Asset Purchase Agreement – Murphy Oil Corp. and Calumet Specialty Products Partners, L.P.

ASSET PURCHASE AGREEMENT

dated as of

July 25, 2011

between

CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.

and

MURPHY OIL CORPORATION

TABLE OF CONTENTS


		PAGE

	ARTICLE 1
	DEFINITIONS
Section 1.01.	Definitions		1
Section 1.02.	Other Definitional and Interpretative Provisions		14

	ARTICLE 2
	PURCHASE AND SALE

Section 2.01.	Purchase and Sale		15
Section 2.02.	Excluded Assets		17
Section 2.03.	Assumed Liabilities		20
Section 2.04.	Excluded Liabilities		20
Section 2.05.	Non-assignability of Purchased Assets		21
Section 2.06.	Purchase Price; Allocation of Purchase Price		23
Section 2.07.	Closing		24
Section 2.08.	Hydrocarbon Inventory and Adjustment		25
Section 2.09.	Adjustments for Pro-Rated Expenses		27
Section 2.10.	Adjustments For Certain Capital Expenditures		29
Section 2.11.	Dispute Resolution		30

	ARTICLE 3
	REPRESENTATIONS AND WARRANTIES OF SELLER

Section 3.01.	Corporate Existence and Power		31
Section 3.02.	Corporate Authorization		31
Section 3.03.	Governmental Authorization		31
Section 3.04.	Noncontravention		31
Section 3.05.	Financial Statements		32
Section 3.06.	Absence of Certain Changes		32
Section 3.07.	Material Contracts		32
Section 3.08.	Litigation		34
Section 3.09.	Compliance with Laws and Court Orders		34
Section 3.10.	Properties		34
Section 3.11.	Intellectual Property		37
Section 3.12.	Insurance Coverage		38
Section 3.13.	Finders153 Fees		38
Section 3.14.	Employees; Labor Issues		38
Section 3.15.	Employee Benefit Plans		40
Section 3.16.	Environmental Compliance		42
Section 3.17.	Permits		43
Section 3.18.	Tax Matters		43
Section 3.19.	Suppliers		44
Section 3.20.	Customers		44



	ARTICLE 4
	REPRESENTATIONS AND WARRANTIES OF BUYER

Section 4.01.	Corporate Existence and Power	44
Section 4.02.	Corporate Authorization	45
Section 4.03.	Governmental Authorization	45
Section 4.04.	Noncontravention	45
Section 4.05.	Financing	45
Section 4.06.	Litigation	45
Section 4.07.	Finders153 Fees	46
Section 4.08.	Inspections; No Other Representations	46

	ARTICLE 5
	COVENANTS OF SELLER

Section 5.01.	Conduct of the Business	46
Section 5.02.	Access	48
Section 5.03.	Notices of Certain Events	49

	ARTICLE 6
	COVENANTS OF BUYER

Section 6.01.	Access	50
Section 6.02.	Release and Replacement of Bonds and Guaranties	50
Section 6.03.	Removal of Seller153s Name	50
Section 6.04.	Notices of Certain Events	51

	ARTICLE 7
	COVENANTS OF BUYER AND SELLER

Section 7.01.	Best Efforts; Further Assurance	51
Section 7.02.	Public Announcements	53
Section 7.03.	WARN Act	53
Section 7.04.	Post-Closing Payments or Demands	53
Section 7.05.	Certain Environmental Matters	54
Section 7.06.	Title Policies	56
Section 7.07.	Litigation Cooperation	56
Section 7.08.	Contact with Customers and Vendors	57
Section 7.09.	PMPA Actions	57
Section 7.10.	Crude Supply Agreement	58
Section 7.11.	Buyer Financing	58
Section 7.12.	Certain Agreements	59
Section 7.13.	Software License Assistance	60

	ARTICLE 8
	TAX MATTERS

Section 8.01.	Tax Cooperation; Allocation of Taxes	60



	ARTICLE 9
	EMPLOYEE BENEFITS

Section 9.01.	Offers of Employment; Assumption of Collective Bargaining Agreement	62
Section 9.02.	Maintenance of Compensation and Benefits	63
Section 9.03.	Defined Contribution Plans	63
Section 9.04.	Defined Benefit Plans	65
Section 9.05.	Credit for Past Service; Annual Bonus	66
Section 9.06.	Welfare Plans; ESPP	67
Section 9.07.	Retiree Welfare Benefits	69
Section 9.08.	Workers153 Compensation	70
Section 9.09.	Withholding	70
Section 9.10.	Allocation of Certain Liabilities	70
Section 9.11.	Employee Communications	71
Section 9.12.	Acknowledgement	71
Section 9.13.	No Third Party Beneficiaries	71
Section 9.14.	Cooperation	71

	ARTICLE 10
	INTELLECTUAL PROPERTY MATTERS

Section 10.01.	License Grants	72
Section 10.02.	Transfer of Licenses	72
Section 10.03.	Licensed IPR	72
Section 10.04.	Restrictions on Use and Disclosure of Intellectual Property Rights	73
Section 10.05.	Improvements	74
Section 10.06.	Reservation of Rights	74
Section 10.07.	NO ADDITIONAL REPRESENTATIONS OR WARRANTIES	74
Section 10.08.	LIMITATION OF LIABILITY	74

	ARTICLE 11
	CONDITIONS TO CLOSING

Section 11.01.	Conditions to Obligations of Buyer and Seller	74
Section 11.02.	Conditions to Obligation of Buyer	75
Section 11.03.	Conditions to Obligation of Seller	76

	ARTICLE 12
	SURVIVAL; INDEMNIFICATION

Section 12.01.	Survival	76
Section 12.02.	Indemnification	77
Section 12.03.	Third Party Claim Procedures	78
Section 12.04.	Direct Claim Procedures	80
Section 12.05.	Calculation of Damages	80
Section 12.06.	Environmental Procedures	81
Section 12.07.	Assignment of Claims	82
Section 12.08.	Exclusivity	82

iii


	ARTICLE 13
	TERMINATION
Section 13.01.	Grounds for Termination	83
Section 13.02.	Effect of Termination	83
	ARTICLE 14
	MISCELLANEOUS
Section 14.01.	Notices	84
Section 14.02.	Amendments and Waivers	85
Section 14.03.	Expenses	85
Section 14.04.	Successors and Assigns	85
Section 14.05.	Governing Law	86
Section 14.06.	Jurisdiction	86
Section 14.07.	WAIVER OF JURY TRIAL	86
Section 14.08.	Counterparts; Effectiveness; Third Party Beneficiaries	86
Section 14.09.	Entire Agreement	87
Section 14.10.	Bulk Sales Laws	87
Section 14.11.	Severability	87
Section 14.12.	Disclosure Schedules	87
Section 14.13.	Construction and Interpretation	88
Section 14.14.	Specific Performance	88


EXHIBIT A		Assignment and Assumption Agreement and Bill of Sale
EXHIBIT B-1		Hydrocarbon Inventory Measurement Procedures
EXHIBIT B-2		Hydrocarbon Inventory Valuation Procedures
EXHIBIT C		Form of Consent Decree Modification
EXHIBIT D		Fuel Regulations
EXHIBIT E		Internal Hydrocarbon Transfers
EXHIBIT F		Form of Transition Services Agreement
EXHIBIT G		Form of Special Warranty Deed
EXHIBIT H		Environmental Insurance Policy Terms
EXHIBIT I		Crude Supply Agreement

ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT (this “Agreement“) dated as of July
25, 2011 between Calumet Specialty Products Partners, L.P., a Delaware limited
partnership (“Buyer“), and Murphy Oil Corporation, a Delaware
corporation (“Seller“).

W I T N E S S E T H :

WHEREAS, Seller and its Subsidiaries conduct a refining business comprised of
(i) the operation of a refinery in Superior, Wisconsin and the related Included
Superior Terminals, (ii) the Included Superior Wholesale Business and (iii) the
Spur Franchise Business, in each case excluding, for the avoidance of doubt, the
Excluded Businesses (collectively, the “Refining Business” or
“Business“); and

WHEREAS, Buyer desires to purchase substantially all of the assets, and
assume certain of the liabilities, of the Business from Seller, and Seller
desires to sell substantially all of the assets, and transfer certain of the
liabilities, of the Business to Buyer, upon the terms and subject to the
conditions hereinafter set forth.

The parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.01. Definitions. (a) As used herein, the following terms
have the following meanings:

“1934 Act” means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.

“Adjusted Cash Amount” means the Cash Amount as adjusted
pursuant to Section 2.09.

“Adjusted Profit Sharing Contribution Percentage” means a
percentage determined by taking the product of (a) 2.7%, multiplied by (b) the
quotient of (i) the number of days between January 1 of the calendar year in
which the Closing occurs and the Closing Date, divided by (ii) the number of
days in such year.

“Affiliate” means, with respect to any Person, any other
Person directly or indirectly controlling, controlled by, or under common
control with such other Person. For purposes of this definition,
“control” when used with respect to any Person means the power
to direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by Contract or otherwise,
and the terms “controlling” and “controlled”
have correlative meanings.

“Aggregate Capital Expenditures Amount” means the aggregate
amount paid by Seller or its Subsidiaries during the period from and including
the date hereof to and including the Closing in connection with the capital
expenditure projects identified on the capital expenditures budget set forth on
Section 1.01(a) of the Seller Disclosure Schedule under the heading “Capital
Expenditures Budget”; provided such capital expenditures (i) are
required to be capitalized under GAAP; (ii) are reasonably necessary and
appropriate to complete the cumene project and the gasoline rail loading
project, each as described on Section 1.01(a) of the Seller Disclosure Schedule
under the heading “Capital Expenditures Budget”; and (iii) in the case of
purchases from Affiliates of Seller, are on pricing and other terms commensurate
with arm153s-length transactions between unrelated parties.

“Applicable Law” means, with respect to any Person, any
transnational, domestic or foreign federal, state or local law (statutory,
common or otherwise), constitution, treaty, convention, ordinance, code, rule,
regulation, order, injunction, judgment, decree, ruling or other similar
requirement enacted, adopted, promulgated or applied by a Governmental Authority
that is binding upon or applicable to such Person, as amended unless expressly
specified otherwise.

“Assumed Environmental Liabilities” means all liabilities
and obligations (including the costs of any Remedial Action and any Consent
Decree Obligations) arising in connection with or in any way relating to the
Business (as currently or previously conducted), the Purchased Assets, the
Facilities or the Real Property (including the activities and operations
conducted thereon and offsite disposal therefrom), whether accrued, contingent,
absolute, determined, determinable or otherwise, that in each case arise under
or relate to any Environmental Law, including all items disclosed on Section
3.16 of the Seller Disclosure Schedule (except as otherwise noted in Section
3.16 of the Seller Disclosure Schedule), but excluding any Excluded
Environmental Liabilities.

“Balance Sheet” means the balance sheet of the Business
dated as of December 31, 2010.

“Balance Sheet Date” means the date of the Balance Sheet.

“Business Contractor” means any independent contractor,
consultant, agent or other individual non-employee providing services to the
Business (which Person does not provide any services to Seller or its
Subsidiaries with respect to any business other than the Business).

“Business Day” means a day, other than Saturday, Sunday or
other day on which commercial banks in New York, New York are authorized or
required by Applicable Law to close.

“Business Employee” means any employee of Seller or any of
its Subsidiaries who is employed exclusively in the Business, (i) including any
employee of Seller or any of its Subsidiaries who is employed exclusively in the
Business and who is, immediately prior to the Closing, absent from work on
account of paid time-off, vacation, military, sick or personal leave, short- or
long-term disability or leave of absence (other than a leave of absence
resulting from a reduction in force or a “bridging” of age and/or service credit
for purposes of an Employee Plan) and any Business Employee for whom an
obligation to recall, rehire or otherwise return to employment exists under a
contractual obligation or Applicable Law, but (ii) excluding any Excluded
Employee.

“Business Licensed IPR” means all Intellectual Property
Rights owned by a third party and licensed or sublicensed to either Seller or
any of its Subsidiaries for use exclusively in the operation of the Business.

“Business Permits” means all Permits held by Seller or its
Subsidiaries that exclusively relate to the operation of the Business.

“Buyer Disclosure Schedule” means the disclosure schedule
dated the date hereof regarding this Agreement that has been provided by Buyer
to Seller immediately prior to the execution of this Agreement.

“Cash Amount” means $214,000,000, in cash.

“Closing Date” means the date of the Closing.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collective Bargaining Agreement” means the agreement dated
July 1, 2002 to July 1, 2006 between Murphy Oil USA, Inc. and International
Union of Operating Engineers Local 305, as amended, which is the collective
bargaining agreement to which Seller or any of its Subsidiaries is a party that
covers Union Employees.

“Confidentiality Agreement” means that certain letter
agreement dated as of September 15, 2010 between Buyer and Seller.

“Consent Decree” means that certain consent decree, among
Murphy Oil USA, Inc., the United States of America, the Louisiana Department of
Environmental Quality and the State of Wisconsin, entered by the United States
District Court for the Western District of Wisconsin in United States, et
al. v. Murphy Oil USA, Inc., Civil Action No. 3:10-cv-00563-bbc (the
“Consent Decree Court“), on February 16, 2011.

“Consent Decree Modification” means a modification to the
Consent Decree in the form attached hereto as Exhibit C (as it may be modified
in accordance with Section 7.05(b)) pursuant to which, at Closing, (i) all
Consent Decree Obligations are separated from all other obligations under the
Consent Decree and (ii) Buyer assumes, and Seller and its Affiliates are
released from, all Consent Decree Obligations.

“Consent Decree Obligations” means (i) all of the
liabilities and obligations of or relating to the Consent Decree that are
applicable to the Purchased Assets or the Business as currently or previously
conducted, other than payment of that certain $1.25 million civil penalty
required by Paragraph 161 of the Consent Decree (which is an Excluded
Environmental Liability) and (ii) those obligations applicable to the Business
set forth on Section 1.01(a) of the Seller Disclosure Schedule under the heading
“Certain Consent Decree Obligations”.

“Continuing PMPA Franchise Business” means the portion of
the Business, if any, conducted by Buyer pursuant to the Seller PMPA Franchise
Agreements after the Closing (it being understood that, to the extent that Buyer
operates or permits the operation of any franchise or other facility pursuant to
a franchise agreement or similar arrangement other than a Seller PMPA Franchise
Agreement, such operation shall not be included in the Continuing PMPA Franchise
Business).

“Contract” means any contract, agreement, lease, commitment,
or other similar obligation (whether written or oral).

“Environmental Insurance Policy” means the environmental
insurance policy required to be purchased by Buyer pursuant to Section
7.05(a)(i).

“Environmental Law” means any Applicable Law relating to the
environment or any spill, release, discharge, disposal or recycling of, or
exposure to, any pollutant or contaminant or ignitable, corrosive, reactive or
otherwise hazardous substance or waste.

“Equipment” means all machinery, mobile or otherwise,
equipment and systems, including (a) all processing units and distillation
systems, (b) all heating, lighting, and power systems, fire prevention and fire
extinguishing systems, control systems, emergency warning and emergency
preparedness systems and related assets, and heating, refrigerating, air
conditioning, and ventilating systems, (c) all tanks, refining process units,
meters, pumps, engines, compressors, pipes, fittings, valves, connections,
regulators, sewers and loading and unloading lines, (d) all telecommunication
assets and equipment and computer hardware and software, (e) all spare parts,
tools, computers, and warehouse stores, (f) all other fixtures, furniture and
furnishings, (g) all works-in-process, (h) all vehicles, trucks, tractors,
trailers and rail cars (excluding trucks and trailers used for delivery of
refined petroleum products to retail gasoline stations) and (i) all other
tangible personal property of every kind whatsoever, in each case owned or
leased by Seller or its Subsidiaries and used or held for use exclusively in
connection with the ownership of the Purchased Assets or operation of the
Business.

“ERISA” means the Employee Retirement Income Security Act of
1974, as amended and the rules and regulations promulgated thereunder.

“ERISA Affiliate” of any entity means any other entity
which, together with such entity, would be treated as a single employer under
Section 414 of the Code or Section 4001 of ERISA.

“Excluded Businesses” means the (i) retail, midstream and
wholesale marketing businesses of Seller and its Subsidiaries including all
retail stations owned and operated by Seller and its Subsidiaries, but excluding
each of the Spur Franchise Business and the Included Superior Wholesale
Business, (ii) operation and ownership and/or leasing by Seller or its
Subsidiaries of the Excluded Terminals, (iii) operation of a refinery and
related terminals in Meraux, Louisiana, (iv) ownership and operation of the
ethanol plants described on Section 1.01(a) of the Seller Disclosure Schedule
under the heading “Excluded Ethanol Plants” and (v) businesses described on
Section 1.01(a) of the Seller Disclosure Schedule under the heading “Excluded
Businesses”.

“Excluded Crude” means all crude oil (i) acquired by Seller
or its Subsidiaries from independent petroleum producers at such producers153 well
heads which is in transit to injection points on the Enbridge North Dakota
pipeline system where title has passed to Murphy Oil USA, Inc. (but which crude
oil has not yet been injected into the Enbridge North Dakota pipeline system)
and (ii) for which title has passed to Murphy Oil USA, Inc. or Superior Crude
Trading Company and which is located on a feeder pipeline leading to the
mainline of the Enbridge pipeline system, but which has not yet been injected
into the mainline of the Enbridge pipeline system.

“Excluded Employees” means the employees set forth on
Section 1.01(a) of the Seller Disclosure Schedule under the heading “Excluded
Employees”.

“Excluded Environmental Liabilities” means (i) payment of
that certain $1.25 million civil penalty required by Paragraph 161 of the
Consent Decree; (ii) payment of any monetary fines to the extent solely
attributable to a violation of Environmental Law prior to Closing by Seller or
its Subsidiaries relating to the Business; (iii) any and all obligations or
liabilities arising out of the Consent Decree other than the Consent Decree
Obligations; and (iv) all liabilities and obligations (including the costs of
any Remedial Action) to the extent they arise in connection with (A) any
transportation by or on behalf of Seller or its Subsidiaries, prior to Closing,
of Hazardous Materials from the Real Property to any other real property (other
than the Real Property or those terminals used in connection with the Business
located in Nebraska and Utah) for disposal or recycling; or (B) to the extent
pending or, to Seller153s knowledge threatened, prior to Closing, any action, suit
or proceeding by any third party to the extent alleging exposure at the Real
Property, prior to Closing, of any individual to any Hazardous Materials at, on,
in or under the Real Property that were spilled, released, emitted or discharged
by or on behalf of Seller or its Subsidiaries.

“Excluded Terminals” means all terminals owned by Seller or
its Subsidiaries and/or terminal capacity operated and/or leased by Seller or
its Subsidiaries and/or all terminal capacity which Seller or its Subsidiaries
otherwise have the right to use, other than the Included Superior Terminals.

“Facilities” means all buildings, tanks, rail lines,
pipelines, docks and fixtures owned or leased by Seller or its Subsidiaries,
located on the Owned Real Property or the Leased Real Property and used
primarily in the Business, but excluding for the avoidance of doubt (i) power
lines, pipelines, telephone lines and other improvements and fixtures owned by
public utilities furnishing utilities to the Owned Real Property or the Leased
Real Property, (ii) rail lines, pipelines and other improvements and fixtures
owned by third parties and located on existing easements for such purpose which
encumber the Owned Real Property or the Leased Real Property and (iii) the
Enbridge pipeline system and the Magellan pipeline system.

“FIPR Term” means a period of three years commencing on the
Closing Date; provided that either Buyer or Seller may earlier
terminate the FIPR Term at any time by providing written notice of termination
to the other party six months prior to the effective date of such termination
(provided that such termination shall not be effective earlier than the
first anniversary of the Closing Date).

“Franchise Licensed Marks” means the trademarks set forth in
Section 1.01(a) of the Seller Disclosure Schedule under the heading “Franchise
Licensed Marks”.

“Fraud” means actual fraud involving a Person153s knowing and
intentional misrepresentation or omission of a material fact, which
misrepresentation is made or omission is omitted by such Person with the intent
to defraud, as determined under common law.

“Fuel Compliance Obligations” means, with respect to the
Business or Purchased Assets, including the Hydrocarbon Inventory, compliance
with the Fuel Regulations.

“Fuel Credits” means all credits, allotments, renewable
identification numbers (RINs), certificates or other authorizations relating to
any applicable fuel quality standards or renewable fuel standards (including
those standards provided for in the Fuel Regulations).

“Fuel Regulations” means the regulations set forth on
Exhibit D.

“GAAP” means generally accepted accounting principles in the
United States.

“Governmental Authority” means any transnational, domestic
or foreign federal, state or local governmental, regulatory or administrative
authority, department, court, agency or official, including any political
subdivision thereof.

“Hazardous Material” means any pollutant or contaminant or
otherwise hazardous substance or waste that in each case is regulated under any
Environmental Law.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended.

“Hydrocarbon Inventory” means (i) the hydrocarbon inventory
at the Superior refinery that is owned by Seller and its Subsidiaries as of
Closing, including crude oil, blendstocks, ethanol, biodiesel, feedstocks and
other raw materials (including polymers and emulsifying compounds), intermediate
petroleum products and finished products (including asphalt), tank heels and
tank bottoms (including all such items located in process units or
interconnecting lines at the refinery), (ii) all such products produced at the
Superior refinery that are owned by Seller and its Subsidiaries as of Closing
where title has not passed to a customer (including, for the avoidance of doubt,
Seller or its Subsidiaries that are customers of the refinery; provided
that in the case of such an internal transfer title will be deemed to be passed
as set forth in Exhibit E) prior to Closing and (iii) all hydrocarbons
(including crude oil, blendstocks, feedstocks and other raw materials,
intermediate petroleum products and finished products, tank heels and tank
bottoms) in transit to the Superior refinery (other than Excluded Crude) for
which title has passed to Murphy Oil USA, Inc. or Superior Crude Trading
Company, including such hydrocarbons in transit from Murphy Exploration &
Production Company : USA where title has so passed.

“Included Superior Terminals” means (i) the terminals owned
and operated by Seller or its Subsidiaries set forth on Section 1.01(a) of the
Seller Disclosure Schedule under the heading “Owned Terminals”, (ii) the
terminal capacity leased by Seller or its Subsidiaries set forth on Section
1.01(a) of the Seller Disclosure Schedule under the heading “Leased Terminal
Capacity”, (iii) the rights Seller or its Subsidiaries have to use terminal
capacity at the terminals set forth on Section 1.01(a) of the Seller Disclosure
Schedule under the heading “Common Carrier Terminals” and (iv) the leasehold
interests of Seller or its Subsidiaries in the terminals leased by Seller or its
Subsidiaries set forth on Section 1.01(a) of the Seller Disclosure Schedule
under the heading “Leased Terminals”.

“Included Superior Wholesale Business” means the wholesale
marketing business conducted by Seller or its Subsidiaries at the Included
Superior Terminals, excluding, for the avoidance of doubt, the Excluded
Employees associated with such wholesale business.

“Intellectual Property Right” means any Trademark, patent,
trade secret, copyright, know-how (including any registrations or applications
for registration of any of the foregoing) or any other similar type of
proprietary intellectual property right.

“Interest Rate” means (i) the rate per annum for three-month
deposits in U.S. dollars which appears on the Bloomberg Screen BTMM Page under
the heading “LIBORFIX BBAM” as of 11:00 a.m. on the date of measurement
plus (ii) 2%.

“Intra-Company Agreement” means any Contract between the
Business, on the one hand, and any other business, division, group or function
of or within Seller and its Subsidiaries, on the other hand, but not including
any Contract expressly provided by this Agreement to be entered into in
connection with the Closing.

“knowledge of Seller,” “Seller153s
knowledge” or any other similar knowledge qualification in this
Agreement means, with respect to any matter, to the actual knowledge of any of
the Persons listed on Section 1.01(a) of the Seller Disclosure Schedule under
the heading “Knowledge Parties”.

“Licensable” means, with respect to any Intellectual
Property Right, that a Person has the power and authority to grant a
non-exclusive license (or sublicense, as the case may be) on the terms and
conditions set forth in Article 10 without any of the following: (i) the consent
of any third party (unless such consent can be and is obtained without providing
any additional consideration to such third party); (ii) impairment of such
Person153s existing rights in respect of any Intellectual Property Right (it being
understood that the grant of a non-exclusive license, in and of itself, shall
not be construed as an impairment of any of such Person153s rights); (iii)
imposition of any additional obligations on such Person under any preexisting
agreement relating to any Intellectual Property Right; or (iv) the payment of
royalties or other consideration on or after the Closing Date by such Person to
any third party under any preexisting agreement. For the avoidance of doubt, in
no event shall any Intellectual Property Right be “Licensable” if any of the
foregoing conditions in clauses (i)-(iv) apply.

“Licensed IPR” means Business Licensed IPR and Shared
Licensed IPR.

“Lien” means, with respect to any property or asset, any
mortgage, lien, pledge, charge, security interest or encumbrance in respect of
such property or asset.

“Material Adverse Effect” means any change, development,
effect, condition, fact, circumstance or occurrence that has a material adverse
effect on the financial condition, business, assets or results of operations of
the Business, taken as a whole, but excluding any effect resulting from (A)
changes in GAAP or changes in the regulatory accounting requirements applicable
to any industry in

which the Business operates, (B) changes in the financial or securities
markets or changes in the general economic or political conditions in the United
States or abroad, (C) changes (including changes of Applicable Law) or
conditions generally affecting the industry in which the Business operates, (D)
acts of war, sabotage, terrorism or natural disasters, (E) the announcement,
pendency or consummation of the transactions contemplated by this Agreement
(including any cancellations of or delays in customer orders or other decreases
in customer demand, reduction in revenues, work stoppages or loss or threatened
loss of employees or other employee disruptions), (F) any changes in commodities
markets or commodity, crude oil or feedstock prices or refining margins, (G) any
effect on the Business or Purchased Assets resulting from changes in a financial
rating published by a rating agency, (H) any failure to obtain any consent,
approval, waiver or authorization from any third party in connection with the
consummation of the transactions contemplated hereby, (I) any failure of the
Business to meet any internal or published or third party budgets, projections,
forecasts or predictions of financial performance for any period (it being
understood that this clause (I) shall not prevent a party from asserting that
any fact or circumstance that may have contributed to such failure independently
constitutes or contributes to a Material Adverse Effect), (J) any action taken
(or omitted to be taken) at the request of Buyer, (K) any action taken by the
Seller that is required or expressly contemplated or permitted pursuant to this
Agreement, (L) bankruptcy, insolvency or other financial distress of any
customers of the Business or (M) seasonal reduction in the revenues or earnings
of the Business in the Ordinary Course of Business; provided, that the
changes or occurrences set forth in clauses (B), (C) and (F) may be taken into
account in determining whether there has been a Material Adverse Effect to the
extent such changes have a disproportionate adverse effect on the Business as
compared to other participants in the industries in which the Business operates.

“Non-Union Transferred Employee” means each Transferred
Employee who is not a Union Employee.

“Ordinary Course of Business” means, with respect to the
Business and the Purchased Assets, the ordinary course of business in all
material respects consistent with Seller153s and its Subsidiaries153 past custom and
practice.

“Owned Intellectual Property Rights” means all Intellectual
Property Rights owned and Licensable by Seller or any of its Subsidiaries and
used in the Business; provided that the Owned Intellectual Property
Rights shall not include any Trademarks.

