{"id":43302,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/asset-purchase-agreement-murphy-oil-corp-and-calumet-specialty.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"asset-purchase-agreement-murphy-oil-corp-and-calumet-specialty","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/asset-purchase-agreement-murphy-oil-corp-and-calumet-specialty.html","title":{"rendered":"Asset Purchase Agreement – Murphy Oil Corp. and Calumet Specialty Products Partners, L.P."},"content":{"rendered":"

ASSET PURCHASE AGREEMENT <\/strong><\/p>\n

dated as of<\/p>\n

July 25, 2011<\/p>\n

between<\/p>\n

CALUMET SPECIALTY PRODUCTS PARTNERS, L.P. <\/strong>\n<\/p>\n

and<\/p>\n

MURPHY OIL CORPORATION <\/strong><\/p>\n

\n

TABLE OF CONTENTS <\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

PAGE<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

ARTICLE 1<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

DEFINITIONS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 1.01.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Definitions<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 1.02.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Other Definitional and Interpretative Provisions<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

14<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

ARTICLE 2<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

PURCHASE AND SALE<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 2.01.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Purchase and Sale<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

15<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 2.02.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Excluded Assets<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

17<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 2.03.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Assumed Liabilities<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

20<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 2.04.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Excluded Liabilities<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

20<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 2.05.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Non-assignability of Purchased Assets<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

21<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 2.06.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Purchase Price; Allocation of Purchase Price<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

23<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 2.07.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Closing<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

24<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 2.08.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Hydrocarbon Inventory and Adjustment<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

25<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 2.09.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Adjustments for Pro-Rated Expenses<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

27<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 2.10.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Adjustments For Certain Capital Expenditures<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

29<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 2.11.<\/p>\n<\/td>\n

<\/td>\n\n

Dispute Resolution<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

30<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

ARTICLE 3<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

REPRESENTATIONS AND WARRANTIES OF SELLER<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 3.01.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Corporate Existence and Power<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

31<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 3.02.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Corporate Authorization<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

31<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 3.03.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Governmental Authorization<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

31<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 3.04.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Noncontravention<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

31<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 3.05.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Financial Statements<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

32<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 3.06.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Absence of Certain Changes<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

32<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 3.07.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Material Contracts<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

32<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 3.08.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Litigation<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

34<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 3.09.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Compliance with Laws and Court Orders<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

34<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 3.10.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Properties<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

34<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 3.11.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Intellectual Property<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

37<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 3.12.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Insurance Coverage<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

38<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 3.13.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Finders153 Fees<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

38<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 3.14.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Employees; Labor Issues<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

38<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 3.15.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Employee Benefit Plans<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

40<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 3.16.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Environmental Compliance<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

42<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 3.17.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Permits<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

43<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 3.18.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Tax Matters<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

43<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 3.19.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Suppliers<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

44<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 3.20.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Customers<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

44<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

i<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

ARTICLE 4<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

REPRESENTATIONS AND WARRANTIES OF BUYER<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 4.01.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Corporate Existence and Power<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

44<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 4.02.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Corporate Authorization<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

45<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 4.03.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Governmental Authorization<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

45<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 4.04.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Noncontravention<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

45<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 4.05.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Financing<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

45<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 4.06.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Litigation<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

45<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 4.07.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Finders153 Fees<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

46<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 4.08.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Inspections; No Other Representations<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

46<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

ARTICLE 5<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

COVENANTS OF SELLER<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 5.01.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Conduct of the Business<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

46<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 5.02.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Access<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

48<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 5.03.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Notices of Certain Events<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

49<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

ARTICLE 6<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

COVENANTS OF BUYER<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 6.01.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Access<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

50<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 6.02.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Release and Replacement of Bonds and Guaranties<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

50<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 6.03.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Removal of Seller153s Name<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

50<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 6.04.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Notices of Certain Events<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

51<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

ARTICLE 7<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

COVENANTS OF BUYER AND SELLER<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 7.01.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Best Efforts; Further Assurance<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

51<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 7.02.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Public Announcements<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

53<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 7.03.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

WARN Act<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

53<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 7.04.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Post-Closing Payments or Demands<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

53<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 7.05.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Certain Environmental Matters<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

54<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 7.06.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Title Policies<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

56<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 7.07.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Litigation Cooperation<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

56<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 7.08.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Contact with Customers and Vendors<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

57<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 7.09.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

PMPA Actions<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

57<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 7.10.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Crude Supply Agreement<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

58<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 7.11.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Buyer Financing<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

58<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 7.12.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Certain Agreements<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

59<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 7.13.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Software License Assistance<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

60<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

ARTICLE 8<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

TAX MATTERS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 8.01.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Tax Cooperation; Allocation of Taxes<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

60<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ii<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

ARTICLE 9<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

EMPLOYEE BENEFITS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 9.01.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Offers of Employment; Assumption of Collective Bargaining Agreement<\/em>\n<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

62<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 9.02.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Maintenance of Compensation and Benefits<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

63<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 9.03.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Defined Contribution Plans<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

63<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 9.04.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Defined Benefit Plans<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

65<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 9.05.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Credit for Past Service; Annual Bonus<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

66<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 9.06.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Welfare Plans; ESPP<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

67<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 9.07.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Retiree Welfare Benefits<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

69<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 9.08.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Workers153 Compensation<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

70<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 9.09.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Withholding<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

70<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 9.10.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Allocation of Certain Liabilities<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

70<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 9.11.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Employee Communications<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

71<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 9.12.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Acknowledgement<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

71<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 9.13.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

No Third Party Beneficiaries<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

71<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 9.14.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Cooperation<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

71<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

ARTICLE 10<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

INTELLECTUAL PROPERTY MATTERS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 10.01.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

License Grants<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

72<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 10.02.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Transfer of Licenses<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

72<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 10.03.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Licensed IPR<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

72<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 10.04.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Restrictions on Use and Disclosure of Intellectual Property Rights<\/em>\n<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

73<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 10.05.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Improvements<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

74<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 10.06.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Reservation of Rights<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

74<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 10.07.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

NO ADDITIONAL REPRESENTATIONS OR WARRANTIES<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

74<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 10.08.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

LIMITATION OF LIABILITY<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

74<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

ARTICLE 11<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

CONDITIONS TO CLOSING<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 11.01.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Conditions to Obligations of Buyer and Seller<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

74<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 11.02.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Conditions to Obligation of Buyer<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

75<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 11.03.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Conditions to Obligation of Seller<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

76<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

ARTICLE 12<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

SURVIVAL; INDEMNIFICATION<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 12.01.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Survival<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

76<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 12.02.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Indemnification<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

77<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 12.03.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Third Party Claim Procedures<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

78<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 12.04.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Direct Claim Procedures<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

80<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 12.05.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Calculation of Damages<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

80<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 12.06.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Environmental Procedures<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

81<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 12.07.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Assignment of Claims<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

82<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 12.08.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Exclusivity<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

82<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

iii<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

ARTICLE 13<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

TERMINATION<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 13.01.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Grounds for Termination<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

83<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 13.02.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Effect of Termination<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

83<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

ARTICLE 14<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

MISCELLANEOUS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 14.01.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Notices<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

84<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 14.02.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Amendments and Waivers<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

85<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 14.03.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Expenses<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

85<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 14.04.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Successors and Assigns<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

85<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 14.05.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Governing Law<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

86<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 14.06.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Jurisdiction<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

86<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 14.07.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

WAIVER OF JURY TRIAL<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

86<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 14.08.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Counterparts; Effectiveness; Third Party Beneficiaries<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

86<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 14.09.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Entire Agreement<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

87<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 14.10.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Bulk Sales Laws<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

87<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 14.11.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Severability<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

87<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 14.12.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Disclosure Schedules<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

87<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 14.13.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Construction and Interpretation<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

88<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 14.14.<\/em><\/p>\n<\/td>\n

<\/td>\n\n

Specific Performance<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

88<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

EXHIBIT A<\/p>\n<\/td>\n

<\/td>\n\n

Assignment and Assumption Agreement and Bill of Sale<\/p>\n<\/td>\n<\/tr>\n

\n

EXHIBIT B-1<\/p>\n<\/td>\n

<\/td>\n\n

Hydrocarbon Inventory Measurement Procedures<\/p>\n<\/td>\n<\/tr>\n

\n

EXHIBIT B-2<\/p>\n<\/td>\n

<\/td>\n\n

Hydrocarbon Inventory Valuation Procedures<\/p>\n<\/td>\n<\/tr>\n

\n

EXHIBIT C<\/p>\n<\/td>\n

<\/td>\n\n

Form of Consent Decree Modification<\/p>\n<\/td>\n<\/tr>\n

\n

EXHIBIT D<\/p>\n<\/td>\n

<\/td>\n\n

Fuel Regulations<\/p>\n<\/td>\n<\/tr>\n

\n

EXHIBIT E<\/p>\n<\/td>\n

<\/td>\n\n

Internal Hydrocarbon Transfers<\/p>\n<\/td>\n<\/tr>\n

\n

EXHIBIT F<\/p>\n<\/td>\n

<\/td>\n\n

Form of Transition Services Agreement<\/p>\n<\/td>\n<\/tr>\n

\n

EXHIBIT G<\/p>\n<\/td>\n

<\/td>\n\n

Form of Special Warranty Deed<\/p>\n<\/td>\n<\/tr>\n

\n

EXHIBIT H<\/p>\n<\/td>\n

<\/td>\n\n

Environmental Insurance Policy Terms<\/p>\n<\/td>\n<\/tr>\n

\n

EXHIBIT I<\/p>\n<\/td>\n

<\/td>\n\n

Crude Supply Agreement<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

iv<\/p>\n

\n

ASSET PURCHASE AGREEMENT <\/strong><\/p>\n

ASSET PURCHASE AGREEMENT (this “Agreement<\/strong>“) dated as of July
\n25, 2011 between Calumet Specialty Products Partners, L.P., a Delaware limited
\npartnership (“Buyer<\/strong>“), and Murphy Oil Corporation, a Delaware
\ncorporation (“Seller<\/strong>“).<\/p>\n

W I T N E S S E T H : <\/strong><\/p>\n

WHEREAS, Seller and its Subsidiaries conduct a refining business comprised of
\n(i) the operation of a refinery in Superior, Wisconsin and the related Included
\nSuperior Terminals, (ii) the Included Superior Wholesale Business and (iii) the
\nSpur Franchise Business, in each case excluding, for the avoidance of doubt, the
\nExcluded Businesses (collectively, the “Refining Business<\/strong>” or
\n“Business<\/strong>“); and<\/p>\n

WHEREAS, Buyer desires to purchase substantially all of the assets, and
\nassume certain of the liabilities, of the Business from Seller, and Seller
\ndesires to sell substantially all of the assets, and transfer certain of the
\nliabilities, of the Business to Buyer, upon the terms and subject to the
\nconditions hereinafter set forth.<\/p>\n

The parties hereto agree as follows:<\/p>\n

ARTICLE 1 <\/strong><\/p>\n

DEFINITIONS<\/p>\n

Section 1.01. Definitions. <\/em>(a) As used herein, the following terms
\nhave the following meanings:<\/p>\n

“1934 Act<\/strong>” means the Securities Exchange Act of 1934, as
\namended, and the rules and regulations promulgated thereunder.<\/p>\n

“Adjusted Cash Amount<\/strong>” means the Cash Amount as adjusted
\npursuant to Section 2.09.<\/p>\n

“Adjusted Profit Sharing Contribution Percentage<\/strong>” means a
\npercentage determined by taking the product of (a) 2.7%, multiplied by (b) the
\nquotient of (i) the number of days between January 1 of the calendar year in
\nwhich the Closing occurs and the Closing Date, divided by (ii) the number of
\ndays in such year.<\/p>\n

“Affiliate<\/strong>” means, with respect to any Person, any other
\nPerson directly or indirectly controlling, controlled by, or under common
\ncontrol with such other Person. For purposes of this definition,
\n“control<\/strong>” when used with respect to any Person means the power
\nto direct the management and policies of such Person, directly or indirectly,
\nwhether through the ownership of voting securities, by Contract or otherwise,
\nand the terms “controlling<\/strong>” and “controlled<\/strong>”
\nhave correlative meanings.<\/p>\n

1<\/p>\n

\n

“Aggregate Capital Expenditures Amount<\/strong>” means the aggregate
\namount paid by Seller or its Subsidiaries during the period from and including
\nthe date hereof to and including the Closing in connection with the capital
\nexpenditure projects identified on the capital expenditures budget set forth on
\nSection 1.01(a) of the Seller Disclosure Schedule under the heading “Capital
\nExpenditures Budget”; provided<\/em> such capital expenditures (i) are
\nrequired to be capitalized under GAAP; (ii) are reasonably necessary and
\nappropriate to complete the cumene project and the gasoline rail loading
\nproject, each as described on Section 1.01(a) of the Seller Disclosure Schedule
\nunder the heading “Capital Expenditures Budget”; and (iii) in the case of
\npurchases from Affiliates of Seller, are on pricing and other terms commensurate
\nwith arm153s-length transactions between unrelated parties.<\/p>\n

“Applicable Law<\/strong>” means, with respect to any Person, any
\ntransnational, domestic or foreign federal, state or local law (statutory,
\ncommon or otherwise), constitution, treaty, convention, ordinance, code, rule,
\nregulation, order, injunction, judgment, decree, ruling or other similar
\nrequirement enacted, adopted, promulgated or applied by a Governmental Authority
\nthat is binding upon or applicable to such Person, as amended unless expressly
\nspecified otherwise.<\/p>\n

“Assumed Environmental Liabilities<\/strong>” means all liabilities
\nand obligations (including the costs of any Remedial Action and any Consent
\nDecree Obligations) arising in connection with or in any way relating to the
\nBusiness (as currently or previously conducted), the Purchased Assets, the
\nFacilities or the Real Property (including the activities and operations
\nconducted thereon and offsite disposal therefrom), whether accrued, contingent,
\nabsolute, determined, determinable or otherwise, that in each case arise under
\nor relate to any Environmental Law, including all items disclosed on Section
\n3.16 of the Seller Disclosure Schedule (except as otherwise noted in Section
\n3.16 of the Seller Disclosure Schedule), but excluding any Excluded
\nEnvironmental Liabilities.<\/p>\n

“Balance Sheet<\/strong>” means the balance sheet of the Business
\ndated as of December 31, 2010.<\/p>\n

“Balance Sheet Date<\/strong>” means the date of the Balance Sheet.\n<\/p>\n

“Business Contractor<\/strong>” means any independent contractor,
\nconsultant, agent or other individual non-employee providing services to the
\nBusiness (which Person does not provide any services to Seller or its
\nSubsidiaries with respect to any business other than the Business).<\/p>\n

2<\/p>\n

\n

“Business Day<\/strong>” means a day, other than Saturday, Sunday or
\nother day on which commercial banks in New York, New York are authorized or
\nrequired by Applicable Law to close.<\/p>\n

“Business Employee<\/strong>” means any employee of Seller or any of
\nits Subsidiaries who is employed exclusively in the Business, (i) including any
\nemployee of Seller or any of its Subsidiaries who is employed exclusively in the
\nBusiness and who is, immediately prior to the Closing, absent from work on
\naccount of paid time-off, vacation, military, sick or personal leave, short- or
\nlong-term disability or leave of absence (other than a leave of absence
\nresulting from a reduction in force or a “bridging” of age and\/or service credit
\nfor purposes of an Employee Plan) and any Business Employee for whom an
\nobligation to recall, rehire or otherwise return to employment exists under a
\ncontractual obligation or Applicable Law, but (ii) excluding any Excluded
\nEmployee.<\/p>\n

“Business Licensed IPR<\/strong>” means all Intellectual Property
\nRights owned by a third party and licensed or sublicensed to either Seller or
\nany of its Subsidiaries for use exclusively in the operation of the Business.\n<\/p>\n

“Business Permits<\/strong>” means all Permits held by Seller or its
\nSubsidiaries that exclusively relate to the operation of the Business.<\/p>\n

“Buyer Disclosure Schedule<\/strong>” means the disclosure schedule
\ndated the date hereof regarding this Agreement that has been provided by Buyer
\nto Seller immediately prior to the execution of this Agreement.<\/p>\n

“Cash Amount<\/strong>” means $214,000,000, in cash.<\/p>\n

“Closing Date<\/strong>” means the date of the Closing.<\/p>\n

“Code<\/strong>” means the Internal Revenue Code of 1986, as amended.\n<\/p>\n

“Collective Bargaining Agreement<\/strong>” means the agreement dated
\nJuly 1, 2002 to July 1, 2006 between Murphy Oil USA, Inc. and International
\nUnion of Operating Engineers Local 305, as amended, which is the collective
\nbargaining agreement to which Seller or any of its Subsidiaries is a party that
\ncovers Union Employees.<\/p>\n

“Confidentiality Agreement<\/strong>” means that certain letter
\nagreement dated as of September 15, 2010 between Buyer and Seller.<\/p>\n

“Consent Decree<\/strong>” means that certain consent decree, among
\nMurphy Oil USA, Inc., the United States of America, the Louisiana Department of
\nEnvironmental Quality and the State of Wisconsin, entered by the United States
\nDistrict Court for the Western District of Wisconsin in United States, et
\nal. v. Murphy Oil USA, Inc.<\/em>, Civil Action No. 3:10-cv-00563-bbc (the
\n“Consent Decree Court<\/strong>“), on February 16, 2011.<\/p>\n

3<\/p>\n

\n

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

“Consent Decree Obligations<\/strong>” means (i) all of the
\nliabilities and obligations of or relating to the Consent Decree that are
\napplicable to the Purchased Assets or the Business as currently or previously
\nconducted, other than payment of that certain $1.25 million civil penalty
\nrequired by Paragraph 161 of the Consent Decree (which is an Excluded
\nEnvironmental Liability) and (ii) those obligations applicable to the Business
\nset forth on Section 1.01(a) of the Seller Disclosure Schedule under the heading
\n“Certain Consent Decree Obligations”.<\/p>\n

“Continuing PMPA Franchise Business<\/strong>” means the portion of
\nthe Business, if any, conducted by Buyer pursuant to the Seller PMPA Franchise
\nAgreements after the Closing (it being understood that, to the extent that Buyer
\noperates or permits the operation of any franchise or other facility pursuant to
\na franchise agreement or similar arrangement other than a Seller PMPA Franchise
\nAgreement, such operation shall not be included in the Continuing PMPA Franchise
\nBusiness).<\/p>\n

“Contract<\/strong>” means any contract, agreement, lease, commitment,
\nor other similar obligation (whether written or oral).<\/p>\n

“Environmental Insurance Policy<\/strong>” means the environmental
\ninsurance policy required to be purchased by Buyer pursuant to Section
\n7.05(a)(i).<\/p>\n

“Environmental Law<\/strong>” means any Applicable Law relating to the
\nenvironment or any spill, release, discharge, disposal or recycling of, or
\nexposure to, any pollutant or contaminant or ignitable, corrosive, reactive or
\notherwise hazardous substance or waste.<\/p>\n

“Equipment<\/strong>” means all machinery, mobile or otherwise,
\nequipment and systems, including (a) all processing units and distillation
\nsystems, (b) all heating, lighting, and power systems, fire prevention and fire
\nextinguishing systems, control systems, emergency warning and emergency
\npreparedness systems and related assets, and heating, refrigerating, air
\nconditioning, and ventilating systems, (c) all tanks, refining process units,
\nmeters, pumps, engines, compressors, pipes, fittings, valves, connections,
\nregulators, sewers and loading and unloading lines, (d) all telecommunication
\nassets and equipment and computer hardware and software, (e) all spare parts,
\ntools, computers, and warehouse stores, (f) all other fixtures, furniture and
\nfurnishings, (g) all works-in-process, (h) all vehicles, trucks, tractors,
\ntrailers and rail cars (excluding trucks and trailers used for delivery of
\nrefined petroleum products to retail gasoline stations) and (i) all other
\ntangible personal property of every kind whatsoever, in each case owned or
\nleased by Seller or its Subsidiaries and used or held for use exclusively in
\nconnection with the ownership of the Purchased Assets or operation of the
\nBusiness.<\/p>\n

4<\/p>\n

\n

“ERISA<\/strong>” means the Employee Retirement Income Security Act of
\n1974, as amended and the rules and regulations promulgated thereunder.<\/p>\n

“ERISA Affiliate<\/strong>” of any entity means any other entity
\nwhich, together with such entity, would be treated as a single employer under
\nSection 414 of the Code or Section 4001 of ERISA.<\/p>\n

“Excluded Businesses<\/strong>” means the (i) retail, midstream and
\nwholesale marketing businesses of Seller and its Subsidiaries including all
\nretail stations owned and operated by Seller and its Subsidiaries, but excluding
\neach of the Spur Franchise Business and the Included Superior Wholesale
\nBusiness, (ii) operation and ownership and\/or leasing by Seller or its
\nSubsidiaries of the Excluded Terminals, (iii) operation of a refinery and
\nrelated terminals in Meraux, Louisiana, (iv) ownership and operation of the
\nethanol plants described on Section 1.01(a) of the Seller Disclosure Schedule
\nunder the heading “Excluded Ethanol Plants” and (v) businesses described on
\nSection 1.01(a) of the Seller Disclosure Schedule under the heading “Excluded
\nBusinesses”.<\/p>\n

