreement. 
  
 “Marathon Financial
Statements” shall have the meaning set forth in Section 3.6 of the Master Formation Agreement. 
  
 “Marathon General Assignment and Assumption Agreement” shall mean the General Assignment and Assumption Agreement in substantially the form attached as Exhibit B to the Asset Transfer and Contribution
Agreement. 
  
 “Marathon Group” shall have the meaning set forth
in the Restated Certificate of Incorporation of USX dated September 1, 1996. 
  
 “Marathon Group Stock” shall mean the USX-Marathon Group Common Stock, par value $1.00 per share, of USX. 
  
 “Marathon Indemnified Persons” shall mean Marathon and its Affiliates and their respective employees, officers and directors. 
  
 “Marathon Information Package” shall have the meaning set forth in Section
3.8 of the Master Formation Agreement. 
  
 “Marathon Intellectual Property
License Agreement” shall mean the Intellectual Property License Agreement in substantially the form attached as Exhibit C-1 to the Asset Transfer and Contribution Agreement. 
  
 “Marathon Joint Contracts” shall have the meaning set forth in Section 2.6(b) of the Asset Transfer and Contribution
Agreement. 
  

 A-17 







 “Marathon Joint Permits” shall have the meaning set forth in Section 2.6(c) of the Asset Transfer and
Contribution Agreement. 
  
 “Marathon Lease Agreements” shall
mean the Lease Agreements in substantially the forms attached as Exhibit D to the Asset Transfer and Contribution Agreement. 
  
 “Marathon Master Formation Agreement Disclosure Letter” shall mean the letter from Marathon to Ashland dated the date of and relating to the Master
Formation Agreement. 
  
 “Marathon Material Contracts” shall have
the meaning set forth in Section 5.9 of the Asset Transfer and Contribution Agreement. 
  
 “Marathon Material Permits” shall have the meaning set forth in Section 5.3 of the Asset Transfer and Contribution Agreement. 
  
 “Marathon Ongoing Remediation” shall mean, with respect to any Marathon Environmental Loss, Remediation Activities that either were commenced prior to
Closing or relate to any investigation of which Marathon had received notice from the appropriate Governmental Authority prior to Closing. 
  
 “Marathon Other Sublease Agreement” shall mean the Marathon Sublease Agreement in substantially the form attached as Exhibit F to the Asset Transfer and
Contribution Agreement. 
  
 “Marathon Other Real Property Rights”
shall have the meaning set forth in Section 2.1(h) of the Asset Transfer and Contribution Agreement. 
  
 “Marathon Permits” shall have the meaning set forth in Section 2.1(p) of the Asset Transfer and Contribution Agreement. 
  
 “Marathon Pension Transfer Date” shall have the meaning set forth in Section 10.5(a) of the Asset Transfer and Contribution
Agreement. 
  
 “Marathon Personal Property Leases” shall have the
meaning set forth in Section 2.1(j) of the Asset Transfer and Contribution Agreement. 
  
 “Marathon Personal Property Owned” shall have the meaning set forth in Section 2.1(i) of the Asset Transfer and Contribution Agreement. 
  
 “Marathon Pipelines” shall have the meaning set forth in Section 2.1(c) of the Asset Transfer and Contribution Agreement.

  
 “Marathon Pipe Line” shall mean Marathon Pipe Line Company.

  

 A-18 







 “Marathon Pipe Line Operating Agreement” shall mean the Marathon Pipe Line Operating Agreement in
substantially the form attached as Exhibit G to the Asset Transfer and Contribution Agreement. 
  
 “Marathon Proprietary Rights” shall have the meaning set forth in Section 5.10(a) of the Asset Transfer and Contribution Agreement. 
  
 “Marathon Quitclaim Deeds” shall mean the Quitclaim Deeds in substantially the forms attached as Exhibit A to the Asset
Transfer and Contribution Agreement. 
  
 “Marathon Real Property
Leases” shall have the meaning set forth in Section 2.1(f) of the Asset Transfer and Contribution Agreement. 
  
 “Marathon Real Property Leased” shall have the meaning set forth in Section 2.1(f) of the Asset Transfer and Contribution Agreement. 
  
 “Marathon Real Property Owned” shall have the meaning set forth in Section
2.1(e) of the Asset Transfer and Contribution Agreement. 
  
 “Marathon
Records” shall have the meaning set forth in Section 2.1(s) of the Asset Transfer and Contribution Agreement. 
  
 “Marathon Refineries” shall have the meaning set forth in Section 2.1(a) of the Asset Transfer and Contribution Agreement. 
  
 “Marathon Restricted Asset” shall have the meaning set forth in Section
2.6(a) of the Asset Transfer and Contribution Agreement. 
  
 “Marathon
Restricted Liability” shall have the meaning set forth in Section 2.6(a) of the Asset Transfer and Contribution Agreement. 
  
 “Marathon Restriction” shall have the meaning set forth in Section 2.6(a) of the Asset Transfer and Contribution Agreement. 
  
 “Marathon Retirement Plan” shall have the meaning set forth in Section 10.5
of the Asset Transfer and Contribution Agreement. 
  
 “Marathon September
30, 1997 Balance Sheet” shall mean the unaudited balance sheet of the Marathon Group appearing in the Marathon September 30, 1997 Financial Statements. 
  

“Marathon September 30, 1997 Financial Statements” shall have the meaning set forth in Section 3.6 of the Master Formation Agreement. 
  

 A-19 







 “Marathon Service Stations” shall have the meaning set forth in Section 2.1(d) of the Asset Transfer and
Contribution Agreement. 
  
 “Marathon Shut-Down Refinery Assets”
shall mean those portions of shut down refineries of Marathon that are operating as terminals and are being leased to the Company pursuant to the Marathon Lease Agreements. 
  
 “Marathon Sublease Agreements” shall mean the Marathon Designated Sublease Agreements and the Marathon Other Sublease
Agreement. 
  
 “Marathon Subsidiaries” shall have the meaning set
forth in Section 3.1 of the Master Formation Agreement. 
  
 “Marathon
Subsidiaries Interests” shall have the meaning set forth in Section 3.10 of the Master Formation Agreement. 
  
 “Marathon Terminals” shall have the meaning set forth in Section 2.1(b) of the Asset Transfer and Contribution Agreement. 
  
 “Marathon Thrift Plan” shall have the meaning set forth in Section 10.10 of
the Asset Transfer and Contribution Agreement. 
  
 “Marathon Trademark
License Agreement” shall mean the Marathon Trademark License Agreement in substantially the form attached as Exhibit C-2 to the Asset Transfer and Contribution Agreement. 
  
 “Marathon Transferred Assets” shall have the meaning set forth in Section 2.1 of the Asset Transfer and Contribution
Agreement. 
  
 “Marathon Transferred Employees” shall have the
meaning set forth in Section 10.1(c) of the Asset Transfer and Contribution Agreement. 
  
 “Marathon Transferred Real Property” shall mean, collectively, the Marathon Real Property Owned and the Marathon Real Property Leased. 
  

“Marathon Transferring Affiliate Interests” shall have the meaning set forth in Section 3.11 of the Master Formation Agreement. 
  
 “Marathon Transferring Affiliates” shall have the meaning set forth in
Section 3.1 of the Master Formation Agreement. 
  
 “Marathon Transferring
Entities” shall have the meaning set forth in Section 3.1 of the Master Formation Agreement. 
  

 A-20 







 “Marathon Working Capital Shortfall” shall have the meaning set forth in Section 4.3(g) of the Asset
Transfer and Contribution Agreement. 
  
 “Marathon’s
Business” shall mean that portion of Marathon’s business, tangible assets, intangible assets, rights, contracts, permits, licenses and other rights which comprise Marathon’s petroleum supply, refining, marketing and transportation
business (excluding the Marathon Excluded Assets and the Marathon Excluded Liabilities). 
  
 “Marathon’s Target Capital Expenditures” shall have the meaning set forth in Section 4.4(a) of the Asset Transfer and Contribution Agreement. 
  
 “Master Formation Agreement” shall mean the Master Formation Agreement,
dated as of December 12, 1997, between Marathon and Ashland, including any appendices and exhibits to the Master Formation Agreement and the schedules to the Master Formation Agreement Disclosure Letters. 
  
 “Material Adverse Effect” shall mean an effect on the business, operations,
assets, liabilities, results of operations, cash flows, condition (financial or otherwise) or prospects of Marathon’s Business, Ashland’s Business or the Company’s Business which results in a Loss of $2,000,000 or more, or, if such
Loss is not susceptible to being measured in monetary terms, is otherwise materially adverse to Marathon’s Business, Ashland’s Business or the Company’s Business, as the case may be; provided that any such effect relating to or
resulting from any change in the price of petroleum or petroleum byproducts, general economic conditions or local, regional, national or international industry conditions (including changes in financial or market conditions) shall be deemed not to
constitute a Material Adverse Effect. 
  
 “Members” shall mean
Marathon and Ashland and any persons hereafter admitted as additional or substitute members of the Company pursuant to the LLC Agreement. 
  
 “Membership Interest” shall mean, with respect to any Member at any time, the limited liability company interest of such Member in the Company at such
time, including the right of such Member to any and all benefits to which a Member may be entitled as provided in the LLC Agreement, together with the obligations of such Member to comply with all the terms and provisions of the LLC Agreement.

  
 “Merrill Lynch Master Lease Program” shall mean The Bluegrass
Funding, Inc. Master Lease Program and The Fayette Funding Limited Partnership Master Lease Program, collectively. 
  
 “Mutualized Formation Costs” shall have the meaning set forth in Section 9.2(c) of the Master Formation Agreement. 
  
 “New RCRA Environmental Loss” shall mean an Environmental Loss arising from
any new application after the Closing of the corrective action requirements of Section 3004(u) and (v) of RCRA. 
  

 A-21 







 “Non-Retail DB Plan” shall have the meaning set forth in Section 10.5 of the Asset Transfer and
Contribution Agreement. 
  
 “Northwestern Refinery Pension Plan”
shall have the meaning set forth in Section 10.8 of the Asset Transfer and Contribution Agreement. 
  
 “Notice of Capital Expenditure Disagreement” shall have the meaning set forth in Section 4.4(d) of the Asset Transfer and Contribution Agreement. 
  
 “Notice of Working Capital Disagreement” shall have the meaning set forth in
Section 4.3(d) of the Asset Transfer and Contribution Agreement. 
  
 “OCAW” shall mean Oil, Chemical & Atomic Workers International Union. 
  
 “Offering Memorandum” shall have the meaning set forth in Section 10.01 of the Put/Call, Registration Rights and Standstill Agreement. 
  
 “Offer Notice” shall have the meaning set forth in Section 10.04(a) of the LLC Agreement. 
  
 “Opening Balance Sheet” shall have the meaning set forth in Section 4.3(b)
of the Asset Transfer and Contribution Agreement. 
  
 “Parent
Agreement” shall mean the Parent Agreement, dated as of December 12, 1997, among USX, Marathon and Ashland, including any exhibit to the Parent Agreement. 
  
 “Parent Agreement Disclosure Letter” shall mean the letter from USX to Ashland dated the date of and relating to the Parent
Agreement. 
  
 “PBGC” shall mean the Pension Benefit Guaranty
Corporation. 
  
 “PBO” shall have the meaning set forth in
Section 10.5(a) of the Asset Transfer and Contribution Agreement. 
  
 “Pension Benefit Plan” shall mean every benefit plan subject to Title IV of ERISA or the minimum funding requirements of Section 302 of ERISA. 
  
 “Percentage Interest” shall have the meaning set forth in Section 3.01 of the LLC Agreement. 
  
 “Permian Plans” shall have the meaning set forth in Section 10.12 of the
Asset Transfer and Contribution Agreement. 
  
 “Permits” shall
mean licenses, permits, registrations, approvals and franchises issued by any Governmental Authority. 
  

 A-22 







 “Permitted Encumbrances” shall mean (a) Liens for current taxes, assessments, governmental charges or
levies not yet due; (b) workers’ or unemployment compensation Liens arising in the ordinary course of business; (c) mechanic’s, materialman’s, supplier’s, vendor’s, garnishment or similar Liens arising in the ordinary course
of business for amounts not yet due; (d) security interests, pledges, Liens or other charges or encumbrances as may have arisen in the ordinary course of business, none of which individually or in the aggregate are material to the ownership, use or
operation of the Marathon Transferred Assets or the Ashland Transferred Assets, as the case may be; (e) any state of facts which an accurate survey would show which does not materially detract from the value of or materially interfere with the use
and operation of the Marathon Transferred Assets or the Ashland Transferred Assets, as the case may be; (f) any Liens, easements, rights-of-way, restrictions, rights, leases and other encumbrances affecting title thereto, whether or not of record,
which do not materially detract from the value of or materially interfere with the use and operation of the Marathon Transferred Assets or the Ashland Transferred Assets, as the case may be; (g) legal highways, zoning and building laws, ordinances
or regulations; (h) any liens for real estate Taxes which are not yet due and payable; and (i) except with respect to Permitted Encumbrances on the Marathon Refineries or the Ashland Refineries, Liens, if any, that do not have or would not
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Marathon’s Business or Ashland’s Business, as the case may be. 
  
 “Person” or “person” shall mean any natural person, trust, estate, unincorporated organization, firm,
corporation, association, partnership, joint venture, joint stock company, limited liability company or Governmental Authority, whether acting in an individual, fiduciary or other capacity. 
  
 “Personal Property” shall mean machinery and equipment, including tanks,
pumps and other containers; furniture and fixtures; tools; leasehold improvements; vessels, barges and other marine transportation equipment; railcars, trucks and automobiles; computing and telecommunications equipment; and other items of tangible
personal property (and interests in any of the foregoing). 
  
 “PMRP” shall have the meaning set forth in Section 10.06(a) of the Asset Transfer and Contribution Agreement. 
  
 “Pre-Closing Tax Period” shall mean any Tax period (or portion thereof) ending on or before the close of business on the Closing Date. 
  
 “Prime Rate” shall mean the prime rate per annum established by Citibank,
N.A. or if Citibank, N.A. no longer establishes a prime rate for any reason, the prime rate per annum established by the largest U.S. bank measured by deposits from time to time as its base rate on corporate loans, automatically fluctuating upward
or downward with each announcement of such prime rate. 
  
 “Procedures for
Dispute Resolution” shall mean the Procedures for Dispute Resolution in substantially the form attached as Appendix B to the Asset Transfer and Contribution Agreement, Appendix B to the Master Formation Agreement and Appendix B to the LLC
Agreement. 
  

 A-23 







 “Put/Call, Registration Rights and Standstill Agreement” shall mean the Put/Call, Registration Rights
and Standstill Agreement in substantially the form attached as Exhibit B to the Master Formation Agreement. 
  
 “Put/Call, Registration Rights and Standstill Agreement Disclosure Letters” shall mean the letters from USX, Marathon and Ashland, respectively, dated the date of and relating to the Put/Call,
Registration Rights and Standstill Agreement. 
  
 “RCRA” shall
mean the Resource Conservation and Recovery Act of 1976, as amended. 
  
 “Reasonable Requested Action” shall have the meaning set forth in Section 7.2(g) of the Asset Transfer and Contribution Agreement. 
  
 “Registration Statement” shall have the meaning set forth in Section 10.01 of the Put/Call, Registration Rights and Standstill Agreement. 
  
 “Relevant Accounting Factors” shall mean (a) GAAP, (b) any pending Financial
Accounting Standards Board exposure drafts or Emerging Issue Task Force minutes, (c) any relevant official pronouncement, release or staff accounting bulletin issued by the Commission, (d) any formal advice or statement by the Commission that it
questions the ability of the parties to treat the transactions contemplated by this Agreement as a purchase by Marathon of Ashland’s Business for accounting purposes or the ability of Marathon to consolidate the Company’s Business in its
financial statements or (e) if any other person has received formal advice, comment letter or a statement from the Commission that it questions the ability of such person to use purchase or consolidation accounting with respect to a similar
transaction and such formal advice or statement leads Price Waterhouse to believe that the ability of Marathon and Ashland to treat the transactions contemplated by the Asset Transfer and Contribution Agreement as a purchase by Marathon of
Ashland’s Business for accounting purposes or the ability of Marathon to consolidate the Company’s Business in its financial statements may be questioned or impaired. 
  
 “Remediation Activities” shall mean any testing, investigation, assessment, cleanup, removal, response, remediation or
other similar activities undertaken in connection with any Environmental Loss. 
  
 “Representative” shall have the meaning set forth in Section 8.01 of the LLC Agreement. 
  
 “Requested Action” shall have the meaning set forth in Section 7.2(g) of the Asset Transfer and Contribution Agreement. 
  
 “Retirement Pension Transfer Date” shall have the meaning set forth in
Section 10.7(a) of the Asset Transfer and Contribution Agreement. 
  

 A-24 







 “Revolving Credit Agreement” shall mean the Revolving Credit Agreement among Marathon, Ashland and the
Company in substantially the form attached as Exhibit V to the Asset Transfer and Contribution Agreement. 
  
 “Securities Act” shall have the meaning set forth in Section 1.01 of the Put/Call, Registration Rights and Standstill Agreement. 
  
 “Shared Services Agreement” shall mean the Shared Services Agreement in substantially the form attached as Exhibit U to the
Asset Transfer and Contribution Agreement. 
  
 “Special Environmental
Projects” shall mean the projects listed on Schedule 7.2(k) to the Ashland Asset Transfer and Contribution Agreement Disclosure Letter. 
  
 “Special Termination Price” shall have the meaning set forth in Section 2.01 of the Put/Call, Registration Rights and Standstill Agreement. 

 
 “Special Termination Right” shall have the meaning set forth in Section
2.01 of the Put/Call, Registration Rights and Standstill Agreement. 
  
 “Sublease Agreements” shall mean the Marathon Sublease Agreements and the Ashland Sublease Agreements. 
  
 “subsidiary” shall mean, with respect to any person (herein referred to as the “parent”), any corporation, partnership, limited
liability company, association or other business entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partner interests
are, at the time any determination is being made, owned, controlled or held, or (b) that is, at the time any determination is made, otherwise controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more
subsidiaries of the parent. 
  
 “SuperAmerica” shall mean the
SuperAmerica division of Ashland. 
  
 “Tax” shall mean any and
all national, federal, state, provincial or local income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding,
social security (or similar), unemployment, disability, assets, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on, minimum, estimated or other tax of any kind whatsoever, including any interest,
penalty or addition thereto, whether disputed or not. 
  
 “Tax
Benefit” shall mean the amount of the reduction in an indemnified party’s liability for Taxes (including reductions in Taxes attributable, in whole or in part, to positive basis adjustments) realized as a result of the payment or
accrual of any loss, expense or Tax. 
  

 A-25 







 “Teamster Member Employees” shall have the meaning set forth in Section 10.9(a) of the Asset Transfer
and Contribution Agreement. 
  
 “Teamsters Pension Fund” shall
have the meaning set forth in Section 10.9(a) of the Asset Transfer and Contribution Agreement. 
  
 “Term of the Company” shall have the meaning set forth in Section 2.03 of the LLC Agreement. 
  