“Permit” means any license, franchise, permit, certificate,
approval, registration or other similar authorization issued by a Governmental
Authority.

“Person” means an individual, corporation, partnership,
limited liability company, association, trust or other entity or organization,
including a Governmental Authority.

“PMPA” means the Petroleum Marketing Practice Act 28 U.S.C.
§2801 et. seq.

“Pre-Closing Tax Period” means (i) any taxable period ending
on or before the Closing Date and (ii) with respect to a taxable period that
commences before but ends after the Closing Date, the portion of such period up
to and including the Closing Date.

“Purchase Agreement” means any agreement for the purchase of
materials, supplies, goods, services, equipment or other assets by Seller or any
of its Subsidiaries.

“Remedial Action” means any investigation, remediation,
clean-up, abatement, removal or monitoring (or words of similar import) of
Hazardous Materials.

“Seller Disclosure Schedule” means the disclosure schedule
dated the date hereof regarding this Agreement that has been provided by Seller
to Buyer immediately prior to the execution of this Agreement.

“Seller Group Insurance Plans” means the Group Insurance
Plan for Employees of Murphy Oil Corporation and the Group Insurance Plan for
Retired Employees of Murphy Oil Corporation.

“Seller PMPA Franchise Agreements” means all franchise
agreements between Seller or its Subsidiaries and franchisees of the Spur
Franchise Business.

“Shared Licensed IPR” means all Intellectual Property Rights
owned by a third party and licensed or sublicensed to either Seller or any of
its Subsidiaries for use in the operation of the Business, other than Business
Licensed IPR.

“Spur Franchise Business” means the business of Seller and
its Subsidiaries comprising the PMPA franchise business conducted under the
“Spur” brand.

“Subsidiary” means, with respect to any Person, any entity
of which securities or other ownership interests having ordinary voting power to
elect a majority of the board of directors or other persons performing similar
functions are at any time directly or indirectly owned by such Person.

“Supply Agreements” means any sales, distribution or similar
agreement providing for the sale by Seller or any of its Subsidiaries of
materials, supplies, goods, services, equipment or other assets.

“Tax” means (i) any tax, governmental fee or other like
assessment or charge of any kind whatsoever (including withholding on amounts
paid to or by any Person), together with any interest, penalty, addition to tax
or additional amount imposed by any Governmental Authority responsible for the
imposition of

any such tax (domestic or foreign) (a “Taxing Authority“),
or (ii) liability for the payment of any amounts of the type described in (i) as
a successor (including under Treasury Regulations section 1.1502-6 or otherwise)
or as a result of being party to any agreement or any express or implied
obligation to indemnify any other Person.

“Title IV Plan” means an Employee Plan subject to Title IV
of ERISA other than any multiemployer plan, as defined in Section 3(37) of
ERISA.

“Trademarks” means any and all (i) trademarks, trade names,
corporate names, company names, business names, service marks, logos, brand
names, domain names and all other source or business identifiers, and the rights
in any of the foregoing which arise under Applicable Law, (ii) goodwill
symbolized thereby or associated therewith and (iii) registrations and
applications for registration of any of the foregoing.

“Transferable” means, with respect to any Intellectual
Property Right, that a Person has the power and authority to transfer all of
such Person153s right, title and interest in and to such Intellectual Property
Right on the terms and conditions set forth in Article 10 without any of the
following: (i) the consent of any third party (unless such consent can be and is
obtained without providing any additional consideration to such third party);
(ii) impairment of such Person153s existing rights in respect of any other
Intellectual Property Right; (iii) imposition of any additional obligations on
such Person under any preexisting agreement relating to any other Intellectual
Property Right; or (iv) the payment of royalties or other consideration on or
after the Closing Date by such Person to any third party under any preexisting
agreement. For the avoidance of doubt, in no event shall any Intellectual
Property Right be “Transferable” if any of the foregoing conditions in clauses
(i)-(iv) apply.

“Transition Services Agreement” means the Transition
Services Agreement between Buyer and Seller (or its Affiliates), substantially
in the form attached hereto as Exhibit F.

“Union Employee” means each Business Employee who is a
member of a collective bargaining unit covered by the Collective Bargaining
Agreement.

“Union Transferred Employee” means each Transferred Employee
who is a Union Employee.

(b) Each of the following terms is defined in the Section set forth opposite
such term:


Term		Section
Accounting Referee		2.06(b)
Agreement		Preamble
Allocation		2.06(b)
Allocation Statement		2.06(b)
Apportioned Obligations		8.01(b)
Assigned Contracts		2.01(g)
Assumed Liabilities		2.03
Business		Recitals
Business Financial Statements		3.05
Buyer		Preamble
Buyer DC Plan		9.03
Buyer FSA Plan		9.06(d)
Buyer Indemnified Party		12.02
Cap		12.02(a)(ii)
City of Superior Fee		8.01(c)
Closing		2.07
Complying Party		7.05(c)(ii)
Credit Support Arrangement		6.02
Crude Supply Agreement		7.10
Customer Security Arrangements		2.01(q)
Customers		3.20(a)
Damages		12.02
De Minimis Amount		12.02(a)(ii)
Deductible		12.02(a)(ii)
Delayed Transfer Asset		2.05
Easements		2.01(c)
e-mail		14.01
Employee Plans		3.15
Employee Withholding Documents		9.09
Environmental Matters		12.06
Estimated Aggregate Capital Expenditures Amount		2.07(a)
Estimated Closing Proration Adjustment Amount		2.09(b)
Estimated Inventory Value		2.08
Excluded Assets		2.02
Excluded Contracts		2.02(j)
Excluded Liabilities		2.04
Field Inspector		2.08(b)
Field Inspector Report		2.08(b)
Filing Documentation		8.01(e)


Term		Section
Final Aggregate Capital Expenditures Amount		2.10
Financing		7.11
FIPR License		10.01(b)
Fundamental Representations		12.01(a)(ii)
Improvements		10.05
In Bound / Out Bound Inventory		2.08(b)
Indemnified Party		12.03
Indemnifying Party		12.03
Initial Hydrocarbon Inventory Tax Amount		8.01(e)
Inspector		2.08(c)
Interim Financial Statements		7.11
Inventory Balance		2.08(c)
Inventory Statement		2.08(c)
Inventory Value		2.08(c)
Leased Real Property		2.01(b)
Licenses		10.01(b)
LIPR Sublicense		10.03(d)
Material Contract		3.07(c)
Non-Union Transferred Participant		9.03(a)(i)
Obligated Party		7.05(c)(ii)
OIPR License		10.01(a)
Owned Real Property		2.01(a)
PBGC		3.15(f)
Permitted Liens		3.10(b)(xvii)
Permitted Transferee		10.02
Petty Cash		2.01(m)
PMPA Termination Date		7.09(a)(i)
PMPA Termination Notice		7.09(a)(i)
Post-Closing Adjustment Date		2.09(b)
Post-Closing Proration Adjustment Amount		2.09(b)
Post-Closing Tax Period		8.01(b)
Potential Contributor		12.07
Prepayments		2.01(l)
Pre-Closing Fuel Compliance Obligations		7.05(c)(i)
Profit Sharing Contribution		9.03(a)(i)
Proposed Wisconsin Tax Schedule		2.06(f)
Purchase Price		2.06
Purchased Assets		2.01
Real Property		3.10
Real Property Leases		2.01(b)
Refining Business		Recitals
Relevant Period		9.02
Retained Union Employee Benefit Liabilities		9.01(b)
Sales and Use Taxes		8.01(e)
Seller		Preamble


Term		Section
Seller DB Plan		9.03
Seller DC Plan		9.03
Seller FSA Plan		9.06(d)
Seller Indemnified Party		12.02(b)
Seller Retiree Welfare Benefit		9.07
Seller Welfare Plan		9.06(a)
Sharing Arrangement		2.05(b)
Standard Procedure		9.09
Third Party Claim		12.03
Third Party License Agreement		10.03(d)
Transfer Taxes		8.01(e)
Transferred Contractor		9.01(a)
Transferred Employees		9.01
Transferred Pipeline Rights		2.01(d)
Union DB Plan		9.04(b)
Union DC Plan		9.03(a)(ii)
Union Welfare Plan		3.15(h)
WARN Act		3.14(c)
Warranty Breach		12.02(a)(i)
Wisconsin Tax Schedule		2.06(f)
Wisconsin Real Estate Transfer Fees		2.06(f)

Section 1.02. Other Definitional and Interpretative Provisions. The
words “hereof”, “herein” and “hereunder” and words of like import used in this
Agreement shall refer to this Agreement as a whole and not to any particular
provision of this Agreement. The captions herein are included for convenience of
reference only and shall be ignored in the construction or interpretation
hereof. References to Articles, Sections, Exhibits and Schedules are to
Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise
specified. All Exhibits and Schedules annexed hereto or referred to herein are
hereby incorporated in and made a part of this Agreement as if set forth in full
herein. Any capitalized terms used in any Exhibit or Schedule, but not otherwise
defined therein, shall have the meaning as defined in this Agreement. Any
singular term in this Agreement shall be deemed to include the plural, and any
plural term the singular. Whenever the words “include”, “includes” or
“including” are used in this Agreement, they shall be deemed to be followed by
the words “without limitation”, whether or not they are in fact followed by
those words or words of like import. “Writing”, “written” and comparable terms
refer to printing, typing and other means of reproducing words (including
electronic media) in a visible form. References to any statute shall be deemed
to refer to such statute as amended from time to time and to any rules or
regulations promulgated thereunder. References to any Contract are to that
Contract as amended, modified or supplemented from time to time in accordance
with the terms hereof and thereof; provided that with respect to any
Contract listed on any schedules hereto, all such amendments, modifications or
supplements must also be listed in the

appropriate schedule. References to any Person include the successors and
permitted assigns of that Person. References from or through any date mean,
unless otherwise specified, from and including or through and including,
respectively. References to “law”, “laws” or to a particular statute or law
shall be deemed also to include any and all Applicable Law.

ARTICLE 2

PURCHASE AND SALE

Section 2.01. Purchase and Sale. Except as otherwise provided below
(including Sections 2.02 and 2.05), upon the terms and subject to the conditions
of this Agreement, Buyer agrees to purchase from Seller and its Subsidiaries and
Seller agrees to sell, convey, transfer, assign and deliver, or cause to be
sold, conveyed, transferred, assigned and delivered, to Buyer at the Closing,
free and clear of all Liens, other than Permitted Liens, all of Seller153s and its
Subsidiaries153 right, title and interest in, to and under the assets, properties
and business owned, held or used exclusively in the conduct of the Business by
Seller and its Subsidiaries as the same shall exist and be held by Seller and
its Subsidiaries on the Closing Date (collectively, the “Purchased
Assets“), including all right, title and interest of Seller and its
Subsidiaries in, to and under the following to the extent owned, held or used
exclusively in the conduct of the Business as the same shall exist and be held
by Seller and its Subsidiaries on the Closing Date:

(a) the real property owned in fee listed on Section 2.01(a) of the Seller
Disclosure Schedule (the “Owned Real Property“), together with
all buildings, structures, fixtures and other improvements owned by the Seller
and its Subsidiaries and located thereon (including all construction
work-in-progress, process units, storage tanks, control houses, office
buildings, laboratory facilities, warehouses, boiler houses, power plants, waste
water treatment facilities and similar improvements);

(b) the leasehold estates listed on Section 2.01(b) of the Seller Disclosure
Schedule (the “Leased Real Property“), and the related lease or
sublease agreements (the “Real Property Leases“) respecting
land, buildings, fixtures and real property improvements (whether owned or
leased), together with all construction work-in-progress in respect of same;

(c) the easements appurtenant to the Seller153s or its Subsidiaries153 ownership
of the Owned Real Property, lease of the Leased Real Property and operation of
the Business and Facilities, including the easements identified on Section
2.01(c) of the Seller Disclosure Schedule (the “Easements“);

(d) the Contracts, deeds, easements, rights of way, franchises, licenses,
permits, and other documents respecting those pipeline rights listed on Section
2.01(d) of the Seller Disclosure Schedule (collectively, the
“Transferred Pipeline Rights“);

(e) the Hydrocarbon Inventory;

(f) the Equipment and all inventories (other than hydrocarbon inventories and
products), including chemicals, catalysts, additives inventories and precious
metals (in the case of precious metals, listed by type and amount on Section
2.01(f) of the Seller Disclosure Schedule), in each case used exclusively in
connection with the ownership of the Purchased Assets or operation of the
Business;

(g) all rights and obligations of the Seller or its Subsidiaries under (i)
the Material Contracts (other than any Excluded Contract) and (ii) any other
Contracts of Seller or its Subsidiaries (including any agreements with Business
Contractors) that are not Excluded Contracts and that relate exclusively to the
ownership of the Purchased Assets or operation of the Business (the items in
clauses (i) and (ii) collectively, the “Assigned Contracts“);
for the avoidance of doubt the Assigned Contracts shall include the Seller PMPA
Franchise Agreements;

(h) all Business Permits;

(i) except as set forth in Sections 2.01(j), 2.02(d), 2.02(e), 2.02(f),
2.02(g) or 2.02(o), all books, records, files and papers, whether in hard copy
or computer format, including any information relating to any Tax imposed on the
Purchased Assets, wherever located, in each case which relate exclusively to the
ownership of the Purchased Assets or operation of the Business;

(j) to the extent permitted by Applicable Law, copies of the personnel and
employment records relating to Transferred Employees; provided that if
Applicable Law requires that Buyer receive original personnel and employment
records relating to any Transferred Employees, Buyer shall receive such records
pursuant to this Section 2.01(j);

(k) all unexpired warranties from third parties related exclusively to the
Business, including warranties set forth in any equipment purchase agreement,
construction agreement, lease agreement, consulting agreement or agreement for
architectural or engineering services, it being understood that nothing in this
Section shall be construed as a representation by Seller that any such warranty
remains in effect or is enforceable;

(l) all deposits, advance payments, prepayments, prepaid expenses and other
similar payments made by or on behalf of Seller or its Subsidiaries, in each
case to the extent exclusively related to the Business (collectively,
“Prepayments“);

(m) all petty cash located at the operating facilities of the Business
(“Petty Cash“);

(n) all goodwill associated with the operation of the Business, together with
the right to represent to third parties that Buyer is the successor to the
Business;

(o) all assets of the Employee Plans expressly assumed by or provided to be
transferred to Buyer pursuant to Article 9 (including, without limitation, all
insurance Contracts maintained in connection with such Employee Plans);

(p) all computer and data processing hardware of Seller or its Subsidiaries
(i) located at the Facilities or (ii) that otherwise is used by Seller or its
Subsidiaries exclusively in the operation of the Business or Facilities as
currently conducted by Seller or its Subsidiaries;

(q) except as set forth in Section 2.02(l), all bonds, letters of credit and
other security arrangements established by any Person in favor of Seller that
relate exclusively to the Purchased Assets or the operation of the Business
(collectively, the “Customer Security Arrangements“), to the
extent transferable;

(r) except as otherwise expressly provided in this Agreement, any other
assets, properties, and rights of Seller or any of its Subsidiaries that are
used exclusively in the ownership of the Purchased Assets or the operation of
the Business as it is currently conducted by Seller or its Subsidiaries and any
other tangible asset owned by Seller or its Subsidiaries located at, or on the
grounds of, the Facilities; and

(s) except as set forth on Section 2.01(s) of the Seller Disclosure Schedule,
any insurance proceeds received from third parties after the date hereof (net of
Seller153s or its Subsidiaries153 costs of collection and any applicable deductibles
actually paid by Seller or its Subsidiaries) arising out of events that occurred
prior to the Closing Date, to the extent such insurance proceeds are actually
paid and relate to (i) the repair or restoration of any of the Facilities, but
excluding proceeds to the extent Seller effects such repair or restoration
before the Closing, or (ii) an Assumed Liability.

Section 2.02. Excluded Assets. Buyer expressly understands and
agrees that the following assets and properties of Seller and its Subsidiaries
(collectively, the “Excluded Assets“) shall be excluded from
the Purchased Assets:

(a) all of Seller153s or its Subsidiaries153 cash and cash equivalents on hand
and in banks, except for Petty Cash;

(b) except as otherwise specifically provided in Section 2.01(o) or Section
2.01(s), all rights, titles, claims and interests of Seller or any of its
Subsidiaries (i) under any policy or agreement of insurance of Seller or any of
its Subsidiaries or (ii) to any insurance proceeds under any of the policies or
agreements of insurance described in the preceding clause (i);

(c) all Owned Intellectual Property Rights and Trademarks (including the
Franchise Licensed Marks) (it being understood that nothing in this Section
2.02(c) shall limit the Licenses);

(d) all books, records, files and papers, whether in hard copy or computer
format, prepared in connection with this Agreement or the transactions
contemplated hereby (including relating to the sale process) and all minute
books and corporate records of Seller and its Subsidiaries;

(e) copies of any books, records files or papers relating to Taxes described
in Section 2.01(i);

(f) copies of any of the books, records, files and papers described in
Section 2.01(i), to the extent Seller reasonably concludes that they are or may
be necessary or useful in connection with Seller153s or its Subsidiaries153 defense
or prosecution of any suit, action or proceeding relating to an Excluded
Liability;

(g) copies of the personnel and employment records described in Section
2.01(j) to the extent Seller reasonably concludes that they are or may be
necessary or useful in connection with Seller153s obligations under Article 9;

(h) the property and assets described on Section 2.02(h) of the Seller
Disclosure Schedule;

(i) all rights of Seller arising under this Agreement or the transactions
contemplated hereby;

(j) all Contracts of the Seller or any of its Subsidiaries that do not relate
exclusively to the operation of the Business as currently conducted by the
Seller or its Subsidiaries and any Contract listed on Section 2.02(j) of the
Seller Disclosure Schedule (together, the “Excluded
Contracts“).

(k) any payments or other receivables owing from any customer on account of
any products produced at the Facilities where title has passed to the customer
prior to Closing;

(l) all of Seller153s or its Subsidiaries153 right, title and interest in and to
all (i) accounts receivable and all notes and other evidences of indebtedness of
and rights to receive payments arising out of sales, services, rentals and other
activities of the Business occurring in connection with and attributable to the
ownership or operation of the Purchased Assets or the Business prior to the
Closing (which, for the avoidance of doubt, shall include all sales of
hydrocarbon products or inventories other than the Hydrocarbon Inventory) and
the security arrangements, if any, related thereto, (ii) all bonds, letters of
credit or other security arrangements posted or otherwise issued by the Seller
or any of its Subsidiaries in favor of any other Person, other than any
Prepayments, and (iii) rights with respect to any third party collection
procedures or any other actions or proceedings in connection with any of the
foregoing;

(m) all of Seller153s or its Subsidiaries153 rights arising under any outstanding
receivable arising prior to Closing between the Seller or any of its
Subsidiaries in respect of the Business, on the one hand, and Seller or any
Affiliate of the Seller in respect of any other business division, group or
function, on the other hand;

(n) all assets related to any Employee Plan or any other pension, profit
sharing, stock bonus, stock option, thrift or other retirement plan, medical,
hospitalization, dental, life, disability, vacation or other insurance or
benefit plan, employee stock ownership plan, deferred compensation, stock
ownership, stock purchase, bonus, benefit or other incentive plan, severance
plan or other employee benefit plan relating to the Seller, its Affiliates or
their respective employees (in each case other than all assets of the Employee
Plans expressly assumed by or provided to be transferred to Buyer pursuant to
Article 9);

(o) the original personnel and employment records relating to Transferred
Employees to the extent Applicable Law does not permit that Buyer receive such
original records; provided, if any medical records of Transferred
Employees are needed in order to respond to any post-Closing inquiry from any
Governmental Authority relating to employment or workplace safety issues, Seller
agrees, to the extent permitted by Applicable Law, reasonably to cooperate with
Buyer to make such records available to Buyer or to such Governmental Authority
for purposes of the inquiry;

(p) any and all Fuel Credits that (i) relate to the ownership or operation of
the Business or Purchased Assets and are in existence, acquired, generated or
otherwise attributable to the period prior to Closing, (ii) do not otherwise
relate to the operation of the Business or Purchased Assets or (iii) relate to
the ownership or operation of any business by Seller or any of its Subsidiaries
from and after Closing;

(q) all Tax refunds relating to any Pre-Closing Tax Period;

(r) any Purchased Assets sold or otherwise disposed of in the Ordinary Course
of Business and not in violation of any provision of this Agreement during the
period from the date hereof until the Closing Date;

(s) all assets primarily or exclusively related to the Excluded Businesses;
and

(t) all hydrocarbon inventories and products other than the Hydrocarbon
Inventory.

Section 2.03. Assumed Liabilities. Upon the terms and subject to the
conditions of this Agreement, Buyer agrees, effective as of the Closing, to
assume, pay, discharge and perform as and when due, the following liabilities
and obligations (the “Assumed Liabilities“):

(a) all debts, obligations, Contracts and liabilities of any kind, character
or description (whether known or unknown, accrued, absolute, contingent or
otherwise) relating to or arising out of the ownership or operation of the
Purchased Assets or the conduct of the Business from and after the Closing,
including any such debts, obligations, Contracts and liabilities arising as a
result of the consummation of the transactions contemplated by this Agreement;

(b) all liabilities and obligations of Seller or any of its Subsidiaries
arising under the Assigned Contracts, including any such liabilities or
obligations arising as a result of the consummation of the transactions
contemplated by this Agreement;

(d) all liabilities and obligations of the Seller or its Subsidiaries under
open purchase orders or other accounts payable that were entered into or
incurred by Seller or its Subsidiaries in the operation of the Business prior to
Closing and which provide for the delivery of goods or services on or following
Closing;

(e) all liabilities and obligations relating to or arising out of the matters
identified on Section 2.03(e) of the Seller Disclosure Schedule, regardless of
whether such matter existed prior to the Closing;

(f) all delivery obligations in respect of products produced at the
Facilities with respect to which title has not passed to a customer prior to
Closing;

(g) all liabilities for Taxes allocated to Buyer under Article 8;

(h) all liabilities and obligations with respect to, or relating to, any
Transferred Employee arising from such Transferred Employee153s employment by
Buyer or its Affiliates at or after the Closing; and

(i) all liabilities and obligations expressly assumed by or provided to be
transferred to Buyer pursuant to Article 9.

Section 2.04. Excluded Liabilities. Buyer is assuming only the
Assumed Liabilities and is not assuming any other liability or obligation of
Seller or its Subsidiaries of whatever nature, whether presently in existence or
arising hereafter. All such other liabilities and obligations shall be retained
by and remain liabilities and obligations of Seller and/or its Subsidiaries, as
applicable (all such liabilities and obligations not being assumed being herein
referred to as the “Excluded Liabilities“). Excluded
Liabilities include, but are not limited to, the following:

(a) any liability or obligation of Seller or any of its Subsidiaries for
personal injury or tort, or similar causes of action, to the extent arising out
of, associated with, relating to, or incurred in connection with the ownership
of the Purchased Assets or the operation of the Business prior to the Closing;
provided that the foregoing shall not include any such liabilities or
obligations arising under or relating to any Environmental Matters (other than
as provided in Section 2.04(d));

(b) any liability or obligation of Seller, or any member of any consolidated,
affiliated, combined or unitary group of which Seller is or has been a member,
for Taxes (including liabilities for Taxes allocated to Seller under Article 8
and except to the extent explicitly assumed in Section 2.03); provided
that Transfer Taxes incurred in connection with the transactions contemplated by
this Agreement and Apportioned Obligations shall be borne and paid in the manner
set forth in Section 8.01 hereof;

(c) any liability or obligation to the extent associated with or relating to
an Excluded Asset (including any liability incurred in connection with Seller153s
removal of the Excluded Assets);

(d) Excluded Environmental Liabilities;

(e) all of Seller153s or its Subsidiaries153 obligations arising under any
outstanding payable arising prior to Closing between the Seller or any of its
Subsidiaries in respect of the Business, on the one hand, and Seller or any
Affiliate of the Seller in respect of any other business, division, group or
function, on the other hand;

(f) except as provided in Section 2.03(h) or Section 2.03(i), all liabilities
and obligations with respect to, or relating to, the Business Employees or any
current or former employee of Seller or its Affiliates (including, without
limitation, all liabilities and obligations arising from any Transferred
Employee153s employment by Seller or its Affiliates or the termination of such
employment and including all Retained Union Employee Benefit Liabilities);
provided, that the foregoing liabilities and obligations shall not
include any Assumed Environmental Liabilities; and

(g) except as provided in Section 2.03(i), all liabilities and obligations
with respect to, or relating to, any Employee Plan or any other pension, profit
sharing, stock bonus, stock option, thrift or other retirement plan, medical,
hospitalization, dental, life, disability, vacation or other insurance or
benefit plan, employee stock ownership plan, deferred compensation, stock
ownership, stock purchase, bonus, benefit or other incentive plan, severance
plan or other employee benefit plan relating to Seller, its Affiliates or their
respective current or former employees, or under or with respect to which Seller
or its ERISA Affiliates have or may have any obligation or liability.

Section 2.05. Non-assignability of Purchased Assets. (a)
Notwithstanding anything in this Agreement to the contrary, if and to the extent
that the transfer or assignment from Seller or any of its Subsidiaries to Buyer
of any Purchased Asset would be a violation of Applicable Law with respect to
such Purchased Asset or

otherwise materially and adversely affect the rights of Seller or its
Subsidiaries or Buyer thereunder as a result of the failure to obtain any
consent, approval, waiver or authorization required in connection with such
transfer or assignment, then the transfer or assignment to Buyer of such
Purchased Asset (each, a “Delayed Transfer Asset“) shall be
automatically deemed deferred and any such purported transfer or assignment
shall be null and void until such time as all legal impediments are removed
and/or applicable consents, approvals, waivers or authorizations have been
obtained. Notwithstanding the foregoing, for purposes of determining whether any
liability or obligation is an Assumed Liability, any such Delayed Transfer Asset
shall be deemed a Purchased Asset only as of and from the earlier of (i) the
date that such Delayed Transfer Asset is actually transferred or assigned to
Buyer and (ii) the date that a Sharing Arrangement is entered into by Buyer and
Seller with respect to such Delayed Transfer Asset; provided that to
the extent Buyer receives the use or benefit of a given Delayed Transfer Asset,
it shall bear the burden of such Delayed Transfer Asset corresponding to such
use or benefit. Seller and Buyer will use their commercially reasonable efforts
(but without any payment of money by Seller or Buyer) to obtain the consent of
the applicable third party for the assignment or transfer of the Delayed
Transfer Assets.

(b) If the transfer or assignment of any Purchased Asset intended to be
transferred or assigned hereunder is not consummated prior to or at the Closing
as a result of Section 2.05(a), then Seller or its Subsidiary shall thereafter,
directly or indirectly, hold such Delayed Transfer Asset for the use and benefit
of Buyer (at the expense of Buyer) insofar as reasonably practicable. In
addition, to the extent not prohibited, Seller shall take or cause to be taken
such other actions as may be reasonably requested by Buyer (including entry into
such cooperative arrangements as may be reasonably acceptable to Buyer and
Seller, including sublease, agency, management, indemnity or payment
arrangements (a “Sharing Arrangement“)) in order to place
Buyer, insofar as reasonably practicable, in substantially the same position as
if such Delayed Transfer Asset had been transferred as contemplated hereby and
so that all the benefits and burdens relating to such Delayed Transfer Asset,
including possession, use, risk of loss, potential for gain, and dominion,
control and command over such Delayed Transfer Asset, are to inure from and
after the Closing to Buyer. To the extent permitted and to the extent otherwise
permissible in light of any required consent, approval, waiver or authorization,
Buyer shall be entitled to, and shall be responsible for, the management of any
Delayed Transfer Assets not yet transferred to it as a result of this Section
2.05 and the parties hereto agree to use commercially reasonable efforts to
cooperate and coordinate with respect thereto.