“Excluded Crude<\/strong>” means all crude oil (i) acquired by Seller
\nor its Subsidiaries from independent petroleum producers at such producers153 well
\nheads which is in transit to injection points on the Enbridge North Dakota
\npipeline system where title has passed to Murphy Oil USA, Inc. (but which crude
\noil has not yet been injected into the Enbridge North Dakota pipeline system)
\nand (ii) for which title has passed to Murphy Oil USA, Inc. or Superior Crude
\nTrading Company and which is located on a feeder pipeline leading to the
\nmainline of the Enbridge pipeline system, but which has not yet been injected
\ninto the mainline of the Enbridge pipeline system.<\/p>\n

“Excluded Employees<\/strong>” means the employees set forth on
\nSection 1.01(a) of the Seller Disclosure Schedule under the heading “Excluded
\nEmployees”.<\/p>\n

“Excluded Environmental Liabilities<\/strong>” means (i) payment of
\nthat certain $1.25 million civil penalty required by Paragraph 161 of the
\nConsent Decree; (ii) payment of any monetary fines to the extent solely
\nattributable to a violation of Environmental Law prior to Closing by Seller or
\nits Subsidiaries relating to the Business; (iii) any and all obligations or
\nliabilities arising out of the Consent Decree other than the Consent Decree
\nObligations; and (iv) all liabilities and obligations (including the costs of
\nany Remedial Action) to the extent they arise in connection with (A) any
\ntransportation by or on behalf of Seller or its Subsidiaries, prior to Closing,
\nof Hazardous Materials from the Real Property to any other real property (other
\nthan the Real Property or those terminals used in connection with the Business
\nlocated in Nebraska and Utah) for disposal or recycling; or (B) to the extent
\npending or, to Seller153s knowledge threatened, prior to Closing, any action, suit
\nor proceeding by any third party to the extent alleging exposure at the Real
\nProperty, prior to Closing, of any individual to any Hazardous Materials at, on,
\nin or under the Real Property that were spilled, released, emitted or discharged
\nby or on behalf of Seller or its Subsidiaries.<\/p>\n

5<\/p>\n

\n

“Excluded Terminals<\/strong>” means all terminals owned by Seller or
\nits Subsidiaries and\/or terminal capacity operated and\/or leased by Seller or
\nits Subsidiaries and\/or all terminal capacity which Seller or its Subsidiaries
\notherwise have the right to use, other than the Included Superior Terminals.\n<\/p>\n

“Facilities<\/strong>” means all buildings, tanks, rail lines,
\npipelines, docks and fixtures owned or leased by Seller or its Subsidiaries,
\nlocated on the Owned Real Property or the Leased Real Property and used
\nprimarily in the Business, but excluding for the avoidance of doubt (i) power
\nlines, pipelines, telephone lines and other improvements and fixtures owned by
\npublic utilities furnishing utilities to the Owned Real Property or the Leased
\nReal Property, (ii) rail lines, pipelines and other improvements and fixtures
\nowned by third parties and located on existing easements for such purpose which
\nencumber the Owned Real Property or the Leased Real Property and (iii) the
\nEnbridge pipeline system and the Magellan pipeline system.<\/p>\n

“FIPR Term<\/strong>” means a period of three years commencing on the
\nClosing Date; provided<\/em> that either Buyer or Seller may earlier
\nterminate the FIPR Term at any time by providing written notice of termination
\nto the other party six months prior to the effective date of such termination
\n(provided<\/em> that such termination shall not be effective earlier than the
\nfirst anniversary of the Closing Date).<\/p>\n

“Franchise Licensed Marks<\/strong>” means the trademarks set forth in
\nSection 1.01(a) of the Seller Disclosure Schedule under the heading “Franchise
\nLicensed Marks”.<\/p>\n

“Fraud<\/strong>” means actual fraud involving a Person153s knowing and
\nintentional misrepresentation or omission of a material fact, which
\nmisrepresentation is made or omission is omitted by such Person with the intent
\nto defraud, as determined under common law.<\/p>\n

“Fuel Compliance Obligations<\/strong>” means, with respect to the
\nBusiness or Purchased Assets, including the Hydrocarbon Inventory, compliance
\nwith the Fuel Regulations.<\/p>\n

“Fuel Credits<\/strong>” means all credits, allotments, renewable
\nidentification numbers (RINs), certificates or other authorizations relating to
\nany applicable fuel quality standards or renewable fuel standards (including
\nthose standards provided for in the Fuel Regulations).<\/p>\n

“Fuel Regulations<\/strong>” means the regulations set forth on
\nExhibit D.<\/p>\n

“GAAP<\/strong>” means generally accepted accounting principles in the
\nUnited States.<\/p>\n

6<\/p>\n

\n

“Governmental Authority<\/strong>” means any transnational, domestic
\nor foreign federal, state or local governmental, regulatory or administrative
\nauthority, department, court, agency or official, including any political
\nsubdivision thereof.<\/p>\n

“Hazardous Material<\/strong>” means any pollutant or contaminant or
\notherwise hazardous substance or waste that in each case is regulated under any
\nEnvironmental Law.<\/p>\n

“HSR Act<\/strong>” means the Hart-Scott-Rodino Antitrust Improvements
\nAct of 1976, as amended.<\/p>\n

“Hydrocarbon Inventory<\/strong>” means (i) the hydrocarbon inventory
\nat the Superior refinery that is owned by Seller and its Subsidiaries as of
\nClosing, including crude oil, blendstocks, ethanol, biodiesel, feedstocks and
\nother raw materials (including polymers and emulsifying compounds), intermediate
\npetroleum products and finished products (including asphalt), tank heels and
\ntank bottoms (including all such items located in process units or
\ninterconnecting lines at the refinery), (ii) all such products produced at the
\nSuperior refinery that are owned by Seller and its Subsidiaries as of Closing
\nwhere title has not passed to a customer (including, for the avoidance of doubt,
\nSeller or its Subsidiaries that are customers of the refinery; provided<\/em>
\nthat in the case of such an internal transfer title will be deemed to be passed
\nas set forth in Exhibit E) prior to Closing and (iii) all hydrocarbons
\n(including crude oil, blendstocks, feedstocks and other raw materials,
\nintermediate petroleum products and finished products, tank heels and tank
\nbottoms) in transit to the Superior refinery (other than Excluded Crude) for
\nwhich title has passed to Murphy Oil USA, Inc. or Superior Crude Trading
\nCompany, including such hydrocarbons in transit from Murphy Exploration &
\nProduction Company : USA where title has so passed.<\/p>\n

“Included Superior Terminals<\/strong>” means (i) the terminals owned
\nand operated by Seller or its Subsidiaries set forth on Section 1.01(a) of the
\nSeller Disclosure Schedule under the heading “Owned Terminals”, (ii) the
\nterminal capacity leased by Seller or its Subsidiaries set forth on Section
\n1.01(a) of the Seller Disclosure Schedule under the heading “Leased Terminal
\nCapacity”, (iii) the rights Seller or its Subsidiaries have to use terminal
\ncapacity at the terminals set forth on Section 1.01(a) of the Seller Disclosure
\nSchedule under the heading “Common Carrier Terminals” and (iv) the leasehold
\ninterests of Seller or its Subsidiaries in the terminals leased by Seller or its
\nSubsidiaries set forth on Section 1.01(a) of the Seller Disclosure Schedule
\nunder the heading “Leased Terminals”.<\/p>\n

“Included Superior Wholesale Business<\/strong>” means the wholesale
\nmarketing business conducted by Seller or its Subsidiaries at the Included
\nSuperior Terminals, excluding, for the avoidance of doubt, the Excluded
\nEmployees associated with such wholesale business.<\/p>\n

7<\/p>\n

\n

“Intellectual Property Right<\/strong>” means any Trademark, patent,
\ntrade secret, copyright, know-how (including any registrations or applications
\nfor registration of any of the foregoing) or any other similar type of
\nproprietary intellectual property right.<\/p>\n

“Interest Rate<\/strong>” means (i) the rate per annum for three-month
\ndeposits in U.S. dollars which appears on the Bloomberg Screen BTMM Page under
\nthe heading “LIBORFIX BBAM” as of 11:00 a.m. on the date of measurement
\nplus<\/em> (ii) 2%.<\/p>\n

“Intra-Company Agreement<\/strong>” means any Contract between the
\nBusiness, on the one hand, and any other business, division, group or function
\nof or within Seller and its Subsidiaries, on the other hand, but not including
\nany Contract expressly provided by this Agreement to be entered into in
\nconnection with the Closing.<\/p>\n

“knowledge of Seller<\/strong>,” “Seller153s
\nknowledge<\/strong>” or any other similar knowledge qualification in this
\nAgreement means, with respect to any matter, to the actual knowledge of any of
\nthe Persons listed on Section 1.01(a) of the Seller Disclosure Schedule under
\nthe heading “Knowledge Parties”.<\/p>\n

“Licensable<\/strong>” means, with respect to any Intellectual
\nProperty Right, that a Person has the power and authority to grant a
\nnon-exclusive license (or sublicense, as the case may be) on the terms and
\nconditions set forth in Article 10 without any of the following: (i) the consent
\nof any third party (unless such consent can be and is obtained without providing
\nany additional consideration to such third party); (ii) impairment of such
\nPerson153s existing rights in respect of any Intellectual Property Right (it being
\nunderstood that the grant of a non-exclusive license, in and of itself, shall
\nnot be construed as an impairment of any of such Person153s rights); (iii)
\nimposition of any additional obligations on such Person under any preexisting
\nagreement relating to any Intellectual Property Right; or (iv) the payment of
\nroyalties or other consideration on or after the Closing Date by such Person to
\nany third party under any preexisting agreement. For the avoidance of doubt, in
\nno event shall any Intellectual Property Right be “Licensable” if any of the
\nforegoing conditions in clauses (i)-(iv) apply.<\/p>\n

“Licensed IPR<\/strong>” means Business Licensed IPR and Shared
\nLicensed IPR.<\/p>\n

“Lien<\/strong>” means, with respect to any property or asset, any
\nmortgage, lien, pledge, charge, security interest or encumbrance in respect of
\nsuch property or asset.<\/p>\n

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

8<\/p>\n

\n

which the Business operates, (B) changes in the financial or securities
\nmarkets or changes in the general economic or political conditions in the United
\nStates or abroad, (C) changes (including changes of Applicable Law) or
\nconditions generally affecting the industry in which the Business operates, (D)
\nacts of war, sabotage, terrorism or natural disasters, (E) the announcement,
\npendency or consummation of the transactions contemplated by this Agreement
\n(including any cancellations of or delays in customer orders or other decreases
\nin customer demand, reduction in revenues, work stoppages or loss or threatened
\nloss of employees or other employee disruptions), (F) any changes in commodities
\nmarkets or commodity, crude oil or feedstock prices or refining margins, (G) any
\neffect on the Business or Purchased Assets resulting from changes in a financial
\nrating published by a rating agency, (H) any failure to obtain any consent,
\napproval, waiver or authorization from any third party in connection with the
\nconsummation of the transactions contemplated hereby, (I) any failure of the
\nBusiness to meet any internal or published or third party budgets, projections,
\nforecasts or predictions of financial performance for any period (it being
\nunderstood that this clause (I) shall not prevent a party from asserting that
\nany fact or circumstance that may have contributed to such failure independently
\nconstitutes or contributes to a Material Adverse Effect), (J) any action taken
\n(or omitted to be taken) at the request of Buyer, (K) any action taken by the
\nSeller that is required or expressly contemplated or permitted pursuant to this
\nAgreement, (L) bankruptcy, insolvency or other financial distress of any
\ncustomers of the Business or (M) seasonal reduction in the revenues or earnings
\nof the Business in the Ordinary Course of Business; provided<\/em>, that the
\nchanges or occurrences set forth in clauses (B), (C) and (F) may be taken into
\naccount in determining whether there has been a Material Adverse Effect to the
\nextent such changes have a disproportionate adverse effect on the Business as
\ncompared to other participants in the industries in which the Business operates.\n<\/p>\n

“Non-Union Transferred Employee<\/strong>” means each Transferred
\nEmployee who is not a Union Employee.<\/p>\n

“Ordinary Course of Business<\/strong>” means, with respect to the
\nBusiness and the Purchased Assets, the ordinary course of business in all
\nmaterial respects consistent with Seller153s and its Subsidiaries153 past custom and
\npractice.<\/p>\n

“Owned Intellectual Property Rights<\/strong>” means all Intellectual
\nProperty Rights owned and Licensable by Seller or any of its Subsidiaries and
\nused in the Business; provided<\/em> that the Owned Intellectual Property
\nRights shall not include any Trademarks.<\/p>\n

“Permit<\/strong>” means any license, franchise, permit, certificate,
\napproval, registration or other similar authorization issued by a Governmental
\nAuthority.<\/p>\n

“Person<\/strong>” means an individual, corporation, partnership,
\nlimited liability company, association, trust or other entity or organization,
\nincluding a Governmental Authority.<\/p>\n

9<\/p>\n

\n

“PMPA<\/strong>” means the Petroleum Marketing Practice Act 28 U.S.C.
\n \u00a72801 et. seq.<\/p>\n

“Pre-Closing Tax Period<\/strong>” means (i) any taxable period ending
\non or before the Closing Date and (ii) with respect to a taxable period that
\ncommences before but ends after the Closing Date, the portion of such period up
\nto and including the Closing Date.<\/p>\n

“Purchase Agreement<\/strong>” means any agreement for the purchase of
\nmaterials, supplies, goods, services, equipment or other assets by Seller or any
\nof its Subsidiaries.<\/p>\n

“Remedial Action<\/strong>” means any investigation, remediation,
\nclean-up, abatement, removal or monitoring (or words of similar import) of
\nHazardous Materials.<\/p>\n

“Seller Disclosure Schedule<\/strong>” means the disclosure schedule
\ndated the date hereof regarding this Agreement that has been provided by Seller
\nto Buyer immediately prior to the execution of this Agreement.<\/p>\n

“Seller Group Insurance Plans<\/strong>” means the Group Insurance
\nPlan for Employees of Murphy Oil Corporation and the Group Insurance Plan for
\nRetired Employees of Murphy Oil Corporation.<\/p>\n

“Seller PMPA Franchise Agreements<\/strong>” means all franchise
\nagreements between Seller or its Subsidiaries and franchisees of the Spur
\nFranchise Business.<\/p>\n

“Shared Licensed IPR<\/strong>” means all Intellectual Property Rights
\nowned by a third party and licensed or sublicensed to either Seller or any of
\nits Subsidiaries for use in the operation of the Business, other than Business
\nLicensed IPR.<\/p>\n

“Spur Franchise Business<\/strong>” means the business of Seller and
\nits Subsidiaries comprising the PMPA franchise business conducted under the
\n“Spur” brand.<\/p>\n

“Subsidiary<\/strong>” means, with respect to any Person, any entity
\nof which securities or other ownership interests having ordinary voting power to
\nelect a majority of the board of directors or other persons performing similar
\nfunctions are at any time directly or indirectly owned by such Person.<\/p>\n

“Supply Agreements<\/strong>” means any sales, distribution or similar
\nagreement providing for the sale by Seller or any of its Subsidiaries of
\nmaterials, supplies, goods, services, equipment or other assets.<\/p>\n

“Tax<\/strong>” means (i) any tax, governmental fee or other like
\nassessment or charge of any kind whatsoever (including withholding on amounts
\npaid to or by any Person), together with any interest, penalty, addition to tax
\nor additional amount imposed by any Governmental Authority responsible for the
\nimposition of<\/p>\n

10<\/p>\n

\n

any such tax (domestic or foreign) (a “Taxing Authority<\/strong>“),
\nor (ii) liability for the payment of any amounts of the type described in (i) as
\na successor (including under Treasury Regulations section 1.1502-6 or otherwise)
\nor as a result of being party to any agreement or any express or implied
\nobligation to indemnify any other Person.<\/p>\n

“Title IV Plan<\/strong>” means an Employee Plan subject to Title IV
\nof ERISA other than any multiemployer plan, as defined in Section 3(37) of
\nERISA.<\/p>\n

“Trademarks<\/strong>” means any and all (i) trademarks, trade names,
\ncorporate names, company names, business names, service marks, logos, brand
\nnames, domain names and all other source or business identifiers, and the rights
\nin any of the foregoing which arise under Applicable Law, (ii) goodwill
\nsymbolized thereby or associated therewith and (iii) registrations and
\napplications for registration of any of the foregoing.<\/p>\n

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

“Transition Services Agreement<\/strong>” means the Transition
\nServices Agreement between Buyer and Seller (or its Affiliates), substantially
\nin the form attached hereto as Exhibit F.<\/p>\n

“Union Employee<\/strong>” means each Business Employee who is a
\nmember of a collective bargaining unit covered by the Collective Bargaining
\nAgreement.<\/p>\n

11<\/p>\n

\n

“Union Transferred Employee<\/strong>” means each Transferred Employee
\nwho is a Union Employee.<\/p>\n

(b) Each of the following terms is defined in the Section set forth opposite
\nsuch term:<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Term<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Section<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Accounting Referee<\/p>\n<\/td>\n

<\/td>\n\n

2.06(b)<\/p>\n<\/td>\n<\/tr>\n

\n

Agreement<\/p>\n<\/td>\n

<\/td>\n\n

Preamble<\/p>\n<\/td>\n<\/tr>\n

\n

Allocation<\/p>\n<\/td>\n

<\/td>\n\n

2.06(b)<\/p>\n<\/td>\n<\/tr>\n

\n

Allocation Statement<\/p>\n<\/td>\n

<\/td>\n\n

2.06(b)<\/p>\n<\/td>\n<\/tr>\n

\n

Apportioned Obligations<\/p>\n<\/td>\n

<\/td>\n\n

8.01(b)<\/p>\n<\/td>\n<\/tr>\n

\n

Assigned Contracts<\/p>\n<\/td>\n

<\/td>\n\n

2.01(g)<\/p>\n<\/td>\n<\/tr>\n

\n

Assumed Liabilities<\/p>\n<\/td>\n

<\/td>\n\n

2.03<\/p>\n<\/td>\n<\/tr>\n

\n

Business<\/p>\n<\/td>\n

<\/td>\n\n

Recitals<\/p>\n<\/td>\n<\/tr>\n

\n

Business Financial Statements<\/p>\n<\/td>\n

<\/td>\n\n

3.05<\/p>\n<\/td>\n<\/tr>\n

\n

Buyer<\/p>\n<\/td>\n

<\/td>\n\n

Preamble<\/p>\n<\/td>\n<\/tr>\n

\n

Buyer DC Plan<\/p>\n<\/td>\n

<\/td>\n\n

9.03<\/p>\n<\/td>\n<\/tr>\n

\n

Buyer FSA Plan<\/p>\n<\/td>\n

<\/td>\n\n

9.06(d)<\/p>\n<\/td>\n<\/tr>\n

\n

Buyer Indemnified Party<\/p>\n<\/td>\n

<\/td>\n\n

12.02<\/p>\n<\/td>\n<\/tr>\n

\n

Cap<\/p>\n<\/td>\n

<\/td>\n\n

12.02(a)(ii)<\/p>\n<\/td>\n<\/tr>\n

\n

City of Superior Fee<\/p>\n<\/td>\n

<\/td>\n\n

8.01(c)<\/p>\n<\/td>\n<\/tr>\n

\n

Closing<\/p>\n<\/td>\n

<\/td>\n\n

2.07<\/p>\n<\/td>\n<\/tr>\n

\n

Complying Party<\/p>\n<\/td>\n

<\/td>\n\n

7.05(c)(ii)<\/p>\n<\/td>\n<\/tr>\n

\n

Credit Support Arrangement<\/p>\n<\/td>\n

<\/td>\n\n

6.02<\/p>\n<\/td>\n<\/tr>\n

\n

Crude Supply Agreement<\/p>\n<\/td>\n

<\/td>\n\n

7.10<\/p>\n<\/td>\n<\/tr>\n

\n

Customer Security Arrangements<\/p>\n<\/td>\n

<\/td>\n\n

2.01(q)<\/p>\n<\/td>\n<\/tr>\n

\n

Customers<\/p>\n<\/td>\n

<\/td>\n\n

3.20(a)<\/p>\n<\/td>\n<\/tr>\n

\n

Damages<\/p>\n<\/td>\n

<\/td>\n\n

12.02<\/p>\n<\/td>\n<\/tr>\n

\n

De Minimis Amount<\/p>\n<\/td>\n

<\/td>\n\n

12.02(a)(ii)<\/p>\n<\/td>\n<\/tr>\n

\n

Deductible<\/p>\n<\/td>\n

<\/td>\n\n

12.02(a)(ii)<\/p>\n<\/td>\n<\/tr>\n

\n

Delayed Transfer Asset<\/p>\n<\/td>\n

<\/td>\n\n

2.05<\/p>\n<\/td>\n<\/tr>\n

\n

Easements<\/p>\n<\/td>\n

<\/td>\n\n

2.01(c)<\/p>\n<\/td>\n<\/tr>\n

\n

e-mail<\/p>\n<\/td>\n

<\/td>\n\n

14.01<\/p>\n<\/td>\n<\/tr>\n

\n

Employee Plans<\/p>\n<\/td>\n

<\/td>\n\n

3.15<\/p>\n<\/td>\n<\/tr>\n

\n

Employee Withholding Documents<\/p>\n<\/td>\n

<\/td>\n\n

9.09<\/p>\n<\/td>\n<\/tr>\n

\n

Environmental Matters<\/p>\n<\/td>\n

<\/td>\n\n

12.06<\/p>\n<\/td>\n<\/tr>\n

\n

Estimated Aggregate Capital Expenditures Amount<\/p>\n<\/td>\n

<\/td>\n\n

2.07(a)<\/p>\n<\/td>\n<\/tr>\n

\n

Estimated Closing Proration Adjustment Amount<\/p>\n<\/td>\n

<\/td>\n\n

2.09(b)<\/p>\n<\/td>\n<\/tr>\n

\n

Estimated Inventory Value<\/p>\n<\/td>\n

<\/td>\n\n

2.08<\/p>\n<\/td>\n<\/tr>\n

\n

Excluded Assets<\/p>\n<\/td>\n

<\/td>\n\n

2.02<\/p>\n<\/td>\n<\/tr>\n

\n

Excluded Contracts<\/p>\n<\/td>\n

<\/td>\n\n

2.02(j)<\/p>\n<\/td>\n<\/tr>\n

\n

Excluded Liabilities<\/p>\n<\/td>\n

<\/td>\n\n

2.04<\/p>\n<\/td>\n<\/tr>\n

\n

Field Inspector<\/p>\n<\/td>\n

<\/td>\n\n

2.08(b)<\/p>\n<\/td>\n<\/tr>\n

\n

Field Inspector Report<\/p>\n<\/td>\n

<\/td>\n\n

2.08(b)<\/p>\n<\/td>\n<\/tr>\n

\n

Filing Documentation<\/p>\n<\/td>\n

<\/td>\n\n

8.01(e)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

12<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Term<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Section<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Final Aggregate Capital Expenditures Amount<\/p>\n<\/td>\n