 “Termination Event” shall mean, with respect to any Environmental Requirement (or discrete portion thereof) relating to Environmental Contamination, the
earlier to occur of (a) the receipt by the Company, Marathon or Ashland, as applicable, of a no further action letter, or the substantial equivalent thereof, from the appropriate Governmental Authority or (b) the fifth anniversary date of the
completion of Remediation Activities (which, for purposes of this definition, shall not include groundwater monitoring) undertaken as a result of or in connection with such Environmental Requirement (or discrete portion thereof) if during such
five-year period no new Environmental Requirement relating to such Environmental Contamination (or discrete portion thereof) has been issued by an appropriate Governmental Authority. 
  
 “Third Party Claim” shall mean a Claim that is not a Claim by Marathon, USX, Ashland, the Company or any of their
Affiliates for its own Losses. 
  
 “Throughput and Deficiency
Agreements” shall mean (i) the First Stage Throughput and Deficiency Agreement dated as of December 1, 1977, as amended by the First Amendment dated as of March 27, 1986, the Second Amendment dated as of January 1, 1989 and the Third
Amendment dated as of September 11, 1991, among Ashland Inc. (formerly Ashland Oil, Inc.), Marathon Oil Company, Murphy Oil Corporation, Shell Oil Company, Texaco Inc. and LOOP LLC (formerly LOOP Inc.), (ii) the Initial Facility Throughput and
Deficiency Agreement dated as of March 1, 1979, as amended by the First Amendment dated as of January 1, 1989, among Ashland Inc. (formerly Ashland Oil Inc.), Marathon Oil Company, Texaco Inc., Shell Oil Company and LOCAP Inc., and (iii) the
Adjustment Agreement dated March 1, 1979, as amended by the First Amendment dated as of January 1, 1989, among Ashland Inc. (formerly Ashland Oil Inc.), Marathon Oil Company, Texaco Inc., Shell Oil Company and LOCAP Inc. 
  
 “Transaction” shall mean the collective transactions contemplated by the
Transaction Documents. 
  
 “Transaction Documents” shall mean the
Conveyance Documents, the Master Formation Agreement, the Parent Agreement, the Put/Call, Registration Rights and Standstill Agreement, the LLC Agreement, the Indemnity Agreement and the Joint Defense Agreement. 
  
 “Transfer” shall mean any sale, exchange, transfer, assignment, pledge,
hypothecation or other disposition, whether by merger or otherwise. When used as a verb, the term “Transfer” shall have a correlative meaning. 
  

 A-26 







 “Transfer Taxes” shall have the meaning set forth in Section 7.4 of the Asset Transfer and Contribution
Agreement. 
  
 “Transferred Assets” shall mean, with respect to
Marathon and Ashland, the Marathon Transferred Assets and the Ashland Transferred Assets, respectively. 
  
 “True Insurance Policy” shall mean any insurance policy other than an insurance policy which is a captive insurance policy, a fronting insurance policy or an insurance policy for which the insured
party is required to indemnify the insurer. 
  
 “USX” shall mean
USX Corporation, a Delaware corporation, any successor ultimate parent corporation of Marathon or, in the event Marathon is not a subsidiary of any other person, Marathon. 
  
 “Valvoline Lube Oil Supply Agreement” shall mean the Valvoline Lube Oil Supply Agreement substantially in the form of
Exhibit O to the Asset Transfer and Contribution Agreement. 
  
 “Wholly
Owned Subsidiary” shall mean, with respect to any person (herein referred to as the “parent”), any corporation, partnership, limited liability company, association or other business entity (a) of which securities or other
ownership interests representing 100% of the equity or 100% of the ordinary voting power or 100% of the general partner interests are, at the time any determination is being made, owned, controlled or held, or (b) that is, at the time any
determination is made, otherwise controlled, entirely by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. 
  
 “Working Capital Accounting Firm” shall have the meaning set forth in Section 4.3(e) of the Asset Transfer and Contribution
Agreement. 
  
 “Working Capital Deficiency Materiality Threshold”
shall have the meaning set forth in Section 4.3(d) of the Asset Transfer and Contribution Agreement. 
  

 A-27 







 APPENDIX B 
  

PROCEDURES FOR DISPUTE RESOLUTION 
  
 For purposes of this Appendix, the term “Agreement” refers to any Transaction Document that incorporates the terms hereof by reference and the
term “party” or “parties” refers to the party or parties to such Agreement. All other terms not defined herein shall have the meanings assigned to them in the Agreement. 
  
 Section 1. General. Except as otherwise expressly set forth in the Agreement, all
controversies, claims or disputes that arise out of or relate to the Agreement or the construction, interpretation, performance, breach, termination, enforceability or validity of the Agreement, or the commercial, economic or other relationship of
the parties thereto, whether such claim is based on rights, privileges or interests recognized by or based upon statute, contract, tort, common law or otherwise and whether such claim existed prior to or arises on or after the date of the Agreement
(a “Dispute”) shall be resolved in accordance with the provisions of this Appendix. Notwithstanding anything to the contrary contained in this Appendix, nothing in this Appendix shall limit the ability of the directors and officers
of a party to the Agreement from communicating directly with the directors and officers of any other party thereto or its Affiliates. 
  
 Section 2. Dispute Notice and Response. A party may give another party written notice (a “Dispute Notice”) of any Dispute which has not been
resolved in the normal course of business. Within five Business Days after delivery of the Dispute Notice, the receiving party shall submit to the other party a written response (the “Response”). The Dispute Notice and the Response
shall each include (i) a statement setting forth the position of the party giving such notice, a summary of the arguments supporting such position and, if applicable, the relief sought and (ii) in the event that the Dispute Notice is delivered at or
after the Closing, the name and title of a senior manager of such party who has authority to settle the Dispute and will be responsible for the negotiations related to the settlement of the Dispute (the “Senior Manager”).

  
 Section 3. Pre-Closing Negotiation Between Chief Executive Officers.

  
 a. If a Dispute Notice is delivered prior to the Closing,
within 10 Business Days after delivery of the Response provided for in Section 2, the Chief Executive Officers of both parties shall meet or communicate by telephone at a mutually acceptable time and place, and thereafter as often as they reasonably
deem necessary, and shall negotiate in good faith to attempt to resolve the Dispute that is the subject of such Dispute Notice. If such Dispute has not been resolved within 10 Business Days after the delivery of the Response as provided for in
Section 2, then each party shall be permitted to take such actions at law or in equity as it is otherwise permitted to take or as may be available under Applicable Law. Notwithstanding the foregoing, in the event that the Closing occurs 

  

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following delivery of such Dispute Notice and the Dispute has not been resolved prior to Closing, then to the extent such Dispute has not been resolved
within 10 Business Days after delivery of the Response as provided in Section 2, either party may refer the Dispute to mediation in accordance with Section 6, or, if not so referred to mediation within the five Business Day period provided in
Section 6, the Dispute shall be referred to arbitration in accordance with Section 7. 
  
 b. All negotiations between the Chief Executive Officers pursuant to this Section 3 shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of
such negotiations which is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future arbitration or litigation. 
  
 Section 4. Post-Closing Negotiation Between Senior Managers. 
  
 a. If a Dispute Notice is delivered at or after the Closing, within 10 days
after delivery of the Response provided for in Section 2, the Senior Managers of both parties shall meet or communicate by telephone at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, and shall
negotiate in good faith to attempt to resolve the Dispute that is the subject of such Dispute Notice. If such Dispute has not been resolved within 30 days after delivery of the Dispute Notice, then the parties shall attempt to settle the Dispute
pursuant to Section 5. 
  
 b. All negotiations between the Senior
Managers pursuant to this Section 4 shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations which is not otherwise independently discoverable shall be
offered or received as evidence or used for impeachment or for any other purpose in any current or future arbitration or litigation. 
  
 Section 5. Post-Closing Negotiation Between Chief Executive Officers. 
  
 a. If the Dispute Notice is delivered at or after the Closing and the Dispute has not been resolved by negotiation between the Senior Managers pursuant to
Section 4, then within 10 Business Days after the expiration of the 30-day period provided in Section 4, the respective Chief Executive Officers of both parties shall meet or communicate by telephone at a mutually acceptable time and place, and
thereafter as often as they reasonably deem necessary, and shall negotiate in good faith to attempt to resolve the Dispute that is the subject of such Dispute Notice. If such Dispute has not been resolved within 20 Business Days after the expiration
of the 30-day period provided in Section 4, then either party may refer the Dispute to mediation in accordance with Section 6, or, if not so referred to mediation within the five Business Day period provided in Section 6, the Dispute shall be
referred to arbitration in accordance with Section 7. 
  
 b. All
negotiations between the Chief Executive Officers pursuant to this Section 5 shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document 

  

 B-2 







 
produced, in the course of such negotiations which is not otherwise independently discoverable shall be offered or received as evidence or used for
impeachment or for any other purpose in any current or future arbitration or litigation. 
  
 Section 6. Mediation. 
  
 a. If the Dispute Notice is delivered at or after the Closing and the Dispute has not been resolved by negotiation between the Senior Managers pursuant to Section 4 or the Chief Executive Officers pursuant to Section 5, then within five
Business Days after the expiration of such 20 Business Day period provided in Section 5, any party may initiate mediation hereunder by giving a notice of mediation (a “Mediation Notice”) to any other party. Such Mediation Notice
shall include an undertaking by the party delivering such Mediation Notice to pay all costs and expenses of the mediator chosen or appointed pursuant to this Section 6. If neither party has given a Mediation Notice to the other party within such
five Business Day period, then the Dispute shall be referred to arbitration in accordance with Section 7. 
  
 b. Selection of Mediator. The mediator shall be jointly appointed by the parties. The parties intend that the mediator be independent and
impartial. To this end, the mediator shall disclose to the parties any professional or social relationships, present or past, with any party (or its Affiliates), including any party’s (or its Affiliates’) directors, officers and
supervisory personnel and counsel. 
  
 c. Location. Any
mediation pursuant to this Section 6 shall be conducted in Columbus, Ohio, unless otherwise agreed. 
  
 d. Governing Law. The Model ADR Procedures for Mediation of Business Disputes of the Center for Public Resources, Inc., either as written or as
modified by mutual agreement of the parties, shall govern any non-binding mediation pursuant to this Section 6. 
  
 e. Mediation Process. 
  
 (1) All mediation pursuant to this Section 6 shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor
any document produced, in the course of such non-binding mediation which is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future arbitration or
litigation. 
  
 (2) In the mediation, each party
shall be represented by an executive officer. No party shall be obligated to attend mediation proceedings for more than an aggregate of five days. 
  

 B-3 







 (3) If a Dispute has not been resolved within 10 Business Days after the delivery of the
Mediation Notice, then the Dispute shall be referred to arbitration in accordance with Section 7. 
  
 Section 7. Arbitration. 
  
 a. Commencement of Arbitration. If the Dispute Notice is delivered at or after the Closing and the Dispute has not been resolved by negotiation between the Senior Managers pursuant to Section 4, by negotiation between the Chief
Executive Officers pursuant to Section 5, or by mediation pursuant to Section 6 (or, if neither party delivered a mediation notice to the other party within the five Business Day period provided in Section 6, by the expiration of such five Business
Day period), then any party may initiate an arbitration hereunder by giving a notice of arbitration (the “Arbitration Notice”) to any other party. If the parties cannot agree on a procedure to be used to arbitrate the controversy
within 10 days of receipt by the other party of the Arbitration Notice, then the controversy shall be finally resolved by arbitration as provided in this Section 7. 
  
 b. Location. Any arbitration pursuant to this Section 7 shall be conducted in Columbus, Ohio, unless otherwise
agreed. 
  
 c. Governing Law. Section 2 of the Federal
Arbitration Act (Title 9, U.S.C., Section 1, et seq.) shall control the validity of any arbitration proceeding pursuant to this Section 7. All other substantive issues in any arbitration hereunder shall be resolved by application of the
provisions of the Agreement in accordance with the governing law provisions thereof. 
  
 d. Framing of Issues. The Arbitration Notice shall contain a statement of any controversies in sufficient detail to apprise the other parties of (i) the nature and scope of the controversies, (ii) the
initiating party’s position and (iii) the relief sought. Each other party shall, within a period of 30 days after delivery of the Arbitration Notice, or within such other period of time as the parties may agree, deliver its answer to the
initiating party (the “Arbitration Answer”), which shall contain its statement of the controversy, its positions and any counterclaims or other determinations which it seeks. The initiating party shall then have 30 days, or such
other period of time as the parties may agree, to deliver its reply (the “Arbitration Reply”) to any counterclaim or request for determination raised in the Arbitration Answer. No amendments to the Arbitration Notice, Arbitration
Answer or Arbitration Reply shall be permitted without the consent of the other parties or of the Arbitration Tribunal or Sole Arbitrator, as applicable. Such Arbitration Notice, Arbitration Answer and Arbitration Reply and all written notifications
and other documents provided for in this Section 7 or in any rules or orders or directions issued by the Arbitration Tribunal or Sole Arbitrator, as applicable, to be delivered to a party or the Arbitration Tribunal or Sole Arbitrator, as
applicable, shall be delivered in person against written receipt or by registered or certified mail, return receipt requested. 
  
 e. Choice of Sole Arbitrator or Arbitration Tribunal. The parties may agree in writing within 20 days after delivery of the Arbitration Notice that
the arbitration proceedings shall be by 

  

 B-4 







 
and before a Sole Arbitrator appointed in accordance with Section 7(f) and conducted in accordance with Section 7(h) or other procedures acceptable to them.
Failing such agreement, the arbitration proceedings shall be by and before an Arbitration Tribunal appointed in accordance with Section 7(g) and conducted in accordance with Section 7(h) or other procedures acceptable to them. 
  
 f. Appointment of Sole Arbitrator. 
  
 (1) If so agreed pursuant to Section 7(e) or as provided in
the Agreement, the arbitration proceedings shall be conducted by and before a single arbitrator (the “Sole Arbitrator”). Such Arbitrator shall be jointly appointed by the parties, who shall jointly obtain acceptance of his or her
appointment within a period of 30 days after the date of delivery of the Arbitration Notice. Failing such joint appointment and its acceptance, either party may request the Center for Public Resources, acting in the capacity of the Appointing
Authority hereunder (the “Appointing Authority”) to make the appointment and obtain his or her acceptance (which appointment, subject to Section 7(f)(4), shall be binding upon the parties to the arbitration). 
  
 (2) If at any time during the course of the arbitration
proceedings, the Sole Arbitrator dies, resigns, withdraws, or is removed by the parties pursuant to Section 7(f)(4), such vacancy shall be filled in the same manner and subject to the same requirements as provided in Section 7(f)(1) for the original
appointment to that position except as to the period of time specified for such original appointment. If the vacancy is not filled within 30 days after the occurrence of the death, resignation, withdrawal or removal of the Sole Arbitrator, either
party may request the Appointing Authority to make the appointment and obtain acceptance. Upon the filling of a vacancy, and after allowing the newly appointed Sole Arbitrator sufficient time to familiarize himself or herself with the submissions
and proceedings, the arbitration proceedings shall be continued without rehearing from the point at which the vacancy occurred, unless the parties agree otherwise or the Sole Arbitrator directs otherwise. 
  
 (3) The parties intend that the Sole Arbitrator be
independent and impartial. To this end, the Sole Arbitrator shall disclose to the parties any professional or other social relationships, present or past, with any party (or its Affiliates), including any party’s (or its Affiliates’)
directors, officers and supervisory personnel and counsel. 
  
 (4) Except as otherwise provided in Section 7(f)(2), the Sole Arbitrator may be removed only by (i) application of either party to, and order of, the Appointing Authority after a showing of lack of independence,
partiality, misconduct, incapacity of the Sole Arbitrator for more than 60 days or any other cause likely to impair his or her ability to effectively participate in the arbitration proceedings or render a fair and equitable decision, or (ii) mutual
agreement of the parties. 
  

 B-5 







 g. Appointment of Arbitration Tribunal. 
  
 (1) If the parties do not agree within the 20-day period
provided in Section 7(e) to have the arbitration proceedings conducted by and before a Sole Arbitrator, then the arbitration proceedings shall be conducted by and before a tribunal composed of three Arbitrators (an “Arbitration
Tribunal”) who are appointed pursuant to this Section 7(g). Each party shall appoint one arbitrator, obtain its appointee’s acceptance of such appointment, and deliver written notification of such appointment and acceptance to the
other party within 45 days after delivery of the Arbitration Notice. If a party fails for any reason to appoint an arbitrator, obtain acceptance of such appointment and notify the other party in writing within the period provided above, the
Appointing Authority, upon written request of either party, shall appoint such arbitrator, obtain acceptance of such appointment and notify the parties in writing of such appointment and acceptance. If the controversy involves more than two parties,
a party (and its Affiliates) shall be considered a single party for the purposes of this Section 7(g). 
  
 (2) The two arbitrators appointed pursuant to Section 7(g)(1) shall jointly appoint the third arbitrator (the “Third
Arbitrator”), obtain such appointee’s acceptance of such appointment and notify the parties in writing of such appointment and acceptance within 30 days after the appointment and acceptance of the two initial arbitrators. If the
appointment and acceptance of the Third Arbitrator and the required notifications are not effected by the other two arbitrators within the 30-day period, then, upon the request of either party, the Appointing Authority shall appoint the Third
Arbitrator, obtain acceptance of such appointment and notify the parties and both arbitrators appointed pursuant to Section 7(g)(1) in writing of such appointment and acceptance. 
  
 (3) The Third Arbitrator shall serve as the Chairman of the Arbitration Tribunal. 
  
 (4) If at any time a vacancy occurs on the Arbitration
Tribunal by reason of death, resignation or withdrawal of an arbitrator or removal of an arbitrator pursuant to Section 7(g)(6), such vacancy shall be filled in the same manner and subject to the same requirements as are provided in Sections 7(g)(1)
and 7(g)(2) for the original appointment to that position except as to the periods of time specified for such original appointments. If the vacancy is not filled within 30 days after the occurrence of the death, resignation, withdrawal or removal of
the arbitrator, either party may request the Appointing Authority to make the appointment and obtain acceptance. Upon the filling of a vacancy, and after allowing the newly appointed arbitrator sufficient time to familiarize himself or herself with
the submissions and proceedings, the arbitration proceedings shall be continued without rehearing from the point at which the vacancy occurred, unless the parties agree otherwise or the Chairman of the Arbitration Tribunal, whether appointed prior
to the occurrence of the vacancy or appointed to fill the vacancy, directs otherwise. 
  
 (5) The parties intend that each of the arbitrators on the Arbitration Tribunal be independent and impartial. To this end, each such
arbitrator shall disclose to the parties, and to the other members of the Arbitration Tribunal, any professional or social relationships, present or past, with any party (or its Affiliates), including any party’s (or its Affiliates’)
directors, officers and supervisory personnel and counsel. 
  
 (6) Any party may challenge in writing the appointment or continued service of any arbitrator on the Arbitration Tribunal for lack of independence, partiality, incapacity of the arbitrator for more than 60 days, or
any other cause likely to impair such arbitrator’s ability to 

  

 B-6 







 
effectively participate in the arbitration proceedings or render a fair and equitable decision. Where such challenge is made with regard to an arbitrator
other than the Third Arbitrator, the Third Arbitrator shall uphold or dismiss the challenge. Where such challenge is made with regard to the Third Arbitrator, the Appointing Authority shall uphold or dismiss the challenge. In the event a challenge
is upheld, the arbitrator as to whom the challenge was upheld shall cease to be a member of the Arbitration Tribunal. Furthermore, any arbitrator may be removed upon mutual agreement of the parties. 
  