(c) If and when the consents, approvals, waivers or authorizations, the
absence of which caused the deferral of transfer of any Purchased Asset pursuant
to this Section 2.05, are obtained, the transfer of the applicable Delayed
Transfer Asset to Buyer shall automatically and without further action be
effected in accordance with the terms of this Agreement. For the avoidance of
doubt, the covenants set forth in this Section 2.05 apply pre-Closing and
post-Closing.

(d) Neither Seller nor any of its Subsidiaries shall be obligated, in
connection with the provisions of this Section 2.05, to expend any money unless
the necessary funds are advanced by Buyer, other than reasonable out-of-pocket
recording or similar fees, all of which shall be promptly reimbursed by Buyer
except as otherwise specifically provided in this Agreement.

(e) The parties hereto further agree that, provided that Seller or its
Subsidiary and Buyer have entered into a Sharing Arrangement with respect to a
Delayed Transfer Asset or to the extent that Buyer otherwise receives the use or
benefit of a Delayed Transfer Asset, (i) such Delayed Transfer Asset shall be
treated for all income Tax purposes as an asset of Buyer and (ii) neither Buyer
nor Seller shall take, and each of Buyer and Seller shall prevent any of their
respective Affiliates from taking, any position inconsistent with such treatment
for any income Tax purposes (unless required by a change in applicable income
Tax law or a good faith resolution of a contest).

Section 2.06. Purchase Price; Allocation of Purchase Price. (a) The
purchase price (the “Purchase Price“) for the Purchased Assets
shall be the sum of (i) the Adjusted Cash Amount, (ii) the Inventory Value and
(iii) the Aggregate Capital Expenditures Amount. The Purchase Price shall be
paid as provided in Section 2.07 and shall be subject to adjustment as provided
in Sections 2.08, 2.09 and 2.10.

(b) As promptly as practicable, but not later than 60 days after the Closing,
Buyer shall deliver to Seller a statement (the “Allocation
Statement“), allocating the Purchase Price (plus Assumed Liabilities,
to the extent properly taken into account under Section 1060 of the Code) among
the Purchased Assets in accordance with Section 1060 of the Code (the
“Allocation“). If within 30 days after the delivery of the
Allocation Statement Seller notifies Buyer in writing that Seller objects to the
allocation set forth in the Allocation Statement, Buyer and Seller shall use
commercially reasonable efforts to resolve such dispute within 30 days. In the
event that Buyer and Seller are unable to resolve such dispute within 30 days
Buyer and Seller shall jointly retain a nationally recognized accounting firm
(the “Accounting Referee“) to resolve the disputed items. Upon
resolution of the disputed items, the allocation reflected on the Allocation
Statement shall be adjusted to reflect such resolution. The costs, fees and
expenses of the Accounting Referee shall be borne equally by Buyer and Seller.

(c) Seller and Buyer agree to (i) be bound by the Allocation Statement and
(ii) act in accordance with the Allocation in the preparation, filing and audit
of any Tax return (including filing Form 8594 with its federal income Tax return
for the taxable year that includes the date of the Closing).

(d) If an adjustment is made with respect to the Purchase Price pursuant to
Section 2.08 or, after the Closing, Section 2.08, Section 2.09, Section 2.10 or
Section 12.02, the Allocation Statement shall be adjusted in accordance with
Section 1060 of the Code and as mutually agreed by Buyer and

Seller. In the event that an agreement is not reached within 30 days after
the determination of the applicable adjustment, any disputed items shall be
resolved in the manner described in Section 2.06(b). Buyer and Seller agree to
file any additional information return required to be filed pursuant to Section
1060 of the Code and to treat the Allocation Statement as adjusted in the manner
described in Section 2.06(b).

(e) Not later than 30 days prior to the filing of their respective Forms 8594
relating to this transaction, each party shall deliver to the other party a copy
of its Form 8594.

(f) No later than 20 Business Days prior to Closing, Seller shall deliver to
Buyer a proposed schedule (the “Proposed Wisconsin Tax
Schedule“) that, for purposes of computing the amount of “real estate
transfer fees” required by the state of Wisconsin to be paid on the sale of the
Purchased Assets (the “Wisconsin Real Estate Transfer Fees“),
sets forth either (i) the percentage of the Purchase Price that will be
allocated to those Purchased Assets constituting “real property” as defined
under the laws of the state of Wisconsin or (ii) a methodology for determining
such percentage. Buyer and Seller shall work in good faith to reach agreement on
any revisions to the Proposed Wisconsin Tax Schedule and to finalize the revised
Proposed Wisconsin Tax Schedule (such final schedule, the “Wisconsin Tax
Schedule“) no later than 10 Business Days prior to Closing. If Buyer
and Seller are unable to reach an agreement 10 Business Days prior to Closing,
then Buyer and Seller shall jointly retain an Accounting Referee to resolve the
dispute in accordance with the procedures set forth in Section 2.11. The
Accounting Referee shall make a final determination as promptly as practicable,
but in no event later than 10 days before payment of the real estate transfer
fees described in the Wisconsin Tax Schedule are due pursuant to Applicable Law.
Upon resolution of the dispute, the percentage or methodology (as applicable)
set forth in the Wisconsin Tax Schedule shall be adjusted to reflect such
resolution, and Buyer and Seller agree to be bound by such adjusted Wisconsin
Tax Schedule. Adjustments to the Wisconsin Real Estate Transfer Fees shall be
made in accordance with this Section 2.06(f) following any post-Closing
adjustments to the Purchase Price pursuant to Section 2.08, Section 2.09 or
Section 2.10.

Section 2.07. Closing. The closing (the “Closing“)
of the purchase and sale of the Purchased Assets and the assumption of the
Assumed Liabilities hereunder shall take place at the offices of Davis Polk
& Wardwell LLP, 450 Lexington Avenue, New York, New York, as soon as
possible, but in no event later than the second Business Day, after satisfaction
or waiver of the conditions set forth in Article 11 (other than conditions that
by their nature are to be (and will be) satisfied at Closing) or at such other
time or place as Buyer and Seller may agree; provided, however, that if
pursuant to the foregoing the Closing would occur on a date that is earlier than
30 days after the date Seller delivers the Interim Financial Statements to
Buyer, then the Closing shall occur on the earlier of (i) the date that is 30
days (or if such date is not a Business Day, on the first Business

Day after the end of such 30 day period) after the date on which Seller
delivers the Interim Financial Statements to Buyer and (ii) the first Business
Day after the day on which Buyer consummates the Financing. The Closing shall be
deemed to be effective as of 11:59:59 p.m. Central time on the Closing Date. At
the Closing:

(a) Buyer shall deliver to Seller (and/or one or more Subsidiaries of Seller
as directed by Seller) an amount in cash equal to the sum of (i) the Cash Amount
as adjusted by the Estimated Closing Proration Adjustment Amount, (ii) the
Estimated Inventory Value, (iii) Seller153s good faith estimate of the Aggregate
Capital Expenditures Amount (the “Estimated Aggregate Capital
Expenditures Amount“) (which good faith estimate will be delivered by
Seller to Buyer no later than 5 Business Days prior to Closing) and (iv) if
applicable, the Initial Hydrocarbon Inventory Tax Amount, in immediately
available funds by wire transfer to such account(s) of Seller and/or its
Subsidiaries as designated by Seller, by notice to Buyer, not later than 2
Business Days prior to the Closing Date (or if not so designated, then by
certified or official bank check payable in immediately available funds to the
order of Seller and/or the applicable Subsidiaries in such amount).

(b) Seller and/or its Subsidiaries and Buyer shall enter into an Assignment
and Assumption Agreement and Bill of Sale substantially in the form attached
hereto as Exhibit A, Seller shall deliver or cause to be delivered to Buyer duly
executed special warranty deed(s) substantially in the form attached hereto as
Exhibit G and, subject to the provisions hereof, Seller shall deliver or cause
to be delivered to Buyer such other deeds, bills of sale, endorsements,
consents, assignments and other good and sufficient instruments of conveyance
and assignment as the parties and their respective counsel shall deem reasonably
necessary to vest in Buyer all of Seller153s and its Subsidiaries153 right, title
and interest in, to and under the Purchased Assets (it being expressly
understood that such deeds, bills of sale, endorsements, consents, assignments
and other instruments shall not require Seller or its Subsidiaries or any other
Person to make any additional representations, warranties or covenants, express
or implied, not contained in this Agreement).

(c) Seller (and/or its applicable Subsidiaries) and Buyer shall enter into
(i) the Transition Services Agreement and (ii) the Crude Supply Agreement.

Section 2.08. Hydrocarbon Inventory and Adjustment. (a) No later
than 5 Business Days prior to the Closing Date, Seller shall deliver to Buyer a
certificate of Seller setting forth Seller153s good faith estimate of the
Inventory Value (the “Estimated Inventory Value“). Such
certificate shall also set forth Seller153s estimates of the ownership, types,
characteristics and volumes, on a tank, trunk, pipeline or other location basis,
of all Hydrocarbon Inventory.

(b) Prior to the Closing, Seller and Buyer shall engage a mutually agreeable
independent inspector (the “Field Inspector“). The Field
Inspector shall measure the Hydrocarbon Inventory as of Closing at the
respective locations of the Hydrocarbon Inventory on the Closing Date;
provided that notwithstanding anything herein to the contrary, (i) the
volumes of all Hydrocarbon Inventory in process units and pipeworks and the
volumes of all tank sludge Hydrocarbon Inventory shall be conclusively
determined as set forth on Exhibit B-1 and shall not be measured by the Field
Inspector or included in the Field Inspector Report, (ii) the volumes of all In
Bound Hydrocarbon Inventory and Outbound Hydrocarbon Inventory (as each such
term is defined on Exhibit B-1) (together, “In Bound / Out Bound
Inventory“) shall be determined as set forth on Exhibit B-1 and shall
not be measured by the Field Inspector or included in the Field Inspector Report
and (iii) crude tank volume compositions shall be determined as set forth on
Exhibit B-2. With respect to the Hydrocarbon Inventory measured by the Field
Inspector, such Hydrocarbon Inventory shall be measured in accordance with the
procedures set forth in Exhibit B-l. Buyer shall not take or permit to be taken
any actions that would reduce the level of Hydrocarbon Inventory between the
time of the Closing and such time that the Field Inspector completes its
measurement procedures unless Buyer and Seller mutually agree upon adjustments
and/or procedures to appropriately account for any such reduction. The Field
Inspector shall issue a written report (the “Field Inspector
Report“) to Buyer and Seller within 10 Business Days after the Closing
Date setting forth the volumes and quantities of the Hydrocarbon Inventory as of
the Closing (to the extent such Hydrocarbon Inventory is measured by the Field
Inspector in accordance with Exhibit B-1) and such volumes and quantities shall
be deemed to be final and binding on Buyer and Seller (absent manifest error).
The fees and expenses of the Field Inspector shall be borne equally by Seller
and Buyer.

(c) As promptly as practicable, but in any event no later than 20 days
following receipt of the Field Inspector Report, Seller shall cause to be
prepared and delivered to Buyer a statement (the “Inventory
Statement“), together with (where applicable) supporting calculations
and information setting forth (i) the volumes and quantities of the In Bound /
Out Bound Inventory as of the Closing Date and determined in accordance with
Exhibit B-1 and (ii) the value of the Hydrocarbon Inventory (the
“Inventory Value“) as of the Closing Date, which value shall be
determined in accordance with the procedures set forth in Exhibit B-2. No later
than 20 days following its receipt of the Inventory Statement Buyer shall give
Seller notice of (i) its acceptance of the Inventory Statement or (ii) specific
and reasonably detailed objections to the valuation and/or (to the extent
expressly permitted in Exhibit B-1) the volumes set forth in the Inventory
Statement (and Buyer shall be deemed to have agreed with all matters set forth
in the Inventory Statement that are not objected to). If Buyer fails to give
such notice before the end of such 20 day period, the Inventory Statement will
be deemed final and binding upon the parties. If Buyer gives such notice to
Seller of Buyer153s objection within such 20 day period, and Buyer and Seller are
unable to resolve the issues in dispute within 10 days after delivery of such
notice of objection, each of Buyer153s and Seller153s positions on the remaining
items in dispute with respect to the computation of the Inventory Value will be
submitted to an independent and qualified party mutually selected by the parties
(the “Inspector“) such as an accounting firm or independent
inspector, for final resolution in accordance with the procedures set forth in
Section 2.11.

(d) If the Inventory Value (as finally determined pursuant to this Section
2.08) minus the Estimated Inventory Value (such difference, the
“Inventory Balance“) is greater than zero, Buyer shall pay to
Seller, without offset or deduction, an amount equal to the Inventory Balance by
wire transfer of immediately available funds to such account or accounts of
Seller or its Subsidiaries as may be designated by Seller. If the amount of the
Inventory Balance is less than zero, then Seller shall pay, or cause to be paid,
to Buyer, without offset or deduction, an amount equal to the absolute value of
the Inventory Balance by wire transfer of immediately available funds to such
account or accounts of Buyer as may be designated by Buyer. Any payment pursuant
to this Section 2.08(d) shall be made within 5 days after the Inventory Value
has been finally determined and shall bear interest from and including the
Closing Date to but excluding the date of payment at a rate per annum equal to
the Interest Rate in effect from time to time during the period from the Closing
Date to the date of payment. Such interest shall be payable at the same time as
the payment to which it relates and shall be calculated on the basis of a year
of 365 days and the actual number of days elapsed.

(e) Each party agrees that, following the Closing, it shall not take any
actions with respect to the accounting books, records, policies and procedures
of itself or its Affiliates that would obstruct or prevent the preparation of
the Inventory Statement as provided in this Section 2.08. From the Closing
through the final determination of the Inventory Value in accordance with this
Section 2.08, Seller and Buyer shall provide one another with reasonable access
at all reasonable times to the personnel, properties, and books and records of
the applicable refinery for purposes of determining the Inventory Value,
including permitting the parties and their respective advisors to participate in
the taking of the physical inventory.

(f) Except as expressly set forth in this Section 2.08 or Section 2.11, Buyer
and Seller shall each bear its own expenses incurred in connection with the
preparation and review of the Inventory Statement.

Section 2.09. Adjustments for Pro-Rated Expenses. (a) Buyer and
Seller agree that the items listed in Section 2.09(a)(i):2.09(a)(vii) (but
excluding any income Taxes and the City of Superior Fee, and without
duplication) and relating to the Business or operation of the Purchased Assets
shall be prorated as of the Closing, with the Seller liable to the extent such
items relate to any time period prior to the Closing, and the Buyer liable to
the extent such items relate to periods on (including those items arising as a
result of the consummation of the transactions contemplated by this Agreement)
or after the Closing (in each case, measured in the same units used to compute
the item in question, or otherwise measured by calendar days), and, in
accordance with Section 2.09(b), the Cash Amount shall be increased by the
amount of Petty Cash and by the pro-rated amount of all such payments made by
Seller and its Subsidiaries prior to the Closing but that are attributable to
periods on or after the Closing and the Cash Amount shall be decreased by the
pro-rated amount of all such payments to be made by Buyer subsequent to the
Closing but that are attributable to periods prior to the Closing:

(i) personal property, real estate and occupancy Taxes, assessments and other
charges, including those of the type that could give rise to a Permitted Lien or
are payable in installments of which any installment is due and payable, if any,
on or with respect to the Business or operation of the Purchased Assets;
provided that the proration of Taxes referred to in this Section
2.09(a)(i) shall be made in accordance with Article 8;

(ii) rent, Taxes and all other items (including prepaid services or goods not
included in Hydrocarbon Inventory) payable by or to the Seller or its
Subsidiaries under any Assigned Contracts;

(iii) any permit fees, license fees, registration fees or other similar fees
with respect to any Business Permits;

(iv) sewer rents and charges for water, telephone, electricity and other
utilities;

(v) other fees or charges imposed by any Governmental Authority;

(vi) the Prepayments (other than those set forth on Section 2.09(a)(vi) of
the Seller Disclosure Schedule), it being understood that for purposes of this
Section 2.09(a)(vi), any deposit or similar payment securing a performance
obligation will be deemed to be a Prepayment that relates to periods after the
Closing Date regardless of actual timing of the performance obligation; and

(vii) payments under the Assigned Contracts; provided that if Seller
or any of its Subsidiaries or Buyer or any of its Affiliates makes any payment
to a third party pursuant to any Assigned Contract and (i) such payment is made
in respect of work performed, services provided or goods delivered during a
period of time that includes the Closing or (ii) the Closing occurs between the
making of such payment and the performance of the work or services or delivery
of goods, the parties will allocate the burden of such payment in a manner that
reflects the relative benefit of such work performed, services provided or goods
delivered to each party.

For the avoidance of doubt, the parties agree that for purposes of
determining the pro-rations pursuant to this Section 2.09(a), the Closing Date
will be included in the time period for which Seller is responsible, except to
the extent the relevant matter arises as a result of the consummation of the
transactions contemplated by this Agreement.

(b) At Closing, the Cash Amount shall be increased or decreased (as
applicable) by an amount equal to Seller153s good faith estimate of the amount of
Petty Cash and the prorations referred to in Section 2.09(a) (such estimate, the
“Estimated Closing Proration Adjustment Amount“), and a further
adjustment to account for the difference between the estimated amounts and the
actual amounts (the “Post-Closing Proration Adjustment
Amount“) shall be made after the Closing by mutual agreement of Seller
and Buyer within 45 days after the Closing Date (or 120 days of the Closing
Date, in the case of prorations referred to in Section 2.09(a)(i)) and no
further adjustment payment in respect of Petty Cash and such prorations shall be
made thereafter. The prorations relating to a time period shall be based on the
number of days in a year or other appropriate period (a) through and including
the Closing Date and (b) after the Closing Date. The Seller and the Buyer agree
to furnish each other with such documents and other records as may be reasonably
requested in order to confirm all adjustment and proration calculations made
pursuant to Section 2.09(a) and this Section 2.09(b). If Seller and Buyer are
not able to mutually agree on a Post-Closing Proration Adjustment Amount within
the period specified above, Buyer and Seller shall jointly retain an Accounting
Referee to resolve the dispute in accordance with the procedures set forth in
Section 2.11. Any post-Closing payment pursuant to this Section 2.09(b) shall be
made within 5 days after the Post-Closing Proration Adjustment Amount has been
finally determined, whether by mutual agreement or dispute resolution (the
“Post-Closing Adjustment Date“), and shall bear interest from
and including the Post-Closing Adjustment Date to but excluding the date of
payment at a rate per annum equal to the Interest Rate in effect from time to
time during the period from the Closing Date to the date of payment. Such
interest shall be payable at the same time as the payment to which it relates
and shall be calculated on the basis of a year of 365 days and the actual number
of days elapsed.

Section 2.10. Adjustments For Certain Capital Expenditures. (a)
Promptly following the Closing, but in no event later than 45 days thereafter,
Seller shall provide Buyer with a statement setting forth in reasonable detail
its calculation of the Aggregate Capital Expenditures Amount, which statement
shall be accompanied by copies of the applicable vendor invoices for the
expenses shown to the extent available, and such other supporting documentation
as Buyer reasonably requests; it being understood that Seller shall be
responsible for all payments owing to vendors for all capital expenditures
reflected in such statement. Buyer shall be deemed to have agreed with the
amount set forth on such statement unless Buyer notifies Seller in writing of
its disagreement within 20 days of Buyer153s receipt of such statement. If Buyer
so notifies Seller, Seller and Buyer shall work in good faith to resolve any
such disagreement as promptly as practicable, but in any event within 10 days of
such notification. If Seller and Buyer are not able to mutually agree on a
determination of the Aggregate Capital Expenditures Amount within the period
specified above, Buyer and Seller shall jointly retain an Accounting Referee to
resolve the dispute in accordance with the procedures set forth in Section 2.11.
If the Final Aggregate Capital Expenditures Amount exceeds the Estimated
Aggregate Capital Expenditures Amount, Buyer

shall pay promptly to Seller, without offset or deduction, the amount of such
excess to such account or accounts as may be designated by Seller. If the
Estimated Aggregate Capital Expenditures Amount exceeds the Final Aggregate
Capital Expenditures Amount, Seller shall promptly pay to Buyer, without offset
or deduction, the amount of such excess to such account or accounts as may be
designated by Buyer. As used herein, “Final Aggregate Capital
Expenditures Amount” means the amount set forth on the statement
delivered by Seller pursuant to this Section 2.10 (if Buyer does not notify
Seller of a disagreement as set forth herein) or the Aggregate Capital
Expenditures Amount that has been finally determined, whether by mutual
agreement or dispute resolution.

(b) Any payment pursuant to this Section 2.10 shall be made within 5 days
after the Final Aggregate Capital Expenditures Amount has been determined and
shall bear interest from and including the Closing Date to but excluding the
date of payment at a rate per annum equal to the Interest Rate in effect from
time to time during the period from the Closing Date to the date of payment.
Such interest shall be payable at the same time as the payment to which it
relates and shall be calculated on the basis of a year of 365 days and the
actual number of days elapsed.

Section 2.11. Dispute Resolution.

(a) In the case of any dispute submitted to an Accounting Referee or an
Inspector pursuant to this Agreement, (i) the Inspector or Accounting Referee,
as applicable, shall only consider those items as to which Buyer and Seller
disagree, (ii) each party will furnish to the Inspector or Accounting Referee,
as applicable, such work papers and other documents and information relating to
the disputed issues as the Inspector or Accounting Referee, as applicable, may
request and are available to such party, and will be afforded the opportunity to
present to the Inspector or Accounting Referee, as applicable, any material
relating to such issues and to discuss the same with the Inspector or Accounting
Referee, as applicable, (iii) the Inspector153s or Accounting Referee153s
determination or computation of the applicable final amount or value shall be
binding and conclusive on the parties and will be deemed to be final (provided
that with respect to each item in dispute, the Inspector153s or Accounting
Referee153s determination or computation of the applicable final amount or value
shall be within the bounds of the applicable amount or value submitted by Buyer,
on the one hand, and Seller, on the other hand, with respect to such item) and
judgment thereupon may be entered in any court having jurisdiction over the
party against which the same is sought to be enforced and (iv) the fees and
expenses of the Inspector or Accounting Referee, as applicable, for such
determination will be borne by the Buyer, on the one hand, and the Seller, on
the other hand, in the same proportion that the dollar amount of disputed items
lost by the Buyer, on the one hand, or the Seller, on the other hand, bears to
the total dollar amount in dispute that is resolved by the Inspector or
Accounting Referee, as applicable.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF SELLER

Except as set forth in the Seller Disclosure Schedule, Seller represents and
warrants to Buyer as of the date hereof that:

Section 3.01. Corporate Existence and Power. Each of Seller and each
Subsidiary that is transferring any Purchased Assets hereunder is an entity duly
organized, validly existing and (to the extent applicable) in good standing
under the laws of its jurisdiction of organization and has all corporate or
other powers required to carry on its business as currently conducted. Each of
Seller and each Subsidiary that is transferring any Purchased Assets hereunder
is duly qualified to do business as a foreign corporation and is in good
standing in each jurisdiction where such qualification is necessary, except for
those jurisdictions where failure to be so qualified or to be in good standing
would not, individually or in the aggregate, have a Material Adverse Effect.

Section 3.02. Corporate Authorization. The execution, delivery and
performance by Seller of this Agreement and the consummation of the transactions
contemplated hereby are within Seller153s corporate powers and have been duly
authorized by all necessary corporate action on the part of Seller. This
Agreement constitutes a valid and binding agreement of Seller enforceable
against Seller in accordance with its terms (subject to applicable bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and other laws
affecting creditors153 rights generally and general principles of equity).

Section 3.03. Governmental Authorization. The execution, delivery
and performance by Seller of this Agreement and the consummation of the
transactions contemplated hereby require no action by or in respect of, or
filing with, any Governmental Authority other than (i) compliance with any
applicable requirements of the HSR Act; (ii) compliance with the matters set
forth on Section 3.03 of the Seller Disclosure Schedule; (iii) compliance with
any applicable requirements of the 1934 Act; and (iv) any such action or filing
as to which the failure to make or obtain would not reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect.

Section 3.04. Noncontravention. The execution, delivery and
performance by Seller of this Agreement and the consummation of the transactions
contemplated hereby do not and will not (i) violate the certificate of
incorporation or bylaws or equivalent organizational documents of Seller or any
Subsidiary of Seller that is transferring any Purchased Assets hereunder, (ii)
assuming compliance with the matters referred to in Section 3.03, violate any
Applicable Law, (iii) constitute a default under or give rise to any right of
termination, cancellation or acceleration of any right or obligation or to a
loss of any benefit relating to the Business to which Seller or any Subsidiary
of Seller that is transferring any Purchased Assets hereunder is entitled under
any provision of any Contract or other instrument binding upon Seller or such
Subsidiary or

(iv) result in the creation or imposition of any Lien on any Purchased Asset,
except for Permitted Liens, with such exceptions, in the case of each of clauses
(ii) through (iv), as would not reasonably be expected to have, individually or
in the aggregate, a Material Adverse Effect.

Section 3.05. Financial Statements. Attached as Section 3.05 of the
Seller Disclosure Schedule are true and complete copies of the balance sheets
for the Business as of December 31, 2010 and December 31, 2009 and the related
statements of operations and cash flow for the years ended December 31, 2010,
December 31, 2009 and December 31, 2008 (collectively, the “Business
Financial Statements“). Except as disclosed in the footnotes to the
Business Financial Statements, the Business Financial Statements present fairly
in all material respects the financial position and results of operations and
cash flow of the Business as of the dates and for the relevant periods of such
statements in conformity with GAAP applied on a consistent basis throughout the
periods involved. There is no liability or obligation of any kind, whether
accrued, absolute, fixed, contingent, or otherwise, relating to the Purchased
Assets and the Business that is not reflected or reserved against in the Balance
Sheet, other than (i) liabilities incurred in the Ordinary Course of Business
since December 31, 2010, (ii) any such liabilities or obligations that would not
be required to be presented on the face of financial statements prepared in
conformity with GAAP, in a manner consistent with past practice, in the
preparation of the Business Financial Statements, (iii) any such liabilities or
obligations that would not reasonably be expected to be material to the
Business, taken as a whole or (iv) any such liabilities or obligations under any
Assigned Contract, other than as a result of Seller153s or its Subsidiaries153
breach of any Assigned Contract prior to Closing.

Section 3.06. Absence of Certain Changes. (a) Since the Balance
Sheet Date, the Business has in all material respects been conducted in the
Ordinary Course of Business and there has not been any event, occurrence,
development or state of circumstances or facts that has had or would reasonably
be expected to have, individually or in the aggregate, a Material Adverse
Effect.