<\/td>\n\n

2.10<\/p>\n<\/td>\n<\/tr>\n

\n

Financing<\/p>\n<\/td>\n

<\/td>\n\n

7.11<\/p>\n<\/td>\n<\/tr>\n

\n

FIPR License<\/p>\n<\/td>\n

<\/td>\n\n

10.01(b)<\/p>\n<\/td>\n<\/tr>\n

\n

Fundamental Representations<\/p>\n<\/td>\n

<\/td>\n\n

12.01(a)(ii)<\/p>\n<\/td>\n<\/tr>\n

\n

Improvements<\/p>\n<\/td>\n

<\/td>\n\n

10.05<\/p>\n<\/td>\n<\/tr>\n

\n

In Bound \/ Out Bound Inventory<\/p>\n<\/td>\n

<\/td>\n\n

2.08(b)<\/p>\n<\/td>\n<\/tr>\n

\n

Indemnified Party<\/p>\n<\/td>\n

<\/td>\n\n

12.03<\/p>\n<\/td>\n<\/tr>\n

\n

Indemnifying Party<\/p>\n<\/td>\n

<\/td>\n\n

12.03<\/p>\n<\/td>\n<\/tr>\n

\n

Initial Hydrocarbon Inventory Tax Amount<\/p>\n<\/td>\n

<\/td>\n\n

8.01(e)<\/p>\n<\/td>\n<\/tr>\n

\n

Inspector<\/p>\n<\/td>\n

<\/td>\n\n

2.08(c)<\/p>\n<\/td>\n<\/tr>\n

\n

Interim Financial Statements<\/p>\n<\/td>\n

<\/td>\n\n

7.11<\/p>\n<\/td>\n<\/tr>\n

\n

Inventory Balance<\/p>\n<\/td>\n

<\/td>\n\n

2.08(c)<\/p>\n<\/td>\n<\/tr>\n

\n

Inventory Statement<\/p>\n<\/td>\n

<\/td>\n\n

2.08(c)<\/p>\n<\/td>\n<\/tr>\n

\n

Inventory Value<\/p>\n<\/td>\n

<\/td>\n\n

2.08(c)<\/p>\n<\/td>\n<\/tr>\n

\n

Leased Real Property<\/p>\n<\/td>\n

<\/td>\n\n

2.01(b)<\/p>\n<\/td>\n<\/tr>\n

\n

Licenses<\/p>\n<\/td>\n

<\/td>\n\n

10.01(b)<\/p>\n<\/td>\n<\/tr>\n

\n

LIPR Sublicense<\/p>\n<\/td>\n

<\/td>\n\n

10.03(d)<\/p>\n<\/td>\n<\/tr>\n

\n

Material Contract<\/p>\n<\/td>\n

<\/td>\n\n

3.07(c)<\/p>\n<\/td>\n<\/tr>\n

\n

Non-Union Transferred Participant<\/p>\n<\/td>\n

<\/td>\n\n

9.03(a)(i)<\/p>\n<\/td>\n<\/tr>\n

\n

Obligated Party<\/p>\n<\/td>\n

<\/td>\n\n

7.05(c)(ii)<\/p>\n<\/td>\n<\/tr>\n

\n

OIPR License<\/p>\n<\/td>\n

<\/td>\n\n

10.01(a)<\/p>\n<\/td>\n<\/tr>\n

\n

Owned Real Property<\/p>\n<\/td>\n

<\/td>\n\n

2.01(a)<\/p>\n<\/td>\n<\/tr>\n

\n

PBGC<\/p>\n<\/td>\n

<\/td>\n\n

3.15(f)<\/p>\n<\/td>\n<\/tr>\n

\n

Permitted Liens<\/p>\n<\/td>\n

<\/td>\n\n

3.10(b)(xvii)<\/p>\n<\/td>\n<\/tr>\n

\n

Permitted Transferee<\/p>\n<\/td>\n

<\/td>\n\n

10.02<\/p>\n<\/td>\n<\/tr>\n

\n

Petty Cash<\/p>\n<\/td>\n

<\/td>\n\n

2.01(m)<\/p>\n<\/td>\n<\/tr>\n

\n

PMPA Termination Date<\/p>\n<\/td>\n

<\/td>\n\n

7.09(a)(i)<\/p>\n<\/td>\n<\/tr>\n

\n

PMPA Termination Notice<\/p>\n<\/td>\n

<\/td>\n\n

7.09(a)(i)<\/p>\n<\/td>\n<\/tr>\n

\n

Post-Closing Adjustment Date<\/p>\n<\/td>\n

<\/td>\n\n

2.09(b)<\/p>\n<\/td>\n<\/tr>\n

\n

Post-Closing Proration Adjustment Amount<\/p>\n<\/td>\n

<\/td>\n\n

2.09(b)<\/p>\n<\/td>\n<\/tr>\n

\n

Post-Closing Tax Period<\/p>\n<\/td>\n

<\/td>\n\n

8.01(b)<\/p>\n<\/td>\n<\/tr>\n

\n

Potential Contributor<\/p>\n<\/td>\n

<\/td>\n\n

12.07<\/p>\n<\/td>\n<\/tr>\n

\n

Prepayments<\/p>\n<\/td>\n

<\/td>\n\n

2.01(l)<\/p>\n<\/td>\n<\/tr>\n

\n

Pre-Closing Fuel Compliance Obligations<\/p>\n<\/td>\n

<\/td>\n\n

7.05(c)(i)<\/p>\n<\/td>\n<\/tr>\n

\n

Profit Sharing Contribution<\/p>\n<\/td>\n

<\/td>\n\n

9.03(a)(i)<\/p>\n<\/td>\n<\/tr>\n

\n

Proposed Wisconsin Tax Schedule<\/p>\n<\/td>\n

<\/td>\n\n

2.06(f)<\/p>\n<\/td>\n<\/tr>\n

\n

Purchase Price<\/p>\n<\/td>\n

<\/td>\n\n

2.06<\/p>\n<\/td>\n<\/tr>\n

\n

Purchased Assets<\/p>\n<\/td>\n

<\/td>\n\n

2.01<\/p>\n<\/td>\n<\/tr>\n

\n

Real Property<\/p>\n<\/td>\n

<\/td>\n\n

3.10<\/p>\n<\/td>\n<\/tr>\n

\n

Real Property Leases<\/p>\n<\/td>\n

<\/td>\n\n

2.01(b)<\/p>\n<\/td>\n<\/tr>\n

\n

Refining Business<\/p>\n<\/td>\n

<\/td>\n\n

Recitals<\/p>\n<\/td>\n<\/tr>\n

\n

Relevant Period<\/p>\n<\/td>\n

<\/td>\n\n

9.02<\/p>\n<\/td>\n<\/tr>\n

\n

Retained Union Employee Benefit Liabilities<\/p>\n<\/td>\n

<\/td>\n\n

9.01(b)<\/p>\n<\/td>\n<\/tr>\n

\n

Sales and Use Taxes<\/p>\n<\/td>\n

<\/td>\n\n

8.01(e)<\/p>\n<\/td>\n<\/tr>\n

\n

Seller<\/p>\n<\/td>\n

<\/td>\n\n

Preamble<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

13<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Term<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Section<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Seller DB Plan<\/p>\n<\/td>\n

<\/td>\n\n

9.03<\/p>\n<\/td>\n<\/tr>\n

\n

Seller DC Plan<\/p>\n<\/td>\n

<\/td>\n\n

9.03<\/p>\n<\/td>\n<\/tr>\n

\n

Seller FSA Plan<\/p>\n<\/td>\n

<\/td>\n\n

9.06(d)<\/p>\n<\/td>\n<\/tr>\n

\n

Seller Indemnified Party<\/p>\n<\/td>\n

<\/td>\n\n

12.02(b)<\/p>\n<\/td>\n<\/tr>\n

\n

Seller Retiree Welfare Benefit<\/p>\n<\/td>\n

<\/td>\n\n

9.07<\/p>\n<\/td>\n<\/tr>\n

\n

Seller Welfare Plan<\/p>\n<\/td>\n

<\/td>\n\n

9.06(a)<\/p>\n<\/td>\n<\/tr>\n

\n

Sharing Arrangement<\/p>\n<\/td>\n

<\/td>\n\n

2.05(b)<\/p>\n<\/td>\n<\/tr>\n

\n

Standard Procedure<\/p>\n<\/td>\n

<\/td>\n\n

9.09<\/p>\n<\/td>\n<\/tr>\n

\n

Third Party Claim<\/p>\n<\/td>\n

<\/td>\n\n

12.03<\/p>\n<\/td>\n<\/tr>\n

\n

Third Party License Agreement<\/p>\n<\/td>\n

<\/td>\n\n

10.03(d)<\/p>\n<\/td>\n<\/tr>\n

\n

Transfer Taxes<\/p>\n<\/td>\n

<\/td>\n\n

8.01(e)<\/p>\n<\/td>\n<\/tr>\n

\n

Transferred Contractor<\/p>\n<\/td>\n

<\/td>\n\n

9.01(a)<\/p>\n<\/td>\n<\/tr>\n

\n

Transferred Employees<\/p>\n<\/td>\n

<\/td>\n\n

9.01<\/p>\n<\/td>\n<\/tr>\n

\n

Transferred Pipeline Rights<\/p>\n<\/td>\n

<\/td>\n\n

2.01(d)<\/p>\n<\/td>\n<\/tr>\n

\n

Union DB Plan<\/p>\n<\/td>\n

<\/td>\n\n

9.04(b)<\/p>\n<\/td>\n<\/tr>\n

\n

Union DC Plan<\/p>\n<\/td>\n

<\/td>\n\n

9.03(a)(ii)<\/p>\n<\/td>\n<\/tr>\n

\n

Union Welfare Plan<\/p>\n<\/td>\n

<\/td>\n\n

3.15(h)<\/p>\n<\/td>\n<\/tr>\n

\n

WARN Act<\/p>\n<\/td>\n

<\/td>\n\n

3.14(c)<\/p>\n<\/td>\n<\/tr>\n

\n

Warranty Breach<\/p>\n<\/td>\n

<\/td>\n\n

12.02(a)(i)<\/p>\n<\/td>\n<\/tr>\n

\n

Wisconsin Tax Schedule<\/p>\n<\/td>\n

<\/td>\n\n

2.06(f)<\/p>\n<\/td>\n<\/tr>\n

\n

Wisconsin Real Estate Transfer Fees<\/p>\n<\/td>\n

<\/td>\n\n

2.06(f)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Section 1.02. Other Definitional and Interpretative Provisions. <\/em>The
\nwords “hereof”, “herein” and “hereunder” and words of like import used in this
\nAgreement shall refer to this Agreement as a whole and not to any particular
\nprovision of this Agreement. The captions herein are included for convenience of
\nreference only and shall be ignored in the construction or interpretation
\nhereof. References to Articles, Sections, Exhibits and Schedules are to
\nArticles, Sections, Exhibits and Schedules of this Agreement unless otherwise
\nspecified. All Exhibits and Schedules annexed hereto or referred to herein are
\nhereby incorporated in and made a part of this Agreement as if set forth in full
\nherein. Any capitalized terms used in any Exhibit or Schedule, but not otherwise
\ndefined therein, shall have the meaning as defined in this Agreement. Any
\nsingular term in this Agreement shall be deemed to include the plural, and any
\nplural term the singular. Whenever the words “include”, “includes” or
\n“including” are used in this Agreement, they shall be deemed to be followed by
\nthe words “without limitation”, whether or not they are in fact followed by
\nthose words or words of like import. “Writing”, “written” and comparable terms
\nrefer to printing, typing and other means of reproducing words (including
\nelectronic media) in a visible form. References to any statute shall be deemed
\nto refer to such statute as amended from time to time and to any rules or
\nregulations promulgated thereunder. References to any Contract are to that
\nContract as amended, modified or supplemented from time to time in accordance
\nwith the terms hereof and thereof; provided<\/em> that with respect to any
\nContract listed on any schedules hereto, all such amendments, modifications or
\nsupplements must also be listed in the<\/p>\n

14<\/p>\n

\n

appropriate schedule. References to any Person include the successors and
\npermitted assigns of that Person. References from or through any date mean,
\nunless otherwise specified, from and including or through and including,
\nrespectively. References to “law”, “laws” or to a particular statute or law
\nshall be deemed also to include any and all Applicable Law.<\/p>\n

ARTICLE 2 <\/strong><\/p>\n

PURCHASE AND SALE<\/p>\n

Section 2.01. Purchase and Sale. <\/em>Except as otherwise provided below
\n(including Sections 2.02 and 2.05), upon the terms and subject to the conditions
\nof this Agreement, Buyer agrees to purchase from Seller and its Subsidiaries and
\nSeller agrees to sell, convey, transfer, assign and deliver, or cause to be
\nsold, conveyed, transferred, assigned and delivered, to Buyer at the Closing,
\nfree and clear of all Liens, other than Permitted Liens, all of Seller153s and its
\nSubsidiaries153 right, title and interest in, to and under the assets, properties
\nand business owned, held or used exclusively in the conduct of the Business by
\nSeller and its Subsidiaries as the same shall exist and be held by Seller and
\nits Subsidiaries on the Closing Date (collectively, the “Purchased
\nAssets<\/strong>“), including all right, title and interest of Seller and its
\nSubsidiaries in, to and under the following to the extent owned, held or used
\nexclusively in the conduct of the Business as the same shall exist and be held
\nby Seller and its Subsidiaries on the Closing Date:<\/p>\n

(a) the real property owned in fee listed on Section 2.01(a) of the Seller
\nDisclosure Schedule (the “Owned Real Property<\/strong>“), together with
\nall buildings, structures, fixtures and other improvements owned by the Seller
\nand its Subsidiaries and located thereon (including all construction
\nwork-in-progress, process units, storage tanks, control houses, office
\nbuildings, laboratory facilities, warehouses, boiler houses, power plants, waste
\nwater treatment facilities and similar improvements);<\/p>\n

(b) the leasehold estates listed on Section 2.01(b) of the Seller Disclosure
\nSchedule (the “Leased Real Property<\/strong>“), and the related lease or
\nsublease agreements (the “Real Property Leases<\/strong>“) respecting
\nland, buildings, fixtures and real property improvements (whether owned or
\nleased), together with all construction work-in-progress in respect of same;\n<\/p>\n

(c) the easements appurtenant to the Seller153s or its Subsidiaries153 ownership
\nof the Owned Real Property, lease of the Leased Real Property and operation of
\nthe Business and Facilities, including the easements identified on Section
\n2.01(c) of the Seller Disclosure Schedule (the “Easements<\/strong>“);\n<\/p>\n

(d) the Contracts, deeds, easements, rights of way, franchises, licenses,
\npermits, and other documents respecting those pipeline rights listed on Section
\n2.01(d) of the Seller Disclosure Schedule (collectively, the
\n“Transferred Pipeline Rights<\/strong>“);<\/p>\n

15<\/p>\n

\n

(e) the Hydrocarbon Inventory;<\/p>\n

(f) the Equipment and all inventories (other than hydrocarbon inventories and
\nproducts), including chemicals, catalysts, additives inventories and precious
\nmetals (in the case of precious metals, listed by type and amount on Section
\n2.01(f) of the Seller Disclosure Schedule), in each case used exclusively in
\nconnection with the ownership of the Purchased Assets or operation of the
\nBusiness;<\/p>\n

(g) all rights and obligations of the Seller or its Subsidiaries under (i)
\nthe Material Contracts (other than any Excluded Contract) and (ii) any other
\nContracts of Seller or its Subsidiaries (including any agreements with Business
\nContractors) that are not Excluded Contracts and that relate exclusively to the
\nownership of the Purchased Assets or operation of the Business (the items in
\nclauses (i) and (ii) collectively, the “Assigned Contracts<\/strong>“);
\nfor the avoidance of doubt the Assigned Contracts shall include the Seller PMPA
\nFranchise Agreements;<\/p>\n

(h) all Business Permits;<\/p>\n

(i) except as set forth in Sections 2.01(j), 2.02(d), 2.02(e), 2.02(f),
\n2.02(g) or 2.02(o), all books, records, files and papers, whether in hard copy
\nor computer format, including any information relating to any Tax imposed on the
\nPurchased Assets, wherever located, in each case which relate exclusively to the
\nownership of the Purchased Assets or operation of the Business;<\/p>\n

(j) to the extent permitted by Applicable Law, copies of the personnel and
\nemployment records relating to Transferred Employees; provided<\/em> that if
\nApplicable Law requires that Buyer receive original personnel and employment
\nrecords relating to any Transferred Employees, Buyer shall receive such records
\npursuant to this Section 2.01(j);<\/p>\n

(k) all unexpired warranties from third parties related exclusively to the
\nBusiness, including warranties set forth in any equipment purchase agreement,
\nconstruction agreement, lease agreement, consulting agreement or agreement for
\narchitectural or engineering services, it being understood that nothing in this
\nSection shall be construed as a representation by Seller that any such warranty
\nremains in effect or is enforceable;<\/p>\n

(l) all deposits, advance payments, prepayments, prepaid expenses and other
\nsimilar payments made by or on behalf of Seller or its Subsidiaries, in each
\ncase to the extent exclusively related to the Business (collectively,
\n“Prepayments<\/strong>“);<\/p>\n

(m) all petty cash located at the operating facilities of the Business
\n(“Petty Cash<\/strong>“);<\/p>\n

16<\/p>\n

\n

(n) all goodwill associated with the operation of the Business, together with
\nthe right to represent to third parties that Buyer is the successor to the
\nBusiness;<\/p>\n

(o) all assets of the Employee Plans expressly assumed by or provided to be
\ntransferred to Buyer pursuant to Article 9 (including, without limitation, all
\ninsurance Contracts maintained in connection with such Employee Plans);<\/p>\n

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

(q) except as set forth in Section 2.02(l), all bonds, letters of credit and
\nother security arrangements established by any Person in favor of Seller that
\nrelate exclusively to the Purchased Assets or the operation of the Business
\n(collectively, the “Customer Security Arrangements<\/strong>“), to the
\nextent transferable;<\/p>\n

(r) except as otherwise expressly provided in this Agreement, any other
\nassets, properties, and rights of Seller or any of its Subsidiaries that are
\nused exclusively in the ownership of the Purchased Assets or the operation of
\nthe Business as it is currently conducted by Seller or its Subsidiaries and any
\nother tangible asset owned by Seller or its Subsidiaries located at, or on the
\ngrounds of, the Facilities; and<\/p>\n