 (7) The Arbitration Tribunal in its discretion may appoint a
secretary to assist the Arbitration Tribunal in the administrative arrangements for the arbitration proceedings. The Arbitration Tribunal may also employ such stenographic and other assistance as it deems necessary. 
  
 (8) All decisions or rulings of the Arbitration Tribunal, as
well as any interim or final award, shall be pursuant to the majority vote of the three arbitrators comprising the Arbitration Tribunal. 
  
 h. Arbitration Procedures. 
  
 (1) The Arbitration Tribunal or Sole Arbitrator, as applicable, shall hold a preliminary meeting with the parties at a time and place
determined by the Arbitration Tribunal or Sole Arbitrator, as applicable, for the discussion of procedural matters prior to the issuance of rules of procedure or other procedural directives by the Arbitration Tribunal or Sole Arbitrator, as
applicable, and for discussion of such other matters as the Arbitration Tribunal or Sole Arbitrator, as applicable, may determine. 
  
 (2) The procedure to be followed in any arbitration proceedings hereunder shall be as prescribed in this Section 7 and in the rules of
procedure which shall be issued by the Arbitration Tribunal or Sole Arbitrator, as applicable, following consultation with the parties. Such rules shall be based on the principle of fairness to both parties, and unless otherwise agreed by the
parties shall provide, inter alia, for the submission of briefs by the parties, the introduction of documents and the oral testimony of witnesses, cross-examination of witnesses, oral arguments, the closure of the arbitration proceedings and
such other matters as the Arbitration Tribunal or Sole Arbitrator, as applicable, may deem appropriate. Further, the Arbitration Tribunal or Sole Arbitrator, as applicable, shall regulate all matters relating to the conduct of the arbitration
proceedings not otherwise provided for. Subject to any contrary rules adopted by the Arbitration Tribunal or Sole Arbitrator, as applicable: 
  
 (A) The party which initiated the Arbitration shall, within 14 days after the date of the Sole Arbitrator’s appointment pursuant to
Section 7(f) or the appointment of the Arbitration Tribunal pursuant to Section 7(g), as applicable, or within such other period of time as the parties 

  

 B-7 







 
may mutually agree, submit to the Arbitration Tribunal or the Sole Arbitrator, as applicable, a written brief in support of its case and the relief or
determination it seeks, with a copy to the other party. Each such other party shall, within 21 days after delivery to it of a copy of the initiating party’s brief or within such other period of time as the parties may agree, submit to the
Arbitration Tribunal or the Sole Arbitrator, as applicable, such other party’s answering brief in support of its defense, with a copy to the initiating party. Such answering brief shall also state and support any counterclaim or determination
of a matter not submitted by the initiating party which such other party seeks. In the event that the answering brief states a counterclaim or request for determination of a matter not submitted by the initiating party, the initiating party may
submit, within a period of 21 days after delivery to it of such answering brief, or within such other period of time as the parties may agree, a reply brief stating its defense to such counterclaim or request for determination, with a copy to the
other parties. 
  
 (B) Any brief provided for in
Section 7(h)(2)(A) may include documentary evidence and written affidavits. The Arbitration Tribunal or the Sole Arbitrator, as applicable, may invite any other written submissions or documents he or she deems necessary for the proper determination
of the arbitration. 
  
 (C) Copies of documents
submitted in a brief shall be deemed authentic unless challenged by a party by written notification to the Arbitration Tribunal or the Sole Arbitrator, as applicable, with a copy to the other party. The facts stated in any affidavit submitted in a
brief shall be deemed accurate unless similarly challenged. Any such notification of challenge, together with any supporting documents or affidavits and a list of the names and addresses of any witnesses the challenging party will present in support
of such challenge, shall be submitted by that party within a period of 30 days after the date of such party’s receipt of the document or affidavit being challenged. The party challenging the contents of an affidavit may also include, in its
notification, a request that the party which submitted the affidavit or challenging affidavit produce the affiant for cross-examination. Subject to a request to the Arbitration Tribunal or the Sole Arbitrator, as applicable, for a protective order,
the party which submitted a document or affidavit challenged shall, within a period of 14 days after its receipt of notification of the challenge, submit any documents and a list of the names and addresses of any witnesses it will present to
establish the authenticity of a document or the accuracy of the facts stated in an affidavit. 
  
 (D) An oral hearing shall be held, at a place and time designated by the Arbitration Tribunal or the Sole Arbitrator, as applicable, such
time to be within a period of 30 days after the date of the submission of the answering brief or, if a reply brief was submitted pursuant to Section 7(h)(2)(A), within 30 days thereafter, or, where objection or challenge was made as provided in
Section 7(h)(2)(C), within a period of 14 days after the date of the last submission made pursuant to that Section. At such hearing, the Arbitration Tribunal or the Sole Arbitrator, as applicable, shall permit the submission of further documentation
or oral testimony by the parties, including direct examination, cross-examination and redirect examination, relevant to the determination of any challenge to the authenticity of a document or to the accuracy of the facts stated in an affidavit. No
oral testimony shall be permitted except as provided in this Section 7 or as permitted by order of the 

  

 B-8 







 
Arbitration Tribunal or the Sole Arbitrator, as applicable. The Arbitration Tribunal or the Sole Arbitrator, as applicable, shall, following the submission
of any documents and oral testimony, invite each of the parties to make oral arguments in support of its case on the controversy concerning which the initiating party initiated the arbitration and on any counterclaim or other controversy initiated
by the other party. 
  
 (E) Strict rules of
evidence shall not apply in any arbitration proceedings conducted pursuant to this Section 7. The parties may offer such evidence as they desire and the Arbitration Tribunal or the Sole Arbitrator, as applicable, shall accept such evidence as its
deems relevant to the issue(s) and accord it such weight as the Arbitration Tribunal or the Sole Arbitrator, as applicable, deems appropriate. However, no party or witness may be required to waive any privilege recognized under Applicable Law.

  
 (F) The parties agree that discovery shall be
limited and handled expeditiously. Discovery procedures available in litigation before the courts shall not apply in any arbitration proceedings pursuant to this Section 7. However, each party shall produce relevant and nonprivileged documents or
copies thereof requested by the other party in writing. Unless otherwise agreed or ordered by the Arbitration Tribunal or the Sole Arbitrator, as applicable, any such request by either party shall be made within 15 days after submission of the
brief, document or affidavit submitted earliest which could reasonably have indicated that the documents sought to be produced were relevant, and production shall be made within 10 days of receipt of such request. All disputes regarding discovery
shall be resolved promptly by the Arbitration Tribunal or the Sole Arbitrator, as applicable. In the event of a party’s failure to produce such documents as provided above, the Arbitration Tribunal or the Sole Arbitrator, as applicable, shall
take such failure into consideration in the light of the prevailing circumstances. 
  
 (G) In the event the Sole Arbitrator or a member of the Arbitration Tribunal, as applicable, becomes incapable of acting for a period of
less than 60 days and then resumes his or her duties as Sole Arbitrator or an arbitrator, as applicable, the time periods provided in Sections 7(h)(2)(A), (C), (D) and (F) shall be extended by the number of days during which the Sole Arbitrator or
an arbitrator, as applicable, was incapable of acting. In the event the Sole Arbitrator or a member of the Arbitration Tribunal, as applicable, dies or resigns or becomes incapable of acting for a period of at least 60 days, such time periods shall
be extended by the number of days between the date of such death, resignation, or commencement of incapacity and the date of the appointment of a substitute arbitrator plus a reasonable period of time (to be mutually agreed upon by the parties or
fixed by the Arbitration Tribunal or the Sole Arbitrator, as applicable) for the Sole Arbitrator or arbitrator, as applicable, to familiarize himself or herself with the submissions and proceedings. 
  
 (H) The arbitration proceedings shall be deemed closed at
the conclusion of the oral hearing provided in Section 7(h)(2)(D), except that in the event the Arbitration Tribunal or the Sole Arbitrator, as applicable, requests or invites the submission of any further documents or briefs, the proceedings shall
be deemed closed upon the submission of such further documents or briefs or 

  

 B-9 







 
upon the expiration of the period set by the Arbitration Tribunal or the Sole Arbitrator, as applicable, for such submissions, whichever date is earlier.

  
 (I) If requested by any party, the
Arbitration Tribunal or the Sole Arbitrator, as applicable, shall keep records of all its proceedings and decisions, and a verbatim record of all oral hearings. Such records shall be available and copies shall be furnished to the parties upon
request and reasonable notice by any party to the Arbitration Tribunal or the Sole Arbitrator, as applicable. 
  
 (J) All awards or portions thereof, whether preliminary or final, shall be in writing signed by the Sole Arbitrator or, in the case of an
Arbitration Tribunal, by each arbitrator, and shall state the reasons upon which such are based. In the event that one arbitrator in an Arbitration Tribunal refuses to sign the award or a portion thereof, the two arbitrators forming the majority
shall note such refusal in the award or portion thereof. The arbitrator dissenting from an award or portion thereof may issue a dissent from the award or portion thereof in writing, stating the reasons therefor. 
  
 (K) The Arbitration Tribunal or the Sole Arbitrator, as
applicable, shall use its best efforts to issue its final award or awards, and any dissent therefrom, in any arbitration proceedings conducted pursuant to this Section 7, within a period of 30 days after closure of such arbitration proceedings.
Failure of the Arbitration Tribunal or Sole Arbitrator, as applicable, to do so, however, shall not be a basis for challenging the award or awards. 
  
 i. Failure to Participate. In the event a party, having been given due notice and opportunity, shall fail or shall refuse to appear or participate
in any arbitration proceedings pursuant to this Section 7 or in any stage thereof, or to so appear or participate in accordance with time limits or dates set forth in this Section 7, or in rules of procedure issued pursuant hereto by the Arbitration
Tribunal or the Sole Arbitrator, as applicable, or other directives issued by the Arbitration Tribunal or the Sole Arbitrator, as applicable, the arbitration proceedings shall nevertheless be conducted to conclusion and final award. Any award or
awards rendered under such circumstances shall be as valid and enforceable as if both parties had appeared and participated fully at all stages. 
  
 j. Relief. Subject to any limitations on awards and damages that are expressly set forth in the Agreement, the Arbitration Tribunal or the Sole
Arbitrator, as applicable, shall be empowered in an award to deny or grant, in whole or in part, relief of the following types if so requested by a party in the Arbitration Notice, the Arbitration Answer or the Arbitration Reply: 
  

	 	(i)	compensatory damages; 

  

	 	(ii)	other monetary claims or counterclaims; 

  

	 	(iii)	pre-award and post-award interest on monetary awards, including applicable rates and periods at to which such interest shall be computed; 

  

 B-10 








	 	(iv)	specific performance of the Agreement or any portion thereof; 

  

	 	(v)	interpretation, including declaratory interpretation, of the provisions of the Agreement; and 

  

	 	(vi)	any other equitable relief. 

  
 The Arbitration Tribunal or the Sole Arbitrator, as applicable, shall, in a final award, assess, as set forth in Section 7(m), the amount of the costs of the arbitration proceedings. 
  
 k. Finality. Any award or portion of award rendered, whether final or
interim, by the Arbitration Tribunal or the Sole Arbitrator, as applicable, in any arbitration proceedings pursuant to this Section 7 shall be binding on the parties, who hereby waive all rights of appeal or challenge except to the extent permitted
by Title 9, U.S.C. §§ 10 and 11. The parties further agree that judgment upon any award hereunder may be entered in any of the courts referred to in Section 9.17 of the Agreement (if the Agreement is the Master Formation Agreement),
Section 11.15 of the Agreement (if the Agreement is the Asset Transfer and Contribution Agreement or an Agreement that incorporates by reference the procedures for dispute resolution of the Asset Transfer and Contribution Agreement) or Section 16.09
of the Agreement (if the Agreement is the LLC Agreement), and application may be made by a party to such court or to any court of competent jurisdiction wherever situated for enforcement of such judgment and the entry of whatever orders are
necessary for such enforcement. 
  
 l. Confidentiality. The
parties and the Arbitration Tribunal or the Sole Arbitrator, as applicable, shall treat all aspects of the arbitration proceedings, including without limitation discovery, testimony and other evidence, briefs and the award, as strictly confidential.

  
 m. Costs and Expenses. Each party shall pay its own
costs and expenses. The costs of the arbitration proceedings, including the expenses of the Arbitration Tribunal and its members and secretary, if any, or of the Sole Arbitrator, as applicable, and the honoraria of the members of an Arbitration
Tribunal and its secretary, or the honorarium of the Sole Arbitrator, as applicable, shall be borne by the parties to the arbitration proceedings in equal shares. The Chairman of the Arbitration Tribunal or the Sole Arbitrator, as applicable, shall
notify the parties, from time to time, of the estimated amounts to be advanced by them in equal shares to meet all such anticipated expenses, and each party shall advance its share promptly. 
  
 Section 8. Disputes; Consent to Jurisdiction. 
  
 (a) Except as otherwise expressly provided in the Agreement,
no party shall be entitled to commence or maintain any action, suit or other proceeding against any other party regarding any Dispute, other than any action, suit or other proceeding (i) to the extent provided in Section 3, (ii) to compel
arbitration pursuant to Section 7, (iii) to select an arbitrator or arbitrators pursuant to Section 7 or (iv) to enforce any judgment pursuant to Section 7(k). 
  

(b) Section 9.17 of the Agreement (if the Agreement is the Master Formation Agreement), Section 11.15 of the Agreement (if the
Agreement is the Asset Transfer and Contribution Agreement or an Agreement that incorporates by reference the procedures for dispute resolution of the Asset Transfer and Contribution Agreement) or Section 16.09 of the Agreement (if the Agreement is
the LLC Agreement) shall apply with respect to any suit, action or proceeding permitted under Section 8(a). 
  

 B-11 







  
 EXHIBIT A 
 LIMITED LIABILITY COMPANY AGREEMENT 
  
 SPEEDWAY SUPERAMERICA LLC 
  
 RETAIL INTERGRATION PROTOCOL 
  
 The retail business unit of Marathon Ashland Petroleum LLC (“MAP”), Speedway SuperAmerica LLC (“SSA”), will include the combined assets of Emro
Marketing Company (“Emro”) and SuperAmerica Group (“SuperAmerica”). This protocol establishes the plan of integration of Emro and SuperAmerica from the present state of two competing retail organizations to an integrated retail
organization. 
  
 1. General Principles. Marathon and Ashland desire to
begin realizing the efficiencies and other benefits of the integration of retail operations as soon as possible after the closing of the Joint Venture. However, Marathon and Ashland agree to integrate Emro and SuperAmerica in a deliberate manner,
based upon thorough analyses of all relevant information and issues, including impact on the brand equity, operating systems and operating practices (collectively referred to as the “Business Equity”) of Emro or SuperAmerica. Such analyses
shall be conducted by or at the direction of one or more integration teams, each of which is comprised of members representing both Emro and SuperAmerica (collectively, the “Integration Teams”). Major decisions and actions relative to
integration of Emro and SuperAmerica shall be reviewed and approved prior to implementation by the appropriate levels of SSA and MAP executive management and the MAP Board of Managers. An overriding principle of the integration process is to
maximize the economic value added to MAP in total. 
  

 - 1 - 







 2. Integration Levels. The integration process will commence immediately after the Joint Venture closes, and will
occur in three general levels as analyses of various functions and aspects of the business are completed: 
  
 a. Level I. Level I integration initiatives require little or no analysis to determine best practice, or that create obvious efficiencies, with little or no impact on the Business Equity of Emro or
SuperAmerica. Level I initiatives include, but are not limited to, the following: 
  
 (i) coordination of the retail pricing of light products between Emro and SuperAmerica (but not major and long-range light product or merchandise pricing philosophy as described in Paragraph 2(c)(iv) below); 
  
 (ii) purchase of common supplies for consumption and products and services for resale;

  
 (iii) supply of retail locations from various terminals to minimize
operating costs to the SSA and MAP; 
  
 (iv) coordination of support
services and elimination of duplicate services and processes not required to maintain separate operations; and 
  
 (v) establishment of Integration Teams to extend the process of integration and define and analyze the more complex issues. 
  
 b. Level II. Level II integration initiatives are relatively more complex and will require more time and effort to gather and analyze
relevant information, determine the best practices, and evaluate the potential impact of alternate strategies or actions on the Business Equity of Emro or SuperAmerica. Level II integration initiatives will be prioritized by the Integration Teams
and SSA executive management to generate savings as rapidly as possible without adversely impacting the Business Equity of Emro and SuperAmerica. Level II initiatives include, but are not limited to, the following: 
  
 (i) Consolidating purchases of items such as pumps, dispensers and operating hardware
that may be interchangeable between Emro and SuperAmerica; 
  
 (ii)
Adoption of a unified and coordinated marketing program (i.e., private label applicable category merchandising agreements, etc.) as opportunities are identified and evaluated by the marketing integration team; 
  
 (iii) Adoption of common maintenance practices and coordination and integration of
maintenance personnel in overlapping areas; 
  

 - 2 - 







 (iv) Internal communication in support of our one-company commitment and vision (All outside product and service
provider communications will support this same commitment.); 
  
 (v)
Adoption of new common product and services offerings where appropriate; 
  
 (vi) Further consolidation of support services that SSA and MAP executive management determine will not adversely affect the Business Equity of Emro and SuperAmerica; 
  
 (vii) Continued integration of common support services (such as law, accounting, planning and analysis, environmental, health and
safety, and security); 
  
 (viii) Overall Information Technology strategy
(but not store-automation strategy, which is a Level III issue as provided in Paragraph 2(c), below); 
  
 (ix) Changing the geography of our present joint territories, e.g., truck stop travel center expansion; and 
  
 (x) Physical facility issues, e.g., size of facilities, common building designs, number of basic designs. 
  
 c. Level III. Level III integration initiatives involve complex and strategic issues
that may have material impact on the Business Equity of Emro and SuperAmerica. Level III initiatives will require the most time an effort to gather and analyze relevant information, determine the best practices, and evaluate the potential impact of
proposed decisions or actions on such Business Equity. Consultants may be used to assist the Integration Teams in quantifying various matters that are not easily quantified, especially those related to differences in Business Equity. Decisions and
other actions on Level III initiatives will be made only after a thorough analysis of all relevant information, by super-majority approval of the MAP Board of Managers to the extent and for the time periods provided in the Limited Liability Company
Agreement between Marathon and Ashland (the “LLC Agreement”). Level III issues are: 
  
 (i) Utilization of the Enon and Lexington facilities, including establishment of a single headquarters location for Speedway SuperAmerica LLC; 
  

 - 3 - 







 (ii) Major store staffing and similar employment issues, including any material change in the compensation or
benefit packages of the Speedway SuperAmerica LLC unit; 
  
 (iii) Branding
strategy (e.g., continuing to use the present brand names, combining brands or developing a new brand), including any material change in the brand image of SuperAmerica and Emro stores; 
  
 (iv) Any material change in the fundamental business strategies of SuperAmerica and Emro including, but not limited to, major and
long-range light-product or merchandise pricing philosophy, in-store merchandising strategy and advertising and promotion practices. 
  