(b) From the Balance Sheet Date until the date hereof, there has not been any
action taken by Seller or its Subsidiaries that, if taken during the period from
the date of this Agreement through the Closing Date without Buyer153s consent,
would constitute a breach of Section 5.01(a), Section 5.01(b), or (to the extent
relating to any of the foregoing Sections) Section 5.01(j).

Section 3.07. Material Contracts. (a) Except as set forth on Section
3.07(a) of the Seller Disclosure Schedule, as of the date hereof neither Seller
nor any of its Subsidiaries is a party to or bound by any of the following
relating exclusively to the Business:

(i) any lease of personal property providing for annual rentals of $2,000,000
or more that cannot be terminated on not more than 60 days153 notice without
payment by Seller or any of its Subsidiaries of any material penalty;

(ii) any Purchase Agreements (other than agreements for the purchase of any
materials, supplies or goods on a spot market basis) providing for either (A)
annual payments by Seller or any of its Subsidiaries of $2,000,000 or more or
(B) aggregate payments by Seller or any of its Subsidiaries of $4,000,000 or
more, in each case other than any Purchase Agreement (i) that can be terminated
on not more than 60 days153 notice without payment by Seller or any of its
Subsidiaries of any material penalty or (ii) with respect to which no delivery
or payment obligations remain outstanding;

(iii) any Supply Agreements (other than agreements for the sale of any
materials, supplies or goods on a spot market basis) that provides for annual
payments to Seller or any of its Subsidiaries of $2,000,000 or more or aggregate
payments to Seller or any of its Subsidiaries of $4,000,000 or more, in each
case other than any Supply Agreement (i) that can be terminated on not more than
60 days153 notice without payment by Seller or any of its Subsidiaries of any
material penalty or (ii) with respect to which no delivery or payment
obligations remain outstanding;

(iv) any material partnership, joint venture or other similar agreement or
arrangement;

(v) any agreement relating to the acquisition or disposition of any material
business (whether by merger, sale of stock, sale of assets or otherwise);

(vi) any agreement relating to indebtedness for borrowed money or the
deferred purchase price of property (in either case, whether incurred, assumed,
guaranteed or secured by any asset), except any such agreement with an aggregate
outstanding principal amount not exceeding $2,000,000;

(vii) any agreement that materially limits the freedom of Seller or any of
its Subsidiaries to compete in any line of business or with any Person or in any
area;

(viii) any material Seller PMPA Franchise Agreement; or

(ix) other than Real Property Leases, Purchase Agreements and Supply
Agreements, any other agreement, commitment or arrangement not otherwise
referred to in Sections 3.07(a)(i) – 3.07(a)(viii) (whether or not in excess of
the dollar thresholds set forth in such sections), including any agreements with
Business Contractors, that has a term greater than one year and requires
payments in excess of $500,000 per contract year or aggregate payments in excess
of $2,500,000 (in each case other than such agreements (i) that can be
terminated on not more than 60 days153 notice without payment by Seller or any of
its Subsidiaries of any material penalty or (ii) with respect to which no
delivery or payment obligations remain outstanding).

(b) Except as set forth on Section 3.07(b) of the Seller Disclosure Schedule
and other than agreements (i) for the purchase or sale of any materials,
supplies or goods on a spot market basis or (ii) with respect to which no
delivery or payment obligations remain outstanding, as of the date hereof
neither Seller nor any of its Subsidiaries is a party to or bound by any
material Intra-Company Agreement.

(c) Each agreement, commitment or arrangement required to be disclosed
pursuant to Section 3.07(a) (each, a “Material Contract“) is a
valid and binding agreement of Seller or one of its Subsidiaries and is in full
force and effect, and none of Seller or any of its Subsidiaries or, to the
knowledge of Seller, any other party thereto is in default or breach in any
respect under the terms of any such Material Contract, except for any such
failures to be valid and binding or in full force and effect, defaults or
breaches which would not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect.

Section 3.08. Litigation. As of the date hereof, there is no action,
suit, investigation or proceeding pending against, or to the knowledge of
Seller, threatened against, Seller or any of its Subsidiaries with respect to
the Business before any arbitrator or any Governmental Authority which is
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect or which in any manner challenges or seeks to prevent, enjoin, alter or
materially delay the transactions contemplated by this Agreement.

Section 3.09. Compliance with Laws and Court Orders. Neither Seller
nor any of its Subsidiaries is in violation of any Applicable Law relating to
the Purchased Assets or the conduct of the Business, except for violations that
have not had and would not reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect.

Section 3.10. Properties. (a) Sections 2.01(a) and 2.01(b) of the
Seller Disclosure Schedule correctly identify all real property owned in fee by
Seller or its Subsidiaries and all property leased by Seller or its
Subsidiaries, respectively, used or held for use exclusively in the operation of
the Business (collectively, the “Real Property“).

(b) Seller or one of its Subsidiaries has good and (with respect to owned
interests in real estate) marketable (subject to any Permitted Liens) title to,
or in the case of any Leased Real Property or leased personal property, has
valid leasehold interests in, all Purchased Assets, except for properties and
assets sold in the Ordinary Course of Business or where the failure to have such
good and marketable title or valid leasehold interest would not reasonably be
expected to be material to the Business. No Purchased Asset is subject to any
Lien, except:

(i) Liens disclosed on Section 3.10(b)(i) of the Seller Disclosure Schedule;

(ii) Liens disclosed on the Balance Sheet or notes thereto or securing
liabilities reflected on the Balance Sheet or notes thereto;

(iii) Liens for taxes, assessments and similar charges that are not yet due
or are being contested in good faith;

(iv) mechanic153s, materialman153s, carrier153s, repairer153s and other similar Liens
arising or incurred in the Ordinary Course of Business or that are not yet due
and payable or are being contested in good faith and for which adequate reserves
have been made;

(v) undetermined or inchoate liens or charges constituting or securing the
payment of expenses which were incurred incidental to the conduct of the
operations of the Business or the operation of the Purchased Assets;

(vi) Liens created by law or which arise from leases, easements,
rights-of-way or other real property interests for compliance with the terms of
such leases, easements, rights-of-way or other real property interests
(including the payment of rental fees or other charges); provided, that
the same individually and in the aggregate do not materially interfere with the
operation or use of the Purchased Assets or the Business as currently operated;

(vii) all reservations of record of minerals (without right of surface entry)
in and under or that may be produced from any of the lands constituting part of
the Real Property or on which any of the Purchased Assets are located;

(viii) all easements, rights-of-way and restrictive covenants of record, and
all discrepancies, shortages in area, conflicts in boundary lines, encroachments
or protrusions, or overlapping of improvements, defects, irregularities and
other matters affecting the Real Property or the Facilities which (A)
individually and in the aggregate do not materially detract from the value of
the Purchased Asset as currently used or materially interfere with the operation
or use of the Purchased Asset or the Business as currently operated and (B)
would not reasonably be expected to be material to the Business;

(ix) any defect that has been cured by applicable statutes of limitations or
statutes for prescription;

(x) any defect affecting (or the termination or expiration of) any easement,
right-of-way, leasehold interest, license or other real property interest which
is replaced prior to Closing at Seller153s sole cost by an easement, right-of-way,
leasehold interest, license or other real property interest constituting part of
the Purchased Assets covering substantially the same rights to use the land or
the portion thereof used by Seller or its Subsidiaries in connection with the
operation of the Business or Facilities;

(xi) rights reserved to or vested in any Governmental Authority to control or
regulate any of the Purchased Assets or the operations of the Business or
Facilities and any rights under Applicable Law, including any building or zoning
ordinances;

(xii) existing leases, licenses and similar agreements to the extent such
constitute Assigned Contracts;

(xiii) acts done or suffered to be done by, and judgments against, Buyer or
its Affiliates and those claiming by, through or under Buyer or its Affiliates;

(xiv) any agreement or contract entered into by the parties in accordance
with the terms of this Agreement;

(xv) all matters of record as of the date hereof, but excluding any monetary
Liens, purchase options and rights of first refusal;

(xvi) Liens incurred in the Ordinary Course of Business since the Balance
Sheet Date; or

(xvii) other Liens which (A) individually and in the aggregate do not
materially detract from the value of the Purchased Asset as currently used or
materially interfere with the operation or use of the Purchased Asset or the
Business as currently operated and (B) would not reasonably be expected to be
material to the Business (clauses (i) – (xvii) of this Section 3.10(b) are,
collectively, the “Permitted Liens“).

(c) Except for services provided pursuant to the Transition Services
Agreement (and the assets related thereto), the Purchased Assets and the rights
provided to Buyer pursuant to Article 10 (subject to the limitations set forth
therein, including Section 10.03(c)) constitute all of the material property and
assets owned or leased by Seller or its Subsidiaries necessary to or used
exclusively in the conduct of the Business and are generally adequate to conduct
the Business as currently conducted. For the avoidance of doubt, the failure to
obtain any consent, approval, waiver or authorization required in connection
with any transfer or assignment to Buyer of a Purchased Asset shall not in and
of itself constitute a breach of this Section 3.10(c) or any other
representation or warranty

in this Agreement. There are no assets, licenses, Contracts or Permits which
are material to the Business, taken as a whole, that are used or held for use
primarily but not exclusively in connection with the Business, except for those
set forth on Section 3.10(c) of the Seller Disclosure Schedule under the heading
“Non-Exclusive Assets”. For the avoidance of doubt, all tangible Equipment and
inventories located at the Facilities shall be deemed to be used exclusively in
the Business.

(d) Each of the Real Property Leases and Easements is a valid and binding
agreement of Seller or one of its Subsidiaries and is in full force and effect,
and none of Seller or any of its Subsidiaries or, to the knowledge of Seller,
any other party thereto, is in default or breach in any respect under the terms
of any such Real Property Lease or Easement, nor, to the knowledge of Seller,
has any event occurred that with the passage of time or the giving of notice or
both would create a default under the terms of any such Real Property Lease or
Easement by any party thereto, except for any such failures to be valid and
binding or in full force and effect, defaults or breaches which would not
reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect.

(e) Except as would not reasonably be expected to be material to the
Business, Seller has not received any written notice (i) for assessments for
public improvements against any of the Owned Real Property, Leased Real Property
or Easements or (ii) regarding any pending condemnation, eminent domain or
similar proceeding affecting all or any portion of any of the Owned Real
Property, Leased Real Property or Easements.

Section 3.11. Intellectual Property. (a) Section 3.11(a) of the
Seller Disclosure Schedule contains a list of all material registrations and
applications for registration included in the Owned Intellectual Property Rights
and the Franchise Licensed Marks.

(b) Section 3.11(b) of the Seller Disclosure Schedule sets forth a list of
all agreements as to which Seller or any of its Subsidiaries is a party and
pursuant to which any Person is authorized to use any material Owned
Intellectual Property Right or any material Franchise Licensed Mark.

(c) No Owned Intellectual Property Right or Franchise Licensed Mark is
subject to any outstanding judgment, injunction, order, decree or agreement
restricting the use thereof by Seller or any of its Subsidiaries with respect to
the Business or restricting the licensing thereof by Seller or any of its
Subsidiaries to any Person, except for any judgment, injunction, order, decree
or agreement which would not reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect.

(d) Except as would not reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect, (i) the conduct of the Business, as
currently conducted, does not infringe or otherwise violate the Intellectual
Property Rights of any Person and (ii) to the knowledge of Seller, no Person has
infringed or otherwise violated any Owned Intellectual Property Right or
Franchise Licensed Mark.

Section 3.12. Insurance Coverage. Seller and/or its Subsidiaries
maintain adequate insurance coverage in accordance with reasonable commercial
standards, including material insurance policies and fidelity bonds, in each
case in respect of the Purchased Assets and the business and operations of the
Business and its employees. Excluding insurance policies that have expired and
have been replaced in the Ordinary Course of Business, no material insurance
policy held Seller or its Subsidiaries and applicable to the Purchased Assets or
the Business has been cancelled within the last 2 years prior to the date
hereof. Section 3.12 of the Seller Disclosure Schedule contains, as of the date
hereof, an accurate and complete list of all material outstanding claims to the
extent relating to the Purchased Assets or the Business under the insurance
policies held by Seller or its Subsidiaries and applicable to the Purchased
Assets or the Business.

Section 3.13. Finders153 Fees. Except for Goldman, Sachs & Co.,
whose fees will be paid by Seller, there is no investment banker, broker, finder
or other intermediary which has been retained by or is authorized to act on
behalf of Seller who might be entitled to any fee or commission in connection
with the transactions contemplated by this Agreement.

Section 3.14. Employees; Labor Issues. (a) Section 3.14(a) of the
Seller Disclosure Schedule sets forth a true and complete list as of the date
hereof of the names, titles, annual salaries and most recent annual bonus of all
Business Employees whose annual base salary exceeds $150,000.

(b) Other than the Collective Bargaining Agreement, there is no collective
bargaining agreement or other labor agreement with any union, labor organization
or employee association to which Seller or any of its Subsidiaries are a party
covering any Business Employees. To the knowledge of Seller, as of the date
hereof, there is no effort, activity or proceeding of any union, labor
organization or employee association (or a representative thereof) to organize
any Business Employees. As of the date hereof, (i) there are no pending or, to
the knowledge of Seller, threatened, labor strikes, walkouts, work stoppages,
slowdowns or lockouts with respect to Business Employees and (ii) there are no
disputes with respect to the Business Employees except as would not reasonably
be expected to be material to the Business, taken as a whole.

(c) Seller is and has been for the past 5 years in compliance in all material
respects with all, and to the knowledge of Seller, is not under investigation
with respect to and has not been threatened to be charged with or given notice
of any material violation of any, Applicable Laws pertaining to labor

and employment and related to the ownership and operation of the Purchased
Assets or the Business, including but not limited to employment practices, terms
and conditions of employment, payment of compensation, Contracts of employment,
collective bargaining, non-discrimination and affirmative action, plant closing
and mass layoff, family and medical leave, immigration, health and safety, wages
and hours, payment of unemployment benefits and taxes and workers153 compensation,
including but not limited to Title VII of the Civil Rights Act of 1964, the
Equal Pay Act, Executive Order 11246 and its implementing regulations, the Fair
Labor Standards Act, the Americans with Disabilities Act, the Age Discrimination
in Employment Act, the Older Worker Benefit Protection Act, the Family Medical
Leave Act (“FMLA“), the Worker Adjustment and Retraining
Notification Act (the “WARN Act“) and any similar Laws
addressing plant closings or mass layoffs, ERISA, the Immigration Reform and
Control Act of 1986, the Occupational Safety and Health Act of 1970 and its
implementing regulations, as amended, and the National Labor Relations Act and
the Code, in each case that would reasonably be expected to result in a material
liability. Since January 1, 2005 to the date hereof, there has not been any
material strike, work stoppage or slow-down.

(d) Except as set forth on Section 3.14(d) of the Seller Disclosure Schedule,
none of the Business Employees or any past employees of Seller or its
Subsidiaries who were employed in the Business and located at the Facilities has
a pending or, to the knowledge of Seller, threatened material claim against
Seller or its Subsidiaries. Except as set forth on Section 3.14(d) of the Seller
Disclosure Schedule, neither Seller nor any of its Subsidiaries has pending
against it related to the Purchased Assets or the Business any material unfair
labor practice charges or other material administrative charges, claims,
grievances, actions, proceedings or lawsuits before any Governmental Authority
or arbitrator arising under any Applicable Law governing employment. Except as
set forth on Section 3.14(d) of the Seller Disclosure Schedule, neither Seller
nor any of its Subsidiaries has received written or, to the knowledge of Seller,
oral notice of intent of any Governmental Authority responsible for the
enforcement of any labor or employment laws, regulations or executive orders to
conduct an investigation or review with respect to Seller153s employment policies
or practices that would reasonably be expected to result in a liability which
would be material to the Business, taken as a whole.

(e) Except as set forth on Section 3.14(e) of the Seller Disclosure Schedule,
Seller has no employment agreement or other arrangement with any of the Business
Employees that provide for anything other than at-will employment; and unless
set forth on Section 3.14(e) of the Seller Disclosure Schedule, all Business
Employees are terminable at will and no severance or other amounts are payable
to such employees upon termination of employment, other than with respect to
vested rights under applicable benefit plans. Any material Contract relating to
the employment of any Business Employee pursuant to which Seller or any of its
Subsidiaries is or may become obligated to make any material severance,
termination, change of control, bonus or relocation payment is

included on Section 3.14(e) of the Seller Disclosure Schedule. Except with
respect to wages, severance, employee benefits and other employment related
obligations accrued in the Ordinary Course of Business, Seller is not indebted
to or a creditor of any Business Employee. Neither Seller nor any of its
Subsidiaries is in material breach of any existing employment or independent
contractor Contract related to the Business and, as of the date hereof, has not
received written notice that any management-level Business Employee intends to
terminate his or her employment with Seller, whether in connection with this
transaction or not.

Section 3.15. Employee Benefit Plans. (a) Seller has made available
to Buyer a list of and copies of each material written “employee benefit plan”,
as defined in Section 3(3) of ERISA, each material written employment, severance
or similar contract, plan, arrangement or policy and each other material written
plan or arrangement (and a written descriptions of the terms and conditions of
each material unwritten plan, Contract or policy) providing for compensation,
bonuses, profit-sharing, stock option or other stock related rights or other
forms of incentive or deferred compensation, vacation benefits, insurance
(including any self-insured arrangements), health or medical benefits, employee
assistance program, disability or sick leave benefits, workers153 compensation,
supplemental unemployment benefits, severance benefits and post-employment or
retirement benefits (including compensation, pension, health, medical or life
insurance benefits) which is maintained, administered or contributed to by
Seller or any of its ERISA Affiliates and covers any Business Employee or any
beneficiary thereof (and, if applicable, related trust or funding agreements or
insurance policies) and all amendments thereto and written interpretations
thereof have been made available to Buyer, together with, to the extent
applicable with respect to each such plan or trust, (i) the most recent annual
report (Form 5500 including, if applicable, Schedule B thereto) and Form 990, if
applicable, (ii) the most recent actuarial valuation, (iii) the most recent
summary plan description and any summaries of material modifications thereto,
and (iv) any trust agreement, funding agreement or insurance policy (and any
amendments thereto). Such plans, Contracts and policies are set forth on Section
3.15(a) of the Seller Disclosure Schedule and referred to collectively herein as
the “Employee Plans“.

(b) None of Seller, any ERISA Affiliate of Seller and any predecessor
thereof, sponsors, maintains or contributes to, or has any material liability or
obligation under or relating to, or has in the past 6 calendar years sponsored,
maintained or contributed to, a Title IV Plan.

(c) None of Seller, any ERISA Affiliate and any predecessor thereof
contributes to, or has in the past 6 calendar years contributed to, or has any
material liability or obligation under or relating to, any multiemployer plan,
as defined in Sections 3(37) or 4001(a)(3) of ERISA.

(d) Each Employee Plan which is intended to be qualified under Section 401(a)
of the Code has received a favorable determination letter, or has pending or has
time remaining in which to file, an application for such determination from the
Internal Revenue Service, and Seller is not aware of any reason why any such
determination letter should be revoked or not be reissued or anything that could
reasonably be expected to adversely affect the qualification of any such
Employee Plan under Section 401(a) of the Code. Seller has made available to
Buyer copies of the most recent Internal Revenue Service determination letters
with respect to each such Employee Plan. Each Employee Plan has been maintained
in compliance in all material respects with its terms and with the requirements
prescribed by any and all statutes, orders, rules and regulations, including
ERISA and the Code, which are applicable to such Employee Plan.

(e) Seller has no current or projected material liability in respect of
post-employment or post-retirement health or medical or life insurance benefits
for retired, former or current Business Employees, except as required to avoid
excise tax under Section 4980B of the Code.

(f) With respect to the Union DB Plan (as defined in Section 9.04(b)): (i) no
liability to the Pension Benefit Guaranty Corporation (“PBGC“)
has been incurred (other than for premiums not yet due); (ii) no notice of
intent to terminate the Union DB Plan has been filed with the PBGC or
distributed to participants therein and no amendment terminating any such
Pension Plan has been adopted; (iii) no proceedings to terminate the Union DB
Plan instituted by the PBGC are pending or threatened, and no event or condition
has occurred which would reasonably be expected to constitute grounds under
Section 4042 of ERISA for the termination of, or the appointment of a trustee to
administer, the Union DB Plan; (iv) the Union DB Plan is not in “at risk”
status, within the meaning of Section 430 of the Code or Section 303 of ERISA;
(v) no “reportable event” within the meaning of Section 4043 of ERISA (for which
the 30-day notice requirement has not been waived by the PBGC) has occurred
within the within the last six years; (vi) no Lien has arisen or would
reasonably be expected to arise as a result of actions or inactions that
occurred prior to the Closing Date under ERISA or the Code on the assets of
Seller; (vii) there has been no cessation of operations at a facility subject to
provisions of Section 4062(e) of ERISA within the last six years; and (viii) the
Union DB Plan is not a multiple employer pension plan subject to Section 4063 or
4064 of ERISA.

(g) Seller has no announced plan or legally binding commitment to (i) create
any additional Employee Plan which is intended to cover any Business Employees
or (ii) amend or modify any Employee Plan, in each case with respect to an
Employee Plan, (x) that is expressly assumed by or provided to be transferred to
Buyer pursuant to Article 9 in such a manner as to increase the cost of such
Employee Plan, or (y) to the extent that such announced plan or legally binding
commitment would increase the cost to Buyer of complying with its obligations to
maintain compensation and benefits as provided in Section 9.02 hereof.

(h) Section 3.15(h)(i) of the Seller Disclosure Schedule sets forth each
Employee Plan that is a medical or dental benefits plan or life, death,
disability, accident or sickness insurance policy maintained by Seller for the
benefit of the Union Employees (each, a “Union Welfare Plan“).
Except as set forth in Section 3.15(h)(ii) of the Seller Disclosure Schedule,
(i) each Union Welfare Plan covers only Union Employees and their beneficiaries,
and (ii) all benefits under each Union Welfare Plan are provided on a fully
insured basis pursuant to an insurance contract maintained by Seller in
connection with such Union Welfare Plan. No Union Welfare Plan is a
multiemployer plan, as defined in Section 3(37) of ERISA.

Section 3.16. Environmental Compliance. (a) Except as disclosed on
Section 3.16 of the Seller Disclosure Schedule or for matters that would not
reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect:

(i) Seller153s, or, as applicable, its Subsidiaries153 ownership of the Purchased
Assets and operation of the Business as presently owned and operated are in
compliance with all applicable Environmental Laws;

(ii) (A) no written notice, order, request for information, complaint or
penalty has been received by Seller or any of its Subsidiaries, and (B) there
are no actions, suits or proceedings pending or, to the knowledge of Seller,
threatened before any arbitrator or any Governmental Authority, in the case of
each of (A) and (B), that allege a violation of or liability under any
Environmental Law and relate to the Purchased Assets, Real Property or the
Business;

(iii) Seller has obtained or caused to be obtained all Permits required under
any Environmental Law that are necessary for the operation of the Purchased
Assets and Real Property;

(iv) neither Seller nor any of its Subsidiaries is in violation of the terms
of such Permits or, with respect to the operation of the Purchased Assets, Real
Property and Business, any applicable Environmental Law; and

(v) to the knowledge of Seller, Seller has made available (or otherwise made
available summaries thereof) to Buyer all final, written investigations,
reports, audits, and similar documents within its possession or control dated
during the 3 years prior to the date hereof and relating to (A) the Purchased
Assets or the Business and (B) compliance with or liability under any
Environmental Law or the release of Hazardous Materials, except for such
investigations, reports, audits and documents that (Y) are privileged or (Z)
relate to routine matters with respect to which there is no material
non-compliance.

(b) Except as set forth in this Section 3.16 and Section 3.17 (Permits), no
representations or warranties are being made with respect to matters arising
under or relating to Environmental Laws, any spill, release, emission,
discharge, disposal or recycling of, or exposure to, Hazardous Materials or
other environmental matters. Seller makes no representation or warranty as to
compliance by Seller, its Subsidiaries or the Business with Fuel Regulations.

Section 3.17. Permits. Seller or its Subsidiaries have all material
Permits required to carry on the Business as now conducted. Section 3.17 of the
Seller Disclosure Schedule lists each material Business Permit (including each
such Business Permit required by Environmental Law). Except as would not
reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect, (i) each Business Permit is valid and in full force and effect
and (ii) neither Seller nor any of its Subsidiaries is in default under, and no
condition exists that with notice or lapse of time or both would constitute a
default under, any such Business Permit. No representation or warranty is being
made by Seller hereunder that any Business Permit can be assigned or transferred
to Buyer at Closing or that any Business Permit can be maintained by Buyer from
and after Closing.

Section 3.18. Tax Matters. (a) Seller or its Subsidiaries have (i)
duly and timely filed or caused to be filed all material Tax returns (or
appropriate extensions) required to be filed by them with respect to the
Business and the Purchased Assets and each such return is true, correct and
complete in all material respects and (ii) timely paid all Taxes required to be
paid on or prior to the date this representation is made, the non-payment of
which would result in a Lien on any Purchased Asset.

(b) There are no currently proposed or pending adjustments, audits or
examinations by any Taxing Authority in connection with any Taxes relating to
the Purchased Assets, and no waiver or extension of any statute of limitations
applies with respect to any Tax matter relating to the Purchased Assets, in each
case, that would result in a liability to Buyer.

(c) There are no rulings, closing agreements, or similar agreements with any
Taxing Authority that could reasonably be expected to materially increase the
Taxes imposed with respect to the Purchased Assets for any period ending after
the Closing Date.

(d) Seller or its Subsidiaries have established, in accordance with GAAP
applied on a basis consistent with that of preceding periods, adequate reserves
for the payment of, and will timely pay, all Taxes which arise from or with
respect to the Purchased Assets or the operation of the Business and are
incurred in or attributable to the Pre-Closing Tax Period.

Section 3.19. Suppliers. Section 3.19 of the Seller Disclosure
Schedule sets forth a complete and accurate list of the 10 largest suppliers of
materials, products or services to Seller and its Subsidiaries in connection
with the Business (measured by the aggregate dollar amount purchased from all
such suppliers) during 2010. As of the date hereof, to the knowledge of Seller,
the relationships of Seller and its Subsidiaries with the suppliers listed on
Section 3.19 of the Seller Disclosure Schedule are good in connection with the
Business. Since January 1, 2011 through the date hereof, none of such suppliers
has cancelled or terminated or otherwise materially altered (excluding (i)
increases in the prices charged for supplies, materials, products or services
and (ii) terminations of Contracts pursuant to the terms thereof other than due
to a breach by Seller or its Subsidiaries) such arrangements, notified Seller or
any of its Subsidiaries in writing of any intention to do any of the foregoing,
or otherwise threatened in writing to cancel, terminate or seek to materially
alter its relationship with Seller and its Subsidiaries, in each case, in
connection with the Business.