(s) except as set forth on Section 2.01(s) of the Seller Disclosure Schedule,
\nany insurance proceeds received from third parties after the date hereof (net of
\nSeller153s or its Subsidiaries153 costs of collection and any applicable deductibles
\nactually paid by Seller or its Subsidiaries) arising out of events that occurred
\nprior to the Closing Date, to the extent such insurance proceeds are actually
\npaid and relate to (i) the repair or restoration of any of the Facilities, but
\nexcluding proceeds to the extent Seller effects such repair or restoration
\nbefore the Closing, or (ii) an Assumed Liability.<\/p>\n

Section 2.02. Excluded Assets. <\/em>Buyer expressly understands and
\nagrees that the following assets and properties of Seller and its Subsidiaries
\n(collectively, the “Excluded Assets<\/strong>“) shall be excluded from
\nthe Purchased Assets:<\/p>\n

(a) all of Seller153s or its Subsidiaries153 cash and cash equivalents on hand
\nand in banks, except for Petty Cash;<\/p>\n

(b) except as otherwise specifically provided in Section 2.01(o) or Section
\n2.01(s), all rights, titles, claims and interests of Seller or any of its
\nSubsidiaries (i) under any policy or agreement of insurance of Seller or any of
\nits Subsidiaries or (ii) to any insurance proceeds under any of the policies or
\nagreements of insurance described in the preceding clause (i);<\/p>\n

(c) all Owned Intellectual Property Rights and Trademarks (including the
\nFranchise Licensed Marks) (it being understood that nothing in this Section
\n2.02(c) shall limit the Licenses);<\/p>\n

17<\/p>\n

\n

(d) all books, records, files and papers, whether in hard copy or computer
\nformat, prepared in connection with this Agreement or the transactions
\ncontemplated hereby (including relating to the sale process) and all minute
\nbooks and corporate records of Seller and its Subsidiaries;<\/p>\n

(e) copies of any books, records files or papers relating to Taxes described
\nin Section 2.01(i);<\/p>\n

(f) copies of any of the books, records, files and papers described in
\nSection 2.01(i), to the extent Seller reasonably concludes that they are or may
\nbe necessary or useful in connection with Seller153s or its Subsidiaries153 defense
\nor prosecution of any suit, action or proceeding relating to an Excluded
\nLiability;<\/p>\n

(g) copies of the personnel and employment records described in Section
\n2.01(j) to the extent Seller reasonably concludes that they are or may be
\nnecessary or useful in connection with Seller153s obligations under Article 9;\n<\/p>\n

(h) the property and assets described on Section 2.02(h) of the Seller
\nDisclosure Schedule;<\/p>\n

(i) all rights of Seller arising under this Agreement or the transactions
\ncontemplated hereby;<\/p>\n

(j) all Contracts of the Seller or any of its Subsidiaries that do not relate
\nexclusively to the operation of the Business as currently conducted by the
\nSeller or its Subsidiaries and any Contract listed on Section 2.02(j) of the
\nSeller Disclosure Schedule (together, the “Excluded
\nContracts<\/strong>“).<\/p>\n

(k) any payments or other receivables owing from any customer on account of
\nany products produced at the Facilities where title has passed to the customer
\nprior to Closing;<\/p>\n

(l) all of Seller153s or its Subsidiaries153 right, title and interest in and to
\nall (i) accounts receivable and all notes and other evidences of indebtedness of
\nand rights to receive payments arising out of sales, services, rentals and other
\nactivities of the Business occurring in connection with and attributable to the
\nownership or operation of the Purchased Assets or the Business prior to the
\nClosing (which, for the avoidance of doubt, shall include all sales of
\nhydrocarbon products or inventories other than the Hydrocarbon Inventory) and
\nthe security arrangements, if any, related thereto, (ii) all bonds, letters of
\ncredit or other security arrangements posted or otherwise issued by the Seller
\nor any of its Subsidiaries in favor of any other Person, other than any
\nPrepayments, and (iii) rights with respect to any third party collection
\nprocedures or any other actions or proceedings in connection with any of the
\nforegoing;<\/p>\n

18<\/p>\n

\n

(m) all of Seller153s or its Subsidiaries153 rights arising under any outstanding
\nreceivable arising prior to Closing between the Seller or any of its
\nSubsidiaries in respect of the Business, on the one hand, and Seller or any
\nAffiliate of the Seller in respect of any other business division, group or
\nfunction, on the other hand;<\/p>\n

(n) all assets related to any Employee Plan or any other pension, profit
\nsharing, stock bonus, stock option, thrift or other retirement plan, medical,
\nhospitalization, dental, life, disability, vacation or other insurance or
\nbenefit plan, employee stock ownership plan, deferred compensation, stock
\nownership, stock purchase, bonus, benefit or other incentive plan, severance
\nplan or other employee benefit plan relating to the Seller, its Affiliates or
\ntheir respective employees (in each case other than all assets of the Employee
\nPlans expressly assumed by or provided to be transferred to Buyer pursuant to
\nArticle 9);<\/p>\n

(o) the original personnel and employment records relating to Transferred
\nEmployees to the extent Applicable Law does not permit that Buyer receive such
\noriginal records; provided<\/em>, if any medical records of Transferred
\nEmployees are needed in order to respond to any post-Closing inquiry from any
\nGovernmental Authority relating to employment or workplace safety issues, Seller
\nagrees, to the extent permitted by Applicable Law, reasonably to cooperate with
\nBuyer to make such records available to Buyer or to such Governmental Authority
\nfor purposes of the inquiry;<\/p>\n

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

(q) all Tax refunds relating to any Pre-Closing Tax Period;<\/p>\n

(r) any Purchased Assets sold or otherwise disposed of in the Ordinary Course
\nof Business and not in violation of any provision of this Agreement during the
\nperiod from the date hereof until the Closing Date;<\/p>\n

(s) all assets primarily or exclusively related to the Excluded Businesses;
\nand<\/p>\n

(t) all hydrocarbon inventories and products other than the Hydrocarbon
\nInventory.<\/p>\n

19<\/p>\n

\n

Section 2.03. Assumed Liabilities. <\/em>Upon the terms and subject to the
\nconditions of this Agreement, Buyer agrees, effective as of the Closing, to
\nassume, pay, discharge and perform as and when due, the following liabilities
\nand obligations (the “Assumed Liabilities<\/strong>“):<\/p>\n

(a) all debts, obligations, Contracts and liabilities of any kind, character
\nor description (whether known or unknown, accrued, absolute, contingent or
\notherwise) relating to or arising out of the ownership or operation of the
\nPurchased Assets or the conduct of the Business from and after the Closing,
\nincluding any such debts, obligations, Contracts and liabilities arising as a
\nresult of the consummation of the transactions contemplated by this Agreement;\n<\/p>\n

(b) all liabilities and obligations of Seller or any of its Subsidiaries
\narising under the Assigned Contracts, including any such liabilities or
\nobligations arising as a result of the consummation of the transactions
\ncontemplated by this Agreement;<\/p>\n

(c) all Assumed Environmental Liabilities;<\/p>\n

(d) all liabilities and obligations of the Seller or its Subsidiaries under
\nopen purchase orders or other accounts payable that were entered into or
\nincurred by Seller or its Subsidiaries in the operation of the Business prior to
\nClosing and which provide for the delivery of goods or services on or following
\nClosing;<\/p>\n

(e) all liabilities and obligations relating to or arising out of the matters
\nidentified on Section 2.03(e) of the Seller Disclosure Schedule, regardless of
\nwhether such matter existed prior to the Closing;<\/p>\n

(f) all delivery obligations in respect of products produced at the
\nFacilities with respect to which title has not passed to a customer prior to
\nClosing;<\/p>\n

(g) all liabilities for Taxes allocated to Buyer under Article 8;<\/p>\n

(h) all liabilities and obligations with respect to, or relating to, any
\nTransferred Employee arising from such Transferred Employee153s employment by
\nBuyer or its Affiliates at or after the Closing; and<\/p>\n

(i) all liabilities and obligations expressly assumed by or provided to be
\ntransferred to Buyer pursuant to Article 9.<\/p>\n

Section 2.04. Excluded Liabilities. <\/em>Buyer is assuming only the
\nAssumed Liabilities and is not assuming any other liability or obligation of
\nSeller or its Subsidiaries of whatever nature, whether presently in existence or
\narising hereafter. All such other liabilities and obligations shall be retained
\nby and remain liabilities and obligations of Seller and\/or its Subsidiaries, as
\napplicable (all such liabilities and obligations not being assumed being herein
\nreferred to as the “Excluded Liabilities<\/strong>“). Excluded
\nLiabilities include, but are not limited to, the following:<\/p>\n

(a) any liability or obligation of Seller or any of its Subsidiaries for
\npersonal injury or tort, or similar causes of action, to the extent arising out
\nof, associated with, relating to, or incurred in connection with the ownership
\nof the Purchased Assets or the operation of the Business prior to the Closing;
\nprovided <\/em>that the foregoing shall not include any such liabilities or
\nobligations arising under or relating to any Environmental Matters (other than
\nas provided in Section 2.04(d));<\/p>\n

20<\/p>\n

\n

(b) any liability or obligation of Seller, or any member of any consolidated,
\naffiliated, combined or unitary group of which Seller is or has been a member,
\nfor Taxes (including liabilities for Taxes allocated to Seller under Article 8
\nand except to the extent explicitly assumed in Section 2.03); provided<\/em>
\nthat Transfer Taxes incurred in connection with the transactions contemplated by
\nthis Agreement and Apportioned Obligations shall be borne and paid in the manner
\nset forth in Section 8.01 hereof;<\/p>\n

(c) any liability or obligation to the extent associated with or relating to
\nan Excluded Asset (including any liability incurred in connection with Seller153s
\nremoval of the Excluded Assets);<\/p>\n

(d) Excluded Environmental Liabilities;<\/p>\n

(e) all of Seller153s or its Subsidiaries153 obligations arising under any
\noutstanding payable arising prior to Closing between the Seller or any of its
\nSubsidiaries in respect of the Business, on the one hand, and Seller or any
\nAffiliate of the Seller in respect of any other business, division, group or
\nfunction, on the other hand;<\/p>\n

(f) except as provided in Section 2.03(h) or Section 2.03(i), all liabilities
\nand obligations with respect to, or relating to, the Business Employees or any
\ncurrent or former employee of Seller or its Affiliates (including, without
\nlimitation, all liabilities and obligations arising from any Transferred
\nEmployee153s employment by Seller or its Affiliates or the termination of such
\nemployment and including all Retained Union Employee Benefit Liabilities);
\nprovided<\/em>, that the foregoing liabilities and obligations shall not
\ninclude any Assumed Environmental Liabilities; and<\/p>\n

(g) except as provided in Section 2.03(i), all liabilities and obligations
\nwith respect to, or relating to, any Employee Plan or any other pension, profit
\nsharing, stock bonus, stock option, thrift or other retirement plan, medical,
\nhospitalization, dental, life, disability, vacation or other insurance or
\nbenefit plan, employee stock ownership plan, deferred compensation, stock
\nownership, stock purchase, bonus, benefit or other incentive plan, severance
\nplan or other employee benefit plan relating to Seller, its Affiliates or their
\nrespective current or former employees, or under or with respect to which Seller
\nor its ERISA Affiliates have or may have any obligation or liability.<\/p>\n

Section 2.05. Non-assignability of Purchased Assets. <\/em>(a)
\nNotwithstanding anything in this Agreement to the contrary, if and to the extent
\nthat the transfer or assignment from Seller or any of its Subsidiaries to Buyer
\nof any Purchased Asset would be a violation of Applicable Law with respect to
\nsuch Purchased Asset or<\/p>\n

21<\/p>\n

\n

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

(b) If the transfer or assignment of any Purchased Asset intended to be
\ntransferred or assigned hereunder is not consummated prior to or at the Closing
\nas a result of Section 2.05(a), then Seller or its Subsidiary shall thereafter,
\ndirectly or indirectly, hold such Delayed Transfer Asset for the use and benefit
\nof Buyer (at the expense of Buyer) insofar as reasonably practicable. In
\naddition, to the extent not prohibited, Seller shall take or cause to be taken
\nsuch other actions as may be reasonably requested by Buyer (including entry into
\nsuch cooperative arrangements as may be reasonably acceptable to Buyer and
\nSeller, including sublease, agency, management, indemnity or payment
\narrangements (a “Sharing Arrangement<\/strong>“)) in order to place
\nBuyer, insofar as reasonably practicable, in substantially the same position as
\nif such Delayed Transfer Asset had been transferred as contemplated hereby and
\nso that all the benefits and burdens relating to such Delayed Transfer Asset,
\nincluding possession, use, risk of loss, potential for gain, and dominion,
\ncontrol and command over such Delayed Transfer Asset, are to inure from and
\nafter the Closing to Buyer. To the extent permitted and to the extent otherwise
\npermissible in light of any required consent, approval, waiver or authorization,
\nBuyer shall be entitled to, and shall be responsible for, the management of any
\nDelayed Transfer Assets not yet transferred to it as a result of this Section
\n2.05 and the parties hereto agree to use commercially reasonable efforts to
\ncooperate and coordinate with respect thereto.<\/p>\n

(c) If and when the consents, approvals, waivers or authorizations, the
\nabsence of which caused the deferral of transfer of any Purchased Asset pursuant
\nto this Section 2.05, are obtained, the transfer of the applicable Delayed
\nTransfer Asset to Buyer shall automatically and without further action be
\neffected in accordance with the terms of this Agreement. For the avoidance of
\ndoubt, the covenants set forth in this Section 2.05 apply pre-Closing and
\npost-Closing.<\/p>\n

22<\/p>\n

\n

(d) Neither Seller nor any of its Subsidiaries shall be obligated, in
\nconnection with the provisions of this Section 2.05, to expend any money unless
\nthe necessary funds are advanced by Buyer, other than reasonable out-of-pocket
\nrecording or similar fees, all of which shall be promptly reimbursed by Buyer
\nexcept as otherwise specifically provided in this Agreement.<\/p>\n

(e) The parties hereto further agree that, provided that Seller or its
\nSubsidiary and Buyer have entered into a Sharing Arrangement with respect to a
\nDelayed Transfer Asset or to the extent that Buyer otherwise receives the use or
\nbenefit of a Delayed Transfer Asset, (i) such Delayed Transfer Asset shall be
\ntreated for all income Tax purposes as an asset of Buyer and (ii) neither Buyer
\nnor Seller shall take, and each of Buyer and Seller shall prevent any of their
\nrespective Affiliates from taking, any position inconsistent with such treatment
\nfor any income Tax purposes (unless required by a change in applicable income
\nTax law or a good faith resolution of a contest).<\/p>\n

Section 2.06. Purchase Price; Allocation of Purchase Price. <\/em>(a) The
\npurchase price (the “Purchase Price<\/strong>“) for the Purchased Assets
\nshall be the sum of (i) the Adjusted Cash Amount, (ii) the Inventory Value and
\n(iii) the Aggregate Capital Expenditures Amount. The Purchase Price shall be
\npaid as provided in Section 2.07 and shall be subject to adjustment as provided
\nin Sections 2.08, 2.09 and 2.10.<\/p>\n

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

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

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

23<\/p>\n

\n

Seller. In the event that an agreement is not reached within 30 days after
\nthe determination of the applicable adjustment, any disputed items shall be
\nresolved in the manner described in Section 2.06(b). Buyer and Seller agree to
\nfile any additional information return required to be filed pursuant to Section
\n1060 of the Code and to treat the Allocation Statement as adjusted in the manner
\ndescribed in Section 2.06(b).<\/p>\n

(e) Not later than 30 days prior to the filing of their respective Forms 8594
\nrelating to this transaction, each party shall deliver to the other party a copy
\nof its Form 8594.<\/p>\n

(f) No later than 20 Business Days prior to Closing, Seller shall deliver to
\nBuyer a proposed schedule (the “Proposed Wisconsin Tax
\nSchedule<\/strong>“) that, for purposes of computing the amount of “real estate
\ntransfer fees” required by the state of Wisconsin to be paid on the sale of the
\nPurchased Assets (the “Wisconsin Real Estate Transfer Fees<\/strong>“),
\nsets forth either (i) the percentage of the Purchase Price that will be
\nallocated to those Purchased Assets constituting “real property” as defined
\nunder the laws of the state of Wisconsin or (ii) a methodology for determining
\nsuch percentage. Buyer and Seller shall work in good faith to reach agreement on
\nany revisions to the Proposed Wisconsin Tax Schedule and to finalize the revised
\nProposed Wisconsin Tax Schedule (such final schedule, the “Wisconsin Tax
\nSchedule<\/strong>“) no later than 10 Business Days prior to Closing. If Buyer
\nand Seller are unable to reach an agreement 10 Business Days prior to Closing,
\nthen Buyer and Seller shall jointly retain an Accounting Referee to resolve the
\ndispute in accordance with the procedures set forth in Section 2.11. The
\nAccounting Referee shall make a final determination as promptly as practicable,
\nbut in no event later than 10 days before payment of the real estate transfer
\nfees described in the Wisconsin Tax Schedule are due pursuant to Applicable Law.
\nUpon resolution of the dispute, the percentage or methodology (as applicable)
\nset forth in the Wisconsin Tax Schedule shall be adjusted to reflect such
\nresolution, and Buyer and Seller agree to be bound by such adjusted Wisconsin
\nTax Schedule. Adjustments to the Wisconsin Real Estate Transfer Fees shall be
\nmade in accordance with this Section 2.06(f) following any post-Closing
\nadjustments to the Purchase Price pursuant to Section 2.08, Section 2.09 or
\nSection 2.10.<\/p>\n

Section 2.07. Closing. <\/em>The closing (the “Closing<\/strong>“)
\nof the purchase and sale of the Purchased Assets and the assumption of the
\nAssumed Liabilities hereunder shall take place at the offices of Davis Polk
\n& Wardwell LLP, 450 Lexington Avenue, New York, New York, as soon as
\npossible, but in no event later than the second Business Day, after satisfaction
\nor waiver of the conditions set forth in Article 11 (other than conditions that
\nby their nature are to be (and will be) satisfied at Closing) or at such other
\ntime or place as Buyer and Seller may agree; provided, however,<\/em> that if
\npursuant to the foregoing the Closing would occur on a date that is earlier than
\n30 days after the date Seller delivers the Interim Financial Statements to
\nBuyer, then the Closing shall occur on the earlier of (i) the date that is 30
\ndays (or if such date is not a Business Day, on the first Business<\/p>\n

24<\/p>\n

\n

Day after the end of such 30 day period) after the date on which Seller
\ndelivers the Interim Financial Statements to Buyer and (ii) the first Business
\nDay after the day on which Buyer consummates the Financing. The Closing shall be
\ndeemed to be effective as of 11:59:59 p.m. Central time on the Closing Date. At
\nthe Closing:<\/p>\n

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

(b) Seller and\/or its Subsidiaries and Buyer shall enter into an Assignment
\nand Assumption Agreement and Bill of Sale substantially in the form attached
\nhereto as Exhibit A, Seller shall deliver or cause to be delivered to Buyer duly
\nexecuted special warranty deed(s) substantially in the form attached hereto as
\nExhibit G and, subject to the provisions hereof, Seller shall deliver or cause
\nto be delivered to Buyer such other deeds, bills of sale, endorsements,
\nconsents, assignments and other good and sufficient instruments of conveyance
\nand assignment as the parties and their respective counsel shall deem reasonably
\nnecessary to vest in Buyer all of Seller153s and its Subsidiaries153 right, title
\nand interest in, to and under the Purchased Assets (it being expressly
\nunderstood that such deeds, bills of sale, endorsements, consents, assignments
\nand other instruments shall not require Seller or its Subsidiaries or any other
\nPerson to make any additional representations, warranties or covenants, express
\nor implied, not contained in this Agreement).<\/p>\n

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

Section 2.08. Hydrocarbon Inventory and Adjustment. <\/em>(a) No later
\nthan 5 Business Days prior to the Closing Date, Seller shall deliver to Buyer a
\ncertificate of Seller setting forth Seller153s good faith estimate of the
\nInventory Value (the “Estimated Inventory Value<\/strong>“). Such
\ncertificate shall also set forth Seller153s estimates of the ownership, types,
\ncharacteristics and volumes, on a tank, trunk, pipeline or other location basis,
\nof all Hydrocarbon Inventory.<\/p>\n