 (v) Future use of the Speedway and SuperAmerica business models in SSA; 
  
 (vi) Finalizing the retail organization (See discussion in Paragraph 5(a) below); 
  
 (vii) Credit card acceptance between Emro and SuperAmerica. More specifically the development of a new common credit card for SSA.

  
 (viii) Evaluation of alternate modes of supplying stores with
merchandise through company-owned warehouses or outside suppliers, including an evaluation of SuperAmerica’s existing warehousing/distribution processes; and 
  
 (ix) Store-automation strategy. 
  
 Provided, however, that until any decision or action by the Board of Managers to the contrary, Emro and SuperAmerica shall continue to do business in accordance with
their historical practices. 
  
 3. Timeframe for Super Majority Decisions.
The timeframe for super-majority decisions or actions by the MAP Board of Managers with respect to the issues described in Paragraph 2(c)(i), (ii), (iv) and (vi) only are subject to extension as provided in the LLC Agreement. The integration
timetable outlined in (4) below anticipates that all super majority recommendations for all Level III issues will be submitted for action to the Board of Managers by SSA MAP executive management by October 30, 1998, thus permitting the Board of
Managers to act on these issues during calendar 1998. Such submissions shall include the business and economic analyses necessary to support the recommended decision or action including but not limited to the risks and 

  

 - 4 - 







 
benefits of such decisions and the anticipated impact of such decision or action on the Speedway and SuperAmerica brand images and business models.

  
 4. Integration Timetable. The integration process will be fluid, but
should occur along the following general timeline: 
  
 a. January 1st: MAP
and SSA are established. SSA Integration Teams begin work without restrictions on information flow. 
  
 b. First Quarter 1998: Emro and SuperAmerica continue the transition from separate operations to an integrated retail organization, through Level I integration. Also during this quarter, analyses of Level II
and III issues continue. All such analyses shall include benchmarking of Emro and SuperAmerica practices and results. Recommendations for some Level II issues are presented to MAP executive management for review and approval. SSA executive
management reviews progress on Level I, II and III initiatives with MAP executive management and MAP Board of Managers. 
  
 c. Second Quarter 1998: Emro and SuperAmerica continue the transition from separate operations to one integrated retail organization. During this quarter,
recommendations for some Level II and III integration issues may be presented to the MAP executive management and MAP Board of Managers for review and approval, and analyses of other Level II and III issues continue as provided in paragraph 4(b).
SSA executive management reviews progress on Level I, II and III initiatives with MAP executive management and MAP Board of Managers. 
  
 d. Third Quarter 1998: Emro and SuperAmerica complete additional Level I integration and continue work on Level II and III integration actions approved during the
second quarter. During this quarter, the Integration Teams and SSA executive management complete additional analyses and valuation of alternatives and make additional recommendations on Level II and III initiatives. SSA executive management 

  

 - 5 - 







 
reviews progress on Level I, II and III integration actions with MAP executive management and with the MAP Board of Managers. 
  
 e. Fourth Quarter 1998: Emro and SuperAmerica complete additional Level I integration
and continue work on Level II and III integration actions. SSA executive management reviews progress on Level I, II and III integration actions with MAP executive management and Board of Managers. SSA and MAP executive management will present any
remaining super majority issues proposals for action by the Board of Managers no later than October 30, 1998 to provide ample time for the MAP executive management and Board of Managers to formulate decisions during the fourth quarter. 

 
 f. Calendar 1999: Complete Level II and III integration actions as directed by the
MAP executive management and Board of Managers. 
  
 5. Management Guidance.
A number of Level III issues are addressed in more detail in this Paragraph 5. This Paragraph 5 is intended to give guidance to the executive management of SSA and MAP on certain key issues: 
  
 a. SSA Organization. As the integration process proceeds, it will be implemented
through a transitional organization as outlined on Exhibit A with the intention of ultimately implementing an organization similar to that shown on Exhibit B, subject to changes approved by SSA and MAP executive management and the MAP Board of
Managers. 
  
 b. Key Management Issues. 
  
 (i) Proper communication to everyone concerned needs to occur early and clearly to
ensure the success of the operation. Structure, form, and responsibilities need to be clearly communicated. Key SSA managers, especially those involved in best practice 

  

 - 6 - 







 
integration teams, need to fully understand their individual roles during what may be a chaotic period that may last longer than originally anticipated.

  
 (ii) Outside agencies and suppliers will be dealing with one legal
entity that in some cases will continue to behave as two separate entities. This is potentially an area of confusion that needs to be addressed to avoid causing problems in the retail operation. Speedway SuperAmerica LLC office of the president will
have the primary responsibility for developing and disseminating the proper communication as needed to address these issues. 
  
 c. Co-Management. It is anticipated that through its early stages, SSA will be con-managed by R.N. Yammine and J. F. Pettus to achieve the overall objectives of
Marathon and Ashland for MAP. During such stages, it is anticipated that Pettus’ emphasis will be on SSA operations and Yammine’s on SSA financial and other support functions, but they will share responsibility for managing SSA, ensuring
that best practices guide the integration process in the manner and on the timetable described in this protocol, and ensuring that the non-integrated segments on SSA continue to operate smoothly and efficiently. References in this protocol to the
executive management of SSA are references to Yammine and Pettus. ALL SSA EXECUTIVE MANAGEMENT DECISIONS, RECOMMENDATIONS AND OTHER ACTIONS RELATIVE TO INTEGRATION AND TO ONGOING OPERATION OF SSA’S BUSINESS ARE TO BE MADE JOINTLY BY YAMMINE AND
PETTUS; PROVIDED THAT IF YAMMINE AND PETTUS ARE UNABLE TO AGREE ON A DECISION, RECOMMENDATION OR ACTION, THEY WILL REPORT TO THE PRESIDENT OF MAP WHO WILL RESOLVE ANY DIFFERENCE AND REPORT HIS RECOMMENDATION TO THE MAP BOARD ON ANY MATTER REQUIRED
HEREUNDER, INCLUDING LEVEL III DECISIONS. 
  

 - 7 - 







 d. Measurement of Success. 
  
 (i) The present P & L statements of Emro and SuperAmerica are not consistent since Emro’s P & L is based on rack prices
and SuperAmerica’s is based on adjusted rack prices. A common transfer price will be adopted by MAP executive management after the closing of the Joint Venture, with appropriate input from the SSA executive management. Depending upon the
transfer price methodology used, various adjustments will be made to permit accurate analysis of Emro and SuperAmerica performance, e.g., if rack price is used, adjustments will be made to reflect the synergy added to MAP by Emro and SuperAmerica.

  
 (ii) Except as noted in this protocol, the intent of Marathon and
Ashland is to analyze all decisions to be made and other actions to be taken relative to Level II and Level III integration, and to value alternatives, on an economic value added (“EVA”) basis, as it relates to MAP in total. However,
Marathon and Ashland recognize that certain qualitative issues relative to Emro and SuperAmerica Business Equity may not lend themselves to a strict EVA analysis. In such cases, other tools may be used to analyze such qualitative issues and value
alternatives, including but not limited to: 
  
 A) Benchmarking
performances between similar operations in Emro and SuperAmerica, e.g., money loss and inventory shrink in similar groups of stores, sales by category, profit by store category, etc.; 
  
 B) Marketing program and reverse marketing program testing; 
  
 C) Customer-intercept studies; 
  
 D) Focus-group evaluations; and 
  
 E) Consultants’ input and analysis, as deemed appropriate and cost effective by the SSA or MAP executive management. 
  
 F) Various economic methodologies pertinent to the economic performance of SSA and SSA
and MAP combined. 
  

 - 8 - 







 EXHIBIT A 
  



 
  








 EXHIBIT B 
  



 
  








  
 SCHEDULE 1.01

 to 
 Limited
Liability Company Agreement 
 Financed Properties 
  
 1. Double-Skin Barge Program – PNC Leasing Corp., Kentucky and Pitney Bowes Credit Corporation (35 barges are currently in the
program). 
  
 (a) Charter Agreement between PNC Leasing Corp.,
Kentucky, as Owner, and Ashland Inc., as Charterer, dated as of January 19, 1996, as amended by First Amendment thereto dated as of October 28, 1997. 
  
 (b) Charter Agreement between Pitney Bowes Credit Corporation, as Owner, and Ashland Inc., as Charterer, dated as of January 19, 1996, as amended by First
Amendment thereto dated as of October 28, 1997. 
  
 2. Sale & Leaseback of 125
DOT 112J340W Pressure Tank Cars between Signet Leasing & Financial Corporation and Ashland Inc. 
  
 (a) Master Lease Agreement, dated as of April 26, 1995, between Signet Leasing and Financial Corporation, as lessor, and Ashland Inc., as lessee.

  
 3. Super America-Goldman Sachs Sale Leaseback (24 properties). 
  
 (a) Lease Agreement, dated as of December 31, 1990, between State Street
Bank and Trust Company of Connecticut, National Association, as lessor, and Ashland Inc., (formerly Ashland Oil, Inc.), as lessee. 
  
 4. Bluegrass Funding, Inc. Master Lease Program (15 SuperAmerica properties are currently in the program). 
  
 (a) Amended, Restated and Consolidated Lease Agreement, dated as of October 22, 1993, between Bluegrass Funding, Inc. and
Ashland Oil, Inc.; 
  
 (b) Amendment No. 1, dated as of October
31, 1994 to Amended, Restated and Consolidated Lease Agreement between Bluegrass Funding, Inc. and Ashland Oil, Inc.; and 
  
 (c) Amendment No. 2, dated as of March 17, 1995, to Amended, Restated and Consolidated Lease Agreement dated as of October 22, 1993, between Bluegrass
funding, Inc. and Ashland Inc. 
  
 5. Fayette Funding, Limited Partnership master
Lease Program (172 SuperAmerica and Rich Oil properties are currently in the program that will be contributed to the Company). 
  
 (a) Second Amended, Restated and Consolidated Lease Agreement, dated as of November 14, 1995, between Fayette Funding, Limited Partnership and Ashland
Inc.; and 
  
 (b) Amendment No. 1 to Second Amended, Restated and
Consolidated Agreement for Lease, dated as of July 9, 1996, between Fayette Funding, Limited Partnership and Ashland Inc. 
  








  
 LIMITED LIABILITY COMPANY
AGREEMENT 
  
 Schedule 4.01(c) 
  
 Marathon Subleased Property 
  
 Subleased Property is described in the Sublease Schedules to the Marathon Designated Sublease
Agreements attached as Exhibit E to the Asset Transfer and Contribution Agreement. 
  

	1.	Service/Truck Stations under the following leases: 

  
 (a) Lease Agreement dated as of September 15, 1987 between Wilmington Trust Company and William J. Wade, not in their respective individual capacities,
but solely as owner trustees under a Trust Agreement dated as of September 15, 1987, Lessor and Marathon Oil Company, as assignee of Emro Marketing Company, Lessee. 
  
 (b) Lease for each Original Lease identified on a Sublease Schedule, which Lease is one of a series of lease agreements
between Station Associates Venture, an Indiana general partnership, as Landlord, and Marathon Oil Company, an Ohio corporation, as assignee of Emro Marketing Company, a Delaware corporation, as successor by merger to R. I. Marketing, Inc., and
Indiana corporation, as Tenant. 
  

	2.	Hydrotreater-Penex Units under the following leases: 

  
 (a) Equipment Lease Agreement dated as of December 1, 1985, as amended effective October 11, 1995, between State Street Bank and Trust Company not in its
individual capacity but solely as Trustee (“Lessor”), as successor Trustee to the original Trustee, The First National Bank of Boston, under that certain Trust Agreement dated as of December 1, 1985 with BNY Capital Resources Corporation
(“Trustor”), as successor in interest to BNY One Leasing Corporation (formerly BNY Leasing, Inc.) and Marathon Oil Company (“Lessee”), as successor by merger to Marathon Petroleum Company. 
  
 (b) Equipment Lease (“Lease”) dated as of November 1, 1986 between
Sequa Capital Corporation, formerly Forsun Leasing Corp., as Lessor and Marathon Oil Company, successor by merger to Marathon Petroleum Company, as Lessee. 
  








  
 SCHEDULE 4.01(c)

 to 
 Limited
Liability Company Agreement 
  
 1. Double-Skin Barge Program – PNC
Leasing Corp., Kentucky and Pitney Bowes Credit Corporation (35 barges are currently in the program). 
  
 (a) Charter Agreement between PNC Leasing Corp., Kentucky, as Owner, and Ashland Inc., as Charterer, dated as of January 19, 1996, as amended by First
Amendment thereto dated as of October 28, 1997. 
  
 (b) Charter
Agreement between Pitney Bowes Credit Corporation, as Owner, and Ashland Inc., as Charterer, dated as of January 19, 1996, as amended by First Amendment thereto dated as of October 28, 1997. 
  
 2. Sale & Leaseback of 125 DOT 112J340W Pressure Tank Cars between Signet Leasing &
Financial Corporation and Ashland Inc. 
  
 (a) Master Lease
Agreement, dated as of April 26, 1995, between Signet Leasing and Financial Corporation, as lessor, and Ashland Inc., as lessee. 
  
 3. SuperAmerica- Goldman Sachs Sale & Leaseback (24 properties). 
  
 (a) Lease Agreement, dated as of December 31, 1990, between State Street Bank and Trust Company of Connecticut, National Association, as lessor, and
Ashland Inc. (formerly Ashland Oil, Inc.), as lessee. 
  








  
 LIMITED LIABILITY COMPANY
AGREEMENT 
  
 Schedule 4.02(a)-1 
  
 Marathon Funded Capital Expenditure 
  

	1.	The work necessary to restore the Patoka to Lima Pipe Line to the operating pressure and throughput conditions that existed prior to the release of crude oil from such pipeline on
August 24, 1997. 

  








  
 LIMITED LIABILITY COMPANY
AGREEMENT 
  
 SCHEDULE 4.02(a)-2 
 MEMBER FUNDED CAPITAL EXP. 
  
 See Schedule 7.2(k) of the Asset Transfer and Contribution Agreement 
  
 12/10/97 
  








  
 LIMITED LIABILITY COMPANY
AGREEMENT 
  
 SCHEDULE 8.08(k)i(a) 
 CLOSING DATE AFFILIATE TRANSACTIONS 
  
 Put/Call, Registration Rights, and Standstill Agreement by and among Marathon Oil Company, USX Corporation, Ashland Inc. and Marathon Ashland Petroleum LLC

  
 Intellectual Property License Agreement from Ashland Inc. to Marathon
Ashland Petroleum LLC 
  
 Trademark License Agreement from Ashland Inc. to
Marathon Ashland Petroleum LLC 
  
 Office Lease Agreement by and between
Ashland Inc. and Marathon Ashland Petroleum LLC of Lexington, KY office building 
  
 Office Lease Agreement by and between Ashland Inc. and Marathon Ashland Petroleum LLC for lease of Russell, KY office building 
  
 Lease Agreement by and between Ashland Inc. and Marathon Ashland Petroleum LLC for lease of the Louisville, KY Terminal 
  
 Lease Agreement by and between Ashland Inc. and Marathon Ashland Petroleum LCC for lease
of the Findlay, OH Terminal 
  
 Lease Agreement by and between Ashland Inc.
and Marathon Ashland Petroleum LLC for lease of Heath, OH Terminal 
  
 Lease Agreement by and between Ashland Inc. and Marathon Ashland Petroleum LLC for lease of the Cincinnati, OH Asphalt Terminal 
  
 Lease Agreement by and between Ashland Inc. and Marathon Ashland Petroleum LLC for lease of the Ashland Brand Bulk Plants 
  
 Goldman Sachs Master Sublease Agreement by and between Ashland Inc. and Marathon Ashland
Petroleum LLC 
  
 Pitney Bowes Credit Corporation Master Subcharter
Agreement by and between Ashland Inc. and Marathon Ashland Petroleum LLC 
  








 PNC Leasing Corp. Kentucky Master Subcharter Agreement by and between Ashland Inc. and Marathon Ashland Petroleum LLC

  
 Signet Leasing and Financing Corporation Master Sublease Agreement by
and between Ashland Inc. and Marathon Ashland Petroleum LLC 
  
 Pass-Through Sublease Agreement by and between Ashland Inc. and Marathon Ashland Petroleum LLC for sublease of BLC Corporation vehicles and railcars 
  
 Pass-Through Sublease Agreement by and between Ashland Inc. and Marathon Ashland Petroleum LLC for sublease of First Union Commercial
Corporation vehicles and trailers 
  
 Lube Oils and Chemicals Supplement
Agreement between Marathon Oil Company and Ashland Inc. (Valvoline Lube Purchase Contract) 
  
 Hydrocarbon Supply Agreement between Industrial Chemicals and Solvents Division of Ashland Chemical Company, a division of Ashland Inc. and Ashland Petroleum Company, a division of Ashland Inc. (Ashland Chemical
Agreement) 
  
 Joint Services Agreement by and between Marathon Ashland
Petroleum LLC and Ashland Chemical Company, a division of Ashland Inc. (Ashland Chemical Interplant Services Agreement) 
  
 Supplier Cooperation Agreement by and between Marathon Ashland Petroleum LLC and The Drew Industrial Division of Ashland Chemical Company, Division of Ashland Inc.
(Wastewater Treatment Agreement) 
  
 License Agreement by and between
Ashland Inc. and Marathon Ashland Petroleum LLC (Caverns/Neal, West Virginia) 
  
 Insurance Indemnity Agreement by and among Marathon Oil Company, Ashland Inc., USX Corporation and Marathon Ashland Petroleum LLC 
  
 Services Agreement by and among Marathon Ashland Petroleum LLC, Marathon Oil Company and Ashland Inc. 
  
 Revolving Credit Agreement among Ashland Inc., Marathon Oil Company, and Marathon Ashland Petroleum LLC 
  
 Possible subcharter of M/V Kentucky and M/F West Virginia 
  








  
 LIMITED LIABILITY COMPANY
AGREEMENT 
  
 Schedule 8.08(k)(i)(A) 

 
 Marathon’s Closing Date Affiliate Transactions 
  
 The following Affiliate Transactions: 
  
 Marathon Intellectual Property Agreement 
  
 Marathon Trademark License Agreement 
  
 Findlay Office Lease Agreement 
  
 Indianapolis Terminal Lease Agreement 
  
 Emro Marketing Sublease Agreement 
  
 Garyville Hydrotreater Sublease Agreement 
  
 Robinson Hydrotreater Sublease Agreement 
  
 SAV Sublease Agreement 
  
 Marathon Other Sublease Agreement 
  
 Marathon Pipe Line Operating Agreements 
  
 Joint Defense Agreement 
  
 Crude Oil & NGL Agreement 
  
 Indemnity Agreement 
  
 Shared Services Agreement 
  
 Revolving Credit Facility 
  
 Put/Call, Registration Rights and Standstill Agreement 
  








 EXECUTION COPY 
  
 Schedule 8.14 
  
 Company Leverage Policy 
  
 For purposes of the Limited Liability Company Agreement dated as of January 1, 1998, of Marathon Ashland Petroleum LLC (the “Company”), by and among Marathon Oil Company, an Ohio corporation and
Ashland Inc., a Kentucky corporation (the “LLC Agreement”), the Company Leverage Policy shall be as set forth below. Unless otherwise indicated, Section and Article references in this Schedule 8.14 are to Sections and Articles of
the LLC Agreement. 
  