Section 3.20. Customers. Section 3.20 of the Seller Disclosure
Schedule sets forth (a) a complete and accurate list of the names of the 10
largest customers of the Business excluding Seller and its Subsidiaries,
measured by the aggregate dollar amount of products, goods and services
purchased from Seller during 2010 (collectively, the
“Customers“) and (b) a complete and accurate list, in all
material respects, of the amount for which each Customer was invoiced during
such period. Except as set forth on Section 3.20 of the Seller Disclosure
Schedule, since January 1, 2011 through the date hereof, Seller has not received
any written notice that any such Customer has ceased, or will cease, to purchase
those types of products included in current and active programs for such
Customer.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF BUYER

Except as set forth in the Buyer Disclosure Schedule, Buyer represents and
warrants to Seller as of the date hereof that:

Section 4.01. Corporate Existence and Power. Buyer is a limited
partnership duly formed, validly existing and in good standing under the laws of
its jurisdiction of organization and has all corporate or similar powers and all
material governmental licenses, authorizations, permits, consents and approvals
required to carry on its business as now conducted. Buyer is duly qualified to
do business as a foreign entity and is in good standing in each jurisdiction
where such qualification is necessary, except where the failure to be so
qualified or to be in good standing would not reasonably be expected to
materially impede or delay the Closing or the performance by Buyer of its
obligations hereunder.

Section 4.02. Corporate Authorization. The execution, delivery and
performance by Buyer of this Agreement and the consummation of the transactions
contemplated hereby are within the corporate or similar powers of Buyer and have
been duly authorized by all necessary corporate or similar action on the part of
Buyer. This Agreement constitutes a valid and binding agreement of Buyer
enforceable against Buyer in accordance with its terms (subject to applicable
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
other laws affecting creditors153 rights generally and general principles of
equity).

Section 4.03. Governmental Authorization. The execution, delivery
and performance by Buyer of this Agreement and the consummation of the
transactions contemplated hereby require no material action by or in respect of,
or material filing with, any Governmental Authority other than (i) compliance
with any applicable requirements of the HSR Act; (ii) compliance with any
applicable requirements of the 1934 Act; and (iii) other actions or filings
that, individually or in the aggregate, would not reasonably be expected to
materially impede or delay the Closing or the performance by Buyer of its
obligations hereunder.

Section 4.04. Noncontravention. The execution, delivery and
performance by Buyer of this Agreement and the consummation of the transactions
contemplated hereby do not and will not (i) violate any of the governing
documents of Buyer, (ii) assuming compliance with the matters referred to in
Section 4.03, violate any Applicable Law, (iii) require any consent or other
action by any Person under, constitute a default under or give rise to any right
of termination, cancellation or acceleration of any right or obligation or to a
loss of any benefit to which Buyer is entitled under any provision of any
agreement or other instrument binding upon Buyer or (iv) result in the creation
or imposition of any Lien on any asset of Buyer, with such exceptions, in the
case of each of clauses (ii) through (iv), as would not reasonably be expected
to materially impede or delay the Closing or the performance by Buyer of its
obligations hereunder.

Section 4.05. Financing. Buyer has, and will have at Closing,
sufficient cash, available lines of credit or other sources of immediately
available funds to enable it to make payment of the Purchase Price and any other
amounts to be paid by it hereunder. The consummation of the transactions
contemplated by this Agreement by Buyer (including the payment of the Purchase
Price and any other amounts to be paid hereunder) is not conditioned on the
receipt by Buyer of any financing.

Section 4.06. Litigation. As of the date hereof, there is no action,
suit, investigation or proceeding pending against, or to the knowledge of Buyer
threatened against, Buyer before any arbitrator or any Governmental Authority
which in any manner challenges or seeks to prevent, enjoin, alter or materially
delay the transactions contemplated by this Agreement.

Section 4.07. Finders153 Fees. There is no investment banker, broker,
finder or other intermediary which has been retained by or is authorized to act
on behalf of Buyer who might be entitled to any fee or commission in connection
with the transactions contemplated by this Agreement.

Section 4.08. Inspections; No Other Representations. Buyer is an
informed and sophisticated purchaser, and has engaged expert advisors,
experienced in the evaluation and purchase of property and assets such as the
Purchased Assets as contemplated hereunder. Buyer has undertaken such
investigation and has been provided with and has evaluated such documents and
information as it has deemed necessary to enable it to make an informed and
intelligent decision with respect to the execution, delivery and performance of
this Agreement. Buyer acknowledges that Seller has given Buyer complete and open
access to the key employees, documents and facilities of the Business. Buyer
will undertake prior to Closing such further investigation and request such
additional documents and information as it deems necessary. Notwithstanding
anything contained to the contrary in any other provision of this Agreement or
any document delivered by Seller in connection herewith, Buyer acknowledges and
agrees that Seller is not making any representation or warranty whatsoever,
express, implied, statutory or otherwise, except as expressly set forth in this
Agreement. Buyer acknowledges and agrees that the Purchased Assets are sold “as
is”, “where is” and “with all faults” and Buyer agrees to accept the Purchased
Assets and the Business in the condition they are in on the Closing Date based
on its own inspection, examination and determination with respect to all
matters, including environmental matters, and without reliance upon any express
or implied representations or warranties of any nature made by or on behalf of
or imputed to Seller, except as expressly set forth in this Agreement. Without
limiting the generality of the foregoing, Buyer acknowledges that Seller makes
no representation or warranty with respect to (i) any projections, estimates or
budgets delivered to or made available to Buyer of future revenues, future
results of operations (or any component thereof), future cash flows or future
financial condition (or any component thereof) of the Business or the future
business and operations of the Business or (ii) any other information or
documents made available to Buyer or its counsel, accountants or advisors with
respect to the Business, except as expressly set forth in this Agreement.

ARTICLE 5

COVENANTS OF SELLER

Seller agrees that:

Section 5.01. Conduct of the Business. From the date hereof until
the Closing Date, Seller and its Subsidiaries shall in all material respects
conduct the Business in the Ordinary Course of Business (including routine
maintenance and routine preventative maintenance, and in material compliance
with Applicable Law) and shall use their respective commercially reasonable
efforts to preserve

intact the Purchased Assets, the Business and its relationships with
employees, agents, lessors, suppliers, customers and other third parties having
business dealings with the Business, and to keep available the services of the
present employees of the Business. Without limiting the generality of the
foregoing, from the date hereof until the Closing Date, except as disclosed on
Section 5.01 of the Seller Disclosure Schedule or as expressly contemplated
hereby, neither Seller nor any of its Subsidiaries will, in each case with
respect to the Business, without the prior written consent of Buyer (such
consent not to be unreasonably withheld, conditioned or delayed):

(a) acquire a material amount of assets from any other Person (other than
acquisitions of any materials, supplies or goods on a spot market basis in the
Ordinary Course of Business);

(b) sell, lease, license or otherwise dispose of, or grant any right or Lien,
except Permitted Liens, with respect to any Purchased Assets except (i) pursuant
to existing Contracts or (ii) otherwise in the Ordinary Course of Business;

(c) (i) enter into any agreement or arrangement that limits or otherwise
restricts in any material respect the conduct of the Business or that could,
after the Closing Date, limit or restrict in any material respect the Business,
Buyer or any of their respective Affiliates, from engaging or competing in any
line of business, in any location or with any Person or (ii) enter into, amend
or modify in any material respect or terminate any Material Contract other than
in the Ordinary Course of Business;

(d) (i) grant or increase any severance or termination pay to (or amend any
existing arrangement with) any Business Employee, (ii) increase benefits payable
under any existing severance or termination pay policies or employment
agreements with any Business Employee, (iii) enter into any employment, deferred
compensation or other similar agreement (or amend any such existing agreement)
with any Business Employee, (iv) establish, adopt or amend any Employee Plan or
any collective bargaining, bonus, profit-sharing, thrift, pension, retirement,
deferred compensation, compensation, stock option, restricted stock or other
benefit plan or arrangement covering any Business Employee, or (v) increase the
compensation, bonus or other benefits payable to any Business Employee, in each
case referred to in clauses (i) : (v), other than (A) as expressly required by
the provisions of any Employee Plan, (B) in the Ordinary Course of Business, (C)
as required by Applicable Law, (D) as required by the terms of any Material
Contract set forth on the Seller Disclosure Schedule or any Collective
Bargaining Agreement or (E) as set forth on Section 5.01(d) of the Seller
Disclosure Schedule;

(e) enter into any settlement of any pending or threatened litigation or
claim, or enter into any amendment of any existing settlement agreement, to the
extent such settlement or amendment will materially interfere with or impose
material additional cost in connection with the Buyer153s ownership or operation
of the Purchased Assets or any portion of the Business from and after the
Closing;

(f) other than the Consent Decree Modification, consent to the entry of (or
amendment to) any decree, judgment or order by any Governmental Authority, or
enter into (or amend) any other agreements with any Governmental Authority, in
each case to the extent such decree, judgment, order or agreement (or amendment)
will materially interfere with or impose material additional costs in connection
with Buyer153s ownership or operation of the Purchased Assets or any portion of
the Business from and after the Closing;

(g) fail to maintain the Facilities in the Ordinary Course of Business;

(h) fail to maintain insurance on the Purchased Assets at levels equal to or
superior to existing insurance including with respect to coverage, deductibles
or any other material terms, subject to commercially reasonable variations in
coverage in connection with renewals for expiring insurance policies;

(i) fail to maintain levels of catalysts, supplies and spare parts at the
levels maintained in the Ordinary Course of Business; or

(j) agree or commit to do any of the foregoing.

Section 5.02. Access. (a) From the date hereof until the Closing
Date, Seller will (i) give Buyer, its counsel, financial advisors, auditors and
other authorized representatives reasonable access to the offices, properties,
books and records of Seller and its Subsidiaries relating to the Business, (ii)
furnish to Buyer, its counsel, financial advisors, auditors and other authorized
representatives such financial and operating data and other information relating
to the Business as such Persons may reasonably request, (iii) instruct the
employees, counsel and financial advisors of Seller to cooperate with Buyer in
its investigation of the Business and (iv) permit Buyer reasonable access (on
reasonable prior notice and during normal business hours) to the refinery
property for, at Buyer153s sole cost and expense, the purpose of installing
telecom and data lines necessary to Buyer153s operation of the Purchased Assets
from and after the Closing, provided that (A) such telecom and data lines shall
not be physically connected to Seller153s systems until at or after the Closing
and (B) if the Closing does not occur, Buyer shall (at its sole cost and
expense, including any cost or expense of restoring the property to its prior
state) promptly remove (and Seller shall permit Buyer to remove) such telecom
and data lines from the Purchased Assets. Any investigation or other action by
Buyer or its employees, advisors or representatives pursuant to this Section
shall be conducted in such manner as not to interfere unreasonably with the
conduct of the business of Seller and its Subsidiaries. Notwithstanding the
foregoing, Buyer may not under any circumstances conduct or cause to be
conducted any sampling or other invasive investigation of the air, soil, soil
gas, surface water, groundwater, building materials or other environmental media
at any property related to the Seller or its

Subsidiaries or the Business, including the Purchased Assets, the Facilities
and the Real Property. Buyer bears the risk of injury to any of its employees,
advisors or representatives who are provided access to the offices or properties
of Seller or its Subsidiaries hereunder, and shall indemnify, defend and hold
Seller and its Affiliates harmless for all Damages resulting from Buyer153s or its
employees153, advisors153 or representatives153 access to the offices or properties of
Seller or its Subsidiaries provided hereunder.

(b) On and after the Closing Date, Seller and its Subsidiaries will afford
promptly to Buyer and its agents reasonable access to their respective books of
account, financial and other records, information, employees and auditors to the
extent necessary or useful for Buyer in connection with any audit,
investigation, dispute or litigation or any other reasonable business purpose
relating to the Business; provided that any such access by Buyer shall
not unreasonably interfere with the conduct of the business of Seller or any of
its Subsidiaries.

(c) Notwithstanding anything in this Section 5.02 to the contrary, but
subject to Section 2.02(o), Buyer shall not have access to (i) personnel records
of Seller relating to individual performance or evaluation records or medical
histories, (ii) materials entitled to legal privilege (or which could jeopardize
the attorney-client privilege of Seller or its Subsidiaries), (iii) materials
with respect to which Seller or its Subsidiaries owe an obligation of
confidentiality to a third party or (iv) other information which in Seller153s
good faith opinion is sensitive or could reasonably be expected to subject
Seller or any of its Subsidiaries to the risk of liability. The parties shall
endeavor in good faith to make appropriate substitute disclosure arrangements,
if practicable, in a manner that does not give rise to any of the circumstances
referred to in the preceding sentence.

Section 5.03. Notices of Certain Events. Seller shall promptly
notify Buyer of any written or oral notice or other written or oral
communication (or site visit) from:

(a) any Person alleging that the consent of such Person is or may be required
in connection with the transactions contemplated by this Agreement;

(b) any Governmental Authority in connection with the transactions
contemplated by this Agreement;

(c) any Person regarding the initiation or threat of initiation of any
actions, suits, investigations or proceedings relating to or otherwise affecting
the Seller, the Purchased Assets or the Business that, if pending on the date of
this Agreement, would have been required to have been disclosed pursuant to
Section 3.08; and

(d) any Person regarding the occurrence or nonoccurrence of any event the
occurrence or nonoccurrence of which would be reasonably likely to cause any
condition to the obligations of Buyer to consummate the transactions
contemplated hereby not to be satisfied.

ARTICLE 6

COVENANTS OF BUYER

Buyer agrees that:

Section 6.01. Access. On and after the Closing Date, Buyer will
afford promptly to Seller and its agents reasonable access to its properties,
books, records, employees and auditors to the extent necessary to permit Seller
to determine any matter relating to its rights and obligations hereunder or
regarding the Business for any period ending on or before the Closing Date;
provided that any such access by Seller shall not unreasonably
interfere with the conduct of the business of Buyer.

Section 6.02. Release and Replacement of Bonds and Guaranties.
Promptly after the Closing, Buyer shall deliver to the applicable
beneficiary replacement or substitute guaranties, letters of credit, bonds,
security deposits, financial assurances and other surety obligations for those
set forth on Section 6.02 of the Seller Disclosure Schedule (each, a
“Credit Support Arrangement“), and Buyer, shall use its
commercially reasonable efforts to cause the release as of the Closing Date of
Seller and its Subsidiaries, in form and substance reasonably acceptable to the
Seller, from all obligations relating to any such Credit Support Arrangements
and any liabilities or obligations related thereto. Buyer shall indemnify,
defend and hold harmless Seller and its Subsidiaries from any and all Damages
relating to, resulting from, or arising out of, any Credit Support Arrangement
to the extent any such Damages relate to, result from, or arise out of the use
of the Purchased Assets or the operation of Business on or after the Closing
Date.

Section 6.03. Removal of Seller153s Name. Except as expressly set
forth in Section 10.01(b), following the Closing, neither Buyer nor any of its
Affiliates shall be entitled to adopt, employ or make any use of (i) any
Trademark owned by Seller or any of its Subsidiaries, (ii) any Trademark
containing or associated with the term “Murphy” or (iii) any variation or
derivative of the foregoing, including anything that is confusingly similar
thereto. Buyer shall, as soon as is reasonably practicable and in any event
within 90 days following the Closing Date, remove, destroy or paint over, as
appropriate, any trademark, service mark, trade name, logo or signage (including
signs displaying the Seller153s or its Subsidiaries153 emergency contact
information) indicating that the Purchased Assets were owned or operated by or
otherwise affiliated with Seller or any of its Subsidiaries and not

licensed to Buyer pursuant to the FIPR License (it being understood that,
with respect to any such trademark, service mark, trade name, logo or signage
licensed pursuant to the FIPR License, Buyer shall take the measures set forth
in this sentence within 90 days following the date on which the FIPR License
ceases to be applicable thereto).

Section 6.04. Notices of Certain Events. Buyer shall promptly notify
Seller of any written or oral notice or other written or oral communication (or
site visit) from:

(a) any Person alleging that the consent of such Person is or may be required
in connection with the transactions contemplated by this Agreement;

(b) any Governmental Authority in connection with the transactions
contemplated by this Agreement;

(c) any Person regarding the initiation or threat of initiation of any
actions, suits, investigations or proceedings relating to or otherwise affecting
Buyer that, if pending on the date of this Agreement, would have been required
to have been disclosed pursuant to Section 4.06; and

(d) any Person regarding the occurrence or nonoccurrence of any event the
occurrence or nonoccurrence of which would be reasonably likely to cause any
condition to the obligations of Seller to consummate the transactions
contemplated hereby not to be satisfied.

ARTICLE 7

COVENANTS OF BUYER AND SELLER

Buyer and Seller agree that:

Section 7.01. Best Efforts; Further Assurance. (a) Subject to the
terms and conditions of this Agreement, Buyer and Seller will use their
respective commercially reasonable efforts to take, or cause to be taken, all
actions and to do, or cause to be done, all things necessary or desirable under
Applicable Law to consummate the transactions contemplated by this Agreement,
including (i) determining whether any action by or in respect of, or filing
with, any Governmental Authority is required, or any actions, consents,
approvals or waivers are required to be obtained from parties to any material
Contracts, in connection with the consummation of the transactions contemplated
by this Agreement and (ii) taking such actions, making such filings and
furnishing information required in connection therewith, and seeking to obtain
on a timely basis any such actions, consents, approvals or waivers from such
parties. No party shall be obligated to make any payment to any Person to obtain
any consent, approval or waiver of such Person under any contract.

(b) Each of Buyer and Seller shall (i) make an appropriate filing of a
Notification and Report Form pursuant to the HSR Act with respect to the
transactions contemplated hereby as promptly as practicable and in any event
within 10 Business Days of the date hereof, (ii) supply as promptly as
practicable any additional information and documentary material that may be
requested pursuant to the HSR Act and (iii) take all other actions necessary to
cause the expiration or termination of the applicable waiting periods under the
HSR Act as soon as practicable. Buyer shall promptly take (and shall cause its
Affiliates to promptly take) any and all action necessary, including
participating in and actively defending against or otherwise pursuing any
litigation that may be commenced by a Governmental Authority or private party
relating to this Agreement or the transactions contemplated hereby, to avoid the
entry of, or to effect the dissolution of or vacate or lift, any order that
would have the effect of preventing or delaying the Closing and to resolve the
objections, if any, that any Governmental Authority or private party may assert
under any Applicable Law with respect to the transactions contemplated by this
Agreement, and, consistent with the foregoing, to avoid or eliminate each and
every impediment under any Applicable Law asserted by any Governmental Authority
or private party with respect to the purchase by Buyer of the Business so as to
enable the Closing to occur as soon as reasonably possible.

(c) Each of Buyer and Seller shall promptly inform the other party upon
receipt of any communication from any Governmental Authority or private party
regarding any of the transactions contemplated by this Agreement. If Buyer or
Seller (or any of their respective Affiliates) receives a request for additional
information from any Governmental Authority that is related to the transactions
contemplated by this Agreement, then such party shall endeavor in good faith to
make, or cause to be made, to the extent practicable and after consultation with
the other party, an appropriate response to such request. No party shall
participate in any meeting, or engage in any material substantive conversation,
with any Governmental Authority without giving the other party prior notice of
the meeting or conversation and, unless prohibited by such Governmental
Authority, the opportunity to attend or participate. Buyer shall advise Seller
promptly of any understandings, undertakings or agreements (oral or written)
which Buyer proposes to make or enter into with any Governmental Authority in
connection with the transactions contemplated by this Agreement. For the
avoidance of doubt and irrespective of whether the sale of the Business occurs,
Buyer shall not require Seller or any of its Subsidiaries to, and neither Seller
nor any of its Subsidiaries shall be required to, take any action with respect
to any Order or any applicable Law which would bind Seller or any of its
Subsidiaries.

(d) Seller and Buyer agree to execute and deliver such other documents,
certificates, agreements and other writings and to take such other actions as
may be necessary or desirable in order to consummate or implement expeditiously
the transactions contemplated by this Agreement and to vest in Buyer good and
(to the extent applicable) marketable title to the Purchased Assets;
provided that such documents, certificates, agreements, other writings
or actions shall not require Seller or its Subsidiaries or any other Person to
make any additional representations, warranties or covenants, express or
implied, not contained in this Agreement.

Section 7.02. Public Announcements. The parties agree to consult
with each other before issuing any press release or making any public statement
with respect to this Agreement or the transactions contemplated hereby and,
except for any press releases and public statements the making of which may be
required by Applicable Law or any listing agreement with any national securities
exchange, will not issue any such press release or make any such public
statement prior to such consultation.

Section 7.03. WARN Act. Buyer shall assume all obligations and
liabilities for the provision of notice or payment in lieu of notice or any
applicable penalties under the WARN Act or any similar state or local law
arising as a result of the transactions contemplated by this Agreement. Buyer
hereby indemnifies Seller and its Affiliates against and agrees to hold each of
them harmless from any and all Damages incurred or suffered by Seller or any of
its Affiliates with respect to the WARN Act or any similar state or local law
arising as a result of the transactions contemplated by this Agreement
including, for the avoidance of doubt, all Damages triggered directly or
indirectly by any terminations of employment initiated by Buyer or its
Affiliates at any time from the Closing Date to the end of the 90 day period
commencing on the first Business Day following the Closing Date.

Section 7.04. Post-Closing Payments or Demands. Should Seller or any
of its Subsidiaries, after Closing, receive payments to which the Buyer or any
of its Affiliates is entitled pursuant to this Agreement, then the Seller or its
applicable Subsidiaries shall, within 30 days of receipt of the same, forward
such payments to Buyer, and should Buyer or any of its Affiliates, after
Closing, receive payments to which Seller or any of its Subsidiaries is entitled
pursuant to this Agreement, then Buyer or its applicable Affiliates, within 30
days of receipt of the same, shall forward such payments to, or as directed by,
Seller. If any demand is made on Buyer or its Affiliates after Closing to pay
any invoice or other obligation contracted or incurred by Seller or any of its
Subsidiaries prior to Closing in the operation of the Business, Buyer or its
Affiliates shall pay the same to the extent such invoice or obligation
constitutes an Assumed Liability; if and to the extent any such invoice or
obligation constitutes an Excluded Liability, Seller shall, or shall cause one
of its Subsidiaries to, pay the same. Any payment required to be made by Buyer
or Seller, as applicable, pursuant to this Section 7.04 shall be made without
any set off or deduction against amounts owed by Seller or Buyer (or their
respective affiliates), as applicable.

Section 7.05. Certain Environmental Matters.

(a) Environmental Insurance.

(i) At or prior to Closing, Buyer shall provide to Seller a binder for, and
evidence that Buyer has paid in full the premium costs of, an environmental
insurance policy which policy conforms to the terms set forth on Exhibit H,
subject to such modifications as are reasonably acceptable to Seller. At least
15 Business Days prior to Closing, Buyer shall provide to Seller a full proposal
from the relevant insurance carrier for the Environmental Insurance Policy,
including all endorsements and policy forms.

(ii) From and after Closing, Buyer shall comply, and shall cause its
Affiliates to comply, with the terms and conditions of the Environmental
Insurance Policy, including those relating to reporting, cooperation and defense
of claims, and use commercially reasonable efforts to maintain such policy in
force and to not allow such policy to be cancelled or otherwise modified in any
manner that would prejudice Seller.

(iii) In connection with obtaining the Environmental Insurance Policy, Buyer
shall provide to the relevant insurance carrier all documentation and other
information reasonably requested to be disclosed in the application for such
policy. Seller shall use reasonable efforts to assist Buyer in providing such
documentation and other information.

(b) Consent Decree. Consistent with Paragraph 6 of the Consent Decree,
(i) Buyer acknowledges that it has received written notice of the Consent Decree
and been provided with a copy thereof; and (ii) within a reasonable time after
the date hereof (but in any event within 5 days of the date hereof), Seller or
its Subsidiaries shall provide notice of this Agreement to the other parties to
the Consent Decree. Seller or its Subsidiaries and Buyer shall negotiate in good
faith to make any changes to the Consent Decree Modification mutually acceptable
to Seller and Buyer that are (A) appropriate non-substantive form changes or (B)
if applicable, necessary to reflect only the sale that is the subject of this
Agreement and not the sale of that certain refinery in Meraux, Louisiana. Seller
or its Subsidiaries and Buyer shall consult with the parties to the Consent
Decree to confirm that those parties have no objections to the Consent Decree
Modification and, if applicable, shall negotiate in good faith with such parties
to resolve any such objections. Upon obtaining such confirmation or making any
changes mutually acceptable to Seller and Buyer to address any objections by the
parties to the Consent Decree, Seller shall take, or cause to be taken, all
appropriate actions (including those set forth in Paragraph 7 of the Consent
Decree) to have the Consent Decree Modification entered by the Consent Decree
Court, and Buyer

shall take all reasonable steps (including those set forth in paragraph 7 of
the Consent Decree) to support Seller153s or its Subsidiaries153 actions to have the
Consent Decree Modification entered by the Consent Decree Court, including
supporting Seller153s and its Subsidiaries153 efforts to be released from the
Consent Decree Obligations and to demonstrate to the Consent Decree Court and
the other parties to the Consent Decree that Buyer has the financial and
technical ability to assume the Consent Decree Obligations. On and after the
Closing, Buyer shall satisfy, perform and assume all Consent Decree Obligations.

(i) From and after Closing, (i) for fuels shipped on and after Closing, Buyer
shall be responsible for all Fuel Compliance Obligations and (ii) for fuels
shipped prior to Closing, Seller shall be responsible for all Fuel Compliance
Obligations (such obligations of Seller, “Pre-Closing Fuel Compliance
Obligations“). Seller or its Subsidiaries shall submit by the relevant
deadline all filings required by the Fuel Regulations associated solely with the
Pre-Closing Fuel Compliance Obligations, and shall provide a copy, or other such
proof, of each such filing to Buyer.

(ii) In the event either party (the “Complying Party“) may
be required by applicable Fuel Regulations to use Fuel Credits to comply with
any Fuel Compliance Obligations that, as set forth in Section 7.05(c)(i), are
the responsibility of the other party (the “Obligated Party“),
prior to using such credits, the Complying Party shall use reasonable efforts to
allow the Obligated Party to provide it with Fuel Credits that satisfy, in whole
or in part, such Fuel Compliance Obligations. To the extent the Obligated
Party153s Fuel Compliance Obligations are not satisfied in whole by Fuel Credits
provided by the Obligated Party, the Obligated Party shall reimburse the
Complying Party for the cost of any Fuel Credits the Complying Party used to
satisfy such Fuel Compliance Obligations (at the Obligated Party153s election,
either in the form of Fuel Credits or the monetary equivalent in U.S. dollars
(which cost, in the case of Fuel Credits used by the Complying Party which it
already owns, shall be at the fair market value of such Fuel Credits)), provided
the Complying Party submits to the Obligated Party a written request for
reimbursement with sufficient supporting evidence of having used such Fuel
Credits and the value thereof.

(iii) In the event Buyer, at any time prior to the earlier of (A) the
completion and entry into operation of the cumene project described on Section
1.01(a) of the Seller Disclosure Schedule or (B) December 31, 2011, notifies
Seller that it is required by applicable Fuel Regulations to use Fuel Credits to
comply with any Fuel Compliance Obligations that, as set forth in Section
7.05(c)(i), are Buyer153s responsibility, Seller agrees to sell to Buyer such Fuel
Credits as Buyer may reasonably require in order to satisfy, in whole or in
part, such Fuel Compliance Obligations which

arise from operations in the Ordinary Course of Business at a cost for such
Fuel Credits equal to the fair market monetary equivalent at the time of such
sale in U.S. dollars; provided that Seller shall not have any
obligation to sell Fuel Credits other than those in its possession and not
otherwise necessary for its or its Subsidiaries153 operations or obligations
(including any obligation to third parties). Buyer acknowledges that Seller may
cause to be sold its Subsidiary153s refinery and related assets in Meraux,
Louisiana, which may reduce the quantity of Fuel Credits available to Seller.