25<\/p>\n

\n

(b) Prior to the Closing, Seller and Buyer shall engage a mutually agreeable
\nindependent inspector (the “Field Inspector<\/strong>“). The Field
\nInspector shall measure the Hydrocarbon Inventory as of Closing at the
\nrespective locations of the Hydrocarbon Inventory on the Closing Date;
\nprovided<\/em> that notwithstanding anything herein to the contrary, (i) the
\nvolumes of all Hydrocarbon Inventory in process units and pipeworks and the
\nvolumes of all tank sludge Hydrocarbon Inventory shall be conclusively
\ndetermined as set forth on Exhibit B-1 and shall not be measured by the Field
\nInspector or included in the Field Inspector Report, (ii) the volumes of all In
\nBound Hydrocarbon Inventory and Outbound Hydrocarbon Inventory (as each such
\nterm is defined on Exhibit B-1) (together, “In Bound \/ Out Bound
\nInventory<\/strong>“) shall be determined as set forth on Exhibit B-1 and shall
\nnot be measured by the Field Inspector or included in the Field Inspector Report
\nand (iii) crude tank volume compositions shall be determined as set forth on
\nExhibit B-2. With respect to the Hydrocarbon Inventory measured by the Field
\nInspector, such Hydrocarbon Inventory shall be measured in accordance with the
\nprocedures set forth in Exhibit B-l. Buyer shall not take or permit to be taken
\nany actions that would reduce the level of Hydrocarbon Inventory between the
\ntime of the Closing and such time that the Field Inspector completes its
\nmeasurement procedures unless Buyer and Seller mutually agree upon adjustments
\nand\/or procedures to appropriately account for any such reduction. The Field
\nInspector shall issue a written report (the “Field Inspector
\nReport<\/strong>“) to Buyer and Seller within 10 Business Days after the Closing
\nDate setting forth the volumes and quantities of the Hydrocarbon Inventory as of
\nthe Closing (to the extent such Hydrocarbon Inventory is measured by the Field
\nInspector in accordance with Exhibit B-1) and such volumes and quantities shall
\nbe deemed to be final and binding on Buyer and Seller (absent manifest error).
\nThe fees and expenses of the Field Inspector shall be borne equally by Seller
\nand Buyer.<\/p>\n

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

26<\/p>\n

\n

(d) If the Inventory Value (as finally determined pursuant to this Section
\n2.08) minus the Estimated Inventory Value (such difference, the
\n“Inventory Balance<\/strong>“) is greater than zero, Buyer shall pay to
\nSeller, without offset or deduction, an amount equal to the Inventory Balance by
\nwire transfer of immediately available funds to such account or accounts of
\nSeller or its Subsidiaries as may be designated by Seller. If the amount of the
\nInventory Balance is less than zero, then Seller shall pay, or cause to be paid,
\nto Buyer, without offset or deduction, an amount equal to the absolute value of
\nthe Inventory Balance by wire transfer of immediately available funds to such
\naccount or accounts of Buyer as may be designated by Buyer. Any payment pursuant
\nto this Section 2.08(d) shall be made within 5 days after the Inventory Value
\nhas been finally determined and shall bear interest from and including the
\nClosing Date to but excluding the date of payment at a rate per annum equal to
\nthe Interest Rate in effect from time to time during the period from the Closing
\nDate to the date of payment. Such interest shall be payable at the same time as
\nthe payment to which it relates and shall be calculated on the basis of a year
\nof 365 days and the actual number of days elapsed.<\/p>\n

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

(f) Except as expressly set forth in this Section 2.08 or Section 2.11, Buyer
\nand Seller shall each bear its own expenses incurred in connection with the
\npreparation and review of the Inventory Statement.<\/p>\n

Section 2.09. Adjustments for Pro-Rated Expenses. <\/em>(a) Buyer and
\nSeller agree that the items listed in Section 2.09(a)(i):2.09(a)(vii) (but
\nexcluding any income Taxes and the City of Superior Fee, and without
\nduplication) and relating to the Business or operation of the Purchased Assets
\nshall be prorated as of the Closing, with the Seller liable to the extent such
\nitems relate to any time period prior to the Closing, and the Buyer liable to
\nthe extent such items relate to periods on (including those items arising as a
\nresult of the consummation of the transactions contemplated by this Agreement)
\nor after the Closing (in each case, measured in the same units used to compute
\nthe item in question, or otherwise measured by calendar days), and, in
\naccordance with Section 2.09(b), the Cash Amount shall be increased by the
\namount of Petty Cash and by the pro-rated amount of all such payments made by
\nSeller and its Subsidiaries prior to the Closing but that are attributable to
\nperiods on or after the Closing and the Cash Amount shall be decreased by the
\npro-rated amount of all such payments to be made by Buyer subsequent to the
\nClosing but that are attributable to periods prior to the Closing:<\/p>\n

(i) personal property, real estate and occupancy Taxes, assessments and other
\ncharges, including those of the type that could give rise to a Permitted Lien or
\nare payable in installments of which any installment is due and payable, if any,
\non or with respect to the Business or operation of the Purchased Assets;
\nprovided<\/em> that the proration of Taxes referred to in this Section
\n2.09(a)(i) shall be made in accordance with Article 8;<\/p>\n

27<\/p>\n

\n

(ii) rent, Taxes and all other items (including prepaid services or goods not
\nincluded in Hydrocarbon Inventory) payable by or to the Seller or its
\nSubsidiaries under any Assigned Contracts;<\/p>\n

(iii) any permit fees, license fees, registration fees or other similar fees
\nwith respect to any Business Permits;<\/p>\n

(iv) sewer rents and charges for water, telephone, electricity and other
\nutilities;<\/p>\n

(v) other fees or charges imposed by any Governmental Authority;<\/p>\n

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

(vii) payments under the Assigned Contracts; provided<\/em> that if Seller
\nor any of its Subsidiaries or Buyer or any of its Affiliates makes any payment
\nto a third party pursuant to any Assigned Contract and (i) such payment is made
\nin respect of work performed, services provided or goods delivered during a
\nperiod of time that includes the Closing or (ii) the Closing occurs between the
\nmaking of such payment and the performance of the work or services or delivery
\nof goods, the parties will allocate the burden of such payment in a manner that
\nreflects the relative benefit of such work performed, services provided or goods
\ndelivered to each party.<\/p>\n

For the avoidance of doubt, the parties agree that for purposes of
\ndetermining the pro-rations pursuant to this Section 2.09(a), the Closing Date
\nwill be included in the time period for which Seller is responsible, except to
\nthe extent the relevant matter arises as a result of the consummation of the
\ntransactions contemplated by this Agreement.<\/p>\n

28<\/p>\n

\n

(b) At Closing, the Cash Amount shall be increased or decreased (as
\napplicable) by an amount equal to Seller153s good faith estimate of the amount of
\nPetty Cash and the prorations referred to in Section 2.09(a) (such estimate, the
\n“Estimated Closing Proration Adjustment Amount<\/strong>“), and a further
\nadjustment to account for the difference between the estimated amounts and the
\nactual amounts (the “Post-Closing Proration Adjustment
\nAmount<\/strong>“) shall be made after the Closing by mutual agreement of Seller
\nand Buyer within 45 days after the Closing Date (or 120 days of the Closing
\nDate, in the case of prorations referred to in Section 2.09(a)(i)) and no
\nfurther adjustment payment in respect of Petty Cash and such prorations shall be
\nmade thereafter. The prorations relating to a time period shall be based on the
\nnumber of days in a year or other appropriate period (a) through and including
\nthe Closing Date and (b) after the Closing Date. The Seller and the Buyer agree
\nto furnish each other with such documents and other records as may be reasonably
\nrequested in order to confirm all adjustment and proration calculations made
\npursuant to Section 2.09(a) and this Section 2.09(b). If Seller and Buyer are
\nnot able to mutually agree on a Post-Closing Proration Adjustment Amount within
\nthe period specified above, Buyer and Seller shall jointly retain an Accounting
\nReferee to resolve the dispute in accordance with the procedures set forth in
\nSection 2.11. Any post-Closing payment pursuant to this Section 2.09(b) shall be
\nmade within 5 days after the Post-Closing Proration Adjustment Amount has been
\nfinally determined, whether by mutual agreement or dispute resolution (the
\n“Post-Closing Adjustment Date<\/strong>“), and shall bear interest from
\nand including the Post-Closing Adjustment Date to but excluding the date of
\npayment at a rate per annum equal to the Interest Rate in effect from time to
\ntime during the period from the Closing Date to the date of payment. Such
\ninterest shall be payable at the same time as the payment to which it relates
\nand shall be calculated on the basis of a year of 365 days and the actual number
\nof days elapsed.<\/p>\n

Section 2.10. Adjustments For Certain Capital Expenditures<\/em>. (a)
\nPromptly following the Closing, but in no event later than 45 days thereafter,
\nSeller shall provide Buyer with a statement setting forth in reasonable detail
\nits calculation of the Aggregate Capital Expenditures Amount, which statement
\nshall be accompanied by copies of the applicable vendor invoices for the
\nexpenses shown to the extent available, and such other supporting documentation
\nas Buyer reasonably requests; it being understood that Seller shall be
\nresponsible for all payments owing to vendors for all capital expenditures
\nreflected in such statement. Buyer shall be deemed to have agreed with the
\namount set forth on such statement unless Buyer notifies Seller in writing of
\nits disagreement within 20 days of Buyer153s receipt of such statement. If Buyer
\nso notifies Seller, Seller and Buyer shall work in good faith to resolve any
\nsuch disagreement as promptly as practicable, but in any event within 10 days of
\nsuch notification. If Seller and Buyer are not able to mutually agree on a
\ndetermination of the Aggregate Capital Expenditures Amount within the period
\nspecified above, Buyer and Seller shall jointly retain an Accounting Referee to
\nresolve the dispute in accordance with the procedures set forth in Section 2.11.
\nIf the Final Aggregate Capital Expenditures Amount exceeds the Estimated
\nAggregate Capital Expenditures Amount, Buyer<\/p>\n

29<\/p>\n

\n

shall pay promptly to Seller, without offset or deduction, the amount of such
\nexcess to such account or accounts as may be designated by Seller. If the
\nEstimated Aggregate Capital Expenditures Amount exceeds the Final Aggregate
\nCapital Expenditures Amount, Seller shall promptly pay to Buyer, without offset
\nor deduction, the amount of such excess to such account or accounts as may be
\ndesignated by Buyer. As used herein, “Final Aggregate Capital
\nExpenditures Amount<\/strong>” means the amount set forth on the statement
\ndelivered by Seller pursuant to this Section 2.10 (if Buyer does not notify
\nSeller of a disagreement as set forth herein) or the Aggregate Capital
\nExpenditures Amount that has been finally determined, whether by mutual
\nagreement or dispute resolution.<\/p>\n

(b) Any payment pursuant to this Section 2.10 shall be made within 5 days
\nafter the Final Aggregate Capital Expenditures Amount has been determined and
\nshall bear interest from and including the Closing Date to but excluding the
\ndate of payment at a rate per annum equal to the Interest Rate in effect from
\ntime to time during the period from the Closing Date to the date of payment.
\nSuch interest shall be payable at the same time as the payment to which it
\nrelates and shall be calculated on the basis of a year of 365 days and the
\nactual number of days elapsed.<\/p>\n

Section 2.11. Dispute Resolution<\/em>.<\/p>\n

(a) In the case of any dispute submitted to an Accounting Referee or an
\nInspector pursuant to this Agreement, (i) the Inspector or Accounting Referee,
\nas applicable, shall only consider those items as to which Buyer and Seller
\ndisagree, (ii) each party will furnish to the Inspector or Accounting Referee,
\nas applicable, such work papers and other documents and information relating to
\nthe disputed issues as the Inspector or Accounting Referee, as applicable, may
\nrequest and are available to such party, and will be afforded the opportunity to
\npresent to the Inspector or Accounting Referee, as applicable, any material
\nrelating to such issues and to discuss the same with the Inspector or Accounting
\nReferee, as applicable, (iii) the Inspector153s or Accounting Referee153s
\ndetermination or computation of the applicable final amount or value shall be
\nbinding and conclusive on the parties and will be deemed to be final (provided
\nthat with respect to each item in dispute, the Inspector153s or Accounting
\nReferee153s determination or computation of the applicable final amount or value
\nshall be within the bounds of the applicable amount or value submitted by Buyer,
\non the one hand, and Seller, on the other hand, with respect to such item) and
\njudgment thereupon may be entered in any court having jurisdiction over the
\nparty against which the same is sought to be enforced and (iv) the fees and
\nexpenses of the Inspector or Accounting Referee, as applicable, for such
\ndetermination will be borne by the Buyer, on the one hand, and the Seller, on
\nthe other hand, in the same proportion that the dollar amount of disputed items
\nlost by the Buyer, on the one hand, or the Seller, on the other hand, bears to
\nthe total dollar amount in dispute that is resolved by the Inspector or
\nAccounting Referee, as applicable.<\/p>\n

30<\/p>\n

\n

ARTICLE 3 <\/strong><\/p>\n

REPRESENTATIONS AND WARRANTIES OF SELLER<\/p>\n

Except as set forth in the Seller Disclosure Schedule, Seller represents and
\nwarrants to Buyer as of the date hereof that:<\/p>\n

Section 3.01. Corporate Existence and Power. <\/em>Each of Seller and each
\nSubsidiary that is transferring any Purchased Assets hereunder is an entity duly
\norganized, validly existing and (to the extent applicable) in good standing
\nunder the laws of its jurisdiction of organization and has all corporate or
\nother powers required to carry on its business as currently conducted. Each of
\nSeller and each Subsidiary that is transferring any Purchased Assets hereunder
\nis duly qualified to do business as a foreign corporation and is in good
\nstanding in each jurisdiction where such qualification is necessary, except for
\nthose jurisdictions where failure to be so qualified or to be in good standing
\nwould not, individually or in the aggregate, have a Material Adverse Effect.\n<\/p>\n

Section 3.02. Corporate Authorization. <\/em>The execution, delivery and
\nperformance by Seller of this Agreement and the consummation of the transactions
\ncontemplated hereby are within Seller153s corporate powers and have been duly
\nauthorized by all necessary corporate action on the part of Seller. This
\nAgreement constitutes a valid and binding agreement of Seller enforceable
\nagainst Seller in accordance with its terms (subject to applicable bankruptcy,
\ninsolvency, fraudulent transfer, reorganization, moratorium and other laws
\naffecting creditors153 rights generally and general principles of equity).<\/p>\n

Section 3.03. Governmental Authorization. <\/em>The execution, delivery
\nand performance by Seller of this Agreement and the consummation of the
\ntransactions contemplated hereby require no action by or in respect of, or
\nfiling with, any Governmental Authority other than (i) compliance with any
\napplicable requirements of the HSR Act; (ii) compliance with the matters set
\nforth on Section 3.03 of the Seller Disclosure Schedule; (iii) compliance with
\nany applicable requirements of the 1934 Act; and (iv) any such action or filing
\nas to which the failure to make or obtain would not reasonably be expected to
\nhave, individually or in the aggregate, a Material Adverse Effect.<\/p>\n

Section 3.04. Noncontravention. <\/em>The execution, delivery and
\nperformance by Seller of this Agreement and the consummation of the transactions
\ncontemplated hereby do not and will not (i) violate the certificate of
\nincorporation or bylaws or equivalent organizational documents of Seller or any
\nSubsidiary of Seller that is transferring any Purchased Assets hereunder, (ii)
\nassuming compliance with the matters referred to in Section 3.03, violate any
\nApplicable Law, (iii) constitute a default under or give rise to any right of
\ntermination, cancellation or acceleration of any right or obligation or to a
\nloss of any benefit relating to the Business to which Seller or any Subsidiary
\nof Seller that is transferring any Purchased Assets hereunder is entitled under
\nany provision of any Contract or other instrument binding upon Seller or such
\nSubsidiary or<\/p>\n

31<\/p>\n

\n

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

Section 3.05. Financial Statements. <\/em>Attached as Section 3.05 of the
\nSeller Disclosure Schedule are true and complete copies of the balance sheets
\nfor the Business as of December 31, 2010 and December 31, 2009 and the related
\nstatements of operations and cash flow for the years ended December 31, 2010,
\nDecember 31, 2009 and December 31, 2008 (collectively, the “Business
\nFinancial Statements<\/strong>“). Except as disclosed in the footnotes to the
\nBusiness Financial Statements, the Business Financial Statements present fairly
\nin all material respects the financial position and results of operations and
\ncash flow of the Business as of the dates and for the relevant periods of such
\nstatements in conformity with GAAP applied on a consistent basis throughout the
\nperiods involved. There is no liability or obligation of any kind, whether
\naccrued, absolute, fixed, contingent, or otherwise, relating to the Purchased
\nAssets and the Business that is not reflected or reserved against in the Balance
\nSheet, other than (i) liabilities incurred in the Ordinary Course of Business
\nsince December 31, 2010, (ii) any such liabilities or obligations that would not
\nbe required to be presented on the face of financial statements prepared in
\nconformity with GAAP, in a manner consistent with past practice, in the
\npreparation of the Business Financial Statements, (iii) any such liabilities or
\nobligations that would not reasonably be expected to be material to the
\nBusiness, taken as a whole or (iv) any such liabilities or obligations under any
\nAssigned Contract, other than as a result of Seller153s or its Subsidiaries153
\nbreach of any Assigned Contract prior to Closing.<\/p>\n

Section 3.06. Absence of Certain Changes. <\/em>(a) Since the Balance
\nSheet Date, the Business has in all material respects been conducted in the
\nOrdinary Course of Business and there has not been any event, occurrence,
\ndevelopment or state of circumstances or facts that has had or would reasonably
\nbe expected to have, individually or in the aggregate, a Material Adverse
\nEffect.<\/p>\n

(b) From the Balance Sheet Date until the date hereof, there has not been any
\naction taken by Seller or its Subsidiaries that, if taken during the period from
\nthe date of this Agreement through the Closing Date without Buyer153s consent,
\nwould constitute a breach of Section 5.01(a), Section 5.01(b), or (to the extent
\nrelating to any of the foregoing Sections) Section 5.01(j).<\/p>\n

Section 3.07. Material Contracts. <\/em>(a) Except as set forth on Section
\n3.07(a) of the Seller Disclosure Schedule, as of the date hereof neither Seller
\nnor any of its Subsidiaries is a party to or bound by any of the following
\nrelating exclusively to the Business:<\/p>\n

(i) any lease of personal property providing for annual rentals of $2,000,000
\nor more that cannot be terminated on not more than 60 days153 notice without
\npayment by Seller or any of its Subsidiaries of any material penalty;<\/p>\n

32<\/p>\n

\n

(ii) any Purchase Agreements (other than agreements for the purchase of any
\nmaterials, supplies or goods on a spot market basis) providing for either (A)
\nannual payments by Seller or any of its Subsidiaries of $2,000,000 or more or
\n(B) aggregate payments by Seller or any of its Subsidiaries of $4,000,000 or
\nmore, in each case other than any Purchase Agreement (i) that can be terminated
\non not more than 60 days153 notice without payment by Seller or any of its
\nSubsidiaries of any material penalty or (ii) with respect to which no delivery
\nor payment obligations remain outstanding;<\/p>\n

(iii) any Supply Agreements (other than agreements for the sale of any
\nmaterials, supplies or goods on a spot market basis) that provides for annual
\npayments to Seller or any of its Subsidiaries of $2,000,000 or more or aggregate
\npayments to Seller or any of its Subsidiaries of $4,000,000 or more, in each
\ncase other than any Supply Agreement (i) that can be terminated on not more than
\n60 days153 notice without payment by Seller or any of its Subsidiaries of any
\nmaterial penalty or (ii) with respect to which no delivery or payment
\nobligations remain outstanding;<\/p>\n

(iv) any material partnership, joint venture or other similar agreement or
\narrangement;<\/p>\n

(v) any agreement relating to the acquisition or disposition of any material
\nbusiness (whether by merger, sale of stock, sale of assets or otherwise);<\/p>\n

(vi) any agreement relating to indebtedness for borrowed money or the
\ndeferred purchase price of property (in either case, whether incurred, assumed,
\nguaranteed or secured by any asset), except any such agreement with an aggregate
\noutstanding principal amount not exceeding $2,000,000;<\/p>\n

(vii) any agreement that materially limits the freedom of Seller or any of
\nits Subsidiaries to compete in any line of business or with any Person or in any
\narea;<\/p>\n

(viii) any material Seller PMPA Franchise Agreement; or<\/p>\n

(ix) other than Real Property Leases, Purchase Agreements and Supply
\nAgreements, any other agreement, commitment or arrangement not otherwise
\nreferred to in Sections 3.07(a)(i) – 3.07(a)(viii) (whether or not in excess of
\nthe dollar thresholds set forth in such sections), including any agreements with
\nBusiness Contractors, that has a term greater than one year and requires
\npayments in excess of $500,000 per contract year or aggregate payments in excess
\nof $2,500,000 (in each case other than such agreements (i) that can be
\nterminated on not more than 60 days153 notice without payment by Seller or any of
\nits Subsidiaries of any material penalty or (ii) with respect to which no
\ndelivery or payment obligations remain outstanding).<\/p>\n

33<\/p>\n

\n

(b) Except as set forth on Section 3.07(b) of the Seller Disclosure Schedule
\nand other than agreements (i) for the purchase or sale of any materials,
\nsupplies or goods on a spot market basis or (ii) with respect to which no
\ndelivery or payment obligations remain outstanding, as of the date hereof
\nneither Seller nor any of its Subsidiaries is a party to or bound by any
\nmaterial Intra-Company Agreement.<\/p>\n

(c) Each agreement, commitment or arrangement required to be disclosed
\npursuant to Section 3.07(a) (each, a “Material Contract<\/strong>“) is a
\nvalid and binding agreement of Seller or one of its Subsidiaries and is in full
\nforce and effect, and none of Seller or any of its Subsidiaries or, to the
\nknowledge of Seller, any other party thereto is in default or breach in any
\nrespect under the terms of any such Material Contract, except for any such
\nfailures to be valid and binding or in full force and effect, defaults or
\nbreaches which would not reasonably be expected to have, individually or in the
\naggregate, a Material Adverse Effect.<\/p>\n