 The Company Leverage Policy is based on the
following general principals: 
  
 (1) It is the
intent of Marathon and Ashland that the Company and its subsidiaries operate without financial leverage, either on balance sheet (through Indebtedness) or off balance sheet (through lease programs, receivable financing programs and similar financing
methods). 
  
 (2) It is the intent of Marathon
and Ashland that the Company and its subsidiaries have available to them on an on-going basis one or more revolving credit facilities, uncommitted money market credit facilities or other comparable debt facilities in such amount to provide adequate
liquidity to fund the normal operation of the Company and that the company and its subsidiaries promptly repay any amounts borrowed under such facilities at the time of, and to the extent of, any collected or available bank cash balances other than
Incidental Cash and any cash balances that represent uncollected funds that are not otherwise included in Incidental Cash (collectively “Surplus Cash”). 
  
 (3) It is the intent of Marathon and Ashland that increases in Ordinary Course Lease Expenses over time
shall not exceed the rate of inflation (it being understood that notwithstanding the foregoing, the $80 million limitation on Ordinary Course Lease Expenses in Section 8.08(f)(ii) of the LLC Agreement exceeds the historical average lease expense of
certain specified leases of both Marathon’s Business and Ashland’s Business). 
  








 Accordingly, the parties hereto hereby agree as follows: 
  
 SECTION 1. Definitions. Capitalized terms used but not defined in this
Schedule 8.14 shall have the meanings set forth in the LLC Agreement. In addition the following terms used herein have the following meanings: 
  
 “Permitted Capital Projects/Acquisitions” means one or more capital improvement projects or acquisitions, each approved by the Board of
Managers on or prior to December 31, 2004, pursuant to a vote in accordance with Section 8.07(c) of the LLC Agreement, following a vote of the Board of Managers in accordance with Section 8.07(b) of the LLC Agreement with respect to such capital
improvement projects or acquisitions in circumstances where such capital improvement project or acquisition was not approved and a majority of the Marathon Representatives voted in favor of such capital improvement or acquisition; provided
however, that each such capital improvement project or acquisition has a discounted cash flow rate of return of at least 15%, based upon such economic assumptions and methodology as are mutually acceptable to Marathon and Ashland, acting in
good faith; provided further, however, that the aggregate amount of all Capital Expenditures and Acquisition Expenditures of the Company and its subsidiaries made with respect to Permitted Capital Projects/Acquisitions shall not
exceed $300 million. 
  
 “Permitted Capital
Project/Acquisition Indebtedness” means the actual or notional amount of any Indebtedness that is designated for, and is incurred for the specific purpose of, funding a Permitted Capital Project/Acquisition. 
  
 “Permitted Intercompany Debt” mean (i) Indebtedness owed by
the Company to any of its Wholly Owned Subsidiaries, (ii) Indebtedness owed by a Wholly Owned Subsidiary of the Company to the Company and (iii) Indebtedness owed by a Wholly Owned Subsidiary of the Company to another Wholly Owned Subsidiary of the
Company. 
  
 “Special Project” means (a) a
Capital Expenditure of, or an acquisition by, the Company or any of its subsidiaries that is designated by the Board of Managers as a “Special Project” pursuant to a vote in accordance with Section 8.07(b) of the LLC Agreement or (b) any
acquisition of assets or stock resulting in the incurrence of Indebtedness in an amount of less than $15 million pursuant to Section 2(d) hereto. 
  

 2 







 “Special Project Indebtedness” means the actual or notional amount of any Indebtedness
that is designated for, and is incurred for the specific purpose of funding, a Special Project. 
  
 SECTION 2. Limitation on Incurrence of Indebted-ness. (a) The Company and its subsidiaries shall not incur any indebtedness other than: (1)
borrowings under one or more revolving credit facilities, uncommitted money market credit facilities or other comparable debt facilities (including under the Revolving Credit Agreement) to fund cash deficiencies in an amount not to exceed $500
million in the aggregate, (ii) Permitted Intercompany Debt, (iii) Permitted Capital Project/Acquisition Indebtedness, (iv) any Special Project Indebtedness and (v) the Indebtedness assumed by the Company pursuant to Section 2.3(d) of the Asset
Transfer and Contribution Agreement. 
  
 (b) The Company shall
promptly repay any amounts borrowed under clause (a)(i) above at the time of, and to the extent of any Surplus Cash. 
  
 (c) The Company and its subsidiaries shall not be permitted to incur Indebtedness under clause (a)(i) above to fund Special Projects or Permitted Capital
Projects/Acquisitions. 
  
 (d) Any Indebtedness incurred by the
Company and it s subsidiaries under clause (a)(i) above in excess of $500 million shall be approved by the Board of Managers pursuant to a vote in accordance with Section 8.07(b) of the LLC Agreement. Any Indebtedness incurred by the company and its
subsidiaries under clause (a)(ii) above shall not require approval of the Board of Managers. Any Indebtedness incurred by the company and its subsidiaries under clause (a)(iii) above shall be approved in accordance with the provisions of Section 4
hereto. Any Indebtedness incurred by the Company and its subsidiaries under clause (a)(iv) above shall be approved by the Board of Managers pursuant to a vote in accordance with Section 8.07(b) of the LLC Agreement; provided
however, that Special Indebtedness incurred in an amount less than $15 million in any transaction to purchase assets or stock that is payable to the seller on an installment basis or that is otherwise assumed as a result of an
acquisition of assets or stock shall be approved by: (a) The Board of managers pursuant to a vote in accordance with Section 8.07(c) of the LLC Agreement if the amount of the Indebtedness is more than $5 million or (b) the Senior Vice President
Finance and Commercial Services if the amount of Indebtedness in $5 million or less. Any Special Project 

  

 3 







 
Indebtedness incurred pursuant to the foregoing proviso shall be paid as promptly as in economically attractive given the terms of the Indebtedness and the
transaction documents. 
  
 (e) It is understood and agreed that
with respect to operating leases, the amount of rental or lease expense stated in Section 8.08(f)(ii) of the LLC Agreement shall be considered Ordinary Course Lease Expenses rather than off balance sheet financial leverage. 
  
 SECTION 3. Special Project Indebtedness. At the time of and in
connection with its approval of any Special Project Indebtedness, the Board of managers shall also establish and approve pursuant to a vote in accordance with Section 8.07(b) of the LLC Agreement a notional repayment schedule with respect to such
Special Project Indebtedness; provided, however, that any notional repayment schedule of such Special Project Indebtedness incurred pursuant to the proviso in Section 2(d) hereto shall be established and approved by the Board of
Managers pursuant to a vote in accordance with Section 8.07(c) of the LLC Agreement if the amount of Indebtedness is more than $5 million or by the Senior Vice President of Finance and Commercial Services if the amount of Indebtedness in $5 million
or less. 
  
 SECTION 4. Permitted Capital Project/Acquisition
Indebtedness. (a) During Fiscal Years 1998 through 20004, the Company and its subsidiaries shall be permitted to incur up to $300 million in the aggregate in Permitted Capital Project/Acquisition Indebtedness to the extent such Permitted Capital
Project/Acquisition Indebtedness is approved by the Board of Managers pursuant to a vote in accordance with Section 8.07(c) of the LLC Agreement. 
  
 (b) At the time of and in connection with is approval of any Permitted Catlettsburg Capital Project/Acquisition Indebtedness, the Board of Managers shall
also establish and approve pursuant to a cote in accordance with Section 8.07(c) of the LLC Agreement a notional repayment schedule with respect to such Permitted Capital Project/Acquisition Indebtedness which reflects the payback of the Permitted
Capital Project/Acquisition. 
  
 (c) The 20% threshold set forth
in the definition of “Permitted Catlettsburg Capital Project/Acquisition” shall be periodically adjusted to reflect changes in the cost of capital as Marathon and Ashland shall mutually agree. 
  
 (d) To the extent that there is a disagreement between Ashland and Marathon
over the economic assumptions 

  

 4 







 
or methodology to be use to determine the discounted cash flow rate of return of a Permitted Capital Project/Acquisition, such disagreement shall be resolved
pursuant to the Procedures for Dispute Resolution set forth in Exhibit B to the LLC Agreement, but with any arbitration proceeding being conducted by a sole arbitrator who is qualified industry-recognized expert in the petroleum refining business.

  
 SECTION 5. Amendments. The Company Leverage Policy set
forth herein, and any notional repayment schedule established and approved by the Board of Manager in accordance with Section 3 hereto, may be modified, altered or amended only with the approval of the Board of Manager pursuant to a vote in
accordance with Section 8.07(b) of the LLC Agreement. Notwithstanding the above, any notional repayment schedule established and approved by the Board of Managers in accordance with Section 4 hereto may be modified, altered or amended only with the
approval of the Board of Managers pursuant to a vote in accordance with Section 8.07(c) of the LLC Agreement. Any notional repayment schedule associated with Special Project Indebtedness established and approved pursuant to the proviso in Section 3
may be modified, altered or amended only with the approval of the Board of Managers pursuant to a vote in accordance with Section 8.07(c) of the LLC Agreement if the amount of Indebtedness is more than $5 million or by the Senior Vice President
Finance and Commercial Services if the amount of Indebtedness is $5 million or less. 
  

 5 







  
 Schedule 8.15

  
 Investment Guidelines 
  
 Marathon Ashland Petroleum LLC (MAP) 
 Short-Term Investment Guidelines 
  
 Policy Statement 
  
 Funds which are deemed to be surplus after meeting daily requirements shall be invested in money market instruments. Surplus funds shall always be invested with safety
of principal and liquidity foremost in mind. Yield is important but secondary to safety and liquidity considerations. 
  
 Investment Committee 
  
 The Investment Committee shall plan the general strategy for the management of the short-term investment portfolio. The Committee will discuss from time to time market
conditions and general strategy and will have the authority to change policy as deemed needed. The Committee shall be composed of the Senior Vice President, Finance and Administration; Vice President Finance and Controller; and the Treasurer. The
guidelines may be changed upon written approval of the Investment Committee with individual exceptions approved verbally by two voting members of the Committee and subsequently documented. 
  
 General Rules 
  

	1.	A maximum maturity of 60 days will be observed except for U. S. Treasury securities. 

  

	2.	MAP will generally conduct business only with money center, regional, local and foreign banks and securities dealers, brokers and financial institutions which are approved by the
Investment Committee. 

  

	3.	Accrued interest at date of purchase will be excluded from the test for compliance with the guideline limits as to individual institutions. 

  

	4.	Investments for MAP (including affiliates, subsidiaries and joint ventures) are governed by the guideline limits. 

  

	5.	Investment limits shall be construed in the aggregate and not severally. 

  

	6.	Generally securities will be purchased on a “pay versus delivery” basis Inclusive of Tri-Party agreements in the case of Repurchase Agreements. However, exceptions will
be made based upon the written approval of the Investment Committee. 

  

	7.	Moody’s Investor Service and/or Standard & Poor Corporation shall be the only recognized rating agencies. 

  

	8.	The lower rating shall be applicable on investments with split-ratings. 

  









  
 U.S. Treasury and
Agency Securities 
  
 There is no limit to the amount that may be
invested in outright purchases of U.S. Treasury Securities. Investments in securities which are the indirect obligation of the U.S. government (“Agencies”) are allowed to a limit of $25MM per Agency. 
  
 Repurchase Agreements; U.S. Treasury and Agency Securities

  
 Repurchase Agreements (Repo) shall be limited to only Primary
Government Securities Dealers (Primary Dealers) as determined from time to time by the Federal Reserve Bank of New York. Repo Transaction shall be 102% collateralized with U.S. Treasury or agency securities with MAP retaining the right to ask and
receive additional margin due to a change in the value of the underlying security. Repurchase agreements with Primary Dealers shall be limited to a maximum of $50MM per institution and a maximum maturity of sixty days. 
  
 Rating Guidelines for Financial and Non-financial Issuers

  

							
	 $Limit
 per Issuer

	 	 Minimum
 Long-term rating

	 	 Minimum
 Short-term rating

	 	 Maximum
 Maturity


	 35MM
	 	AAA - and Aaa3	 	A-1 and P-1	 	60 days
	 25MM
	 	AA - Aa3	 	A-1 and P-1	 	30 days
	 15MM
	 	A - and A3	 	A-1 and P-1	 	30 days

  
 Investments that do not meet the
rating guidelines for Issuers shall not exceed the FDIC insurance limitation unless approved by the Investment Committee. 
  
 Eligible Investment Types 
  

	 	•	Commercial Paper (CP) – This includes financial and non-financial issuers. 

  

	 	•	Certificates of Deposit (CD) – This includes domestic and foreign financial institutions. The lower rating of the parent holding company or the financial institution will
apply. 

  

	 	•	Time Deposits (TD) – This includes domestic and foreign financial institutions. The lower rating of the parent holding company or the financial institution will apply.


  

	 	•	Repurchase Agreements (Repo) – May invest in repurchase agreements that are at least 102% collateralized by instruments deemed eligible under Eligible Investment types with
other non Primary Dealers that qualify under the rating guidelines. Such Repo will be governed by the dollar and maturity limits established under the ratings guidelines. 

  








  
 MARATHON ASHLAND PETROLEUM
LLC 
 CALCULATION OF NORMAL ANNUAL CAPITAL BUDGET AMOUNT 
 ($000s) 
  
 TBD = To
Be Determined 
  
 DD&A = Depreciation, Depletion and Amortization 

 

																								
	 	  	 	  	1992

	 	 	1993

	 	 	1994

	 	 	1995

	 	 	1996

	 	 	1997

	 	 	1998

	 
	1	  	Marathon Financial DD&A (Including Loss on Retirements & EPP Amortization)	  	149,493	 	 	163,194	 	 	163,680	 	 	170,209	 	 	172,123	 	 	TBD	 	 	TBD	 
	2	  	Marathon Pro Forma DD&A for Financed Properties	  	5,857	 	 	5,505	 	 	5,505	 	 	4,026	 	 	4,026	 	 	4,026	 	 	0	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	
	 	
	
	 	
	
	 	
	

	3	  	Marathon Financial DD&A* (Line 1 + Line 2)	  	155,350	 	 	168,699	 	 	169,185	 	 	174,235	 	 	176,149	 	 	TBD	 	 	TBD	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	
	 	
	
	 	
	
	 	
	

	4	  	Ashland Financial DD&A (Including Loss on Retirements)	  	150,173	 	 	154,634	 	 	166,134	 	 	168,308	 	 	158,967	 	 	TBD	 	 	TBD	 
	5	  	Ashland Pro Forma DD&A for Financed Properties	  	432	 	 	432	 	 	2,041	 	 	5,411	 	 	10,638	 	 	16,597	 	 	0	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	
	 	
	
	 	
	
	 	
	

	6	  	Ashland Financial DD&A* (Line 4 + Line 5)	  	150,605	 	 	155,066	 	 	168,175	 	 	173,719	 	 	169,605	 	 	TBD	 	 	TBD	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	
	 	
	
	 	
	
	 	
	

	7	  	Purchase Accounting Treatment Elimination	  	0	 	 	0	 	 	0	 	 	0	 	 	0	 	 	0	 	 	TBD	 
	8	  	Adjusted DD&A (Line 3 + Line 6 + Line 7)	  	305,955	 	 	323,765	 	 	337,360	 	 	347,954	 	 	345,754	 	 	TBD	 	 	TBD	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	
	 	
	
	 	
	
	 	
	

	 	  	Step 1	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9	  	Average Annual DD&A (Prior Three-Year Average of Line 8)	  	 	 	 	 	 	 	 	 	 	322,360	 	 	336,360	 	 	343,689	 	 	TBD	 
	10	  	Percent of Average Annual DD&A	  	 	 	 	 	 	 	 	 	 	130	%	 	130	%	 	130	%	 	130	%
	 	  	 	  	 	 	 	 	 	 	 	 	 	
	
	 	
	
	 	
	
	 	
	

	11	  	Capital Expenditures - 130% of Average Annual DD&A (Line 9 X Line 10)	  	 	 	 	 	 	 	 	 	 	419,068	 	 	437,268	 	 	446,796	 	 	TBD	 
	 	  	 	  	 	 	 	 	 	 	 	 	 	
	
	 	
	
	 	
	
	 	
	

	12	  	Applicable GAAP EBITDA (Including $80MM Net Efficiencies)**	  	539,250	 	 	992,243	 	 	922,042	 	 	846,438	 	 	755,778	 	 	TBD	 	 	TBD	 
	13	  	Tax Distribution Amount***	  	(88,652	)	 	(254,022	)	 	(222,179	)	 	(189,424	)	 	(155,809	)	 	TBD	 	 	TBD	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	
	 	
	
	 	
	
	 	
	

	14	  	Adjusted EDITDA (Line 12 + Line 13)	  	450,598	 	 	738,221	 	 	699,863	 	 	657,014	 	 	599,969	 	 	TBD	 	 	TBD	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	
	 	
	
	 	
	
	 	
	

	15	  	Average Adjusted EBITDA (Prior Three-Year Average of Line 14)	  	 	 	 	 	 	 	 	 	 	629,561	 	 	698,366	 	 	652,282	 	 	TBD	 
	 	  	 	  	 	 	 	 	 	 	 	 	 	
	
	 	
	
	 	
	
	 	
	

	16	  	Average Adjust EBITDA less Capital Expenditures - 130% of Average Annual DD&A Amount (Line 15 - Line 11)	  	 	 	 	 	 	 	 	 	 	210,493	 	 	261,099	 	 	205,486	 	 	TBD	 
	17	  	Threshold of $240 Million	  	 	 	 	 	 	 	 	 	 	240,000	 	 	240,000	 	 	240,000	 	 	240,000	 
	 	  	 	  	 	 	 	 	 	 	 	 	 	
	
	 	
	
	 	
	
	 	
	

	18	  	Excess EBITDA (Line 16 less Line 17)	  	 	 	 	 	 	 	 	 	 	0	 	 	21,098	 	 	0	 	 	TBD	 
	 	  	 	  	 	 	 	 	 	 	 	 	 	
	
	 	
	
	 	
	
	 	
	

	 	  	Step 2	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19	  	Excess EBITDA (Line 18)	  	 	 	 	 	 	 	 	 	 	0	 	 	21,098	 	 	0	 	 	TBD	 
	20	  	10% of Average Annual DD&A Amount (10% X Line 9)	  	 	 	 	 	 	 	 	 	 	32,236	 	 	33,636	 	 	34,369	 	 	TBD	 
	 	  	 	  	 	 	 	 	 	 	 	 	 	
	
	 	
	
	 	
	
	 	
	

	21	  	First Incremental Amount (Lesser of Line 19 or Line 20)	  	 	 	 	 	 	 	 	 	 	0	 	 	21,098	 	 	0	 	 	TBD	 
	 	  	 	  	 	 	 	 	 	 	 	 	 	
	
	 	
	
	 	
	
	 	
	

	 	  	Step 3	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	22	  	Excess EBITDA (Line 18)	  	 	 	 	 	 	 	 	 	 	0	 	 	21,098	 	 	0	 	 	TBD	 
	23	  	First Incremental Amount (Line 21)	  	 	 	 	 	 	 	 	 	 	0	 	 	21,098	 	 	0	 	 	TBD	 
	 	  	 	  	 	 	 	 	 	 	 	 	 	
	
	 	
	
	 	
	
	 	
	

	24	  	Excess EBITDA less First Incremental Amount (Line 22 - Line 23)	  	 	 	 	 	 	 	 	 	 	0	 	 	0	 	 	0	 	 	TBD	 
	25	  	X 50%	  	 	 	 	 	 	 	 	 	 	50	%	 	50	%	 	50	%	 	50	%
	26	  	Excess EBITDA less First Incremental Amount X 50% (Line 24 X Line 25)	  	 	 	 	 	 	 	 	 	 	0	 	 	0	 	 	0	 	 	TBD	 
	 	  	 	  	 	 	 	 	 	 	 	 	 	
	
	 	
	
	 	
	
	 	
	

	27	  	Normal Annual Capital Budget Amount **** (Line 11 + Line 21 +Line 26)	  	 	 	 	 	 	 	 	 	 	419,068	 	 	458,366	 	 	446,796	 	 	TBD	 
	 	  	 	  	 	 	 	 	 	 	 	 	 	
	
	 	
	
	 	
	
	 	
	


  

	*	1992 -1997 Financial DD&A Expense for both Marathon and Ashland includes pro forma amounts associated with the Financed Properties for which the lease obligations will remain
with the Venturers. Starting in 1998 and thereafter, these items will be part of the JV’s Adjusted DD&A. Financial DD&A for Marathon will also include depreciation for the Garyville Propylene Upgrade Project. Additionally, the excess
purchase price (EPP) amortization level for 1994 & 1995 (-$3.6MM) was used in lieu of the actual 1992 level (-$29.8MM) for Marathon. 