Section 7.06. Title Policies. Buyer may procure owner153s title
insurance policies with respect to the Owned Real Property; provided,
that Buyer153s ability or inability to obtain title insurance on such Owned
Real Property shall not result in an adjustment to the Purchase Price;
provided further, that the foregoing shall not be deemed to mitigate
Seller153s representations and warranties set forth in Section 3.10. Seller and
its Subsidiaries shall execute and deliver to the title insurance company such
affidavits, certificates and other documentation as are reasonably requested to
cause the title insurance company to issue title insurance policies for the
Owned Real Property; provided that nothing in such affidavits,
certificates or documentation shall require Seller or its Subsidiaries to incur
any liabilities or obligations to any Person that are not otherwise expressly
set forth in this Agreement. Seller agrees to cooperate with and assist Buyer
with any reasonable request in Buyer153s efforts to obtain such title policies.

Section 7.07. Litigation Cooperation. (a) In connection with the
defense or prosecution of any suit, action or proceeding relating to an Assumed
Liability or an Excluded Liability (but subject to the provisions of Article 12
in the event indemnification is being sought thereunder pursuant to any
applicable provision of this Agreement) each party shall (i) cooperate, and
cause its respective Affiliates to cooperate, in the defense or prosecution of
such suit, action or proceeding, (ii) furnish or cause to be furnished such
documents, records, information and testimony, grant or cause to be granted
access to all reasonably requested witnesses, and attend such conferences,
discovery proceedings, hearings, trials or appeals, in each case as may be
reasonably requested in connection therewith, and (iii) take all reasonable
steps to make available to the other party, upon written request, its former and
current employees, other personnel and agents (whether as witnesses or
otherwise) to the extent that such persons may reasonably be required in
connection therewith.

(b) Neither Seller nor Buyer will (and each of Seller and Buyer shall cause
its respective Affiliates not to) destroy or dispose of any documents, records
or information that a party may have the right to obtain pursuant to Section
7.07 without first using its reasonable best efforts to notify the other party
of the proposed destruction or disposition and giving the other party the
opportunity to take possession of or copy such documents, records or information
prior to such destruction or disposition.

Section 7.08. Contact with Customers and Vendors. Without prior
written consent of Seller (which consent shall not be unreasonably withheld,
delayed or conditioned), Buyer and its Affiliates shall not, prior to the
Closing Date, contact any customer, vendor, supplier or employee of, or any
other Person having business dealings with, Seller or its Subsidiaries with
respect to the Business or with respect to any aspect of the transactions
contemplated under this Agreement; provided that Seller and Buyer shall
cooperate in contacting, prior to the Closing Date, customers and suppliers of
the Business as reasonably necessary for the purposes of transferring or
establishing credit and related security arrangements.

Section 7.09. PMPA Actions.

(a) Seller and Buyer will:

(i) provide as promptly as practicable following the date hereof (but in any
event within 5 Business Days of the date hereof) a mutually agreed written
notice to each franchisee under a Seller PMPA Franchise Agreement that, among
other things, (A) includes a description of the transactions contemplated by
this Agreement to the extent they relate to such PMPA franchisee, (B) notifies
such PMPA franchisee that Buyer and Seller intend to deliver a notice of
termination or non-renewal (such notice, a “PMPA Termination
Notice” ) as soon as reasonably practicable following the Closing that
provides that the applicable Seller PMPA Franchise Agreement will be terminated
or non-renewed effective as of the earlier of (1) 12 months following the
Closing Date and (2) the expiration of the applicable Seller PMPA Franchise
Agreement (each such date, a “PMPA Termination Date“) and (C)
informs such PMPA franchisee that as soon as reasonably practicable following
the Closing, it will receive an offer from Buyer to such PMPA franchisee of a
new PMPA franchise agreement on substantially the same terms and conditions as
those set forth in such franchisee153s Seller PMPA Franchise Agreement;

(ii) use their best efforts to take, or cause to be taken, all actions to do,
or cause to be done, all things necessary or desirable under the PMPA to give
effect to the assignment of the Seller PMPA Franchise Agreements to Buyer as set
forth in Article 2;

(iii) at or as promptly as practicable following the Closing (but in any
event within 5 Business Days of the Closing Date) provide a PMPA Termination
Notice to each franchisee under a Seller PMPA Franchise Agreement in such form
as is mutually agreed by Buyer and Seller, and take, or cause to be taken, all
actions to terminate or non-renew each Seller PMPA Franchise Agreement as of the
applicable PMPA Termination Date in accordance with such PMPA Termination
Notices; and

(iv) use their best efforts to take, or cause to be taken, all actions to do,
or cause to be done, all things necessary or desirable under the PMPA to give
effect to take all other actions required under the PMPA to effect the
provisions of this Section 7.09.

(b) During the period commencing on the Closing Date and continuing for 12
months, Buyer shall offer each franchisee under a Seller PMPA Franchise
Agreement a new PMPA franchise agreement with Buyer (the form of which shall be
included with the PMPA Termination Notice) on substantially the same terms and
conditions as those set forth in such franchisee153s Seller PMPA Franchise
Agreement.

Section 7.10. Crude Supply Agreement. At Closing, Seller (or its
Affiliate) and Buyer will enter into a crude supply agreement in substantially
the form attached hereto as Exhibit I (the “Crude Supply
Agreement“).

Section 7.11. Buyer Financing. Seller acknowledges that Buyer may
undertake an equity and/or debt financing (the “Financing“),
the proceeds of which may be used to fund all or a portion of the Purchase
Price. Seller agrees that it shall use its commercially reasonable efforts to
cooperate with Buyer153s efforts to secure the Financing (provided that such
requested cooperation does not unreasonably interfere with the ongoing
operations of the Business or Seller or its Subsidiaries), including (a) using
commercially reasonable efforts to deliver (i) an unaudited balance sheet for
the Business as of June 30, 2011 and the related statement of operations and
cash flow for the six months ended June 30, 2011 and (ii) the statement of
operations and cash flow for the six months ended June 30, 2010 (collectively,
the “Interim Financial Statements“), (b) using commercially
reasonable efforts to cause its independent auditors to deliver customary
“comfort letters” in connection with the Financing, which comfort letters shall
comply with the requirements of PCAOB AU Section 634 and cover such periods as
are addressed by the Business Financial Statements and the Interim Financial
Statements and are required under Regulation S-X to be included in a
registration statement for a Financing registered with the Securities and
Exchange Commission, together with negative assurance for any subsequent partial
period for which the applicable financial information for the Business is
available to the extent such partial period is within 135 days of the date of
the latest audited or reviewed financial statements for the Business, and (c),
if requested by Buyer, providing such information to the underwriters, initial
purchasers, lenders or other financing parties in any such proposed Financing as
may be reasonably requested in connection with such parties153 due diligence
investigation of the Business, including permitting Buyer153s lenders or their
agents to conduct an on-site evaluation of the Hydrocarbon Inventory of the
Business (provided that any such evaluation of the Hydrocarbon Inventory shall
not have any effect on, and shall not be used in connection with, the
determination of the Inventory Value or any other matter that is the subject of
Section 2.08). Buyer shall promptly, upon request by Seller from time to time,
reimburse Seller for the reasonable, documented out-of-pocket costs incurred by
Seller or any of its Subsidiaries in

connection with such cooperation (including reasonable attorneys153 and
accountants153 fees). Notwithstanding anything in this Section 7.11 to the
contrary, neither Seller nor any of its Subsidiaries shall (A) be required to
incur any cost or expense in connection with the foregoing unless Seller is
reasonably satisfied that such amount will be promptly reimbursed by Buyer, (B)
have any liability or any obligation under any agreement or document related to
the Financing or (C) be required to incur any other liability with respect to
the Financing. Buyer shall indemnify and hold harmless Seller and its
Subsidiaries, and its and their respective directors, officers, employees,
representatives and advisors from and against any and all Damages suffered or
incurred by any of them in connection with the Financing and any information
utilized in connection therewith, except to the extent that such Damages result
from or arise out of the gross negligence or willful misconduct of Seller or its
Subsidiaries. Buyer agrees that (i) all non-public or other confidential
information provided by Seller or its Subsidiaries or any of their respective
representatives to Buyer or its representatives pursuant to this Section 7.11
shall be kept confidential in accordance with and subject to the terms of the
Confidentiality Agreement (except to the extent required to be disclosed under
applicable securities laws in connection with an offering of securities by
Buyer; and in connection therewith Buyer will take such actions as Seller may
reasonably request to limit any such disclosure and/or to protect the
confidentiality thereof), (ii) Seller shall be permitted a reasonable period
(which period will take into account the form and timing of the Financing, and
Buyer will keep Seller reasonably informed on a contemporary basis as to such
form and timing) to comment on those portions of any prospectus or confidential
information memorandum related to the Financing that contain or are based upon
any such non-public or other confidential information (and Buyer shall use its
reasonable efforts to respond to such comments in a manner reasonably
satisfactory to Seller), (iii) Seller shall not be obligated to disclose any
information if such disclosure would violate any agreement between Seller or its
Subsidiaries and a third party, (iv) Buyer will not unreasonably interfere with
the operation of Seller or its Subsidiaries153 business in connection herewith.
For the avoidance of doubt, in connection with the Financing, neither Buyer nor
any of its potential financing sources may, under any circumstances, conduct or
cause to be conducted any sampling or other invasive investigation of the air,
soil, soil gas, surface water, groundwater, building materials or other
environmental media at any property related to the Seller or its Subsidiaries or
the Business, including the Purchased Assets, the Facilities and the Real
Property. Notwithstanding anything to the contrary herein, Buyer acknowledges
and agrees that (i) the Closing is not conditioned upon consummating any
Financing or the receipt by Buyer of any funds necessary to pay the Purchase
Price and (ii) the failure of Buyer to consummate any Financing shall not alter
or modify Buyer153s obligations to consummate the transactions contemplated hereby
(including the Closing).

Section 7.12. Certain Agreements. On or as promptly as practicable
after the date hereof, each of Buyer and Seller shall execute and deliver the
agreement described in Item 1(a) of Section 5.01(c) of the Seller Disclosure
Schedule (subject to such modifications as may be mutually agreed by the parties
thereto).

Section 7.13. Software License Assistance. From the date hereof
until the Closing Date, Seller shall use its commercially reasonable efforts to
assist (e.g., by participating in phone calls with vendors) Buyer in
Buyer153s obtaining licenses for the software listed in Item D of Section
3.04(iii) of the Seller Disclosure Schedule; provided that (i) neither
Seller nor any of its Subsidiaries shall be obligated to pay any costs or
expenses (including transfer or license fees, which shall be solely for the
account of Buyer) in connection with the foregoing and (ii) any out-of-pocket
expenses incurred by Seller or any of its Subsidiaries in connection with the
foregoing shall be promptly reimbursed by Buyer.

ARTICLE 8

TAX MATTERS

Section 8.01. Tax Cooperation; Allocation of Taxes. (a) Buyer and
Seller agree to furnish or cause to be furnished to each other, upon request, as
promptly as practicable, such information and assistance relating to the
Business and the Purchased Assets (including access to books and records) as is
reasonably necessary for the filing of all Tax returns, the making of any
election relating to Taxes, the preparation for any audit by any Taxing
Authority, and the prosecution or defense of any claim, suit or proceeding
relating to any Tax. Buyer and Seller shall retain all books and records with
respect to Taxes pertaining to the Purchased Assets until 60 days after the
expiration of the applicable statute of limitations, taking into account any
extensions that have been granted. On or after the end of such period, each
party shall provide the other with at least 30 days prior written notice before
destroying any such books and records, during which period the party receiving
such notice can elect to take possession, at its own expense, of such books and
records. Seller and Buyer shall cooperate with each other in the conduct of any
audit or other proceeding relating to Taxes involving the Purchased Assets or
the Business.

(b) All real property taxes, personal property taxes and similar ad
valorem obligations levied with respect to the Purchased Assets for a
taxable period which includes (but does not end on) the Closing Date
(collectively, the “Apportioned Obligations“) shall be
apportioned between Seller and Buyer based on the number of days of such taxable
period included in the Pre-Closing Tax Period and the number of days of such
taxable period after the Closing Date (any such portion of such taxable period,
the “Post-Closing Tax Period“). Seller shall be liable for the
proportionate amount of such Taxes that is attributable to a Pre-Closing Tax
Period, and Buyer shall be liable for the proportionate amount of such Taxes
that is attributable to a Post-Closing Tax Period.

(c) For the avoidance of doubt, Seller shall be liable for the City of
Superior Occupational Tax on Petroleum Products Refined in Wisconsin (the
“City of Superior Fee“) that is properly allocable to Seller153s
operations in Pre-Closing Tax Periods and Buyer shall be liable for the City of
Superior Fee properly allocable to Buyer153s operations in Post-Closing Tax
Periods.

(d) Through the Closing Date, Seller shall be responsible for filing with the
taxing authorities the applicable Tax returns for ad valorem, property,
severance, production and similar Taxes which are required to be filed on or
before the Closing Date. Buyer shall be responsible for the filing with the
appropriate taxing authorities the applicable Tax returns for all ad
valorem, property, severance, production and similar Taxes beginning after
the Closing Date.

(e) All excise, value added, registration stamp, recording, documentary,
conveyancing and Wisconsin Real Estate Transfer Fees (collectively,
“Transfer Taxes“) incurred in connection with the transactions
contemplated by this Agreement shall be borne equally by Buyer and Seller other
than Transfer Taxes imposed on the sale of the Hydrocarbon Inventory. All state
and local sales and use taxes (“Sales and Use Taxes“) imposed
in connection with the transactions contemplated by this Agreement and Transfer
Taxes imposed on the sale of the Hydrocarbon Inventory shall be borne solely and
exclusively by Buyer. Buyer and Seller shall cooperate in securing and providing
each other with any appropriate resale exemption certifications, licenses and
other similar documentation. Without limiting the generality of the foregoing,
no later than 5 Business Days prior to Closing, Buyer shall provide to Seller
either (i) each of the items set forth in Section 8.01(e) of the Seller
Disclosure Schedule or (ii) in the case of any such item that has not yet been
obtained, documentation that establishes to Seller153s satisfaction that Buyer has
completed the necessary filings in order to secure an effective date for such
item that is no later than the Closing Date (the “Filing
Documentation“). In any case in which, as of the Closing Date, Buyer
has not delivered to Seller either any item set forth in Section 8.01(e) of the
Seller Disclosure Schedule or the corresponding Filing Documentation, Buyer
shall pay to Seller at Closing an amount equal to the Transfer Taxes and Sales
and Use Taxes that Seller expects to be imposed on the sale of the Hydrocarbon
Inventory (the “Initial Hydrocarbon Inventory Tax Amount“),
with the amount of such payment to be determined as follows: (i) the portion of
the Initial Hydrocarbon Inventory Tax Amount comprising Transfer Taxes shall be
the amount of Transfer Taxes Seller expects will be imposed on the estimated
volume of the Hydrocarbon Inventory and (ii) the portion comprising Sales and
Use Taxes shall be the amount of Sales and Use Taxes Seller expects will be
imposed on the Estimated Inventory Value, each as determined pursuant to Section
2.08. If, pursuant to the procedures set forth in Section 2.08(c), it is
determined that the estimated volume of the Hydrocarbon Inventory is more or
less than the volume of the Hydrocarbon Inventory as of the Closing Date and/or
the Estimated Inventory Value is more or less than the Inventory Value, (i)
Buyer shall pay to Seller the amount of any resulting net increase in the
aggregate Transfer Taxes and Sales and Use Taxes imposed on the sale of the
Hydrocarbon Inventory at Closing or, as applicable, (ii) Seller shall pay to
Buyer the amount of any resulting net overpayment of the aggregate Transfer
Taxes and Sales and Use Taxes imposed on the sale of the Hydrocarbon Inventory
at Closing, in each case at the same time and subject to the same interest
provisions as the amounts described in Section 2.08(d). In addition, within 10
days of receipt by Seller of

any refund in respect of (i) the Initial Hydrocarbon Inventory Tax Amount and
(ii) any additional amounts actually paid by Buyer pursuant to clause (i) of the
preceding sentence, Seller shall pay to Buyer the amount of such refund. Buyer
and Seller agree that the amount of Wisconsin Real Estate Transfer Fees shall be
determined in accordance with Section 2.06(f) and apportioned as provided in
this Section 8.01(e). Any subsequent adjustments to any Transfer Tax or Sales
and Use Tax made pursuant to a legally prescribed audit, and any costs incurred
with respect to such audit, shall be apportioned as provided in this Section
8.01(e).

(f) Apportioned Obligations and Taxes described in Section 8.01(e) shall be
timely paid, and all applicable filings, reports and returns shall be filed, as
provided by Applicable Law. Upon payment of any such Apportioned Obligation or
Tax described in Section 8.01(e), the paying party shall present a statement to
the non-paying party setting forth the amount of reimbursement to which the
paying party is entitled under Section 8.01(b) or Section 8.01(e), as the case
may be together with such supporting evidence as is reasonably necessary to
calculate the amount to be reimbursed. The non-paying party shall make such
reimbursement promptly but in no event later than 10 days after the presentation
of such statement. Any payment not made within such time shall bear interest at
a rate equal to the Interest Rate for each day until paid.

(g) For the avoidance of doubt, this Article 8 shall not apply to any Taxes
or fees that are taken into account in the calculation of the Inventory Value
pursuant to Section 2.08, all of which shall be paid by Buyer pursuant to the
calculation of the Inventory Value.

ARTICLE 9

EMPLOYEE BENEFITS

Section 9.01. Offers of Employment; Assumption of Collective Bargaining
Agreement. (a) Buyer shall (or shall cause one of its Subsidiaries to), on
or prior to the Closing Date, make an offer of employment to each then current
Business Employee on the terms set forth in Section 9.02. Such offer shall offer
to a Business Employee employment with Buyer (or one of its Subsidiaries)
commencing (i) effective as of the Closing, or (ii) in the case of any Business
Employee not actively at work with Seller immediately prior to the Closing,
immediately following the end of (A) such Business Employee153s paid time-off,
vacation, military, sick or personal leave, short- or long-term disability or
other leave of absence, or (B) such Business Employee153s exercise of his or her
right to recall, rehire or other return to employment under an applicable
Contract or Applicable Law. Unless a written acceptance of an offer of
employment is required by Applicable Law, a Business Employee who continues
employment with Buyer (or one of its Subsidiaries) shall be deemed to have
accepted such offer of employment, unless such Business Employee specifically
declines such offer of employment. Business Employees who accept (or are deemed
to have accepted) such offer of employment shall collectively be referred to as
the “Transferred Employees“.

(b) Buyer agrees (i) effective as of the Closing, to be the “successor” for
all purposes under, and agrees to be bound by, the Collective Bargaining
Agreement, and to provide any and all compensation and benefits required under
the terms thereof, (ii) effective as of the Closing, (i)otherwise to be bound
by, and comply with all of the terms and conditions of, the Collective
Bargaining Agreement and (iii) to execute and deliver, on or prior to the
Closing, all documentation and agreements required to effectuate the foregoing;
provided, however, that except with respect to paid time off,
personal and sick time credited by Buyer pursuant to Section 9.05, Seller shall
retain and be solely liable for all liabilities, obligations and expenses for
compensation and benefits of Union Employees relating to periods prior to the
Closing Date (the “Retained Union Employee Benefit
Liabilities“).

Section 9.02. Maintenance of Compensation and Benefits. Buyer agrees
that for a period of 12 months after the Closing Date (the “Relevant
Period“), it shall provide (or cause its Affiliates to provide) each
Non-Union Transferred Employee with (i) an annual base salary and (ii) incentive
compensation opportunities that are at least equal to his or her annual base
salary and incentive compensation opportunities provided by Seller in effect
immediately prior to the Closing. In addition, Buyer agrees that during the
Relevant Period, it shall provide (or cause its Affiliates to provide) Non-Union
Transferred Employees with benefits that are at least comparable in the
aggregate to the benefits provided by Seller to Non-Union Transferred Employees
immediately prior to the Closing (including, for such purpose, severance
benefits and excluding, for such purpose, (A) retirement and other benefits
under any defined benefit pension plan (including, without limitation, the
Seller DB Plan (as defined below)), (B) any benefits under any retiree medical
or welfare benefits plan, (C) any benefits under any equity based plan
(including, without limitation, the Employee Stock Purchase Plan for Murphy Oil
Corporation, the Murphy Oil Corporation Long-Term Incentive Plan and the Murphy
Oil Corporation 1992 Stock Incentive Plan), and (D) any stay or similar
bonuses). Buyer agrees that after the expiration of the Relevant Period, it
shall provide (or cause its Affiliates to provide) Non-Union Transferred
Employees with compensation and benefits that are at least comparable in the
aggregate to the compensation and benefits (including, for such purpose,
severance benefits) provided to similarly situated employees of Buyer or its
Affiliates.

Section 9.03. Defined Contribution Plans. (a)

(i) Effective as of the Closing, Buyer shall cover (or cause to be covered)
each Non-Union Transferred Employee under a defined contribution plan intended
to qualify under Section 401(a) of the Code and its related trust (the
“Buyer DC Plan“) on a basis at least comparable to the basis on
which similarly situated employees of Buyer or its Affiliates

participate in the Buyer DC Plan and on terms and conditions that reflect the
service credit provisions of Section 9.05. Buyer agrees to cause the Buyer DC
Plan to provide for a supplemental employer profit sharing contribution (the
“Profit Sharing Contribution”) to be allocated to each Non-Union Transferred
Employee who is a participant in the Buyer DC Plan (a “Non-Union
Transferred Participant“). The Profit Sharing Contribution shall be
made only for the plan year of the Buyer DC Plan in which the Closing Date
occurs and the next following plan year of the Buyer DC Plan and shall be
allocated as of the last day of the applicable plan year of the Buyer DC Plan.
For the plan year of the Buyer DC Plan in which the Closing Date occurs, the
Profit Sharing Contribution shall equal 2.7% of each eligible Non-Union
Transferred Participant153s compensation (as defined under the Buyer DC Plan) for
such plan year and, for the next following plan year of the Buyer DC Plan, the
Profit Sharing Contribution shall equal the Adjusted Profit Sharing Contribution
Percentage of each eligible Non-Union Transferred Participant153s compensation for
such plan year. For each such plan year of the Buyer DC Plan: (A) all of the
Non-Union Transferred Participants who are not highly compensated employees (as
defined in Section 414(q) of the Code) for such plan year shall be eligible for
the Profit Sharing Contribution for such plan year, and (B) one or more of the
Non-Union Transferred Participants who are highly compensated employees for such
plan year shall be eligible for the Profit Sharing Contribution for such plan
year only to the extent the Profit Sharing Contribution, if made, shall satisfy
the tax qualification requirements applicable to the Buyer DC Plan (including,
without limitation, the requirements of Sections 401(a)(4) and 410(b) of the
Code), as reasonably determined by Buyer. Nothing contained in this Agreement
shall obligate Buyer to cause the Buyer DC Plan to provide for the Profit
Sharing Contribution or any other supplemental employer contribution in respect
of any Non-Union Transferred Participant153s compensation for any other plan year
of the Buyer DC Plan.

(ii) Effective as of the Closing, each Non-Union Transferred Employee shall
cease to be an active participant in the Thrift Plan for Employees of Murphy Oil
Corporation (As Restated Generally Effective January 1, 2002 Including
Amendments Made Between 2002 and 2008), an Employee Plan that is a defined
contribution plan intended to qualify under Section 401(a) of the Code and its
related trust (the “Seller DC Plan“); provided that as
of the Closing, Seller shall take all actions necessary to cause all Non-Union
Transferred Employees to be fully vested in their accrued benefits under the
Seller DC Plan. Seller and the Seller DC Plan shall retain all assets and
liabilities under the Seller DC Plan, including responsibility for all benefits
with respect to each such Non-Union Transferred Employee in respect of the
period prior to the Closing under the Seller DC Plan (except to the extent of
any “direct rollover” to the Buyer DC Plan, as provided below), and Seller shall
retain all liability for any and all contributions required to be made to the
Seller DC Plan under the terms of the Seller DC Plan or Applicable Law.

(iii) Effective as of the Closing or at any time thereafter reasonably
requested by Buyer (but not later than the 60th day following the Closing Date),
a Non-Union Transferred Employee shall be eligible to effect a “direct rollover”
(as described in Section 401(a)(31) of the Code) of an “eligible rollover
distribution” (as described in Section 402(f)(2)(A) of the Code) of his or her
account balances (including participant loans) under the Seller DC Plan to the
Buyer DC Plan in the form of cash and participant loan notes.

(iv) Buyer shall have no obligation or liability under the Seller DC Plan and
Seller shall defend, indemnify and hold harmless Buyer and its Affiliates
against any and all claims, loss, liability or expense under or relating to the
Seller DC Plan or arising out of any Transferred Employee153s participation in the
Seller DC Plan, including claims for benefits under the Seller DC Plan.

(b) As of the Closing, Buyer shall assume the sponsorship of the Thrift Plan
for Employees of Murphy Oil USA, Inc. Represented by International Union of
Operating Engineers AFL-CIO, Local No. 305, Superior, Wisconsin (As Restated
Generally Effective January 1, 2002 Including Amendments Made Between 2002 and
2008), a defined contribution plan intended to qualify under Section 401(a) of
the Code and its related trust (the “Union DC Plan“);
provided that Seller shall take such actions as are necessary to cause
the Murphy Oil Common Stock fund to be frozen as to new investment contributions
to or intra-fund transfers into such fund as of the Closing Date. Not later than
the Closing, or as reasonably practicable thereafter (but in no event later than
as required by Applicable Law), Seller shall make all contributions and
participant loan repayments to the Union DC Plan required to be made in respect
of the period prior to the Closing under the terms of the Union DC Plan
(including, without limitation, all pre-tax and after-tax contributions and loan
repayments of participants in the Union DC Plan deducted from the compensation
of participants in respect of the period prior to the Closing). Subject to
Buyer153s indemnification rights under Article 12, from and after the Closing,
Buyer and the Union DC Plan shall assume all assets and liabilities under the
Union DC Plan and Seller shall have no obligation or liability for benefits
under the Union DC Plan, and Buyer shall defend, indemnify and hold harmless
Seller against any and all claims, loss, liability or expense under or with
respect to the Union DC Plan or arising out of any current or former Union
Employee153s participation in the Union DC Plan, including claims for benefits
under the Union DC Plan.

Section 9.04. Defined Benefit Plans. (a) With respect to the
Retirement Plan of Murphy Oil Corporation (as restated January 1, 2002), an
Employee Plan that is a defined benefit plan intended to qualify under Section
401(a) of the Code, and its related trust (the “Seller DB
Plan“):

(i) Each Non-Union Transferred Employee who is a participant in the Seller DB
Plan shall cease to be an active participant in the Seller DB Plan as of the
Closing; provided that as of the Closing, Seller shall take all actions
necessary to cause all Non-Union Transferred Employees to be fully vested in
their accrued benefits under the Seller DB Plan. Seller and the Seller DB Plan
shall retain all assets and liabilities thereunder, including responsibility for
all benefits with respect to each such Non-Union Transferred Employee under the
terms of the Seller DB Plan, and Seller shall retain any and all liability in
respect of the Seller DB Plan, including, without limitation, all liability for
any and all contributions required to be made to the Seller DB Plan under the
terms of the Seller DB Plan or Applicable Law;

(ii) Buyer shall have no obligation or liability under the Seller DB Plan and
Seller shall defend, indemnify and hold harmless Buyer and its Affiliates
against any and all claims, loss, liability or expense under or relating to the
Seller DB Plan or arising out of any Transferred Employee153s participation in the
Seller DB Plan, including claims for benefits under the Seller DB Plan.