Section 3.08. Litigation. <\/em>As of the date hereof, there is no action,
\nsuit, investigation or proceeding pending against, or to the knowledge of
\nSeller, threatened against, Seller or any of its Subsidiaries with respect to
\nthe Business before any arbitrator or any Governmental Authority which is
\nreasonably likely to have, individually or in the aggregate, a Material Adverse
\nEffect or which in any manner challenges or seeks to prevent, enjoin, alter or
\nmaterially delay the transactions contemplated by this Agreement.<\/p>\n

Section 3.09. Compliance with Laws and Court Orders. <\/em>Neither Seller
\nnor any of its Subsidiaries is in violation of any Applicable Law relating to
\nthe Purchased Assets or the conduct of the Business, except for violations that
\nhave not had and would not reasonably be expected to have, individually or in
\nthe aggregate, a Material Adverse Effect.<\/p>\n

Section 3.10. Properties. <\/em>(a) Sections 2.01(a) and 2.01(b) of the
\nSeller Disclosure Schedule correctly identify all real property owned in fee by
\nSeller or its Subsidiaries and all property leased by Seller or its
\nSubsidiaries, respectively, used or held for use exclusively in the operation of
\nthe Business (collectively, the “Real Property<\/strong>“).<\/p>\n

(b) Seller or one of its Subsidiaries has good and (with respect to owned
\ninterests in real estate) marketable (subject to any Permitted Liens) title to,
\nor in the case of any Leased Real Property or leased personal property, has
\nvalid leasehold interests in, all Purchased Assets, except for properties and
\nassets sold in the Ordinary Course of Business or where the failure to have such
\ngood and marketable title or valid leasehold interest would not reasonably be
\nexpected to be material to the Business. No Purchased Asset is subject to any
\nLien, except:<\/p>\n

(i) Liens disclosed on Section 3.10(b)(i) of the Seller Disclosure Schedule;\n<\/p>\n

34<\/p>\n

\n

(ii) Liens disclosed on the Balance Sheet or notes thereto or securing
\nliabilities reflected on the Balance Sheet or notes thereto;<\/p>\n

(iii) Liens for taxes, assessments and similar charges that are not yet due
\nor are being contested in good faith;<\/p>\n

(iv) mechanic153s, materialman153s, carrier153s, repairer153s and other similar Liens
\narising or incurred in the Ordinary Course of Business or that are not yet due
\nand payable or are being contested in good faith and for which adequate reserves
\nhave been made;<\/p>\n

(v) undetermined or inchoate liens or charges constituting or securing the
\npayment of expenses which were incurred incidental to the conduct of the
\noperations of the Business or the operation of the Purchased Assets;<\/p>\n

(vi) Liens created by law or which arise from leases, easements,
\nrights-of-way or other real property interests for compliance with the terms of
\nsuch leases, easements, rights-of-way or other real property interests
\n(including the payment of rental fees or other charges); provided<\/em>, that
\nthe same individually and in the aggregate do not materially interfere with the
\noperation or use of the Purchased Assets or the Business as currently operated;\n<\/p>\n

(vii) all reservations of record of minerals (without right of surface entry)
\nin and under or that may be produced from any of the lands constituting part of
\nthe Real Property or on which any of the Purchased Assets are located;<\/p>\n

(viii) all easements, rights-of-way and restrictive covenants of record, and
\nall discrepancies, shortages in area, conflicts in boundary lines, encroachments
\nor protrusions, or overlapping of improvements, defects, irregularities and
\nother matters affecting the Real Property or the Facilities which (A)
\nindividually and in the aggregate do not materially detract from the value of
\nthe Purchased Asset as currently used or materially interfere with the operation
\nor use of the Purchased Asset or the Business as currently operated and (B)
\nwould not reasonably be expected to be material to the Business;<\/p>\n

(ix) any defect that has been cured by applicable statutes of limitations or
\nstatutes for prescription;<\/p>\n

35<\/p>\n

\n

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

(xi) rights reserved to or vested in any Governmental Authority to control or
\nregulate any of the Purchased Assets or the operations of the Business or
\nFacilities and any rights under Applicable Law, including any building or zoning
\nordinances;<\/p>\n

(xii) existing leases, licenses and similar agreements to the extent such
\nconstitute Assigned Contracts;<\/p>\n

(xiii) acts done or suffered to be done by, and judgments against, Buyer or
\nits Affiliates and those claiming by, through or under Buyer or its Affiliates;\n<\/p>\n

(xiv) any agreement or contract entered into by the parties in accordance
\nwith the terms of this Agreement;<\/p>\n

(xv) all matters of record as of the date hereof, but excluding any monetary
\nLiens, purchase options and rights of first refusal;<\/p>\n

(xvi) Liens incurred in the Ordinary Course of Business since the Balance
\nSheet Date; or<\/p>\n

(xvii) other Liens which (A) individually and in the aggregate do not
\nmaterially detract from the value of the Purchased Asset as currently used or
\nmaterially interfere with the operation or use of the Purchased Asset or the
\nBusiness as currently operated and (B) would not reasonably be expected to be
\nmaterial to the Business (clauses (i) – (xvii) of this Section 3.10(b) are,
\ncollectively, the “Permitted Liens<\/strong>“).<\/p>\n

(c) Except for services provided pursuant to the Transition Services
\nAgreement (and the assets related thereto), the Purchased Assets and the rights
\nprovided to Buyer pursuant to Article 10 (subject to the limitations set forth
\ntherein, including Section 10.03(c)) constitute all of the material property and
\nassets owned or leased by Seller or its Subsidiaries necessary to or used
\nexclusively in the conduct of the Business and are generally adequate to conduct
\nthe Business as currently conducted. For the avoidance of doubt, the failure to
\nobtain any consent, approval, waiver or authorization required in connection
\nwith any transfer or assignment to Buyer of a Purchased Asset shall not in and
\nof itself constitute a breach of this Section 3.10(c) or any other
\nrepresentation or warranty<\/p>\n

36<\/p>\n

\n

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

(d) Each of the Real Property Leases and Easements is a valid and binding
\nagreement of Seller or one of its Subsidiaries and is in full force and effect,
\nand none of Seller or any of its Subsidiaries or, to the knowledge of Seller,
\nany other party thereto, is in default or breach in any respect under the terms
\nof any such Real Property Lease or Easement, nor, to the knowledge of Seller,
\nhas any event occurred that with the passage of time or the giving of notice or
\nboth would create a default under the terms of any such Real Property Lease or
\nEasement by any party thereto, except for any such failures to be valid and
\nbinding or in full force and effect, defaults or breaches which would not
\nreasonably be expected to have, individually or in the aggregate, a Material
\nAdverse Effect.<\/p>\n

(e) Except as would not reasonably be expected to be material to the
\nBusiness, Seller has not received any written notice (i) for assessments for
\npublic improvements against any of the Owned Real Property, Leased Real Property
\nor Easements or (ii) regarding any pending condemnation, eminent domain or
\nsimilar proceeding affecting all or any portion of any of the Owned Real
\nProperty, Leased Real Property or Easements.<\/p>\n

Section 3.11. Intellectual Property. <\/em>(a) Section 3.11(a) of the
\nSeller Disclosure Schedule contains a list of all material registrations and
\napplications for registration included in the Owned Intellectual Property Rights
\nand the Franchise Licensed Marks.<\/p>\n

(b) Section 3.11(b) of the Seller Disclosure Schedule sets forth a list of
\nall agreements as to which Seller or any of its Subsidiaries is a party and
\npursuant to which any Person is authorized to use any material Owned
\nIntellectual Property Right or any material Franchise Licensed Mark.<\/p>\n

(c) No Owned Intellectual Property Right or Franchise Licensed Mark is
\nsubject to any outstanding judgment, injunction, order, decree or agreement
\nrestricting the use thereof by Seller or any of its Subsidiaries with respect to
\nthe Business or restricting the licensing thereof by Seller or any of its
\nSubsidiaries to any Person, except for any judgment, injunction, order, decree
\nor agreement which would not reasonably be expected to have, individually or in
\nthe aggregate, a Material Adverse Effect.<\/p>\n

37<\/p>\n

\n

(d) Except as would not reasonably be expected to have, individually or in
\nthe aggregate, a Material Adverse Effect, (i) the conduct of the Business, as
\ncurrently conducted, does not infringe or otherwise violate the Intellectual
\nProperty Rights of any Person and (ii) to the knowledge of Seller, no Person has
\ninfringed or otherwise violated any Owned Intellectual Property Right or
\nFranchise Licensed Mark.<\/p>\n

Section 3.12. Insurance Coverage. <\/em>Seller and\/or its Subsidiaries
\nmaintain adequate insurance coverage in accordance with reasonable commercial
\nstandards, including material insurance policies and fidelity bonds, in each
\ncase in respect of the Purchased Assets and the business and operations of the
\nBusiness and its employees. Excluding insurance policies that have expired and
\nhave been replaced in the Ordinary Course of Business, no material insurance
\npolicy held Seller or its Subsidiaries and applicable to the Purchased Assets or
\nthe Business has been cancelled within the last 2 years prior to the date
\nhereof. Section 3.12 of the Seller Disclosure Schedule contains, as of the date
\nhereof, an accurate and complete list of all material outstanding claims to the
\nextent relating to the Purchased Assets or the Business under the insurance
\npolicies held by Seller or its Subsidiaries and applicable to the Purchased
\nAssets or the Business.<\/p>\n

Section 3.13. Finders153 Fees. <\/em>Except for Goldman, Sachs & Co.,
\nwhose fees will be paid by Seller, there is no investment banker, broker, finder
\nor other intermediary which has been retained by or is authorized to act on
\nbehalf of Seller who might be entitled to any fee or commission in connection
\nwith the transactions contemplated by this Agreement.<\/p>\n

Section 3.14. Employees; Labor Issues. <\/em>(a) Section 3.14(a) of the
\nSeller Disclosure Schedule sets forth a true and complete list as of the date
\nhereof of the names, titles, annual salaries and most recent annual bonus of all
\nBusiness Employees whose annual base salary exceeds $150,000.<\/p>\n

(b) Other than the Collective Bargaining Agreement, there is no collective
\nbargaining agreement or other labor agreement with any union, labor organization
\nor employee association to which Seller or any of its Subsidiaries are a party
\ncovering any Business Employees. To the knowledge of Seller, as of the date
\nhereof, there is no effort, activity or proceeding of any union, labor
\norganization or employee association (or a representative thereof) to organize
\nany Business Employees. As of the date hereof, (i) there are no pending or, to
\nthe knowledge of Seller, threatened, labor strikes, walkouts, work stoppages,
\nslowdowns or lockouts with respect to Business Employees and (ii) there are no
\ndisputes with respect to the Business Employees except as would not reasonably
\nbe expected to be material to the Business, taken as a whole.<\/p>\n

(c) Seller is and has been for the past 5 years in compliance in all material
\nrespects with all, and to the knowledge of Seller, is not under investigation
\nwith respect to and has not been threatened to be charged with or given notice
\nof any material violation of any, Applicable Laws pertaining to labor<\/p>\n

38<\/p>\n

\n

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

(d) Except as set forth on Section 3.14(d) of the Seller Disclosure Schedule,
\nnone of the Business Employees or any past employees of Seller or its
\nSubsidiaries who were employed in the Business and located at the Facilities has
\na pending or, to the knowledge of Seller, threatened material claim against
\nSeller or its Subsidiaries. Except as set forth on Section 3.14(d) of the Seller
\nDisclosure Schedule, neither Seller nor any of its Subsidiaries has pending
\nagainst it related to the Purchased Assets or the Business any material unfair
\nlabor practice charges or other material administrative charges, claims,
\ngrievances, actions, proceedings or lawsuits before any Governmental Authority
\nor arbitrator arising under any Applicable Law governing employment. Except as
\nset forth on Section 3.14(d) of the Seller Disclosure Schedule, neither Seller
\nnor any of its Subsidiaries has received written or, to the knowledge of Seller,
\noral notice of intent of any Governmental Authority responsible for the
\nenforcement of any labor or employment laws, regulations or executive orders to
\nconduct an investigation or review with respect to Seller153s employment policies
\nor practices that would reasonably be expected to result in a liability which
\nwould be material to the Business, taken as a whole.<\/p>\n

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

39<\/p>\n

\n

included on Section 3.14(e) of the Seller Disclosure Schedule. Except with
\nrespect to wages, severance, employee benefits and other employment related
\nobligations accrued in the Ordinary Course of Business, Seller is not indebted
\nto or a creditor of any Business Employee. Neither Seller nor any of its
\nSubsidiaries is in material breach of any existing employment or independent
\ncontractor Contract related to the Business and, as of the date hereof, has not
\nreceived written notice that any management-level Business Employee intends to
\nterminate his or her employment with Seller, whether in connection with this
\ntransaction or not.<\/p>\n

Section 3.15. Employee Benefit Plans. <\/em>(a) Seller has made available
\nto Buyer a list of and copies of each material written “employee benefit plan”,
\nas defined in Section 3(3) of ERISA, each material written employment, severance
\nor similar contract, plan, arrangement or policy and each other material written
\nplan or arrangement (and a written descriptions of the terms and conditions of
\neach material unwritten plan, Contract or policy) providing for compensation,
\nbonuses, profit-sharing, stock option or other stock related rights or other
\nforms of incentive or deferred compensation, vacation benefits, insurance
\n(including any self-insured arrangements), health or medical benefits, employee
\nassistance program, disability or sick leave benefits, workers153 compensation,
\nsupplemental unemployment benefits, severance benefits and post-employment or
\nretirement benefits (including compensation, pension, health, medical or life
\ninsurance benefits) which is maintained, administered or contributed to by
\nSeller or any of its ERISA Affiliates and covers any Business Employee or any
\nbeneficiary thereof (and, if applicable, related trust or funding agreements or
\ninsurance policies) and all amendments thereto and written interpretations
\nthereof have been made available to Buyer, together with, to the extent
\napplicable with respect to each such plan or trust, (i) the most recent annual
\nreport (Form 5500 including, if applicable, Schedule B thereto) and Form 990, if
\napplicable, (ii) the most recent actuarial valuation, (iii) the most recent
\nsummary plan description and any summaries of material modifications thereto,
\nand (iv) any trust agreement, funding agreement or insurance policy (and any
\namendments thereto). Such plans, Contracts and policies are set forth on Section
\n3.15(a) of the Seller Disclosure Schedule and referred to collectively herein as
\nthe “Employee Plans<\/strong>“.<\/p>\n

(b) None of Seller, any ERISA Affiliate of Seller and any predecessor
\nthereof, sponsors, maintains or contributes to, or has any material liability or
\nobligation under or relating to, or has in the past 6 calendar years sponsored,
\nmaintained or contributed to, a Title IV Plan.<\/p>\n

(c) None of Seller, any ERISA Affiliate and any predecessor thereof
\ncontributes to, or has in the past 6 calendar years contributed to, or has any
\nmaterial liability or obligation under or relating to, any multiemployer plan,
\nas defined in Sections 3(37) or 4001(a)(3) of ERISA.<\/p>\n

40<\/p>\n

\n

(d) Each Employee Plan which is intended to be qualified under Section 401(a)
\nof the Code has received a favorable determination letter, or has pending or has
\ntime remaining in which to file, an application for such determination from the
\nInternal Revenue Service, and Seller is not aware of any reason why any such
\ndetermination letter should be revoked or not be reissued or anything that could
\nreasonably be expected to adversely affect the qualification of any such
\nEmployee Plan under Section 401(a) of the Code. Seller has made available to
\nBuyer copies of the most recent Internal Revenue Service determination letters
\nwith respect to each such Employee Plan. Each Employee Plan has been maintained
\nin compliance in all material respects with its terms and with the requirements
\nprescribed by any and all statutes, orders, rules and regulations, including
\nERISA and the Code, which are applicable to such Employee Plan.<\/p>\n

(e) Seller has no current or projected material liability in respect of
\npost-employment or post-retirement health or medical or life insurance benefits
\nfor retired, former or current Business Employees, except as required to avoid
\nexcise tax under Section 4980B of the Code.<\/p>\n

(f) With respect to the Union DB Plan (as defined in Section 9.04(b)): (i) no
\nliability to the Pension Benefit Guaranty Corporation (“PBGC<\/strong>“)
\nhas been incurred (other than for premiums not yet due); (ii) no notice of
\nintent to terminate the Union DB Plan has been filed with the PBGC or
\ndistributed to participants therein and no amendment terminating any such
\nPension Plan has been adopted; (iii) no proceedings to terminate the Union DB
\nPlan instituted by the PBGC are pending or threatened, and no event or condition
\nhas occurred which would reasonably be expected to constitute grounds under
\nSection 4042 of ERISA for the termination of, or the appointment of a trustee to
\nadminister, the Union DB Plan; (iv) the Union DB Plan is not in “at risk”
\nstatus, within the meaning of Section 430 of the Code or Section 303 of ERISA;
\n(v) no “reportable event” within the meaning of Section 4043 of ERISA (for which
\nthe 30-day notice requirement has not been waived by the PBGC) has occurred
\nwithin the within the last six years; (vi) no Lien has arisen or would
\nreasonably be expected to arise as a result of actions or inactions that
\noccurred prior to the Closing Date under ERISA or the Code on the assets of
\nSeller; (vii) there has been no cessation of operations at a facility subject to
\nprovisions of Section 4062(e) of ERISA within the last six years; and (viii) the
\nUnion DB Plan is not a multiple employer pension plan subject to Section 4063 or
\n4064 of ERISA.<\/p>\n

(g) Seller has no announced plan or legally binding commitment to (i) create
\nany additional Employee Plan which is intended to cover any Business Employees
\nor (ii) amend or modify any Employee Plan, in each case with respect to an
\nEmployee Plan, (x) that is expressly assumed by or provided to be transferred to
\nBuyer pursuant to Article 9 in such a manner as to increase the cost of such
\nEmployee Plan, or (y) to the extent that such announced plan or legally binding
\ncommitment would increase the cost to Buyer of complying with its obligations to
\nmaintain compensation and benefits as provided in Section 9.02 hereof.<\/p>\n

41<\/p>\n

\n

(h) Section 3.15(h)(i) of the Seller Disclosure Schedule sets forth each
\nEmployee Plan that is a medical or dental benefits plan or life, death,
\ndisability, accident or sickness insurance policy maintained by Seller for the
\nbenefit of the Union Employees (each, a “Union Welfare Plan<\/strong>“).
\nExcept as set forth in Section 3.15(h)(ii) of the Seller Disclosure Schedule,
\n(i) each Union Welfare Plan covers only Union Employees and their beneficiaries,
\nand (ii) all benefits under each Union Welfare Plan are provided on a fully
\ninsured basis pursuant to an insurance contract maintained by Seller in
\nconnection with such Union Welfare Plan. No Union Welfare Plan is a
\nmultiemployer plan, as defined in Section 3(37) of ERISA.<\/p>\n

Section 3.16. Environmental Compliance. <\/em>(a) Except as disclosed on
\nSection 3.16 of the Seller Disclosure Schedule or for matters that would not
\nreasonably be expected to have, individually or in the aggregate, a Material
\nAdverse Effect:<\/p>\n

(i) Seller153s, or, as applicable, its Subsidiaries153 ownership of the Purchased
\nAssets and operation of the Business as presently owned and operated are in
\ncompliance with all applicable Environmental Laws;<\/p>\n

(ii) (A) no written notice, order, request for information, complaint or
\npenalty has been received by Seller or any of its Subsidiaries, and (B) there
\nare no actions, suits or proceedings pending or, to the knowledge of Seller,
\nthreatened before any arbitrator or any Governmental Authority, in the case of
\neach of (A) and (B), that allege a violation of or liability under any
\nEnvironmental Law and relate to the Purchased Assets, Real Property or the
\nBusiness;<\/p>\n

(iii) Seller has obtained or caused to be obtained all Permits required under
\nany Environmental Law that are necessary for the operation of the Purchased
\nAssets and Real Property;<\/p>\n

(iv) neither Seller nor any of its Subsidiaries is in violation of the terms
\nof such Permits or, with respect to the operation of the Purchased Assets, Real
\nProperty and Business, any applicable Environmental Law; and<\/p>\n

(v) to the knowledge of Seller, Seller has made available (or otherwise made
\navailable summaries thereof) to Buyer all final, written investigations,
\nreports, audits, and similar documents within its possession or control dated
\nduring the 3 years prior to the date hereof and relating to (A) the Purchased
\nAssets or the Business and (B) compliance with or liability under any
\nEnvironmental Law or the release of Hazardous Materials, except for such
\ninvestigations, reports, audits and documents that (Y) are privileged or (Z)
\nrelate to routine matters with respect to which there is no material
\nnon-compliance.<\/p>\n