  

	**	Applicable GAAP EBIDTA excludes applicable environmental and lease expenses to be indemnified by the Venturers. Additionally, Applicable GAAP EBITDA also excludes any non-cash
cumulative effect changes in accounting principles and lower of cost or market inventory adjustments. Turnaround expense is adjusted to represent a five-year rolling average expense profile for 1992-1997. In 1998 and thereafter, actual cash
turnaround expense will be used to determine each year’s Applicable GAAP EBITDA. 

  

	***	Assumed a 38% tax rate through 1997. In 1998 and thereafter, the actual Tax Distribution Amount applicable to the period will be utilized. 

  

	****	The Garyville Propylene Upgrade Project costs are specifically excluded from the application of the Normal Annual Capital Budget Amount. 

  








 MARATHON OIL COMPANY 
 R, M & T EBIT & EBITDA ADJUSTMENTS 
 FOR THE YEARS 1994 - ESTIMATED 1997 
 ($000s) 
  

															
	 	  	 	  	Actual
1994

	 	 	Actual
1995

	 	 	Actual
1996

	 	 	Estimated
1997

	 
	 	  	Reported EBIT	  	 	 	 	 	 	 	 	 	 	 	 
	1	  	 Refining & Marketing
	  	81,943	 	 	80,192	 	 	86,102	 	 	399,847	 
	2	  	 Marathon Brand Division
	  	10,144	 	 	12,917	 	 	12,640	 	 	16,176	 
	3	  	 Emro Marketing Company
	  	118,659	 	 	98,835	 	 	59,610	 	 	80,959	 
	4	  	 Other Transportation Subs & Affiliates
	  	(248	)	 	(64	)	 	956	 	 	(129	)
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	5	  	 Sub-Total (Excl. Pipeline Assets)
	  	210,498	 	 	191,880	 	 	159,308	 	 	496,853	 
	6	  	 Marathon Pipe Line Company
	  	64,642	 	 	82,607	 	 	78,057	 	 	70,914	 
	7	  	 Pipeline Transportation Subs & Affiliates
	  	13,293	 	 	13,871	 	 	13,064	 	 	12,872	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	8	  	 Sub-Total - Pipeline Assets
	  	77,935	 	 	96,478	 	 	91,121	 	 	83,786	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	9	  	 Total Reported EBIT
	  	288,433	 	 	288,358	 	 	250,429	 	 	580,639	 
	 	  	 EBIT Adjustments
	  	 	 	 	 	 	 	 	 	 	 	 
	 	  	 Refining & Marketing
	  	 	 	 	 	 	 	 	 	 	 	 
	10	  	 Indianapolis Idling Costs
	  	16,710	 	 	9,961	 	 	1,820	 	 	2,125	 
	11	  	 FAS 121 Not Included in Reported EBIT
	  	0	 	 	(107,503	)	 	0	 	 	0	 
	12	  	 Effect of Change in 3-2-1 Crack Spread Assumption
	  	0	 	 	0	 	 	0	 	 	(5,248	)
	13	  	 WTS/Bottom of Barrel Sensitivity
	  	0	 	 	0	 	 	0	 	 	0	 
	14	  	 Turnaround Expense - Reported in P&L
	  	41,571	 	 	2,687	 	 	24,067	 	 	52,070	 
	15	  	 Turnaround Expense - Averaging Method
	  	(34,675	)	 	(34,257	)	 	(30,183	)	 	(27,551	)
	16	  	 MPA Resignation Charge
	  	0	 	 	0	 	 	9,391	 	 	0	 
	17	  	 Environmental Expense in P& L Excluded
	  	8,807	 	 	7,751	 	 	11,218	 	 	1,290	 
	18	  	 Restructuring Costs
	  	12,117	 	 	0	 	 	0	 	 	0	 
	19	  	 Indiana Gross Income Tax
	  	(1,805	)	 	(1,827	)	 	(1,782	)	 	(1,599	)
	20	  	 Franchise Tax Expense Adjustment
	  	(2,004	)	 	(1,909	)	 	(1,166	)	 	784	 
	21	  	 Additional Unallocated Costs
	  	(5,500	)	 	(6,800	)	 	(12,700	)	 	(26,168	)
	22	  	 Capital Expenditure to Expense Reclassification
	  	0	 	 	0	 	 	0	 	 	0	 
	23	  	 Elimination of Major Asset Lease Expense
	  	3,183	 	 	3,183	 	 	3,308	 	 	3,277	 
	24	  	 Reversal of Surplus Property Sale Gains
	  	82	 	 	(4,328	)	 	(4,901	)	 	(4,752	)
	25	  	 Shared Services Adjustment
	  	25,000	 	 	25,000	 	 	0	 	 	0	 
	26	  	 Shared Services Adjustment (Charges for Core Corp. Items)
	  	(10,000	)	 	(10,000	)	 	(10,000	)	 	(10,000	)
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	27	  	 Total Refining & Marketing Adjustments
	  	53,486	 	 	(118,042	)	 	(10,928	)	 	(15,772	)
	 	  	 Brand Division
	  	 	 	 	 	 	 	 	 	 	 	 
	28	  	 Environmental Expense in P&L Excluded
	  	4,146	 	 	516	 	 	281	 	 	(707	)
	29	  	 Indiana Gross Income Tax
	  	 	 	 	 	 	 	 	 	 	(900	)
	30	  	 Additional Unallocated Costs
	  	(100	)	 	(200	)	 	(400	)	 	(1,110	)
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	31	  	 Total Brand Division
	  	4,046	 	 	316	 	 	(119	)	 	(2,717	)
	 	  	Emro Marketing Company	  	 	 	 	 	 	 	 	 	 	 	 
	32	  	 Discontinued Operations EBIT
	  	(11,409	)	 	0	 	 	0	 	 	0	 
	33	  	 Environmental Expense in P&L Excluded
	  	12,512	 	 	4,067	 	 	7,333	 	 	13,294	 
	34	  	 Additional Unallocated Costs - Reallocated Personnel
	  	(100	)	 	(100	)	 	(500	)	 	(700	)
	35	  	 Indiana Gross Income Tax
	  	(1,420	)	 	(1,440	)	 	(1,530	)	 	(1,899	)
	36	  	 Elimination of Major Asset Lease Expense
	  	5,088	 	 	5,050	 	 	4,985	 	 	4,958	 
	37	  	 Reversal of Surplus Property Sale Gains
	  	(821	)	 	(1,487	)	 	(1,508	)	 	(3,458	)
	38	  	 Total Emro Marketing Adjustments
	  	3,850	 	 	6,090	 	 	8,780	 	 	12,195	 
	 	  	Marathon Pipe Line Company	  	 	 	 	 	 	 	 	 	 	 	 
	39	  	 Restructuring Costs
	  	1,656	 	 	0	 	 	0	 	 	0	 
	40	  	 Environmental Expense in P&L Excluded
	  	550	 	 	4,720	 	 	8,700	 	 	3,926	 
	41	  	 Additional Unallocated Costs
	  	(300	)	 	(400	)	 	(1,600	)	 	(2,936	)
	42	  	 Adjustment for Non-Operating Income Exclusion, etc.
	  	954	 	 	1,126	 	 	3,364	 	 	3,035	 
	43	  	 Additional Excluded Assets (Capline System)
	  	(11,147	)	 	(20,673	)	 	(18,998	)	 	(18,162	)
	44	  	 Capline Inclusion (Adjusted for Non-Operating Income)
	  	11,559	 	 	21,113	 	 	18,108	 	 	18,109	 
	45	  	 Yates Gathering System Exclusion
	  	(2,894	)	 	(3,203	)	 	(3,567	)	 	(3,547	)
	46	  	 Reversal of Surplus Property Sale Gains
	  	(1,532	)	 	0	 	 	(520	)	 	0	 
	47	  	 Total Marathon Pipe Line Adjustments
	  	(1,154	)	 	2,683	 	 	5,487	 	 	425	 
	 	  	 Other Subs & Affiliates
	  	 	 	 	 	 	 	 	 	 	 	 
	48	  	 Other Transportation Subs & Affil. Discontinued Operations
	  	182	 	 	149	 	 	0	 	 	0	 
	49	  	 Other Transportation Subs Equity in Earning (AFIT)
	  	(162	)	 	27	 	 	207	 	 	74	 
	50	  	 Other Transportation Subs Dividends (Excluded)
	  	0	 	 	0	 	 	0	 	 	0	 
	51	  	 LOOP/LOCAP Equity in Earnings (AFIT)
	  	4,129	 	 	775	 	 	8,460	 	 	3,851	 
	52	  	 LOOP/LOCAP Dividends (Excluded)
	  	(1,503	)	 	(297	)	 	0	 	 	0	 
	53	  	 Pipeline Transportation Subs & Affil. Discontinued Operations
	  	(876	)	 	(1,150	)	 	0	 	 	0	 
	54	  	 Pipeline Dividend Companies Exclusion
	  	(10,914	)	 	(12,424	)	 	(13,064	)	 	(12,872	)
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	55	  	 Total Subs & Affiliates Adjustments
	  	(9,144	)	 	(12,920	)	 	(4,397	)	 	(8,947	)
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	56	  	 Total EBIT Adjustments
	  	51,084	 	 	(121,873	)	 	(1,177	)	 	(14,816	)
	 	  	JV GAAP EBIT	  	 	 	 	 	 	 	 	 	 	 	 
	57	  	 Refining & Marketing
	  	135,429	 	 	(37,850	)	 	75,174	 	 	384,075	 
	58	  	 Marathon Brand Division
	  	14,190	 	 	13,233	 	 	12,521	 	 	13,459	 
	59	  	 Emro Marketing Company
	  	122,509	 	 	104,925	 	 	68,390	 	 	93,154	 

  

 1 







  
 MARATHON OIL COMPANY

 R, M & T EBIT & EBITDA ADJUSTMENTS 
 FOR THE YEARS 1994 - ESTIMATED 1997 
 ($000s) 
  

															
	 	  	 	  	 Actual
 1994

	 	 	 Actual
 1995

	 	 	 Actual
 1996

	 	 	 Estimated
 1997

	 
	60	  	 Other Transportation Subs & Affiliates
	  	(228	)	 	112	 	 	1,163	 	 	(55	)
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	61	  	 Sub-Total (Excl. Pipeline Assets)
	  	271,900	 	 	80,420	 	 	157,248	 	 	490,633	 
	62	  	 Marathon Pipe Line Company
	  	63,488	 	 	85,290	 	 	83,544	 	 	71,339	 
	63	  	 Pipeline Transportation Subs & Affiliates
	  	4,129	 	 	775	 	 	8,460	 	 	3,851	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	64	  	 Sub-Total - Pipeline Assets
	  	67,617	 	 	86,065	 	 	92,004	 	 	75,190	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	65	  	 Total JV GAAP EBIT
	  	339,517	 	 	166,485	 	 	249,252	 	 	565,823	 
	 	  	 JV GAAP EBIT
	  	 	 	 	 	 	 	 	 	 	 	 
	57	  	 Refining & Marketing
	  	135,429	 	 	(37,850	)	 	75,174	 	 	384,075	 
	58	  	 Marathon Brand Division
	  	14,190	 	 	13,233	 	 	12,521	 	 	13,459	 
	59	  	 Emro Marketing Company
	  	122,509	 	 	104,925	 	 	68,390	 	 	93,154	 
	60	  	 Other Transportation Subs & Affiliates
	  	(228	)	 	112	 	 	1,163	 	 	(55	)
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	61	  	 Sub-Total (Excl. Pipeline Assets)
	  	271,900	 	 	80,420	 	 	157,248	 	 	490,633	 
	62	  	 Marathon Pipe Line Company
	  	63,488	 	 	85,290	 	 	83,544	 	 	71,339	 
	63	  	 Pipeline Transportation Subs & Affiliates
	  	4,129	 	 	775	 	 	8,460	 	 	3,851	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	64	  	 Sub-Total - Pipeline Assets
	  	67,617	 	 	86,065	 	 	92,004	 	 	75,190	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	65	  	 Total JV GAAP EBIT
	  	339,517	 	 	166,485	 	 	249,252	 	 	565,823	 
	 	  	 Net Benefit Credits
	  	 	 	 	 	 	 	 	 	 	 	 
	66	  	 R&M
	  	(16,389	)	 	(21,885	)	 	(14,812	)	 	(18,749	)
	67	  	 Brand Division
	  	0	 	 	0	 	 	(1,240	)	 	(955	)
	68	  	 Emro Marketing Company
	  	(586	)	 	(778	)	 	(634	)	 	(600	)
	69	  	 Marathon Pipe Line Company
	  	(2,044	)	 	(2,995	)	 	(3,035	)	 	(2,950	)
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	70	  	 Total Net Benefit Credits
	  	(19,019	)	 	(25,658	)	 	(19,721	)	 	(23,254	)
	 	  	 JV GAAP EBIT Excluding Net Benefit Credits
	  	 	 	 	 	 	 	 	 	 	 	 
	71	  	 Refining & Marketing
	  	119,040	 	 	(59,735	)	 	60,362	 	 	365,326	 
	72	  	 Marathon Brand Division
	  	14,190	 	 	13,233	 	 	11,281	 	 	12,504	 
	73	  	 Emro Marketing Company
	  	121,923	 	 	104,147	 	 	67,756	 	 	92,554	 
	74	  	 Other Transportation Subs & Affiliates
	  	(228	)	 	112	 	 	1,163	 	 	(55	)
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	75	  	 Sub-Total - (Excl. Pipeline Assets)
	  	254,925	 	 	57,757	 	 	140,562	 	 	470,329	 
	76	  	 Marathon Pipe Line Company
	  	61,444	 	 	82,295	 	 	80,509	 	 	68,389	 
	77	  	 Pipeline Transportation Subs & Affiliates
	  	4,129	 	 	775	 	 	8,460	 	 	3,851	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	78	  	 Sub-Total - Pipeline Assets
	  	65,573	 	 	83,070	 	 	88,969	 	 	72,240	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	79	  	 Total JV GAAP EBIT Excluding Net Benefit Credits
	  	320,498	 	 	140,827	 	 	229,531	 	 	542,569	 
	 	  	 Valuation Adjustments
	  	 	 	 	 	 	 	 	 	 	 	 
	 	  	 Refining & Marketing
	  	 	 	 	 	 	 	 	 	 	 	 
	80	  	 Environmental Recovery Adjustment
	  	370	 	 	0	 	 	1,549	 	 	0	 
	81	  	 Reversal of FAS 121 Adjustment
	  	0	 	 	107,503	 	 	0	 	 	0	 
	82	  	 In-Transit Crude Oil LIFO Adjustments Reversal
	  	22,700	 	 	13,211	 	 	34,335	 	 	(44,562	)
	83	  	 Benefits Exclusion
	  	37,855	 	 	35,230	 	 	38,623	 	 	44,390	 
	84	  	 Add’l. Benefits Exclusion Due to Dental Plan Omission &’96 Actuals
	  	804	 	 	590	 	 	581	 	 	0	 
	85	  	 Benefits Exclusion for Add’l. Unallocated Costs & Shared Svcs. Adj.
	  	(1,779	)	 	(1,832	)	 	1,833	 	 	0	 
	86	  	 Workers’ Comp. Adjustment to Benefit Exclusion
	  	(642	)	 	(876	)	 	(794	)	 	(800	)
	87	  	 In-Process Capital Expenditure EBIT
	  	0	 	 	0	 	 	0	 	 	(15,900	)
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	88	  	 Total Refining & Marketing Adjustments
	  	59,308	 	 	153,826	 	 	76,127	 	 	(16,872	)
	 	  	 Marathon Brand Division
	  	 	 	 	 	 	 	 	 	 	 	 
	89	  	 Benefits Exclusion
	  	1,551	 	 	1,431	 	 	1,576	 	 	2,166	 
	90	  	 Add’l. Benefits Exclusion Due to Dental Plan Omission &’96 Actuals
	  	33	 	 	25	 	 	24	 	 	0	 
	91	  	 Benefits Exclusion for Add’l. Unallocated Costs & Shared Svcs. Adj.
	  	0	 	 	0	 	 	22	 	 	0	 
	92	  	 Environmental Recovery Adjustment
	  	909	 	 	776	 	 	2,583	 	 	1,500	 
	93	  	 Total Marathon Brand Division Adjustments
	  	2,493	 	 	2,232	 	 	4,205	 	 	3,666	 
	 	  	 Emro Marketing
	  	 	 	 	 	 	 	 	 	 	 	 
	94	  	 Merchandise Adjustment - LIFO to FIFO
	  	5,000	 	 	5,000	 	 	5,000	 	 	5,000	 
	95	  	 Benefits Exclusion
	  	24,372	 	 	26,943	 	 	28,380	 	 	29,518	 
	96	  	 Add’l. Benefits Exclusion Due to Dental Plan Omission &’96 Actuals
	  	29	 	 	22	 	 	24	 	 	0	 
	97	  	 Benefits Exclusion for Add’l. Unallocated Costs & Shared Svcs. Adj.
	  	0	 	 	0	 	 	27	 	 	0	 
	98	  	 Workers’ Comp. Adjustment to Benefit Exclusion
	  	(4,127	)	 	(5,757	)	 	(5,266	)	 	(5,062	)
	99	  	 Environmental Recovery Adjustment
	  	4,778	 	 	3,920	 	 	8,026	 	 	4,650	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	100	  	 Total Emro Marketing
	  	30,052	 	 	30,128	 	 	36,191	 	 	34,106	 
	 	  	 Marathon Pipe Line Company
	  	 	 	 	 	 	 	 	 	 	 	 