(b) Effective as of the Closing, Buyer shall assume the sponsorship of the
Retirement Plan for Employees of Murphy Oil USA, Inc. Represented by
International Union of Operating Engineers AFL-CIO Local No. 305, Superior,
Wisconsin (As Restated Generally Effective January 1, 2002, Including Amendments
Made Between 2002 and 2008), a defined benefit pension plan intended to qualify
under Section 401(a) of the Code, and its related trust (the “Union DB
Plan“). Not later than the Closing, Seller shall make all contributions
to the Union DB Plan required to be made prior to the Closing under the Union DB
Plan or Applicable Law. Subject to Buyer153s indemnification rights under Article
12, from and after the Closing, Buyer and the Union DB Plan shall assume all
assets and liabilities under the Union DB Plan and Seller shall have no
obligation or liability for benefits under the Union DB Plan, and Buyer shall
defend, indemnify and hold harmless Seller against any and all claims, loss,
liability or expense under or with respect to the Union DB Plan or arising out
of any current or former Union Employee153s participation in the Union DB Plan,
including claims for benefits under the Union DB Plan.

Section 9.05. Credit for Past Service; Annual Bonus. (a) Buyer shall
grant (or cause its Affiliates to grant) each Transferred Employee credit for
years of prior service with Seller or any of its Subsidiaries or their
respective predecessors for all purposes under each “employee benefit plan”
(within the meaning of Section 3(3) of ERISA) sponsored or maintained by Buyer
or any of its Affiliates, including benefit accrual; provided,
however, that such credit shall not result in a duplication of benefits.
Buyer and Seller agree to cooperate and exchange such information as is
necessary to determine such service credit and avoid any such duplication of
benefits. For the avoidance of doubt, Buyer shall credit each Transferred
Employee with all paid time off and personal or sick leave credited and unused
by such Transferred Employee through the Closing Date.

(b) Seller shall pay to each Transferred Employee in the first quarter of the
2012 calendar year, a pro rata amount of the annual bonus, if any, that
otherwise would be payable under the Murphy Oil Corporation 2007 Annual
Incentive Plan to each Transferred Employee for the 2011 calendar year had such
employee been employed by Seller or an Affiliate thereof on the last day of the
calendar year. Such amount shall be equal to the amount otherwise payable to
each such Transferred Employee (had such Transferred Employee continued in
employment with Seller) multiplied by a fraction, the numerator of which is the
number of days each such Transferred Employee was employed by Seller or an
Affiliate thereof in the year in which the Closing occurs, and the denominator
of which is 365.

Section 9.06. Welfare Plans; ESPP. (a) As of the Closing, each
Non-Union Transferred Employee shall cease participation in the health and
welfare benefit plans of Seller and its Affiliates (each, a “Seller
Welfare Plan“) and commence participation in the health and welfare
benefit plans maintained, administered or contributed to by Buyer or its
Affiliates, subject to the terms and conditions of such plans except to the
extent provided herein. Seller and its Affiliates shall be responsible for
claims incurred under a Seller Welfare Plan for Non-Union Transferred Employees
and their beneficiaries and dependents prior to the Closing. All claims incurred
under a Seller Welfare Plan for Non-Union Transferred Employees and their
beneficiaries and dependents at or after the Closing shall be the responsibility
of Buyer or its Affiliates. For purposes of this Section 9.06, the Seller
Welfare Plans shall include life, accidental death and dismemberment, business
travel accident, health or medical, dental, vision care and/or prescription drug
and short-and long-term disability benefit plans and the following claims shall
be deemed to be incurred as follows: (i) in the case of life, accidental death
and dismemberment and business travel accident insurance benefits, upon the
death or accident giving rise to such benefits; (ii) in the case of health or
medical, dental, vision care and/or prescription drug benefits, upon provision
of such services, materials or supplies; and (iii) in the case of short- and
long-term disability benefits, upon the occurrence of the disability giving rise
to such benefits.

(b) Buyer shall (or shall cause its Subsidiaries to):

(i) provide each Transferred Employee with credit towards the satisfaction of
all limitations as to any applicable pre-existing conditions, exclusions,
waiting periods and actively-at-work requirements with respect to participation
and coverage requirements applicable to the Non-Union Transferred Employees
under any health and welfare plans in which such Non-Union Transferred Employees
are eligible to participate after the Closing to the extent that such credit was
provided to such Non- Union Transferred Employee under the applicable Seller
Welfare Plan; and

(ii) for the plan year in which the Closing Date occurs, provide each
Non-Union Transferred Employee with credit for any co-payments and deductibles
paid prior to the Closing in satisfying any applicable deductible or
out-of-pocket requirements under any health and welfare plans that such
Non-Union Transferred Employees are eligible to participate in after the
Closing.

Buyer and Seller agree to cooperate and exchange such information as is
necessary in order for Buyer to comply with this Section 9.06(b).

(c) Effective as of the Closing, Buyer shall assume the sponsorship of each
Union Welfare Plan (other than the Union Welfare Plans set forth on Section
3.15(h)(ii) of the Seller Disclosure Schedule), which sponsorship shall include,
to the extent applicable, responsibility for “continuation coverage” required to
be provided under each such Union Welfare Plan for “qualified beneficiaries”
under Section 4980B of the Code and Sections 601-608 of ERISA;
provided, that Buyer shall not assume the sponsorship of any such Union
Welfare Plan that covers employees of Seller who are not Transferred Employees;
provided, further, that to the extent any Union Welfare Plan covers
employees who are not Union Employees, Buyer shall not assume the sponsorship of
such Union Welfare Plan and Buyer shall provide coverage to Union Transferred
Employees in accordance with the applicable provisions of the Collective
Bargaining Agreement. Seller agrees to cooperate and provide such information as
is necessary for Buyer to provide such coverage to the Union Transferred
Employees. For the avoidance of doubt, the Union Welfare Plans assumed by Buyer
shall not include the provision of retiree medical or other retiree benefits. In
accordance with Section 9.01(b), as of the Closing, Buyer shall provide the
medical benefits required by the terms of the Collective Bargaining Agreement to
Union Transferred Employees and their beneficiaries.

(d) Effective as of the Closing, Seller shall transfer from medical and
dependent care flexible spending account plans of Seller and its Affiliates
(each, a “Seller FSA Plan“) to one or more medical and
dependent care flexible spending account plans established or designated by
Buyer (collectively, the “Buyer FSA Plan“), and Buyer shall
assume, the responsibility for account balances of Transferred Employees and for
the obligations of the Seller FSA Plans to provide benefits to Transferred
Employees with respect to such transferred account balances at or after the
Closing. As soon as reasonably practicable after the Closing Date, Seller shall
provide Buyer with the account balance information relating to such transferred
account balances. Each Transferred Employee shall continue to have payroll
deductions made under the Buyer FSA Plan as most recently elected by him or her
under the applicable Seller FSA Plan. Promptly after the Closing Date, Buyer
shall promptly reimburse Seller for benefits paid by the Seller FSA Plans with
respect to the Seller FSA Plan year in which the

Closing Date occurs to any Transferred Employee prior to the Closing to the
extent in excess of the payroll deductions made in respect of such Transferred
Employee prior to Closing with respect to the Seller FSA Plan year in which the
Closing Date occurs. Promptly after the Closing, Seller shall transfer to Buyer
in cash any excess amount credited to the Seller FSA Plan that results from the
Transferred Employees153 payroll deductions credited to the Seller FSA Plan
exceeding the total amount of benefits that have been paid under the Seller FSA
Plan prior to the Closing with respect to the Seller FSA Plan153s plan year in
which the Closing Date occurs.

(e) Except as provided in Section 9.06(b), (i) Seller shall have sole
responsibility for “continuation coverage” benefits for any Business Employee,
any Transferred Employee and all “qualified beneficiaries” of any Business
Employee for whom a “qualifying event” occurs prior to or at the Closing
(including all qualifying events that occur in connection with the consummation
of the transactions contemplated by this Agreement) and (ii) Buyer shall have
sole responsibility for “continuation coverage” benefits for any Transferred
Employee and all “qualified beneficiaries” of any Transferred Employee for whom
a “qualifying event” occurs after Closing. The terms “continuation coverage,”
“qualified beneficiaries” and “qualifying event” shall have the meanings
ascribed to them under Section 4980B of the Code and Sections 601-608 of ERISA.

(f) The treatment of the accounts of each Transferred Employee participating
in the Employee Stock Purchase Plan for Murphy Oil Corporation immediately prior
to the Closing shall be determined by the terms of such plan;
provided, that Seller shall take such actions as are necessary to cause
the Union Employees to cease to be participants in the Employee Stock Purchase
Plan for Murphy Oil Corporation as of the Closing.

Section 9.07. Retiree Welfare Benefits. (a) Except as set expressly
forth in Section 9.07(b), Seller shall retain all liabilities and obligations
under the Seller Group Insurance Plans and Seller and its Affiliates shall be
responsible for all post-retirement medical, dental and life insurance
(“Seller Retiree Welfare Benefit“) coverage for any Business
Employees, retired employees or eligible former employees, and their eligible
dependents and beneficiaries of Seller and its Affiliates. Seller and its
Affiliates also shall make available or cause to be made available Seller
Retiree Welfare Benefit coverage to any Business Employee who is not a Union
Employee and who satisfies the eligibility requirements for a Seller Retiree
Welfare Benefit under the Seller Group Insurance Plans or other applicable plan
as of the Closing Date and elects to retire from active service with Seller on
or prior to the Closing Date, and any such Business Employee who is not a Union
Employee who retires on or immediately prior to the Closing Date shall otherwise
be considered a Business Employee for purposes of Article 9. Buyer shall have no
obligation or liability under the Seller Group Insurance Plans and Seller shall
defend, indemnify and hold harmless Buyer and its Affiliates against any and all
claims, loss, liability or expense under or relating to the Seller Group
Insurance Plans and any participation in any Seller Group Insurance Plan by any
Business Employee, retired employee or eligible former employee of Seller or its
Affiliates or any such employee153s eligible dependents and beneficiaries.

(b) Effective as of the Closing and subject to the terms and conditions of
the Collective Bargaining Agreement as in effect from time to time (or any
subsequent applicable collective bargaining agreement), Buyer shall assume the
liabilities and provide for coverage for post-retirement medical and dental
benefits for each Union Transferred Employee who elects to retire from active
service with Buyer or its Affiliates following the Closing Date (the
“Buyer Retiree Medical Benefits“), to the extent that such
Union Transferred Employee satisfies the eligibility requirements for
post-retirement medical and dental benefit coverage under or provided by the
Collective Bargaining Agreement. Buyer shall defend, indemnify and hold harmless
Seller and its Affiliates against any and all claims, loss, liability or expense
relating to the Buyer Retiree Medical Benefits or arising out of any retired
Union Transferred Employee153s claim for benefits with respect to any Buyer
Retiree Medical Benefits.

Section 9.08. Workers153 Compensation. Buyer153s workers153 compensation
program shall be responsible for all claims for benefits that are based upon
events occurring at or after Closing by participating Transferred Employees.
Seller153s workers153 compensation program shall be responsible for all claims for
benefits that are based upon events occurring prior to Closing by participating
Business Employees.

Section 9.09. Withholding. Buyer and Seller agree to comply with the
Standard Procedure described in Section 4 of Revenue Procedure 2004-53, 2004-2
C.B. 320 (the “Standard Procedure“). Seller shall, in
accordance with Revenue Procedure 2004-53, assume all responsibility for
preparing and filing Form W-2, Wage and Tax Statements; Form W-3, Transmittal of
Income and Tax Statements; Form 941, Employer153s Quarterly Federal Tax Returns;
Form W-4, Employee153s Withholding Allowance Certificates; and Form W-5, Earned
Income Credit Advance Payment Certificates (collectively, the “Employee
Withholding Documents“) with regard to wages paid to Transferred
Employees through the Closing Date. Buyer shall assume all responsibility for
preparing and filing the Employee Withholding Documents with regard to wages
paid to Transferred Employees after the Closing Date. Buyer and Seller shall
cooperate in good faith to the extent necessary to permit each of them to comply
with the Standard Procedure.

Section 9.10. Allocation of Certain Liabilities. Other than as
provided in Section 2.04(d), Buyer shall be solely responsible for all
liabilities, obligations, costs and expenses (including reasonable attorneys153
fees) for all employment and other claims by any Transferred Employee arising
from the employment of such Transferred Employee by Buyer or its Affiliates at
or after the Closing relating to arbitrations, unfair labor practice charges,
employment discrimination charges, wrongful termination claims, workers153
compensation claims, any employment-

related tort claim or other similar claims or charges of or by any
Transferred Employee. Other than as provided in Section 2.03(c), Seller shall be
solely responsible for all liabilities, obligations, costs and expenses
(including reasonable attorneys153 fees) for all employment or other claims
relating to arbitrations, unfair labor practice charges, employment
discrimination charges, wrongful termination claims, workers153 compensation
claims, any employment-related tort claim or other similar claims or charges by
any Business Employee arising from the employment of such Business Employee by
Seller or its Affiliates prior to the Closing.

Section 9.11. Employee Communications. Seller and Buyer shall
cooperate in communications with Business Employees with respect to employee
benefit plans maintained by Seller or Buyer and with respect to other matters
arising in connection with the transactions contemplated by this Agreement.

Section 9.12. Acknowledgement. Buyer and Seller acknowledge and
agree that, except as provided in Section 9.02, nothing contained in this
Agreement shall be construed to limit in any way the rights of Buyer or its
Affiliates to terminate the employment, or modify the compensation, benefits or
other terms and conditions of employment, of any Transferred Employee from and
after the Closing; provided that such termination or modification is in
accordance with Applicable Law and the provisions of this Article 9. Buyer and
Seller further acknowledge and agree that nothing in this Agreement shall be
construed to limit in any way the rights of Buyer or its Affiliates to amend,
modify or terminate any employee benefit plan, program, arrangement, policy or
agreement of Buyer or its Affiliates following the Closing.

Section 9.13. No Third Party Beneficiaries. Without limiting the
generality of Section 14.08, no provision of this Article 9 shall (a) create any
third party beneficiary or other rights in any employee or former employee
(including any beneficiary or dependent thereof) of Seller or its Affiliates,
Buyer or any of its Affiliates or any other Person other than the parties hereto
and their respective successors and permitted assigns, (b) constitute or create
or be deemed to constitute or create an employment agreement or (c) constitute
or be deemed to constitute an amendment to any employee benefit plan sponsored
or maintained by Seller or its Affiliates or Buyer or its Affiliates.

Section 9.14. Cooperation. Each of Buyer and Seller recognize it to
be in the best interests of the parties hereto and their respective employees
that the transactions in this Article 9 be effected in an orderly manner and
agree to devote their respective best efforts and to cooperate fully in
complying with the provisions of this Article 9. Without limiting the generality
of the foregoing, each of the parties agrees to execute, deliver and file all
documents and to take all such actions as are deemed necessary or desirable in
order to carry out and perform the purposes of this Article 9 and to facilitate
the transactions referred to in this Article 9.

ARTICLE 10

INTELLECTUAL PROPERTY MATTERS

Section 10.01. License Grants. Subject to the terms and conditions
set forth in this Article 10, effective as of Closing, Seller grants to Buyer:

(a) a non-exclusive, perpetual, irrevocable, non-sublicensable,
nontransferable (except as otherwise set forth in Section 10.02), royalty-free,
fully paid up license to use the Owned Intellectual Property Rights but solely
to the extent currently used in the conduct of the Business (the “OIPR
License“); and

(b) a non-exclusive, non-sublicensable, non-transferable (except as otherwise
set forth in Section 10.02), royalty-free, fully paid up license to use the
Franchise Licensed Marks during the FIPR Term in the conduct of the Continuing
PMPA Franchise Business but solely to the extent currently used in the conduct
of the Spur Franchise Business (the “FIPR License“, and
together with the OIPR License, the “Licenses“) (it being
understood that, for purposes of this clause (b), any and all use of the
Franchise Licensed Marks by Buyer hereunder shall inure to the benefit of
Seller, and Buyer shall use such Franchise Licensed Marks only in the form and
manner currently used in the Spur Franchise Business)).

Section 10.02. Transfer of Licenses. In the event that Buyer sells,
assigns, transfers or otherwise disposes of the Business to another Person, or
in the event of a merger of Buyer with, or acquisition of Buyer or all or
substantially all of the assets of Buyer by, another Person, the Licenses may be
transferred or assigned to such Person (a “Permitted
Transferee“) subject to such Person153s assumption in writing of the
obligations of Buyer set forth in this Agreement and such Licenses;
provided that no such assumption shall relieve Buyer of any of its
obligations hereunder or thereunder.

Section 10.03. Licensed IPR. (a) Subject to Section 10.03(c), at
Closing, Seller shall transfer, or cause to be transferred, to Buyer all of
Seller153s and its Subsidiaries153 right, title and interest in and to all Business
Licensed IPR to the extent such Business Licensed IPR are Transferable by Seller
or its Subsidiaries.

(b) Subject to Section 10.03(c), at Closing, Seller shall grant, or cause to
be granted, to Buyer a non-exclusive, perpetual, irrevocable, non-sublicensable,
nontransferable sublicense to use (solely to the extent currently used in the
conduct of the Business) any and all (i) Business Licensed IPR to the extent
such Business Licensed IPR are Licensable but not Transferable by Seller or its
Subsidiaries and (ii) Shared Licensed IPR to the extent such Shared Licensed IPR
are Licensable by Seller or its Subsidiaries.

(c) Buyer acknowledges and agrees that certain Business Licensed IPR may not
be Transferable or Licensable and that certain Shared Licensed IPR may not be
Licensable. In the event that Buyer153s inability to use or exploit any such
Licensed IPR would reasonably be expected to have a materially adverse

affect on the Business, Seller shall use commercially reasonable efforts to
effect a transfer (solely in the case of Business Licensed IPR) or sublicense
(subject to the terms and conditions set forth in Section 10.03(b)) to Buyer of
such Licensed IPR; provided that (i) any cost or expense incurred in
connection with such transfer or sublicense shall be borne solely and
exclusively by Buyer and (ii) in no event shall any such transfer or sublicense
impose upon Seller any incremental obligation (other than any costs or expenses
in respect of which Seller will be reimbursed in full by Buyer), impair Seller153s
Intellectual Property Rights or other rights (it being understood that such
transfer or sublicense, in and of itself, shall not constitute an impairment of
Seller153s rights) or otherwise result in any detriment to the business of Seller.

(d) In the event that Buyer materially breaches any of the terms and
conditions set forth in Section 10.03(b) or Section 10.03(c) with respect to a
sublicense of Licensed IPR (an “LIPR Sublicense“) or any of the
terms and conditions set forth in a third party agreement granting Seller or an
Affiliate thereof, as the case may be, a license to such Licensed IPR (a
“Third Party License Agreement“), and such breach is not
completely and fully cured within the lesser of (i) the cure period, if any,
applicable to such breach set forth in the Third Party License Agreement and
(ii) 30 days after notice to Buyer identifying such breach, Seller shall have
the right to terminate such LIPR Sublicense immediately upon notice to Buyer.
For the avoidance of doubt, in the event that Buyer materially breaches any term
or condition of a Third Party License Agreement and such agreement does not
provide for a cure period for such breach prior to termination of any license to
Licensed IPR, Buyer shall not be entitled to any cure period in respect of such
breach prior to termination of the LIPR Sublicense for such Licensed IPR.

Section 10.04. Restrictions on Use and Disclosure of Intellectual
Property Rights. Buyer shall not:

(a) disclose any Owned Intellectual Property Right, Franchise Licensed Mark
or Licensed IPR to any Person except to the extent (i) necessary to exercise the
Licenses or any LIPR Sublicense, (ii) not prohibited by any Third Party License
Agreement or (iii) required under any Applicable Law;

(b) challenge the validity or ownership of any Owned Intellectual Property
Right or Franchise Licensed Mark or claim adversely or assist in any claim
adverse to Seller concerning any right, title or interest in any such
Intellectual Property Rights; or

(c) do or permit any act that may directly or indirectly impair or prejudice
any Owned Intellectual Property Right or Franchise Licensed Mark or be
detrimental to the reputation and goodwill of Seller and its Affiliates.

Section 10.05. Improvements. For the avoidance of doubt, Buyer shall
not be entitled to receive, and Seller and its Subsidiaries shall have no
obligation to provide, any improvements, modifications, enhancements or upgrades
(“Improvements“) made following the Closing Date by Seller or
its Subsidiaries to any Intellectual Property Rights.

Section 10.06. Reservation of Rights. Buyer acknowledges and agrees
that (i) the Licenses and any LIPR Sublicense are the only licenses and
sublicenses granted herein to Buyer with respect to any Intellectual Property
Rights and (ii) no other licenses or sublicenses whatsoever have been granted to
Buyer, expressly or by implication or estoppel, by the provisions of this
Agreement with respect to any Intellectual Property Rights. Any and all rights
in and to any Intellectual Property Rights not expressly granted to Buyer herein
are reserved and retained by Seller.

Section 10.07. NO ADDITIONAL REPRESENTATIONS OR WARRANTIES. EXCEPT
AS EXPRESSLY PROVIDED IN SECTION 3.11, THE LICENSES, ANY LIPR SUBLICENSE AND ANY
INTELLECTUAL PROPERTY RIGHTS PROVIDED PURSUANT TO THIS ARTICLE 10 ARE PROVIDED
“AS-IS” WITH NO REPRESENTATIONS OR WARRANTIES, AND SELLER AND ITS AFFILIATES
HEREBY EXCLUDE AND DISCLAIM ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES
WITH RESPECT TO THE LICENSES, ANY LIPR SUBLICENSE AND ANY INTELLECTUAL PROPERTY
RIGHTS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY REPRESENTATION OR
WARRANTY WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE OR NON-INFRINGEMENT.

Section 10.08. LIMITATION OF LIABILITY. IN NO EVENT SHALL SELLER OR
ANY OF ITS AFFILIATES BE LIABLE FOR ANY DAMAGES RELATED TO OR ARISING FROM THE
EXERCISE OF THE LICENSES, ANY LIPR SUBLICENSE, ANY OTHER TRANSACTION
CONTEMPLATED BY THIS ARTICLE 10 OR BUYER153S, ANY OF ITS AFFILIATES153 OR ANY
PERMITTED TRANSFEREE153S USE OF ANY INTELLECTUAL PROPERTY RIGHTS.

ARTICLE 11

CONDITIONS TO CLOSING

Section 11.01. Conditions to Obligations of Buyer and Seller. The
obligations of Buyer and Seller to consummate the Closing are subject to the
satisfaction, or waiver by each of Buyer and Seller, of the following
conditions:

(a) All necessary filings and notifications under the HSR Act relating to the
transactions contemplated hereby shall have been made and any applicable waiting
period under the HSR Act shall have expired or been terminated.

(b) No order, ruling, judgment, injunction or decree, preliminary or
otherwise, issued by any Governmental Authority of competent jurisdiction shall
(i) prohibit the consummation of the Closing or (ii) reasonably be expected to
have a Material Adverse Effect on the effective operation of the Business (as it
is currently operated by Seller and its Subsidiaries) by Buyer after the
Closing.

Section 11.02. Conditions to Obligation of Buyer. The obligation of
Buyer to consummate the Closing is subject to the satisfaction, or waiver by
Buyer, of the following further conditions:

(a) (i) Seller shall have performed in all material respects all of its
obligations hereunder required to be performed by it on or prior to the Closing
Date; (ii) the representations and warranties of Seller contained in this
Agreement and in any certificate or other writing delivered by Seller pursuant
hereto (disregarding any materiality or Material Adverse Effect or similar
qualifications contained therein) shall be true (prior to any amendment or
supplements of the Seller Disclosure Schedule pursuant to Section 14.12) at and
as of the Closing Date, as if made at and as of such date (except for
representations and warranties that are made as of a specific date, which
representations and warranties shall be true as of such specific date,
disregarding, for purposes of this parenthetical, the reference to “as of the
date hereof” in the lead in clause to Article 3), with only such exceptions as
would not in the aggregate reasonably be expected to have a Material Adverse
Effect; and (iii) Buyer shall have received a certificate signed by an executive
officer of Seller on behalf of Seller to the foregoing effect.

(b) Seller shall have delivered to Buyer a certificate, in accordance with
Treasury Regulations section 1.1445-2(b), duly executed and acknowledged,
certifying that Seller is not a foreign person and, thus, is exempt from
withholding pursuant to the Foreign Investment in Real Property Tax Act.

(c) All consents and authorizations specified in Section 11.02(c) of the
Seller Disclosure Schedule required for the consummation of the transactions
contemplated by this Agreement shall have been obtained and remain in effect.

(d) The agreements specified in Section 11.02(d) of the Seller Disclosure
Schedule shall have been executed and delivered by the parties thereto (other
than Seller or its Affiliates).

(e) From the date of this Agreement to the Closing, there shall not have been
any event, occurrence, development or state of circumstances or facts that has
had or would reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect.

Section 11.03. Conditions to Obligation of Seller. The obligation of
Seller to consummate the Closing is subject to the satisfaction, or waiver by
Seller, of the following further conditions:

(a)(i) Buyer shall have performed in all material respects all of its
obligations hereunder required to be performed by it at or prior to the Closing
Date, (ii) the representations and warranties of Buyer contained in this
Agreement and in any certificate or other writing delivered by Buyer pursuant
hereto shall be true in all material respects (prior to any amendment or
supplement of the Buyer Disclosure Schedule pursuant to Section 14.12) at and as
of the Closing Date, as if made at and as of such date (except for
representations and warranties that are made as of a specific date, which
representations and warranties shall be true as of such specific date,
disregarding, for purposes of this parenthetical, the reference to “as of the
date hereof” in the lead in clause to Article 4) and (iii) Seller shall have
received a certificate signed by an executive officer of Buyer on behalf of
Buyer to the foregoing effect.

(b) Notice of this Agreement shall have been provided to the parties to the
Consent Decree in accordance with Paragraph 6 of the Consent Decree at least 30
days prior to Closing, and a motion with the Consent Decree Court shall have
been filed to enter the Consent Decree Modification.

ARTICLE 12

SURVIVAL; INDEMNIFICATION

Section 12.01. Survival. (a) The representations and warranties of
the parties hereto contained in this Agreement or in any certificate or other
writing delivered pursuant hereto or in connection herewith shall survive the
Closing until the 18 month anniversary of the Closing Date; except that

(i) the representations and warranties contained in Sections 3.14 (Employee;
Labor Issues), 3.15 (Employee Benefit Plans) and 3.18 (Tax Matters) shall
survive until 30 days following the expiration of the applicable statute of
limitations,

(ii) the representations, and warranties contained in Sections 3.01
(Corporate Existence and Power), 3.02 (Corporate Authorization), 3.13 (Finders153
Fees), 4.01 (Corporate Existence and Power), 4.02 (Corporate Authorization),
4.07 (Finders153 Fees) and 4.08 (Inspections; No Other Representations),
(collectively, the “Fundamental Representations“) shall survive
indefinitely or until the latest date permitted by law, and

(iii) the representations and warranties contained in Section 3.16
(Environmental Compliance) shall survive for a period of 2 years after the
Closing Date.