42<\/p>\n

\n

(b) Except as set forth in this Section 3.16 and Section 3.17 (Permits), no
\nrepresentations or warranties are being made with respect to matters arising
\nunder or relating to Environmental Laws, any spill, release, emission,
\ndischarge, disposal or recycling of, or exposure to, Hazardous Materials or
\nother environmental matters. Seller makes no representation or warranty as to
\ncompliance by Seller, its Subsidiaries or the Business with Fuel Regulations.\n<\/p>\n

Section 3.17. Permits. <\/em>Seller or its Subsidiaries have all material
\nPermits required to carry on the Business as now conducted. Section 3.17 of the
\nSeller Disclosure Schedule lists each material Business Permit (including each
\nsuch Business Permit required by Environmental Law). Except as would not
\nreasonably be expected to have, individually or in the aggregate, a Material
\nAdverse Effect, (i) each Business Permit is valid and in full force and effect
\nand (ii) neither Seller nor any of its Subsidiaries is in default under, and no
\ncondition exists that with notice or lapse of time or both would constitute a
\ndefault under, any such Business Permit. No representation or warranty is being
\nmade by Seller hereunder that any Business Permit can be assigned or transferred
\nto Buyer at Closing or that any Business Permit can be maintained by Buyer from
\nand after Closing.<\/p>\n

Section 3.18. Tax Matters. <\/em>(a) Seller or its Subsidiaries have (i)
\nduly and timely filed or caused to be filed all material Tax returns (or
\nappropriate extensions) required to be filed by them with respect to the
\nBusiness and the Purchased Assets and each such return is true, correct and
\ncomplete in all material respects and (ii) timely paid all Taxes required to be
\npaid on or prior to the date this representation is made, the non-payment of
\nwhich would result in a Lien on any Purchased Asset.<\/p>\n

(b) There are no currently proposed or pending adjustments, audits or
\nexaminations by any Taxing Authority in connection with any Taxes relating to
\nthe Purchased Assets, and no waiver or extension of any statute of limitations
\napplies with respect to any Tax matter relating to the Purchased Assets, in each
\ncase, that would result in a liability to Buyer.<\/p>\n

(c) There are no rulings, closing agreements, or similar agreements with any
\nTaxing Authority that could reasonably be expected to materially increase the
\nTaxes imposed with respect to the Purchased Assets for any period ending after
\nthe Closing Date.<\/p>\n

(d) Seller or its Subsidiaries have established, in accordance with GAAP
\napplied on a basis consistent with that of preceding periods, adequate reserves
\nfor the payment of, and will timely pay, all Taxes which arise from or with
\nrespect to the Purchased Assets or the operation of the Business and are
\nincurred in or attributable to the Pre-Closing Tax Period.<\/p>\n

43<\/p>\n

\n

Section 3.19. Suppliers. <\/em>Section 3.19 of the Seller Disclosure
\nSchedule sets forth a complete and accurate list of the 10 largest suppliers of
\nmaterials, products or services to Seller and its Subsidiaries in connection
\nwith the Business (measured by the aggregate dollar amount purchased from all
\nsuch suppliers) during 2010. As of the date hereof, to the knowledge of Seller,
\nthe relationships of Seller and its Subsidiaries with the suppliers listed on
\nSection 3.19 of the Seller Disclosure Schedule are good in connection with the
\nBusiness. Since January 1, 2011 through the date hereof, none of such suppliers
\nhas cancelled or terminated or otherwise materially altered (excluding (i)
\nincreases in the prices charged for supplies, materials, products or services
\nand (ii) terminations of Contracts pursuant to the terms thereof other than due
\nto a breach by Seller or its Subsidiaries) such arrangements, notified Seller or
\nany of its Subsidiaries in writing of any intention to do any of the foregoing,
\nor otherwise threatened in writing to cancel, terminate or seek to materially
\nalter its relationship with Seller and its Subsidiaries, in each case, in
\nconnection with the Business.<\/p>\n

Section 3.20. Customers. <\/em>Section 3.20 of the Seller Disclosure
\nSchedule sets forth (a) a complete and accurate list of the names of the 10
\nlargest customers of the Business excluding Seller and its Subsidiaries,
\nmeasured by the aggregate dollar amount of products, goods and services
\npurchased from Seller during 2010 (collectively, the
\n“Customers<\/strong>“) and (b) a complete and accurate list, in all
\nmaterial respects, of the amount for which each Customer was invoiced during
\nsuch period. Except as set forth on Section 3.20 of the Seller Disclosure
\nSchedule, since January 1, 2011 through the date hereof, Seller has not received
\nany written notice that any such Customer has ceased, or will cease, to purchase
\nthose types of products included in current and active programs for such
\nCustomer.<\/p>\n

ARTICLE 4 <\/strong><\/p>\n

REPRESENTATIONS AND WARRANTIES OF BUYER<\/p>\n

Except as set forth in the Buyer Disclosure Schedule, Buyer represents and
\nwarrants to Seller as of the date hereof that:<\/p>\n

Section 4.01. Corporate Existence and Power. <\/em>Buyer is a limited
\npartnership duly formed, validly existing and in good standing under the laws of
\nits jurisdiction of organization and has all corporate or similar powers and all
\nmaterial governmental licenses, authorizations, permits, consents and approvals
\nrequired to carry on its business as now conducted. Buyer is duly qualified to
\ndo business as a foreign entity and is in good standing in each jurisdiction
\nwhere such qualification is necessary, except where the failure to be so
\nqualified or to be in good standing would not reasonably be expected to
\nmaterially impede or delay the Closing or the performance by Buyer of its
\nobligations hereunder.<\/p>\n

44<\/p>\n

\n

Section 4.02. Corporate Authorization. <\/em>The execution, delivery and
\nperformance by Buyer of this Agreement and the consummation of the transactions
\ncontemplated hereby are within the corporate or similar powers of Buyer and have
\nbeen duly authorized by all necessary corporate or similar action on the part of
\nBuyer. This Agreement constitutes a valid and binding agreement of Buyer
\nenforceable against Buyer in accordance with its terms (subject to applicable
\nbankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
\nother laws affecting creditors153 rights generally and general principles of
\nequity).<\/p>\n

Section 4.03. Governmental Authorization. <\/em>The execution, delivery
\nand performance by Buyer of this Agreement and the consummation of the
\ntransactions contemplated hereby require no material action by or in respect of,
\nor material filing with, any Governmental Authority other than (i) compliance
\nwith any applicable requirements of the HSR Act; (ii) compliance with any
\napplicable requirements of the 1934 Act; and (iii) other actions or filings
\nthat, individually or in the aggregate, would not reasonably be expected to
\nmaterially impede or delay the Closing or the performance by Buyer of its
\nobligations hereunder.<\/p>\n

Section 4.04. Noncontravention. <\/em>The execution, delivery and
\nperformance by Buyer of this Agreement and the consummation of the transactions
\ncontemplated hereby do not and will not (i) violate any of the governing
\ndocuments of Buyer, (ii) assuming compliance with the matters referred to in
\nSection 4.03, violate any Applicable Law, (iii) require any consent or other
\naction by any Person under, constitute a default under or give rise to any right
\nof termination, cancellation or acceleration of any right or obligation or to a
\nloss of any benefit to which Buyer is entitled under any provision of any
\nagreement or other instrument binding upon Buyer or (iv) result in the creation
\nor imposition of any Lien on any asset of Buyer, with such exceptions, in the
\ncase of each of clauses (ii) through (iv), as would not reasonably be expected
\nto materially impede or delay the Closing or the performance by Buyer of its
\nobligations hereunder.<\/p>\n

Section 4.05. Financing. <\/em>Buyer has, and will have at Closing,
\nsufficient cash, available lines of credit or other sources of immediately
\navailable funds to enable it to make payment of the Purchase Price and any other
\namounts to be paid by it hereunder. The consummation of the transactions
\ncontemplated by this Agreement by Buyer (including the payment of the Purchase
\nPrice and any other amounts to be paid hereunder) is not conditioned on the
\nreceipt by Buyer of any financing.<\/p>\n

Section 4.06. Litigation. <\/em>As of the date hereof, there is no action,
\nsuit, investigation or proceeding pending against, or to the knowledge of Buyer
\nthreatened against, Buyer before any arbitrator or any Governmental Authority
\nwhich in any manner challenges or seeks to prevent, enjoin, alter or materially
\ndelay the transactions contemplated by this Agreement.<\/p>\n

45<\/p>\n

\n

Section 4.07. Finders153 Fees. <\/em>There is no investment banker, broker,
\nfinder or other intermediary which has been retained by or is authorized to act
\non behalf of Buyer who might be entitled to any fee or commission in connection
\nwith the transactions contemplated by this Agreement.<\/p>\n

Section 4.08. Inspections; No Other Representations. <\/em>Buyer is an
\ninformed and sophisticated purchaser, and has engaged expert advisors,
\nexperienced in the evaluation and purchase of property and assets such as the
\nPurchased Assets as contemplated hereunder. Buyer has undertaken such
\ninvestigation and has been provided with and has evaluated such documents and
\ninformation as it has deemed necessary to enable it to make an informed and
\nintelligent decision with respect to the execution, delivery and performance of
\nthis Agreement. Buyer acknowledges that Seller has given Buyer complete and open
\naccess to the key employees, documents and facilities of the Business. Buyer
\nwill undertake prior to Closing such further investigation and request such
\nadditional documents and information as it deems necessary. Notwithstanding
\nanything contained to the contrary in any other provision of this Agreement or
\nany document delivered by Seller in connection herewith, Buyer acknowledges and
\nagrees that Seller is not making any representation or warranty whatsoever,
\nexpress, implied, statutory or otherwise, except as expressly set forth in this
\nAgreement. Buyer acknowledges and agrees that the Purchased Assets are sold “as
\nis”, “where is” and “with all faults” and Buyer agrees to accept the Purchased
\nAssets and the Business in the condition they are in on the Closing Date based
\non its own inspection, examination and determination with respect to all
\nmatters, including environmental matters, and without reliance upon any express
\nor implied representations or warranties of any nature made by or on behalf of
\nor imputed to Seller, except as expressly set forth in this Agreement. Without
\nlimiting the generality of the foregoing, Buyer acknowledges that Seller makes
\nno representation or warranty with respect to (i) any projections, estimates or
\nbudgets delivered to or made available to Buyer of future revenues, future
\nresults of operations (or any component thereof), future cash flows or future
\nfinancial condition (or any component thereof) of the Business or the future
\nbusiness and operations of the Business or (ii) any other information or
\ndocuments made available to Buyer or its counsel, accountants or advisors with
\nrespect to the Business, except as expressly set forth in this Agreement.<\/p>\n

ARTICLE 5 <\/strong><\/p>\n

COVENANTS OF SELLER<\/p>\n

Seller agrees that:<\/p>\n

Section 5.01. Conduct of the Business. <\/em>From the date hereof until
\nthe Closing Date, Seller and its Subsidiaries shall in all material respects
\nconduct the Business in the Ordinary Course of Business (including routine
\nmaintenance and routine preventative maintenance, and in material compliance
\nwith Applicable Law) and shall use their respective commercially reasonable
\nefforts to preserve<\/p>\n

46<\/p>\n

\n

intact the Purchased Assets, the Business and its relationships with
\nemployees, agents, lessors, suppliers, customers and other third parties having
\nbusiness dealings with the Business, and to keep available the services of the
\npresent employees of the Business. Without limiting the generality of the
\nforegoing, from the date hereof until the Closing Date, except as disclosed on
\nSection 5.01 of the Seller Disclosure Schedule or as expressly contemplated
\nhereby, neither Seller nor any of its Subsidiaries will, in each case with
\nrespect to the Business, without the prior written consent of Buyer (such
\nconsent not to be unreasonably withheld, conditioned or delayed):<\/p>\n

(a) acquire a material amount of assets from any other Person (other than
\nacquisitions of any materials, supplies or goods on a spot market basis in the
\nOrdinary Course of Business);<\/p>\n

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

(c) (i) enter into any agreement or arrangement that limits or otherwise
\nrestricts in any material respect the conduct of the Business or that could,
\nafter the Closing Date, limit or restrict in any material respect the Business,
\nBuyer or any of their respective Affiliates, from engaging or competing in any
\nline of business, in any location or with any Person or (ii) enter into, amend
\nor modify in any material respect or terminate any Material Contract other than
\nin the Ordinary Course of Business;<\/p>\n

(d) (i) grant or increase any severance or termination pay to (or amend any
\nexisting arrangement with) any Business Employee, (ii) increase benefits payable
\nunder any existing severance or termination pay policies or employment
\nagreements with any Business Employee, (iii) enter into any employment, deferred
\ncompensation or other similar agreement (or amend any such existing agreement)
\nwith any Business Employee, (iv) establish, adopt or amend any Employee Plan or
\nany collective bargaining, bonus, profit-sharing, thrift, pension, retirement,
\ndeferred compensation, compensation, stock option, restricted stock or other
\nbenefit plan or arrangement covering any Business Employee, or (v) increase the
\ncompensation, bonus or other benefits payable to any Business Employee, in each
\ncase referred to in clauses (i) : (v), other than (A) as expressly required by
\nthe provisions of any Employee Plan, (B) in the Ordinary Course of Business, (C)
\nas required by Applicable Law, (D) as required by the terms of any Material
\nContract set forth on the Seller Disclosure Schedule or any Collective
\nBargaining Agreement or (E) as set forth on Section 5.01(d) of the Seller
\nDisclosure Schedule;<\/p>\n

(e) enter into any settlement of any pending or threatened litigation or
\nclaim, or enter into any amendment of any existing settlement agreement, to the
\nextent such settlement or amendment will materially interfere with or impose
\nmaterial additional cost in connection with the Buyer153s ownership or operation
\nof the Purchased Assets or any portion of the Business from and after the
\nClosing;<\/p>\n

47<\/p>\n

\n

(f) other than the Consent Decree Modification, consent to the entry of (or
\namendment to) any decree, judgment or order by any Governmental Authority, or
\nenter into (or amend) any other agreements with any Governmental Authority, in
\neach case to the extent such decree, judgment, order or agreement (or amendment)
\nwill materially interfere with or impose material additional costs in connection
\nwith Buyer153s ownership or operation of the Purchased Assets or any portion of
\nthe Business from and after the Closing;<\/p>\n

(g) fail to maintain the Facilities in the Ordinary Course of Business;<\/p>\n

(h) fail to maintain insurance on the Purchased Assets at levels equal to or
\nsuperior to existing insurance including with respect to coverage, deductibles
\nor any other material terms, subject to commercially reasonable variations in
\ncoverage in connection with renewals for expiring insurance policies;<\/p>\n

(i) fail to maintain levels of catalysts, supplies and spare parts at the
\nlevels maintained in the Ordinary Course of Business; or<\/p>\n

(j) agree or commit to do any of the foregoing.<\/p>\n

Section 5.02. Access. <\/em>(a) From the date hereof until the Closing
\nDate, Seller will (i) give Buyer, its counsel, financial advisors, auditors and
\nother authorized representatives reasonable access to the offices, properties,
\nbooks and records of Seller and its Subsidiaries relating to the Business, (ii)
\nfurnish to Buyer, its counsel, financial advisors, auditors and other authorized
\nrepresentatives such financial and operating data and other information relating
\nto the Business as such Persons may reasonably request, (iii) instruct the
\nemployees, counsel and financial advisors of Seller to cooperate with Buyer in
\nits investigation of the Business and (iv) permit Buyer reasonable access (on
\nreasonable prior notice and during normal business hours) to the refinery
\nproperty for, at Buyer153s sole cost and expense, the purpose of installing
\ntelecom and data lines necessary to Buyer153s operation of the Purchased Assets
\nfrom and after the Closing, provided that (A) such telecom and data lines shall
\nnot be physically connected to Seller153s systems until at or after the Closing
\nand (B) if the Closing does not occur, Buyer shall (at its sole cost and
\nexpense, including any cost or expense of restoring the property to its prior
\nstate) promptly remove (and Seller shall permit Buyer to remove) such telecom
\nand data lines from the Purchased Assets. Any investigation or other action by
\nBuyer or its employees, advisors or representatives pursuant to this Section
\nshall be conducted in such manner as not to interfere unreasonably with the
\nconduct of the business of Seller and its Subsidiaries. Notwithstanding the
\nforegoing, Buyer may not under any circumstances conduct or cause to be
\nconducted any sampling or other invasive investigation of the air, soil, soil
\ngas, surface water, groundwater, building materials or other environmental media
\nat any property related to the Seller or its<\/p>\n

48<\/p>\n

\n

Subsidiaries or the Business, including the Purchased Assets, the Facilities
\nand the Real Property. Buyer bears the risk of injury to any of its employees,
\nadvisors or representatives who are provided access to the offices or properties
\nof Seller or its Subsidiaries hereunder, and shall indemnify, defend and hold
\nSeller and its Affiliates harmless for all Damages resulting from Buyer153s or its
\nemployees153, advisors153 or representatives153 access to the offices or properties of
\nSeller or its Subsidiaries provided hereunder.<\/p>\n

(b) On and after the Closing Date, Seller and its Subsidiaries will afford
\npromptly to Buyer and its agents reasonable access to their respective books of
\naccount, financial and other records, information, employees and auditors to the
\nextent necessary or useful for Buyer in connection with any audit,
\ninvestigation, dispute or litigation or any other reasonable business purpose
\nrelating to the Business; provided<\/em> that any such access by Buyer shall
\nnot unreasonably interfere with the conduct of the business of Seller or any of
\nits Subsidiaries.<\/p>\n

(c) Notwithstanding anything in this Section 5.02 to the contrary, but
\nsubject to Section 2.02(o), Buyer shall not have access to (i) personnel records
\nof Seller relating to individual performance or evaluation records or medical
\nhistories, (ii) materials entitled to legal privilege (or which could jeopardize
\nthe attorney-client privilege of Seller or its Subsidiaries), (iii) materials
\nwith respect to which Seller or its Subsidiaries owe an obligation of
\nconfidentiality to a third party or (iv) other information which in Seller153s
\ngood faith opinion is sensitive or could reasonably be expected to subject
\nSeller or any of its Subsidiaries to the risk of liability. The parties shall
\nendeavor in good faith to make appropriate substitute disclosure arrangements,
\nif practicable, in a manner that does not give rise to any of the circumstances
\nreferred to in the preceding sentence.<\/p>\n

Section 5.03. Notices of Certain Events. <\/em>Seller shall promptly
\nnotify Buyer of any written or oral notice or other written or oral
\ncommunication (or site visit) from:<\/p>\n

(a) any Person alleging that the consent of such Person is or may be required
\nin connection with the transactions contemplated by this Agreement;<\/p>\n

(b) any Governmental Authority in connection with the transactions
\ncontemplated by this Agreement;<\/p>\n

(c) any Person regarding the initiation or threat of initiation of any
\nactions, suits, investigations or proceedings relating to or otherwise affecting
\nthe Seller, the Purchased Assets or the Business that, if pending on the date of
\nthis Agreement, would have been required to have been disclosed pursuant to
\nSection 3.08; and<\/p>\n

(d) any Person regarding the occurrence or nonoccurrence of any event the
\noccurrence or nonoccurrence of which would be reasonably likely to cause any
\ncondition to the obligations of Buyer to consummate the transactions
\ncontemplated hereby not to be satisfied.<\/p>\n

49<\/p>\n

\n

ARTICLE 6 <\/strong><\/p>\n

COVENANTS OF BUYER<\/p>\n

Buyer agrees that:<\/p>\n

Section 6.01. Access. <\/em>On and after the Closing Date, Buyer will
\nafford promptly to Seller and its agents reasonable access to its properties,
\nbooks, records, employees and auditors to the extent necessary to permit Seller
\nto determine any matter relating to its rights and obligations hereunder or
\nregarding the Business for any period ending on or before the Closing Date;
\nprovided<\/em> that any such access by Seller shall not unreasonably
\ninterfere with the conduct of the business of Buyer.<\/p>\n

Section 6.02. Release and Replacement of Bonds and Guaranties.
\n<\/em>Promptly after the Closing, Buyer shall deliver to the applicable
\nbeneficiary replacement or substitute guaranties, letters of credit, bonds,
\nsecurity deposits, financial assurances and other surety obligations for those
\nset forth on Section 6.02 of the Seller Disclosure Schedule (each, a
\n“Credit Support Arrangement<\/strong>“), and Buyer, shall use its
\ncommercially reasonable efforts to cause the release as of the Closing Date of
\nSeller and its Subsidiaries, in form and substance reasonably acceptable to the
\nSeller, from all obligations relating to any such Credit Support Arrangements
\nand any liabilities or obligations related thereto. Buyer shall indemnify,
\ndefend and hold harmless Seller and its Subsidiaries from any and all Damages
\nrelating to, resulting from, or arising out of, any Credit Support Arrangement
\nto the extent any such Damages relate to, result from, or arise out of the use
\nof the Purchased Assets or the operation of Business on or after the Closing
\nDate.<\/p>\n