	101	  	 Excess Purchase Price Amortization
	  	0	 	 	0	 	 	0	 	 	0	 
	102	  	 Benefits Exclusion for Add’l. Unallocated Costs & Shared Svcs. Adj.
	  	0	 	 	0	 	 	87	 	 	0	 
	103	  	 Add’l. Benefits Exclusion Due to Dental Plan Omission &’96 Actuals
	  	81	 	 	64	 	 	86	 	 	0	 

  

 2 







  
 MARATHON OIL COMPANY

 R, M & T EBIT & EBITDA ADJUSTMENTS 
 FOR THE YEARS 1994 - ESTIMATED 1997 
 ($000s) 
  

															
	 	  	 	  	Actual
1994

	 	 	Actual 
1995

	 	 	Actual
1996

	 	 	Estimated
1997

	 
	104	  	 Workers’ Comp. Adjustment to Benefit Exclusion
	  	(50	)	 	(87	)	 	(125	)	 	(113	)
	105	  	 Benefits Exclusion
	  	3,781	 	 	3,782	 	 	5,755	 	 	5,588	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	106	  	 Total Marathon Pipe Line Company Adjustments
	  	3,812	 	 	3,759	 	 	5,803	 	 	5,475	 
	107	  	 Excess Purchase Price Amortization
	  	0	 	 	0	 	 	0	 	 	0	 
	108	  	 Other Subs Equity Earnings (AFIT) Reversal
	  	162	 	 	(27	)	 	(207	)	 	(74	)
	109	  	 LOOP / LOCAP Equity Earnings (AFIT) Reversal
	  	(4,129	)	 	(775	)	 	(8,460	)	 	(3,851	)
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	110	  	 Total Valuation Adjustments
	  	91,698	 	 	189,143	 	 	113,659	 	 	22,450	 
	 	  	Valuation EBIT	  	 	 	 	 	 	 	 	 	 	 	 
	111	  	 Refining & Marketing
	  	178,348	 	 	94,091	 	 	136,489	 	 	348,454	 
	112	  	 Marathon Brand Division
	  	16,683	 	 	15,465	 	 	15,486	 	 	16,170	 
	113	  	 Emro Marketing Company
	  	151,975	 	 	134,275	 	 	103,947	 	 	126,660	 
	114	  	 Other Transportation Subs & Affiliates
	  	(66	)	 	85	 	 	956	 	 	(129	)
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	115	  	 Sub-Total (Excl. Pipeline Assets)
	  	346,940	 	 	243,916	 	 	256,878	 	 	491,155	 
	116	  	 Marathon Pipe Line Company
	  	65,256	 	 	86,054	 	 	86,312	 	 	73,864	 
	117	  	 Pipeline Transportation Subs & Affiliates
	  	0	 	 	0	 	 	0	 	 	0	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	118	  	 Sub-Total - Pipeline Assets
	  	65,256	 	 	86,054	 	 	86,312	 	 	73,864	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	119	  	 Total Valuation EBIT
	  	412,196	 	 	329,970	 	 	343,190	 	 	565,019	 
	 	  	Reported Financial DD&A Expense	  	 	 	 	 	 	 	 	 	 	 	 
	120	  	 Refining & Marketing
	  	110,000	 	 	100,337	 	 	92,012	 	 	89,016	 
	121	  	 Marathon Brand Division
	  	8,339	 	 	8,931	 	 	10,130	 	 	9,646	 
	122	  	 Emro Marketing Company
	  	51,072	 	 	59,398	 	 	61,564	 	 	66,397	 
	123	  	 Other Transportation Subs & Affiliates
	  	1,589	 	 	1,570	 	 	1,542	 	 	1,543	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	124	  	 Sub-Total (Excl. Pipeline Assets)
	  	171,000	 	 	170,235	 	 	165,248	 	 	166,602	 
	125	  	 Marathon Pipe Line Company Before Excluded Assets
	  	9,678	 	 	9,593	 	 	9,717	 	 	8,508	 
	126	  	 Eugene Island Depreciation
	  	1,045	 	 	1,046	 	 	1,049	 	 	0	 
	127	  	 South Pass / West Delta Depreciation
	  	204	 	 	197	 	 	206	 	 	0	 
	128	  	 East Cameron Depreciation
	  	154	 	 	154	 	 	154	 	 	0	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	129	  	 Marathon Pipe Line Company After Excluded Assets
	  	8,276	 	 	8,196	 	 	8,309	 	 	8,508	 
	130	  	 Pipeline Transportation Subs & Affiliates
	  	0	 	 	0	 	 	0	 	 	0	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	131	  	 Sub-Total - Pipeline Assets
	  	8,276	 	 	8,196	 	 	8,309	 	 	8,508	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	132	  	 Total Reported Financial DD&A Expense
	  	179,276	 	 	178,432	 	 	173,557	 	 	175,110	 
	 	  	Depreciation Adjustments Refining & Marketing	  	 	 	 	 	 	 	 	 	 	 	 
	133	  	 Indianapolis Refinery Depreciation
	  	(11,563	)	 	(7,614	)	 	(835	)	 	(832	)
	134	  	 In-Process Capital Expenditure Depreciation
	  	0	 	 	0	 	 	0	 	 	(1,378	)
	135	  	 Forecast Loss on Retirement Expense
	  	0	 	 	0	 	 	0	 	 	0	 
	136	  	 Excess Purchase Price Amortization
	  	0	 	 	0	 	 	0	 	 	0	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	137	  	 Total Refining & Marketing Adjustments
	  	(11,563	)	 	(7,614	)	 	(835	)	 	(2,210	)

  

 3 







  
 MARATHON OIL COMPANY

 R, M & T EBIT & EBITDA ADJUSTMENTS 
 FOR THE YEARS 1994 - ESTIMATED 1997 
 ($000s) 
  

															
	 	  	 	  	Actual
1994

	 	 	Actual 
1995

	 	 	Actual
1996

	 	 	Estimated
1997

	 
	138	  	 Brand Division Excess Purchase Price Amortization
	  	0	 	 	0	 	 	0	 	 	0	 
	 	  	 Emro Marketing Company
	  	 	 	 	 	 	 	 	 	 	 	 
	139	  	 Discontinued Operations Depreciation
	  	(3,430	)	 	0	 	 	0	 	 	0	 
	140	  	 Forecast Loss on Retirement Expense
	  	0	 	 	0	 	 	0	 	 	0	 
	141	  	 Excess Purchase Price Amortization
	  	0	 	 	0	 	 	0	 	 	0	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	142	  	 Total Emro Marketing Adjustments
	  	(3,430	)	 	0	 	 	0	 	 	0	 
	 	  	 Marathon Pipe Line Company Adjustments
	  	 	 	 	 	 	 	 	 	 	 	 
	143	  	 Excess Purchase Price Amort.
	  	0	 	 	0	 	 	0	 	 	0	 
	144	  	 Excluded Assets Depreciation (Capline System)
	  	(832	)	 	(837	)	 	(841	)	 	(847	)
	145	  	 Capline Inclusion
	  	832	 	 	837	 	 	841	 	 	847	 
	146	  	 Yates Gathering System Exclusion
	  	(594	)	 	(607	)	 	(599	)	 	(633	)
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	147	  	 Total Marathon Pipe Line Adjustments
	  	(594	)	 	(607	)	 	(599	)	 	(633	)
	 	  	 Other Subs & Affiliates
	  	 	 	 	 	 	 	 	 	 	 	 
	148	  	 Discontinued Operations Depreciation
	  	(9	)	 	(2	)	 	0	 	 	0	 
	149	  	 Excess Purchase Price Amortization
	  	0	 	 	0	 	 	0	 	 	0	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	150	  	 Total Subs & Affiliates Adjustments
	  	(9	)	 	(2	)	 	0	 	 	0	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	151	  	 Total Adjustments
	  	(15,596	)	 	(8,223	)	 	(1,434	)	 	(2,843	)
	 	  	Adjusted Financial DD&A Expense	  	 	 	 	 	 	 	 	 	 	 	 
	152	  	 Refining & Marketing
	  	98,437	 	 	92,723	 	 	91,177	 	 	86,806	 
	153	  	 Marathon Brand Division
	  	8,339	 	 	8,931	 	 	10,130	 	 	9,646	 
	154	  	 Emro Marketing Company
	  	47,642	 	 	59,398	 	 	61,564	 	 	66,397	 
	155	  	 Other Transportation Subs & Affiliates
	  	1,580	 	 	1,568	 	 	1,542	 	 	1,543	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	156	  	 Sub-Total (Excl. Pipeline Assets)
	  	155,998	 	 	162,619	 	 	164,413	 	 	164,392	 
	157	  	 Marathon Pipe Line Company
	  	7,682	 	 	7,589	 	 	7,710	 	 	7,875	 
	158	  	 Pipeline Transportation Subs & Affiliates
	  	0	 	 	0	 	 	0	 	 	0	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	159	  	 Sub-Total - Pipeline Assets
	  	7,682	 	 	7,589	 	 	7,710	 	 	7,875	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	160	  	 Total Adjusted Financial DD&A Expense
	  	163,680	 	 	170,209	 	 	172,123	 	 	172,267	 
	 	  	JV GAAP EBITDA	  	 	 	 	 	 	 	 	 	 	 	 
	161	  	 Refining & Marketing
	  	233,866	 	 	162,376	 	 	166,351	 	 	472,259	 
	162	  	 Marathon Brand Division
	  	22,529	 	 	22,164	 	 	22,651	 	 	23,105	 
	163	  	 Emro Marketing Company
	  	170,151	 	 	164,323	 	 	129,954	 	 	159,551	 
	164	  	 Other Transportation Subs & Affiliates
	  	1,352	 	 	1,680	 	 	2,705	 	 	1,488	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	165	  	 Sub-Total (Excl. Pipeline Assets)
	  	427,898	 	 	350,542	 	 	321,661	 	 	656,403	 
	166	  	 Marathon Pipe Line Company
	  	71,170	 	 	92,879	 	 	91,254	 	 	79,214	 
	167	  	 Pipeline Transportation Subs & Affiliates
	  	4,129	 	 	775	 	 	8,460	 	 	3,851	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	168	  	 Sub-Total - Pipeline Assets
	  	75,299	 	 	93,654	 	 	99,714	 	 	83,065	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	169	  	 Total JV GAAP EBITDA
	  	503,197	 	 	444,197	 	 	421,375	 	 	739,468	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	


  

 4 







  
 MARATHON OIL COMPANY

 R, M & T EBIT & EBITDA ADJUSTMENTS 
 FOR THE YEARS 1994 - ESTIMATED 1997 
 ($000s) 
  

											
	 	  	 	  	Actual
1994

	  	Actual 
1995

	  	Actual
1996

	  	Estimated
1997


	 	  	Valuation EBITDA	  	 	  	 	  	 	  	 
	170	  	 Refining & Marketing
	  	276,785	  	186,814	  	227,666	  	435,260
	171	  	 Marathon Brand Division
	  	25,022	  	24,396	  	25,616	  	25,816
	172	  	 Emro Marketing Company
	  	199,617	  	193,673	  	165,511	  	193,057
	173	  	 Other Transportation Subs & Affiliates
	  	1,514	  	1,653	  	2,498	  	1,414
	 	  	 	  	
	  	
	  	
	  	

	174	  	 Sub-Total (Excl. Pipeline Assets)
	  	502,938	  	406,535	  	421,291	  	655,547
	175	  	 Marathon Pipe Line Company
	  	72,938	  	93,643	  	94,022	  	81,739
	176	  	 Pipeline Transportation Subs & Affiliates
	  	0	  	0	  	0	  	0
	 	  	 	  	
	  	
	  	
	  	

	177	  	 Sub-Total - Pipeline Assets
	  	72,938	  	93,643	  	94,022	  	81,739
	 	  	 	  	
	  	
	  	
	  	

	178	  	 Total Valuation EBITDA
	  	575,876	  	500,179	  	515,313	  	737,286

  

	Note: 	JV GAAP EBITDA is calculated by adding JV GAAP EBIT, Reported Financial DD&A & Depreciation Adjustments (Plus FAS 121). 

  

	  	In-process capital expenditure depreciation is not removed however since the earnings are in JV GAAP EBIT. 

  

 5 







  
 ASHLAND PETROLEUM COMPANY

 EBIT & EBITDA ADJUSTMENTS 
 EXCLUDING VALVOLINE 
 FOR THE YEARS 1994 - ESTIMATED 1997 
 ($000s) 
  

															
	 	  	 	  	Actual
1994

	 	 	Actual
1995

	 	 	Actual
1996

	 	 	Estimated
1997

	 
	 	  	 Reported EBIT
	  	 	 	 	 	 	 	 	 	 	 	 
	1	  	 Refining & Marketing
	  	45,362	 	 	(83,243	)	 	(1,169	)	 	116,408	 
	2	  	 Scurlock Permian
	  	15,403	 	 	15,477	 	 	11,837	 	 	5,133	 
	3	  	 Ashland Brand Division
	  	0	 	 	1,190	 	 	(8,562	)	 	(8,272	)
	4	  	 SuperAmerica Group
	  	55,886	 	 	45,931	 	 	28,182	 	 	61,419	 
	5	  	 Other Transportation Subs & Affiliates
	  	0	 	 	0	 	 	0	 	 	0	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	6	  	 Sub-Total (Excl. Pipeline Assets)
	  	116,651	 	 	(20,645	)	 	30,288	 	 	174,688	 
	7	  	 Ashland Pipeline Company
	  	33,682	 	 	55,562	 	 	54,362	 	 	57,368	 
	8	  	 Pipeline Transportation Subs & Affiliates
	  	(4,494	)	 	(1,592	)	 	1,261	 	 	1,909	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	9	  	 Sub-Total - Pipeline Assets
	  	29,188	 	 	53,970	 	 	55,623	 	 	59,277	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	10	  	 Total Reported EBIT
	  	145,839	 	 	33,325	 	 	85,911	 	 	233,965	 
	 	  	 EBIT Adjustments
	  	 	 	 	 	 	 	 	 	 	 	 
	 	  	 Refining & Marketing
	  	 	 	 	 	 	 	 	 	 	 	 
	11	  	 Unusual Items
	  	0	 	 	34,586	 	 	(8,659	)	 	(6,697	)
	12	  	 FAS 121 Adjustment
	  	0	 	 	0	 	 	0	 	 	0	 
	13	  	 Bulk Lube Oils Sales Commission
	  	2,309	 	 	2,472	 	 	2,159	 	 	1,412	 
	14	  	 Retail Transfer Price Adjustment
	  	8,170	 	 	7,566	 	 	7,971	 	 	22,882	 
	15	  	 Additional Retail Transfer Price Adjustment
	  	8,935	 	 	5,819	 	 	2,580	 	 	0	 
	16	  	 Impact of 3-2-1 Crack Spread Changes
	  	0	 	 	0	 	 	0	 	 	0	 
	17	  	 Asphalt Price Assumption Change
	  	0	 	 	0	 	 	0	 	 	0	 
	18	  	 No. 6 Oil Price Assumption Change
	  	0	 	 	0	 	 	0	 	 	0	 
	19	  	 Amortized Turnaround
	  	42,795	 	 	30,885	 	 	35,730	 	 	33,120	 
	20	  	 Turnaround Expenses - Averaging Method
	  	(27,171	)	 	(24,385	)	 	(25,395	)	 	(34,676	)
	21	  	 Environmental Expenses in P&L Excluded
	  	1,776	 	 	1,915	 	 	4,240	 	 	11,695	 
	22	  	 Incurred-But-Not-Reported Claims Adjustment
	  	3,996	 	 	1,236	 	 	194	 	 	(4,695	)
	23	  	 In-Transit Crude Oil LIFO Adjustment Estimate
	  	0	 	 	(6,506	)	 	(16,752	)	 	18,945	 
	24	  	 Unallocated General Administrative Costs
	  	(3,000	)	 	(3,000	)	 	(3,000	)	 	(2,000	)
	25	  	 Capital Expenditure to Expense Reclassification
	  	0	 	 	0	 	 	0	 	 	0	 
	26	  	 Elimination of Major Asset Lease Expense
	  	586	 	 	880	 	 	1,681	 	 	3,612	 
	27	  	 Reversal of Surplus Property Sale Gain
	  	(61	)	 	(88	)	 	39	 	 	52	 
	28	  	 Discontinued Operations EBIT
	  	43	 	 	3,022	 	 	3,518	 	 	63	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	29	  	 Total Refining & Marketing Adjustments
	  	38,378	 	 	54,402	 	 	4,306	 	 	43,713	 
	 	  	 Scurlock Permian Unusual Items EBIT
	  	 	 	 	 	 	 	 	 	 	 	 
	30	  	 Unusual Items
	  	0	 	 	0	 	 	0	 	 	1,794	 
	31	  	 Reversal of Surplus Property Sale Gain
	  	(339	)	 	(47	)	 	(234	)	 	0	 
	32	  	 Equity Earnings Adjustments
	  	0	 	 	0	 	 	0	 	 	0	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	33	  	 Total Scurlock Permian Adjustments
	  	(339	)	 	(47	)	 	(234	)	 	1,794	 
	 	  	 Ashland Brand
	  	 	 	 	 	 	 	 	 	 	 	 
	34	  	 Reversal of Surplus Property Sale Gain
	  	(56	)	 	1,931	 	 	5	 	 	0	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	35	  	 Total Ashland Brand Adjustments
	  	(56	)	 	1,931	 	 	5	 	 	0	 
	 	  	 SuperAmerica Group
	  	 	 	 	 	 	 	 	 	 	 	 
	36	  	 Equity Earnings Adjustments
	  	0	 	 	0	 	 	0	 	 	0	 
	37	  	 Unallocated General Administrative Costs
	  	(1,000	)	 	(1,000	)	 	(1,000	)	 	(1,000	)
	38	  	 Retail Transfer Price Adjustment
	  	(8,170	)	 	(7,566	)	 	(7,971	)	 	(22,882	)
	39	  	 Additional Retail Transfer Price Adjustment
	  	(8,935	)	 	(5,819	)	 	(2,580	)	 	0	 
	40	  	 Liquid Products Margin Equalization
	  	0	 	 	0	 	 	0	 	 	0	 
	41	  	 Environmental Expense in P&L Excluded
	  	5,689	 	 	3,730	 	 	3,074	 	 	4,077	 
	42	  	 Reversal of Surplus Property Sale Gain
	  	51	 	 	(53	)	 	117	 	 	(186	)
	43	  	 Elimination of Major Asset Lease Expense
	  	7,081	 	 	11,186	 	 	17,480	 	 	23,493	 
	44	  	 Incurred-But-Not-Reported Claims Adjustment
	  	676	 	 	(636	)	 	(35	)	 	508	 
	45	  	 Estimated Retail Merchandise LIFO Adjustment
	  	(2,388	)	 	(2,694	)	 	(2,500	)	 	(2,500	)
	46	  	 Unusual Items
	  	0	 	 	0	 	 	(1,316	)	 	1,632	 
	47	  	 Discontinued Operations EBIT
	  	0	 	 	0	 	 	0	 	 	0	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	48	  	 Total SuperAmerica Group Adjustments
	  	(6,996	)	 	(2,852	)	 	5,269	 	 	3,142	 
	 	  	 Ashland Pipeline
	  	 	 	 	 	 	 	 	 	 	 	 