(b) The covenants and agreements of the parties hereto contained in this
Agreement or in any certificate or other writing delivered pursuant hereto or in
connection herewith shall survive the Closing indefinitely or for the shorter
period explicitly specified therein, except that for such covenants and
agreements that survive for such shorter period, breaches thereof shall survive
indefinitely or until

the latest date permitted by law; provided that breaches of the
covenants contained in Section 5.01 shall survive only until the 18 month
anniversary of the Closing Date. Notwithstanding the preceding sentence, any
breach of covenant, agreement, representation or warranty in respect of which
indemnity may be sought under this Agreement shall survive the time at which it
would otherwise terminate pursuant to the preceding sentence, if notice (which
notice must include reasonable detail regarding the specifics of the breach or
inaccuracy) of the breach or inaccuracy thereof giving rise to such right of
indemnity shall have been given to the party against whom such indemnity may be
sought prior to such time.

Section 12.02. Indemnification. (a) Effective at and after the
Closing and subject to the other provisions of this Article 12, Seller hereby
indemnifies Buyer and its Affiliates, and its and their respective successors
and assigns, and each of their respective directors and officers (or Persons in
a similar capacity) and employees (each, a “Buyer Indemnified
Party“) against, and agrees to defend and hold each of them harmless
from, any and all damages, penalties, fines, costs, losses and expenses
(including reasonable attorneys153 fees and expenses in connection with any
action, suit or proceeding, including amounts paid in settlement)
(“Damages“) imposed upon or actually incurred or suffered by
any Buyer Indemnified Party to the extent such Damages are in connection with,
resulting from or arising out of:

(i) any misrepresentation or breach of warranty (each such misrepresentation
and breach of warranty a “Warranty Breach“) or breach of
covenant or agreement made or to be performed by Seller pursuant to this
Agreement or the certificate delivered pursuant to Section 11.02(a)(iii);

(ii) any Excluded Liability; or

(iii) the matter set forth on Section 12.02(a)(iii) of the Seller Disclosure
Schedule;

provided that with respect to indemnification by Seller for Warranty
Breaches pursuant to Section 12.02(a)(i), (A) Seller shall not be liable for any
Warranty Breach where the amount of Damages with respect to such Warranty Breach
does not exceed $100,000 (the “De Minimis Amount“) (and the
amount of such Damages shall not be aggregated for purposes of clause (B)), (B)
Seller shall not be liable unless the aggregate amount of Damages with respect
to such Warranty Breaches exceeds $6,600,000 (the
“Deductible“) and then only to the extent of such excess and
(C) Seller153s maximum liability for all such Warranty Breaches shall not exceed
$22,000,000 (the “Cap“); provided, further,
that (1) the foregoing limitations shall not apply to any claim for
indemnification for a Warranty Breach with respect to a Fundamental
Representation or Section 3.18 and (2) when calculating the amount Damages for
purposes of this Section 12.02(a), representations and warranties shall be
interpreted without giving effect to any materiality qualifier (e.g.,
“material”, “materiality”, or “Material Adverse Effect”) contained therein.

(b) Effective at and after the Closing and subject to the other provisions of
this Article 12, Buyer hereby indemnifies Seller and its Subsidiaries, and its
and their respective successors and assigns, and each of their respective
directors and officers (or Persons in a similar capacity) and employees (each, a
“Seller Indemnified Party“) against, and agrees to defend and
hold each of them harmless from, any and all Damages imposed upon or actually
incurred or suffered by any Seller Indemnified Party to the extent such Damages
are in connection with, resulting from or arising out of:

(i) any Warranty Breach or breach of covenant or agreement made or to be
performed by Buyer pursuant to this Agreement or the certificate delivered
pursuant to Section 11.03(a)(iii);

(ii) any Assumed Liability; or

(iii) any liability which arises or could arise under the Spur Franchise
Business as a result of the consummation of the transactions contemplated by
this Agreement;

provided that with respect to indemnification by Buyer for Warranty
Breaches pursuant to Section 12.02(b)(i), (A) Buyer shall not be liable for any
Warranty Breach where the amount of Damages with respect to such Warranty Breach
does not exceed the De Minimis Amount (and the amount of such Damages shall not
be aggregated for purposes of clause (B)), (B) Buyer shall not be liable unless
the aggregate amount of Damages with respect to such Warranty Breaches exceeds
the Deductible and then only to the extent of such excess and (C) Buyer153s
maximum liability for all such Warranty Breaches shall not exceed the Cap;
provided, further, that (1) the foregoing limitations shall
not apply to any claim for indemnification for any breach of a Fundamental
Representation and (2) when calculating the amount Damages for purposes of this
Section 12.02(b), representations and warranties shall be interpreted without
giving effect to any materiality qualifier (e.g., “material”, “materiality”, or
“Material Adverse Effect”) contained therein.

(c) Buyer and Seller agree that any payments made pursuant to this Section
12.02 shall be treated for all Tax purposes as an adjustment to the Purchase
Price unless otherwise required by Applicable Law.

Section 12.03. Third Party Claim Procedures. (a) The party seeking
indemnification under this Article 12 (or any other provision of this Agreement
that expressly provides for indemnification) (the “Indemnified
Party“) agrees to give prompt notice in writing to the party against
whom indemnity is to be sought (the “Indemnifying Party“) of
the assertion of any claim or the commencement of any suit, action or proceeding
by any third party (“Third Party Claim“) in

respect of which indemnity may be sought under this Article or such other
provision of this Agreement. Such notice shall set forth in reasonable detail
such Third Party Claim, including the amount thereof (estimated, if necessary,
and if then estimable), and the basis for indemnification (taking into account
the information then available to the Indemnified Party). The failure to so
notify the Indemnifying Party shall not relieve the Indemnifying Party of its
obligations hereunder, except to the extent such failure shall have actually
prejudiced the Indemnifying Party.

(b) The Indemnifying Party shall be entitled to participate in the defense of
any Third Party Claim and, subject to the limitations set forth in this Section
12.03, shall be entitled to control and appoint lead counsel for such defense,
in each case at its own expense.

(c) If the Indemnifying Party shall assume the control of the defense of any
Third Party Claim in accordance with the provisions of this Section 12.03, (i)
the Indemnifying Party shall obtain the prior written consent of the Indemnified
Party (which shall not be unreasonably withheld) before entering into any
settlement of such Third Party Claim, if the settlement does not expressly
unconditionally release the Indemnified Party and its affiliates from all
liabilities and obligations with respect to such Third Party Claim or the
settlement imposes injunctive or other equitable relief against the Indemnified
Party or any of its affiliates, (ii) the Indemnified Party shall be entitled to
participate in the defense of any Third Party Claim and to employ separate
counsel of its choice for such purpose and (iii) the Indemnified Party shall not
enter into any settlement of such Third Party Claim without the prior written
consent of the Indemnifying Party. The fees and expenses of such separate
counsel shall be paid by the Indemnified Party.

(d) In connection with the defense or prosecution of any Third Party Claim,
each party shall (i) cooperate, and cause its respective Affiliates to
cooperate, in the defense or prosecution of such claim, (ii) furnish or cause to
be furnished such documents, records, information and testimony, grant or cause
to be granted access to all reasonably requested witnesses, and attend such
conferences, discovery proceedings, hearings, trials or appeals, in each case as
may be reasonably requested in connection therewith, and (iii) take all
reasonable steps to make available to the other party, upon written request, its
former and current employees, other personnel and agents (whether as witnesses
or otherwise) to the extent that such persons may reasonably be required in
connection therewith. Neither Seller nor Buyer will (and each of Seller and
Buyer shall cause its respective Affiliates not to) destroy or dispose of any
documents, records or information related to the defense or prosecution of any
Third Party Claim without first using its reasonable best efforts to notify the
other party of the proposed destruction or disposition and giving the other
party the opportunity to take possession of or copy such documents, records or
information prior to such destruction or disposition.

Section 12.04. Direct Claim Procedures. In the event an Indemnified
Party has a claim for indemnity under this Article 12 (or any other provision of
this Agreement that expressly provides for indemnification) against an
Indemnifying Party that does not involve a Third Party Claim, the Indemnified
Party agrees to give prompt notice in writing of such claim to the Indemnifying
Party. Such notice shall set forth in reasonable detail such claim, including
the amount thereof (estimated, if necessary, and if then estimable), and the
basis for indemnification (taking into account the information then available to
the Indemnified Party). The failure to so notify the Indemnifying Party shall
not relieve the Indemnifying Party of its obligations hereunder, except to the
extent such failure shall have actually prejudiced the Indemnifying Party.

Section 12.05. Calculation of Damages. (a) The amount of any Damages
payable under this Article 12 (or any other provision of this Agreement that
expressly provides for indemnification) by the Indemnifying Party shall be net
of any amounts recovered or recoverable by the Indemnified Party under
applicable insurance policies (including the Environmental Insurance Policy), or
from any other Person alleged to be responsible therefor and the present value
of any Tax benefit realized by the Indemnified Party arising from the incurrence
or payment of any such Damages. The present value of any such Tax benefit shall
be computed (x) using a discount rate equal to the mid-term applicable federal
rate in effect at the time the relevant payment is made, (y) assuming that the
Tax benefit will be used at the earliest date or dates allowable by Applicable
Law and (z) using the maximum federal or state, as the case may be, corporate
Tax rate in effect at the time the relevant payment is made. If the Indemnified
Party receives any amounts under applicable insurance policies (including the
Environmental Insurance Policy), or from any other Person alleged to be
responsible for any Damages, subsequent to an indemnification payment by the
Indemnifying Party, then such Indemnified Party shall promptly reimburse the
Indemnifying Party for any payment made or expense incurred by such Indemnifying
Party in connection with providing such indemnification payment up to the amount
received by the Indemnified Party.

(b) Notwithstanding anything to the contrary herein, the Indemnifying Party
shall not be liable under this Agreement for any (i) Damages relating to any
matter to the extent that the Indemnified Party had been compensated for such
matter pursuant to the adjustments under Sections 2.08 or 2.09, (ii)
consequential, indirect, incidental, special, exemplary or punitive Damages or
(iii) Damages for lost profits or opportunities.

(c) Each Indemnified Party must use its respective commercially reasonable
efforts to mitigate any loss for which such Indemnified Party seeks
indemnification under this Agreement. If such Indemnified Party mitigates its
loss after the Indemnifying Party has paid the Indemnified Party under any
indemnification provision of this Agreement in respect of that loss, the
Indemnified Party must notify the Indemnifying Party and pay to the Indemnifying
Party the extent of the value of the benefit to the Indemnified Party of that
mitigation within 5 Business Days after the benefit is received.

(d) Each Indemnified Party shall use its respective commercially reasonable
efforts to collect any amounts available under insurance coverage (including
under the Environmental Insurance Policy), or from any other Person potentially
responsible, for any Damages payable under this Article 12 (or any other
provision of this Agreement that expressly provides for indemnification).

Section 12.06. Environmental Procedures. Notwithstanding anything to
the contrary in this Article 12, with respect to any claim for indemnification
hereunder for any Assumed Environmental Liability, Excluded Environmental
Liability or Warranty Breach of Section 3.16 (Environmental Compliance) or, to
the extent relating to Permits required by Environmental Law, Section 3.17
(Permits), or any other claim for indemnification hereunder relating in any way
to any Environmental Law or any spill, release, emission, discharge, disposal or
recycling of, or exposure to, any Hazardous Material (collectively,
“Environmental Matters“), Buyer and Seller agree, in addition
to any other relevant provisions set forth in this Article 12 (and in the case
of any conflict between the provisions of this Section 12.06 and any other
provision in Article 12, the provisions of this Section 12.06 shall apply), as
follows:

(a) The costs of any Remedial Action, which costs are otherwise subject to
indemnification hereunder, shall be indemnified only to the extent such costs
must be incurred to, in a reasonably cost-effective manner, meet the
requirements of any applicable Environmental Law or meet the legally enforceable
demands of any applicable Governmental Authority, using, where possible, risk
based standards, engineering or institutional controls or deed or other
restrictions so long as such standards, controls or restrictions do not
materially limit those industrial activities being performed on the applicable
property as of Closing.

(b) The Indemnifying Party shall have no liability under this Agreement for
any Damages to the extent (i) arising out of any sampling or other invasive
investigation of the air, soil, soil gas, surface water, groundwater, building
materials or other environmental media or any disclosure, report or
communication to, or initiation or encouragement of any action by, any
Governmental Authority or other third party relating to any Environmental
Matters except to the extent such investigation, sampling, disclosure, report,
communication, initiation or encouragement is required to be undertaken by an
Environmental Law or pursuant to the order or directive of any Governmental
Authority; or (ii) arising in connection with any construction, renovation,
modification, expansion, reconstruction, shutdown, demolition, financing or
closure of any asset, facility or real property at or after Closing.

(c) As between Buyer and Seller, the Indemnifying Party shall have the right
at its option to control such Environmental Matter, including the disclosure,
investigation, negotiation, performance, remediation, monitoring, settlement and
resolution of such matter. With respect to any Environmental Matter, (i) the

controlling party shall keep the other party reasonably informed; and (ii)
both parties agree to, and shall cause their Affiliates to, cooperate with the
other party in providing reasonable access to properties and facilities and
reasonably promptly provide each other with copies of all communications
relating to such matter received from or delivered to any Person.

(d) Buyer and Seller acknowledge that the Environmental Insurance Policy will
contain its own procedures, including with respect to notice, cooperation and
defense of claims, and that to the extent any of the provisions of this Article
12 conflict with the provisions of such Environmental Insurance Policy with
respect to any claim that is submitted pursuant to such policy, the terms and
conditions of such Environmental Insurance Policy shall prevail, provided,
however, the terms of such Environmental Insurance Policy shall in no way
limit any right to indemnification provided under this Agreement.

(e) No Indemnifying Party shall have liability under this Agreement for any
Damages to the extent such Damages are exacerbated by acts or omissions of or on
behalf of the Indemnified Party or its Affiliates.

(f) Notwithstanding anything else herein to the contrary, Seller shall have
no liability under this Agreement for any Damages relating to any Environmental
Matters to the extent arising from or relating to the coming into force of, or
the change in, any requirement or obligation set forth in any Environmental Law
or Permit required by Environmental Law (or the interpretation or enforcement of
such Environmental Law or Permit), including any new or modified standard or
requirement for Remedial Action, on or after Closing.

Section 12.07. Assignment of Claims. If the Indemnified Party
receives any payment from an Indemnifying Party in respect of any Damages
pursuant to Section 12.02 and the Indemnified Party potentially could have
recovered all or a part of such Damages from a third party (a
“Potential Contributor“), the Indemnified Party shall assign
such of its rights to proceed against the Potential Contributor as are necessary
to permit the Indemnifying Party to recover from the Potential Contributor the
amount of such payment.

Section 12.08. Exclusivity. Except as specifically set forth in this
Agreement, effective as of the Closing, Buyer (on behalf of itself and its
Affiliates) waives any rights and claims Buyer and its Affiliates may have
against Seller or any of its Affiliates or its or their respective officers,
directors or employees, whether in law or in equity, relating to the Business,
the Purchased Assets or the transactions contemplated hereby. The rights and
claims waived by Buyer include claims for contribution or other rights of
recovery arising out of or relating to any Environmental Law (whether now or
hereinafter in effect), claims for breach of contract, breach of representation
or warranty, negligent misrepresentation and all other claims for breach of
duty. After the Closing, this Article 12 will provide the exclusive remedy for
any misrepresentation or

breach of warranty or any breach of any covenant contained in Section 5.01.
Notwithstanding anything in the foregoing to the contrary, nothing in this
Agreement or any documents or certificates delivered in
connection with this Agreement shall limit any liability for Fraud and the
limitations on liability set forth in Section 12.02(a) and Section 12.02(b)
shall not apply to liabilities for Fraud.

ARTICLE 13

TERMINATION

Section 13.01. Grounds for Termination. This Agreement may be
terminated at any time prior to the Closing:

(a) by mutual written agreement of Seller and Buyer;

(b) by either Seller or Buyer if the Closing shall not have been consummated
on or before the six month anniversary of the date of this Agreement;
provided that the right to terminate this Agreement pursuant to this
Section 13.01(b) shall not be available to any party whose breach of any
provision of this Agreement results in the failure of the Closing to be
consummated by such date;

(c) by either Seller or Buyer if consummation of the transactions
contemplated hereby would violate any nonappealable final order, decree or
judgment of any Governmental Authority having competent jurisdiction; or

(d) by either party if (i) there has been a violation or breach by the other
party of any covenant, representation or warranty contained in this Agreement
(which has not been waived in writing by the non-breaching party), (ii) such
violation or breach is not capable of being cured by the date set forth in
Section 13.01(b) or, after receipt by the breaching party of a written notice of
such violation or breach by the non-breaching party, the breaching party does
not use commercially reasonable efforts to cure such violation or breach as
promptly as reasonably practicable and (iii) such violation or breach would
result in a failure of the conditions set forth in Article 11 being satisfied
(other than conditions that by their nature are to be (and will be) satisfied or
waived at Closing).

The party desiring to terminate this Agreement pursuant to Section 13.01(b)
or Section 13.01(c) shall give notice of such termination to the other party.

Section 13.02. Effect of Termination. If this Agreement is
terminated as permitted by Section 13.01, such termination shall be without
liability of either party (or any stockholder, director, officer, employee,
agent, consultant or representative of such party) to the other party to this
Agreement; provided that if such termination shall result from the
willful and knowing (i) failure of either

party to fulfill a condition to the performance of the obligations of the
other party, (ii) failure to perform a covenant of this Agreement or (iii)
breach by either party hereto of any representation or warranty or agreement
contained herein, such party shall be fully liable for any and all Damages
incurred or suffered by the other party as a result of such failure or breach.
The provisions of Sections 14.02, 14.03, 14.04, 14.05, 14.06, 14.07 and 14.09
shall survive any termination hereof pursuant to Section 13.01.

ARTICLE 14

MISCELLANEOUS

Section 14.01. Notices. All notices, requests and other
communications to any party hereunder shall be in writing (including facsimile
transmission and electronic mail (“e-mail“) transmission, so
long as a receipt of such e-mail is requested and received) and shall be given,

if to Buyer, to:

Calumet Specialty Products Partners, L.P.

2780 Waterfront Pkwy E. Drive

Suite 200

Indianapolis, IN 46214

Attention: Jennifer Straumins

Facsimile No.: 317-328-5668

E-mail: Jennifer.straumins@calumetspecialty.com

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP

717 Texas Avenue

Suite 1600

Houston, TX 77002

Attention: J. Michael Chambers

David Kurzweil

Facsimile No.: 713-546-5401

E-mail: michael.chambers@lw.com

david.kurzweil@lw.com

if to Seller, to:

Murphy Oil Corporation

200 Peach Street, P.O. Box 7000

El Dorado, AR 71731

Attention: Walter Compton

Facsimile No.: (870) 864-6489

E-mail: Walter_Compton@murphyoilcorp.com

with a copy (which shall not constitute notice) to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Attention: William L. Taylor

Facsimile No.: (212) 701-5800

E-mail: william.taylor@davispolk.com

or such other address or facsimile number as such party may hereafter specify
for the purpose by notice to the other parties hereto. All such notices,
requests and other communications shall be deemed received on the date of
receipt by the recipient thereof if received prior to 5:00 p.m. in the place of
receipt and such day is a Business Day in the place of receipt. Otherwise, any
such notice, request or communication shall be deemed not to have been received
until the next succeeding Business Day in the place of receipt.

Section 14.02. Amendments and Waivers. (a) Any provision of this
Agreement may be amended or waived if, but only if, such amendment or waiver is
in writing and is signed, in the case of an amendment, by each party to this
Agreement, or in the case of a waiver, by the party against whom the waiver is
to be effective.

(b) Except as expressly set forth herein, no failure or delay by any party in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
Except as set forth in Section 12.08, the rights and remedies herein provided
shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 14.03. Expenses. Except as otherwise provided herein, all
costs and expenses incurred in connection with this Agreement shall be paid by
the party incurring such cost or expense.

Section 14.04. Successors and Assigns. The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. No party may assign, delegate or
otherwise transfer this Agreement or any of its rights or obligations hereunder
without the consent of each other party hereto; provided, however, that
each party may assign either this Agreement or any of its rights, interests or
obligations hereunder, without the prior written approval of the other party,
(i) to its (direct or indirect) wholly owned Subsidiary or (ii) collaterally to
a lender of such party as security for borrowed funds; provided
further, that no such assignment shall (A) relieve any party from any of
its obligations or liabilities under this Agreement or (B) delay, impair or
impede the consummation of the transactions contemplated by this Agreement or
the performance of such party153s obligations hereunder.

Section 14.05. Governing Law. This Agreement shall be governed by
and construed in accordance with the law of the State of New York, without
regard to the conflicts of law rules of such state.

Section 14.06. Jurisdiction. The parties hereto agree that any suit,
action or proceeding seeking to enforce any provision of, or based on any matter
arising out of or in connection with, this Agreement or the transactions
contemplated hereby shall be brought in the United States District Court for the
Southern District of New York or any New York State court sitting in New York
City, so long as one of such courts shall have subject matter jurisdiction over
such suit, action or proceeding, and that any cause of action arising out of
this Agreement shall be deemed to have arisen from a transaction of business in
the State of New York, and each of the parties hereby irrevocably consents to
the exclusive jurisdiction of such courts (and of the appropriate appellate
courts therefrom) in any such suit, action or proceeding and irrevocably waives,
to the fullest extent permitted by law, any objection that it may now or
hereafter have to the laying of the venue of any such suit, action or proceeding
in any such court or that any such suit, action or proceeding brought in any
such court has been brought in an inconvenient forum. Process in any such suit,
action or proceeding may be served on any party anywhere in the world, whether
within or without the jurisdiction of any such court. Without limiting the
foregoing, each party agrees that service of process on such party as provided
in Section 14.01 shall be deemed effective service of process on such party.

Section 14.07. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.

Section 14.08. Counterparts; Effectiveness; Third Party Beneficiaries.
This Agreement may be signed in any number of counterparts, each of which
shall be an original, with the same effect as if the signatures thereto and
hereto were upon the same instrument. This Agreement shall become effective when
each party hereto shall have received a counterpart hereof signed by the other
party hereto. Until and unless each party has received a counterpart hereof
signed by the other party hereto, this Agreement shall have no effect and no
party shall have any right or obligation hereunder (whether by virtue of any
other oral or written agreement or other communication). Except as provided with
respect to indemnification of Indemnified Parties as set forth in Article 12, no
provision of this Agreement is intended to confer any rights, benefits,
remedies, obligations, or liabilities hereunder upon any Person other than the
parties hereto and their respective successors and permitted assigns;
provided that any claim for indemnification by an Indemnified Party may
only be asserted against an Indemnifying Party if such Indemnified Party has
received the express written consent of Buyer or Seller, as applicable, and a
copy of such consent is delivered to the Indemnifying Party prior to the
assertion of any such claims.

Section 14.09. Entire Agreement. This Agreement (including the
schedules and exhibits referred to in this Agreement) and the Confidentiality
Agreement constitute the entire agreement between the parties with respect to
the subject matter hereof and thereof and supersede all prior agreements and
understandings, both oral and written, between the parties with respect to the
subject matter hereof and thereof.

Section 14.10. Bulk Sales Laws. Buyer and Seller each hereby waive
compliance by Seller with the provisions of the “bulk sales,” “bulk transfer” or
similar laws of any state.

Section 14.11. Severability. If any term, provision, covenant or
restriction of this Agreement 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 shall
remain in full force and effect and shall in no way be affected, impaired or
invalidated so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner materially adverse to any
party. Upon such a determination, the parties shall negotiate in good faith to
modify this Agreement so as to effect the original intent of the parties as
closely as possible in an acceptable manner in order that the transactions
contemplated hereby be consummated as originally contemplated to the fullest
extent possible.

Section 14.12. Disclosure Schedules. (a) Seller and Buyer have set
forth information on the Seller Disclosure Schedule and Buyer Disclosure
Schedule, as applicable, in a section thereof that corresponds to the section of
this Agreement to which it relates. A matter set forth in one section of the
applicable Disclosure Schedule need not be set forth in any other section of the
applicable Disclosure Schedule so long as its relevance to such other section of
the applicable Disclosure Schedule or to a section of this Agreement is
reasonably apparent on the face of the information disclosed therein. The
parties acknowledge and agree that (i) the Seller Disclosure Schedule or Buyer
Disclosure Schedule may include certain items and information solely for
informational purposes for the convenience of Buyer or Seller, as applicable,
and (ii) the disclosure by a party of any matter in the applicable Disclosure
Schedule shall not be deemed to constitute an acknowledgment by such party that
the matter is required to be disclosed by the terms of this Agreement or that
the matter is material.

(b) From time to time prior to the Closing, each party may revise the
Disclosure Schedule applicable to such party to reflect matters arising after
the date hereof or with respect to which such party did not have knowledge as of
the date hereof by delivering a supplement or update to the applicable
Disclosure Schedule (along with a marked copy of such applicable Disclosure
Schedule reflecting such supplement or update, if practicable) to the other
party no later than the third Business Day prior to the Closing Date;
provided that no such supplement or update, (i) to the extent relating
to any matter existing or occurring on or prior to the date hereof that should
have been set forth or described on such

Disclosure Schedule so as to render such Disclosure Schedule true and correct
in all respects, shall cure any misrepresentation or breach of warranty for
purposes of this Agreement, including for purposes of determining whether the
conditions set forth in Article 11 have been satisfied at Closing or for
purposes of the other party153s right to indemnification as provided in Article 12
and (ii) to the extent relating to any matter of which such party has become
aware after the date hereof, shall cure any misrepresentation or breach of
warranty for purposes of this Agreement, including for purposes of determining
whether the conditions set forth in Article 11 have been satisfied at Closing;
provided further, that, if the Closing occurs, each party shall be
deemed to have waived any right to indemnification pursuant to Article 12 with
respect to any matter disclosed pursuant to clause (ii) above.

Section 14.13. Construction and Interpretation. The parties hereto
agree that any rule of construction to the effect that ambiguities are to be
resolved against the drafting party shall not be applied in the construction or
interpretation of this Agreement.

Section 14.14. Specific Performance. The parties hereto agree that
irreparable damage would occur if any provision of this Agreement were not
performed in accordance with the terms hereof and that the parties shall be
entitled to an injunction or injunctions to prevent breaches of this Agreement
or to enforce specifically the performance of the terms and provisions hereof in
any court set forth in Section 14.06, in addition to any other remedy to which
they are entitled at law or in equity.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.


CALUMET SPECIALTY PRODUCTS PARTNERS, L.P. By: Calumet GP, LLC, its general partner

By:	/s/ Jennifer Straumins
	Name:	Jennifer Straumins
	Title:	President and Chief Operating Officer

MURPHY OIL CORPORATION

By:	/s/ Tom McKinlay
	Name:	Tom McKinlay
	Title:	Executive Vice President

[Signature Page to Asset Purchase Agreement]

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