	49	  	 Unusual Items
	  	0	 	 	0	 	 	0	 	 	0	 
	50	  	 Reversal of Surplus Property Sale Gain
	  	(190	)	 	(755	)	 	179	 	 	(900	)
	51	  	 Equity Earnings Adjustments
	  	0	 	 	0	 	 	0	 	 	0	 
	52	  	 Equity Affiliate Dividends (Not Included)
	  	0	 	 	0	 	 	0	 	 	0	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	53	  	 Total Ashland Pipeline Adjustments
	  	(190	)	 	(755	)	 	179	 	 	(900	)
	 	  	 Pipeline Transportation Subs & Affiliates
	  	 	 	 	 	 	 	 	 	 	 	 
	54	  	 Unusual Items
	  	(3,925	)	 	0	 	 	0	 	 	0	 
	55	  	 Discontinued Operations EBIT
	  	0	 	 	0	 	 	0	 	 	0	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	56	  	 Total Pipeline Transportation Subs & Affiliates
	  	(3,925	)	 	0	 	 	0	 	 	0	 
	57	  	 Total EBIT Adjustments
	  	26,872	 	 	52,679	 	 	9,525	 	 	47,749	 
	 	  	 JV GAAP EBIT
	  	 	 	 	 	 	 	 	 	 	 	 
	58	  	 Refining & Marketing
	  	83,740	 	 	(28,841	)	 	3,137	 	 	160,121	 
	59	  	 Scurlock Permian
	  	15,064	 	 	15,430	 	 	11,603	 	 	6,927	 

  

 1 







  
 ASHLAND PETROLEUM COMPANY

 EBIT & EBITDA ADJUSTMENTS 
 EXCLUDING VALVOLINE 
 FOR THE YEARS 1994 - ESTIMATED 1997 
 ($000s) 
  

															
	 	  	 	  	Actual
1994

	 	 	Actual
1995

	 	 	Actual
1996

	 	 	Estimated
1997

	 
	60	  	 Ashland Brand Division
	  	(56	)	 	3,121	 	 	(8,557	)	 	(8,272	)
	61	  	 SuperAmerica Group
	  	48,890	 	 	43,079	 	 	33,451	 	 	64,561	 
	62	  	 Other Transportation Subs & Affiliates
	  	0	 	 	0	 	 	0	 	 	0	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	63	  	 Sub-Total (Excl. Pipeline Assets)
	  	147,638	 	 	32,789	 	 	39,634	 	 	223,337	 
	64	  	 Ashland Pipeline Company
	  	33,492	 	 	54,807	 	 	54,541	 	 	56,468	 
	65	  	 Pipeline Transportation Subs & Affiliates
	  	(8,419	)	 	(1,592	)	 	1,261	 	 	1,909	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	66	  	 Sub-Total - Pipeline Assets
	  	25,073	 	 	53,215	 	 	55,802	 	 	58,377	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	67	  	 Total JV GAAP EBIT
	  	172,711	 	 	86,004	 	 	95,436	 	 	281,714	 
	 	  	 JV GAAP EBIT
	  	 	 	 	 	 	 	 	 	 	 	 
	58	  	 Refining & Marketing
	  	83,740	 	 	(28,841	)	 	3,137	 	 	160,121	 
	59	  	 Scurlock Permian
	  	15,064	 	 	15,430	 	 	11,603	 	 	6,927	 
	60	  	 Ashland Brand Division
	  	(56	)	 	3,121	 	 	(8,557	)	 	(8,272	)
	61	  	 SuperAmerica Group
	  	48,890	 	 	43,079	 	 	33,451	 	 	64,561	 
	62	  	 Other Transportation Subs & Affiliates
	  	0	 	 	0	 	 	0	 	 	0	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	63	  	 Sub-Total (Excl. Pipeline Assets)
	  	147,638	 	 	32,789	 	 	39,634	 	 	223,337	 
	64	  	 Ashland Pipeline Company
	  	33,492	 	 	54,807	 	 	54,541	 	 	56,468	 
	65	  	 Pipeline Transportation Subs & Affiliates
	  	(8,419	)	 	(1,592	)	 	1,261	 	 	1,909	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	66	  	 Sub-Total - Pipeline Assets
	  	25,073	 	 	53,215	 	 	55,802	 	 	58,377	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	67	  	 Total JV GAAP EBIT
	  	172,711	 	 	86,004	 	 	95,436	 	 	281,714	 
	 	  	 Valuation Adjustments
	  	 	 	 	 	 	 	 	 	 	 	 
	 	  	 Refining & Marketing
	  	 	 	 	 	 	 	 	 	 	 	 
	68	  	 In-Transit Crude Oil LIFO Adjustment Reversal
	  	0	 	 	6,506	 	 	16,752	 	 	(18,945	)
	69	  	 In-Process Capital EBIT
	  	0	 	 	0	 	 	0	 	 	0	 
	70	  	 FAS 121 Reversal
	  	0	 	 	67,929	 	 	0	 	 	0	 
	71	  	 Benefit Plan Exclusion
	  	20,299	 	 	19,023	 	 	18,950	 	 	21,224	 
	72	  	 Workers’ Comp. Adjustment to Benefit Exclusion
	  	(1,644	)	 	1,483	 	 	(426	)	 	39	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	73	  	 Total Refining & Marketing Adjustments
	  	18,655	 	 	94,941	 	 	35,276	 	 	2,318	 
	 	  	 Scurlock Permian
	  	 	 	 	 	 	 	 	 	 	 	 
	74	  	 Scurlock Permian Benefit Plan Exclusion
	  	6,541	 	 	6,218	 	 	6,194	 	 	6,955	 
	75	  	 Scurlock Equity Earnings Exclusion
	  	(409	)	 	(129	)	 	(82	)	 	(100	)
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	76	  	 Total Scurlock Permian Adjustments
	  	6,132	 	 	6,089	 	 	6,112	 	 	6,855	 
	 	  	 Ashland Brand
	  	 	 	 	 	 	 	 	 	 	 	 
	77	  	 Ashland Brand Benefit Plan Exclusion
	  	0	 	 	275	 	 	274	 	 	298	 
	78	  	 Environmental Recovery Adjustment
	  	0	 	 	411	 	 	936	 	 	449	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	79	  	 Total Ashland Brand Adjustments
	  	0	 	 	686	 	 	1,210	 	 	747	 
	 	  	 SuperAmerica Group
	  	 	 	 	 	 	 	 	 	 	 	 
	80	  	 Benefit Plan Exclusion
	  	9,219	 	 	9,460	 	 	9,413	 	 	10,040	 
	81	  	 Workers’ Comp. Adjustment to Benefit Exclusion
	  	(1,079	)	 	1,272	 	 	(221	)	 	(57	)
	82	  	 Equity Earnings Exclusion
	  	(814	)	 	0	 	 	0	 	 	0	 
	83	  	 Environmental Recovery Adjustment
	  	2,207	 	 	4,617	 	 	6,042	 	 	4,450	 
	84	  	 Estimated Retail Merch. LIFO Adj. Reversal
	  	2,388	 	 	2,694	 	 	2,500	 	 	2,500	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	85	  	 Total SuperAmerica Group Adjustments
	  	11,921	 	 	18,043	 	 	17,734	 	 	16,933	 
	 	  	 Ashland Pipeline
	  	 	 	 	 	 	 	 	 	 	 	 
	86	  	 Pipeline Benefit Plan Exclusion
	  	841	 	 	800	 	 	797	 	 	939	 
	87	  	 Pipeline Equity Earnings Exclusion
	  	(4,668	)	 	(4,119	)	 	(4,314	)	 	(4,063	)
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	88	  	 Total Pipeline Adjustments
	  	(3,827	)	 	(3,319	)	 	(3,517	)	 	(3,124	)
	89	  	 Other Subs & Affil. Benefit Plan Expense Elimination
	  	362	 	 	344	 	 	342	 	 	424	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	90	  	 Total Valuation Adjustments
	  	33,243	 	 	116,373	 	 	56,221	 	 	23,704	 
	 	  	 Valuation EBIT
	  	 	 	 	 	 	 	 	 	 	 	 
	91	  	 Refining & Marketing
	  	102,395	 	 	66,100	 	 	38,413	 	 	162,439	 
	92	  	 Scurlock Permian
	  	21,196	 	 	21,519	 	 	17,715	 	 	13,782	 
	93	  	 Ashland Brand Division
	  	(56	)	 	3,807	 	 	(7,347	)	 	(7,525	)
	94	  	 SuperAmerica Group
	  	60,811	 	 	61,122	 	 	51,185	 	 	81,494	 
	95	  	 Other Transportation Subs & Affiliates
	  	0	 	 	0	 	 	0	 	 	0	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	96	  	 Sub-Total (Excl. Pipeline Assets)
	  	184,346	 	 	152,548	 	 	99,966	 	 	250,190	 
	97	  	 Ashland Pipeline Company
	  	29,665	 	 	51,488	 	 	51,024	 	 	53,344	 
	98	  	 Pipeline Transportation Subs & Affiliates
	  	(8,057	)	 	(1,248	)	 	1,603	 	 	2,333	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	99	  	 Sub-Total - Pipeline Assets
	  	21,608	 	 	50,240	 	 	52,627	 	 	55,677	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	100	  	 Total Valuation EBIT
	  	205,954	 	 	202,788	 	 	152,593	 	 	305,867	 
	 	  	 Reported Financial DD&A Expense
	  	 	 	 	 	 	 	 	 	 	 	 
	101	  	 Refining & Marketing
	  	108,726	 	 	106,278	 	 	96,763	 	 	100,215	 
	102	  	 Scurlock Permian
	  	19,736	 	 	18,172	 	 	16,062	 	 	16,364	 
	103	  	 Ashland Brand Division
	  	0	 	 	49	 	 	2,532	 	 	2,856	 

  

 2 







  
 ASHLAND PETROLEUM COMPANY

 EBIT & EBITDA ADJUSTMENTS 
 EXCLUDING VALVOLINE 
 FOR THE YEARS 1994 - ESTIMATED 1997 
 ($000s) 
  

														
	 	  	 	  	Actual
1994

	 	 	Actual
1995

	  	Actual
1996

	 	 	Estimated
1997

	 
	104	  	 SuperAmerica Group
	  	27,316	 	 	29,940	  	31,492	 	 	35,760	 
	105	  	 Other Transportation Subs & Affiliates
	  	0	 	 	0	  	0	 	 	0	 
	 	  	 	  	
	
	 	
	  	
	
	 	
	

	106	  	 Sub-Total (Excl. Pipeline Assets)
	  	155,778	 	 	154,439	  	146,849	 	 	155,195	 
	107	  	 Ashland Pipeline Company
	  	6,983	 	 	7,226	  	7,146	 	 	6,612	 
	108	  	 Pipeline Transportation Subs & Affiliates
	  	202	 	 	364	  	142	 	 	138	 
	 	  	 	  	
	
	 	
	  	
	
	 	
	

	109	  	 Sub-Total - Pipeline Assets
	  	7,185	 	 	7,590	  	7,288	 	 	6,750	 
	 	  	 	  	
	
	 	
	  	
	
	 	
	

	110	  	 Total Reported Financial DD&A Expense
	  	162,963	 	 	162,029	  	154,137	 	 	161,945	 
	 	  	 Adjustments
	  	 	 	 	 	  	 	 	 	 	 
	 	  	 Refining & Marketing
	  	 	 	 	 	  	 	 	 	 	 
	111	  	 Discontinued Operations DD&A
	  	0	 	 	0	  	0	 	 	0	 
	112	  	 Loss on Asset Retirements
	  	1,296	 	 	3,646	  	3,387	 	 	497	 
	113	  	 In-Process Capital Depreciation
	  	0	 	 	0	  	0	 	 	0	 
	 	  	 	  	
	
	 	
	  	
	
	 	
	

	114	  	 Total Refining & Marketing Adjustments
	  	1,296	 	 	3,646	  	3,387	 	 	497	 
	115	  	 Scurlock Permian Loss on Retirements
	  	75	 	 	65	  	88	 	 	0	 
	116	  	 Ashland Brand Loss on Retirements
	  	49	 	 	67	  	(1	)	 	28	 
	 	  	 SuperAmerica Group
	  	 	 	 	 	  	 	 	 	 	 
	117	  	 Discontinued Operations DD&A
	  	0	 	 	0	  	0	 	 	0	 
	118	  	 Loss on Asset Retirements
	  	1,727	 	 	2,224	  	1,347	 	 	484	 
	 	  	 	  	
	
	 	
	  	
	
	 	
	

	119	  	 Total SuperAmerica Adjustments
	  	1,727	 	 	2,224	  	1,347	 	 	484	 
	120	  	 Ashland Pipeline Loss on Retirements
	  	24	 	 	277	  	9	 	 	41	 
	 	  	 	  	
	
	 	
	  	
	
	 	
	

	121	  	 Total DD&A Adjustments
	  	3,171	 	 	6,279	  	4,830	 	 	1,050	 
	 	  	 Adjusted Financial DD&A Expense
	  	 	 	 	 	  	 	 	 	 	 
	122	  	 Refining & Marketing
	  	110,022	 	 	109,924	  	100,150	 	 	100,712	 
	123	  	 Scurlock Permian
	  	19,811	 	 	18,237	  	16,150	 	 	16,364	 
	124	  	 Ashland Brand Division
	  	49	 	 	116	  	2,531	 	 	2,884	 
	125	  	 SuperAmerica Group
	  	29,043	 	 	32,164	  	32,839	 	 	36,244	 
	126	  	 Other Transportation Subs & Affiliates
	  	0	 	 	0	  	0	 	 	0	 
	 	  	 	  	
	
	 	
	  	
	
	 	
	

	127	  	 Sub-Total (Excl. Pipeline Assets)
	  	158,925	 	 	160,441	  	151,670	 	 	156,204	 
	128	  	 Ashland Pipeline Company
	  	7,007	 	 	7,503	  	7,155	 	 	6,653	 
	129	  	 Pipeline Transportation Subs & Affiliates
	  	202	 	 	364	  	142	 	 	138	 
	 	  	 	  	
	
	 	
	  	
	
	 	
	

	130	  	 Sub-Total - Pipeline Assets
	  	7,209	 	 	7,867	  	7,297	 	 	6,791	 
	 	  	 	  	
	
	 	
	  	
	
	 	
	

	131	  	 Total Financial DD&A Expense
	  	166,134	 	 	168,308	  	158,967	 	 	162,995	 
	 	  	 	  	
	
	 	
	  	
	
	 	
	

	 	  	 JV GAAP EBITDA
	  	 	 	 	 	  	 	 	 	 	 
	132	  	 Refining & Marketing
	  	193,762	 	 	149,012	  	103,287	 	 	260,833	 
	133	  	 Scurlock Permian
	  	34,875	 	 	33,667	  	27,753	 	 	23,291	 
	134	  	 Ashland Brand Division
	  	(7	)	 	3,237	  	(6,026	)	 	(5,388	)

  

 3 







  
 ASHLAND PETROLEUM COMPANY

 EBIT & EBITDA ADJUSTMENTS 
 EXCLUDING VALVOLINE 
 FOR THE YEARS 1994 - ESTIMATED 1997 
 ($000s) 
  

															
	 	  	 	  	Actual
1994

	 	 	Actual
1995

	 	 	Actual
1996

	 	 	Estimated
1997

	 
	135	  	 SuperAmerica Group
	  	77,933	 	 	75,243	 	 	66,290	 	 	100,805	 
	136	  	 Other Transportation Subs & Affiliates
	  	0	 	 	0	 	 	0	 	 	0	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	137	  	 Sub-Total (Excl. Pipeline Assets)
	  	306,563	 	 	261,159	 	 	191,304	 	 	379,541	 
	138	  	 Ashland Pipeline Company
	  	40,499	 	 	62,310	 	 	61,696	 	 	63,121	 
	139	  	 Pipeline Transportation Subs & Affiliates
	  	(8,217	)	 	(1,228	)	 	1,403	 	 	2,047	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	140	  	 Sub-Total - Pipeline Assets
	  	32,282	 	 	61,082	 	 	63,099	 	 	65,168	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	141	  	 Total JV GAAP EBITDA
	  	338,845	 	 	322,241	 	 	254,403	 	 	444,709	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	 	  	 Valuation EBITDA
	  	 	 	 	 	 	 	 	 	 	 	 
	142	  	 Refining & Marketing
	  	212,417	 	 	176,024	 	 	138,563	 	 	263,151	 
	143	  	 Scurlock Permian
	  	41,007	 	 	39,756	 	 	33,865	 	 	30,146	 
	144	  	 Ashland Brand Division
	  	(7	)	 	3,923	 	 	(4,816	)	 	(4,641	)
	145	  	 SuperAmerica Group
	  	89,854	 	 	93,286	 	 	84,024	 	 	117,738	 
	146	  	 Other Transportation Subs & Affiliates
	  	0	 	 	0	 	 	0	 	 	0	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	147	  	 Sub-Total (Excl. Pipeline Assets)
	  	343,271	 	 	312,989	 	 	251,636	 	 	406,394	 
	148	  	 Ashland Pipeline Company
	  	36,672	 	 	58,991	 	 	58,179	 	 	59,997	 
	149	  	 Pipeline Transportation Subs & Affiliates
	  	(7,855	)	 	(884	)	 	1,745	 	 	2,471	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	150	  	 Sub-Total - Pipeline Assets
	  	28,817	 	 	58,107	 	 	59,924	 	 	62,468	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	

	151	  	 Total Valuation EBITDA
	  	372,088	 	 	371,096	 	 	311,560	 	 	468,862	 
	 	  	 	  	
	
	 	
	
	 	
	
	 	
	


  

	Note: 	JV GAAP EBITDA is calculated by adding JV GAAP EBIT, Reported Financial DD&A and Depreciation Adjustments (Plus FAS 121). 

  
 In-process capital expenditure depreciation is not removed since the earnings
are in JV GAAP EBIT. 
  

 4 







  
 LLC Agreement

  
 Schedule C 
  
 Initial Executive Officers 
  

			
	 President
	  	J. L. Frank
		
	 Executive Vice President
	  	D. D. Gilliam
		
	 Senior Vice President, Refining
	  	M. Spindler
		
	 Senior Vice President, Marketing
	  	R. E. White
		
	 Senior Vice President, Supply & Transportation
	  	K. M. Henning
		
	 Senior Vice President, Finance & Commercial Services
	  	G. L. Peiffer
		
	 General Counsel
	  	J. M. Wilder
		
	 President, Speedway Super/America LLC
	  	R. N. Yammine
		
	 Vice President, Speedway SuperAmerica LLC
	  	J. F. Pettus