Section 6.03. Removal of Seller153s Name. <\/em>Except as expressly set
\nforth in Section 10.01(b), following the Closing, neither Buyer nor any of its
\nAffiliates shall be entitled to adopt, employ or make any use of (i) any
\nTrademark owned by Seller or any of its Subsidiaries, (ii) any Trademark
\ncontaining or associated with the term “Murphy” or (iii) any variation or
\nderivative of the foregoing, including anything that is confusingly similar
\nthereto. Buyer shall, as soon as is reasonably practicable and in any event
\nwithin 90 days following the Closing Date, remove, destroy or paint over, as
\nappropriate, any trademark, service mark, trade name, logo or signage (including
\nsigns displaying the Seller153s or its Subsidiaries153 emergency contact
\ninformation) indicating that the Purchased Assets were owned or operated by or
\notherwise affiliated with Seller or any of its Subsidiaries and not<\/p>\n

50<\/p>\n

\n

licensed to Buyer pursuant to the FIPR License (it being understood that,
\nwith respect to any such trademark, service mark, trade name, logo or signage
\nlicensed pursuant to the FIPR License, Buyer shall take the measures set forth
\nin this sentence within 90 days following the date on which the FIPR License
\nceases to be applicable thereto).<\/p>\n

Section 6.04. Notices of Certain Events. <\/em>Buyer shall promptly notify
\nSeller of any written or oral notice or other written or oral communication (or
\nsite visit) from:<\/p>\n

(a) any Person alleging that the consent of such Person is or may be required
\nin connection with the transactions contemplated by this Agreement;<\/p>\n

(b) any Governmental Authority in connection with the transactions
\ncontemplated by this Agreement;<\/p>\n

(c) any Person regarding the initiation or threat of initiation of any
\nactions, suits, investigations or proceedings relating to or otherwise affecting
\nBuyer that, if pending on the date of this Agreement, would have been required
\nto have been disclosed pursuant to Section 4.06; and<\/p>\n

(d) any Person regarding the occurrence or nonoccurrence of any event the
\noccurrence or nonoccurrence of which would be reasonably likely to cause any
\ncondition to the obligations of Seller to consummate the transactions
\ncontemplated hereby not to be satisfied.<\/p>\n

ARTICLE 7 <\/strong><\/p>\n

COVENANTS OF BUYER AND SELLER<\/p>\n

Buyer and Seller agree that:<\/p>\n

Section 7.01. Best Efforts; Further Assurance. <\/em>(a) Subject to the
\nterms and conditions of this Agreement, Buyer and Seller will use their
\nrespective commercially reasonable efforts to take, or cause to be taken, all
\nactions and to do, or cause to be done, all things necessary or desirable under
\nApplicable Law to consummate the transactions contemplated by this Agreement,
\nincluding (i) determining whether any action by or in respect of, or filing
\nwith, any Governmental Authority is required, or any actions, consents,
\napprovals or waivers are required to be obtained from parties to any material
\nContracts, in connection with the consummation of the transactions contemplated
\nby this Agreement and (ii) taking such actions, making such filings and
\nfurnishing information required in connection therewith, and seeking to obtain
\non a timely basis any such actions, consents, approvals or waivers from such
\nparties. No party shall be obligated to make any payment to any Person to obtain
\nany consent, approval or waiver of such Person under any contract.<\/p>\n

51<\/p>\n

\n

(b) Each of Buyer and Seller shall (i) make an appropriate filing of a
\nNotification and Report Form pursuant to the HSR Act with respect to the
\ntransactions contemplated hereby as promptly as practicable and in any event
\nwithin 10 Business Days of the date hereof, (ii) supply as promptly as
\npracticable any additional information and documentary material that may be
\nrequested pursuant to the HSR Act and (iii) take all other actions necessary to
\ncause the expiration or termination of the applicable waiting periods under the
\nHSR Act as soon as practicable. Buyer shall promptly take (and shall cause its
\nAffiliates to promptly take) any and all action necessary, including
\nparticipating in and actively defending against or otherwise pursuing any
\nlitigation that may be commenced by a Governmental Authority or private party
\nrelating to this Agreement or the transactions contemplated hereby, to avoid the
\nentry of, or to effect the dissolution of or vacate or lift, any order that
\nwould have the effect of preventing or delaying the Closing and to resolve the
\nobjections, if any, that any Governmental Authority or private party may assert
\nunder any Applicable Law with respect to the transactions contemplated by this
\nAgreement, and, consistent with the foregoing, to avoid or eliminate each and
\nevery impediment under any Applicable Law asserted by any Governmental Authority
\nor private party with respect to the purchase by Buyer of the Business so as to
\nenable the Closing to occur as soon as reasonably possible.<\/p>\n

(c) Each of Buyer and Seller shall promptly inform the other party upon
\nreceipt of any communication from any Governmental Authority or private party
\nregarding any of the transactions contemplated by this Agreement. If Buyer or
\nSeller (or any of their respective Affiliates) receives a request for additional
\ninformation from any Governmental Authority that is related to the transactions
\ncontemplated by this Agreement, then such party shall endeavor in good faith to
\nmake, or cause to be made, to the extent practicable and after consultation with
\nthe other party, an appropriate response to such request. No party shall
\nparticipate in any meeting, or engage in any material substantive conversation,
\nwith any Governmental Authority without giving the other party prior notice of
\nthe meeting or conversation and, unless prohibited by such Governmental
\nAuthority, the opportunity to attend or participate. Buyer shall advise Seller
\npromptly of any understandings, undertakings or agreements (oral or written)
\nwhich Buyer proposes to make or enter into with any Governmental Authority in
\nconnection with the transactions contemplated by this Agreement. For the
\navoidance of doubt and irrespective of whether the sale of the Business occurs,
\nBuyer shall not require Seller or any of its Subsidiaries to, and neither Seller
\nnor any of its Subsidiaries shall be required to, take any action with respect
\nto any Order or any applicable Law which would bind Seller or any of its
\nSubsidiaries.<\/p>\n

(d) Seller and Buyer agree to execute and deliver such other documents,
\ncertificates, agreements and other writings and to take such other actions as
\nmay be necessary or desirable in order to consummate or implement expeditiously
\nthe transactions contemplated by this Agreement and to vest in Buyer good and
\n(to the extent applicable) marketable title to the Purchased Assets;
\nprovided<\/em> that such documents, certificates, agreements, other writings
\nor actions shall not require Seller or its Subsidiaries or any other Person to
\nmake any additional representations, warranties or covenants, express or
\nimplied, not contained in this Agreement.<\/p>\n

52<\/p>\n

\n

Section 7.02. Public Announcements. <\/em>The parties agree to consult
\nwith each other before issuing any press release or making any public statement
\nwith respect to this Agreement or the transactions contemplated hereby and,
\nexcept for any press releases and public statements the making of which may be
\nrequired by Applicable Law or any listing agreement with any national securities
\nexchange, will not issue any such press release or make any such public
\nstatement prior to such consultation.<\/p>\n

Section 7.03. WARN Act. <\/em>Buyer shall assume all obligations and
\nliabilities for the provision of notice or payment in lieu of notice or any
\napplicable penalties under the WARN Act or any similar state or local law
\narising as a result of the transactions contemplated by this Agreement. Buyer
\nhereby indemnifies Seller and its Affiliates against and agrees to hold each of
\nthem harmless from any and all Damages incurred or suffered by Seller or any of
\nits Affiliates with respect to the WARN Act or any similar state or local law
\narising as a result of the transactions contemplated by this Agreement
\nincluding, for the avoidance of doubt, all Damages triggered directly or
\nindirectly by any terminations of employment initiated by Buyer or its
\nAffiliates at any time from the Closing Date to the end of the 90 day period
\ncommencing on the first Business Day following the Closing Date.<\/p>\n

Section 7.04. Post-Closing Payments or Demands. <\/em>Should Seller or any
\nof its Subsidiaries, after Closing, receive payments to which the Buyer or any
\nof its Affiliates is entitled pursuant to this Agreement, then the Seller or its
\napplicable Subsidiaries shall, within 30 days of receipt of the same, forward
\nsuch payments to Buyer, and should Buyer or any of its Affiliates, after
\nClosing, receive payments to which Seller or any of its Subsidiaries is entitled
\npursuant to this Agreement, then Buyer or its applicable Affiliates, within 30
\ndays of receipt of the same, shall forward such payments to, or as directed by,
\nSeller. If any demand is made on Buyer or its Affiliates after Closing to pay
\nany invoice or other obligation contracted or incurred by Seller or any of its
\nSubsidiaries prior to Closing in the operation of the Business, Buyer or its
\nAffiliates shall pay the same to the extent such invoice or obligation
\nconstitutes an Assumed Liability; if and to the extent any such invoice or
\nobligation constitutes an Excluded Liability, Seller shall, or shall cause one
\nof its Subsidiaries to, pay the same. Any payment required to be made by Buyer
\nor Seller, as applicable, pursuant to this Section 7.04 shall be made without
\nany set off or deduction against amounts owed by Seller or Buyer (or their
\nrespective affiliates), as applicable.<\/p>\n

53<\/p>\n

\n

Section 7.05. Certain Environmental Matters. <\/em><\/p>\n

(a) Environmental Insurance<\/u>.<\/p>\n

(i) At or prior to Closing, Buyer shall provide to Seller a binder for, and
\nevidence that Buyer has paid in full the premium costs of, an environmental
\ninsurance policy which policy conforms to the terms set forth on Exhibit H,
\nsubject to such modifications as are reasonably acceptable to Seller. At least
\n15 Business Days prior to Closing, Buyer shall provide to Seller a full proposal
\nfrom the relevant insurance carrier for the Environmental Insurance Policy,
\nincluding all endorsements and policy forms.<\/p>\n

(ii) From and after Closing, Buyer shall comply, and shall cause its
\nAffiliates to comply, with the terms and conditions of the Environmental
\nInsurance Policy, including those relating to reporting, cooperation and defense
\nof claims, and use commercially reasonable efforts to maintain such policy in
\nforce and to not allow such policy to be cancelled or otherwise modified in any
\nmanner that would prejudice Seller.<\/p>\n

(iii) In connection with obtaining the Environmental Insurance Policy, Buyer
\nshall provide to the relevant insurance carrier all documentation and other
\ninformation reasonably requested to be disclosed in the application for such
\npolicy. Seller shall use reasonable efforts to assist Buyer in providing such
\ndocumentation and other information.<\/p>\n

(b) Consent Decree<\/u>. Consistent with Paragraph 6 of the Consent Decree,
\n(i) Buyer acknowledges that it has received written notice of the Consent Decree
\nand been provided with a copy thereof; and (ii) within a reasonable time after
\nthe date hereof (but in any event within 5 days of the date hereof), Seller or
\nits Subsidiaries shall provide notice of this Agreement to the other parties to
\nthe Consent Decree. Seller or its Subsidiaries and Buyer shall negotiate in good
\nfaith to make any changes to the Consent Decree Modification mutually acceptable
\nto Seller and Buyer that are (A) appropriate non-substantive form changes or (B)
\nif applicable, necessary to reflect only the sale that is the subject of this
\nAgreement and not the sale of that certain refinery in Meraux, Louisiana. Seller
\nor its Subsidiaries and Buyer shall consult with the parties to the Consent
\nDecree to confirm that those parties have no objections to the Consent Decree
\nModification and, if applicable, shall negotiate in good faith with such parties
\nto resolve any such objections. Upon obtaining such confirmation or making any
\nchanges mutually acceptable to Seller and Buyer to address any objections by the
\nparties to the Consent Decree, Seller shall take, or cause to be taken, all
\nappropriate actions (including those set forth in Paragraph 7 of the Consent
\nDecree) to have the Consent Decree Modification entered by the Consent Decree
\nCourt, and Buyer<\/p>\n

54<\/p>\n

\n

shall take all reasonable steps (including those set forth in paragraph 7 of
\nthe Consent Decree) to support Seller153s or its Subsidiaries153 actions to have the
\nConsent Decree Modification entered by the Consent Decree Court, including
\nsupporting Seller153s and its Subsidiaries153 efforts to be released from the
\nConsent Decree Obligations and to demonstrate to the Consent Decree Court and
\nthe other parties to the Consent Decree that Buyer has the financial and
\ntechnical ability to assume the Consent Decree Obligations. On and after the
\nClosing, Buyer shall satisfy, perform and assume all Consent Decree Obligations.\n<\/p>\n

(c) Fuels Compliance<\/u>.<\/p>\n

(i) From and after Closing, (i) for fuels shipped on and after Closing, Buyer
\nshall be responsible for all Fuel Compliance Obligations and (ii) for fuels
\nshipped prior to Closing, Seller shall be responsible for all Fuel Compliance
\nObligations (such obligations of Seller, “Pre-Closing Fuel Compliance
\nObligations<\/strong>“). Seller or its Subsidiaries shall submit by the relevant
\ndeadline all filings required by the Fuel Regulations associated solely with the
\nPre-Closing Fuel Compliance Obligations, and shall provide a copy, or other such
\nproof, of each such filing to Buyer.<\/p>\n

(ii) In the event either party (the “Complying Party<\/strong>“) may
\nbe required by applicable Fuel Regulations to use Fuel Credits to comply with
\nany Fuel Compliance Obligations that, as set forth in Section 7.05(c)(i), are
\nthe responsibility of the other party (the “Obligated Party<\/strong>“),
\nprior to using such credits, the Complying Party shall use reasonable efforts to
\nallow the Obligated Party to provide it with Fuel Credits that satisfy, in whole
\nor in part, such Fuel Compliance Obligations. To the extent the Obligated
\nParty153s Fuel Compliance Obligations are not satisfied in whole by Fuel Credits
\nprovided by the Obligated Party, the Obligated Party shall reimburse the
\nComplying Party for the cost of any Fuel Credits the Complying Party used to
\nsatisfy such Fuel Compliance Obligations (at the Obligated Party153s election,
\neither in the form of Fuel Credits or the monetary equivalent in U.S. dollars
\n(which cost, in the case of Fuel Credits used by the Complying Party which it
\nalready owns, shall be at the fair market value of such Fuel Credits)), provided
\nthe Complying Party submits to the Obligated Party a written request for
\nreimbursement with sufficient supporting evidence of having used such Fuel
\nCredits and the value thereof.<\/p>\n

(iii) In the event Buyer, at any time prior to the earlier of (A) the
\ncompletion and entry into operation of the cumene project described on Section
\n1.01(a) of the Seller Disclosure Schedule or (B) December 31, 2011, notifies
\nSeller that it is required by applicable Fuel Regulations to use Fuel Credits to
\ncomply with any Fuel Compliance Obligations that, as set forth in Section
\n7.05(c)(i), are Buyer153s responsibility, Seller agrees to sell to Buyer such Fuel
\nCredits as Buyer may reasonably require in order to satisfy, in whole or in
\npart, such Fuel Compliance Obligations which<\/p>\n

55<\/p>\n

\n

arise from operations in the Ordinary Course of Business at a cost for such
\nFuel Credits equal to the fair market monetary equivalent at the time of such
\nsale in U.S. dollars; provided<\/em> that Seller shall not have any
\nobligation to sell Fuel Credits other than those in its possession and not
\notherwise necessary for its or its Subsidiaries153 operations or obligations
\n(including any obligation to third parties). Buyer acknowledges that Seller may
\ncause to be sold its Subsidiary153s refinery and related assets in Meraux,
\nLouisiana, which may reduce the quantity of Fuel Credits available to Seller.\n<\/p>\n

Section 7.06. Title Policies. <\/em>Buyer may procure owner153s title
\ninsurance policies with respect to the Owned Real Property; provided,
\n<\/em>that Buyer153s ability or inability to obtain title insurance on such Owned
\nReal Property shall not result in an adjustment to the Purchase Price;
\nprovided further<\/em>, that the foregoing shall not be deemed to mitigate
\nSeller153s representations and warranties set forth in Section 3.10. Seller and
\nits Subsidiaries shall execute and deliver to the title insurance company such
\naffidavits, certificates and other documentation as are reasonably requested to
\ncause the title insurance company to issue title insurance policies for the
\nOwned Real Property; provided<\/em> that nothing in such affidavits,
\ncertificates or documentation shall require Seller or its Subsidiaries to incur
\nany liabilities or obligations to any Person that are not otherwise expressly
\nset forth in this Agreement. Seller agrees to cooperate with and assist Buyer
\nwith any reasonable request in Buyer153s efforts to obtain such title policies.\n<\/p>\n

Section 7.07. Litigation Cooperation. <\/em>(a) In connection with the
\ndefense or prosecution of any suit, action or proceeding relating to an Assumed
\nLiability or an Excluded Liability (but subject to the provisions of Article 12
\nin the event indemnification is being sought thereunder pursuant to any
\napplicable provision of this Agreement) each party shall (i) cooperate, and
\ncause its respective Affiliates to cooperate, in the defense or prosecution of
\nsuch suit, action or proceeding, (ii) furnish or cause to be furnished such
\ndocuments, records, information and testimony, grant or cause to be granted
\naccess to all reasonably requested witnesses, and attend such conferences,
\ndiscovery proceedings, hearings, trials or appeals, in each case as may be
\nreasonably requested in connection therewith, and (iii) take all reasonable
\nsteps to make available to the other party, upon written request, its former and
\ncurrent employees, other personnel and agents (whether as witnesses or
\notherwise) to the extent that such persons may reasonably be required in
\nconnection therewith.<\/p>\n

(b) Neither Seller nor Buyer will (and each of Seller and Buyer shall cause
\nits respective Affiliates not to) destroy or dispose of any documents, records
\nor information that a party may have the right to obtain pursuant to Section
\n7.07 without first using its reasonable best efforts to notify the other party
\nof the proposed destruction or disposition and giving the other party the
\nopportunity to take possession of or copy such documents, records or information
\nprior to such destruction or disposition.<\/p>\n

56<\/p>\n

\n

Section 7.08. Contact with Customers and Vendors. <\/em>Without prior
\nwritten consent of Seller (which consent shall not be unreasonably withheld,
\ndelayed or conditioned), Buyer and its Affiliates shall not, prior to the
\nClosing Date, contact any customer, vendor, supplier or employee of, or any
\nother Person having business dealings with, Seller or its Subsidiaries with
\nrespect to the Business or with respect to any aspect of the transactions
\ncontemplated under this Agreement; provided<\/em> that Seller and Buyer shall
\ncooperate in contacting, prior to the Closing Date, customers and suppliers of
\nthe Business as reasonably necessary for the purposes of transferring or
\nestablishing credit and related security arrangements.<\/p>\n

Section 7.09. PMPA Actions. <\/em><\/p>\n

(a) Seller and Buyer will:<\/p>\n

(i) provide as promptly as practicable following the date hereof (but in any
\nevent within 5 Business Days of the date hereof) a mutually agreed written
\nnotice to each franchisee under a Seller PMPA Franchise Agreement that, among
\nother things, (A) includes a description of the transactions contemplated by
\nthis Agreement to the extent they relate to such PMPA franchisee, (B) notifies
\nsuch PMPA franchisee that Buyer and Seller intend to deliver a notice of
\ntermination or non-renewal (such notice, a “PMPA Termination
\nNotice<\/strong>” ) as soon as reasonably practicable following the Closing that
\nprovides that the applicable Seller PMPA Franchise Agreement will be terminated
\nor non-renewed effective as of the earlier of (1) 12 months following the
\nClosing Date and (2) the expiration of the applicable Seller PMPA Franchise
\nAgreement (each such date, a “PMPA Termination Date<\/strong>“) and (C)
\ninforms such PMPA franchisee that as soon as reasonably practicable following
\nthe Closing, it will receive an offer from Buyer to such PMPA franchisee of a
\nnew PMPA franchise agreement on substantially the same terms and conditions as
\nthose set forth in such franchisee153s Seller PMPA Franchise Agreement;<\/p>\n

(ii) use their best efforts to take, or cause to be taken, all actions to do,
\nor cause to be done, all things necessary or desirable under the PMPA to give
\neffect to the assignment of the Seller PMPA Franchise Agreements to Buyer as set
\nforth in Article 2;<\/p>\n

(iii) at or as promptly as practicable following the Closing (but in any
\nevent within 5 Business Days of the Closing Date) provide a PMPA Termination
\nNotice to each franchisee under a Seller PMPA Franchise Agreement in such form
\nas is mutually agreed by Buyer and Seller, and take, or cause to be taken, all
\nactions to terminate or non-renew each Seller PMPA Franchise Agreement as of the
\napplicable PMPA Termination Date in accordance with such PMPA Termination
\nNotices; and<\/p>\n

57<\/p>\n

\n

(iv) use their best efforts to take, or cause to be taken, all actions to do,
\nor cause to be done, all things necessary or desirable under the PMPA to give
\neffect to take all other actions required under the PMPA to effect the
\nprovisions of this Section 7.09.<\/p>\n

(b) During the period commencing on the Closing Date and continuing for 12
\nmonths, Buyer shall offer each franchisee under a Seller PMPA Franchise
\nAgreement a new PMPA franchise agreement with Buyer (the form of which shall be
\nincluded with the PMPA Termination Notice) on substantially the same terms and
\nconditions as those set forth in such franchisee153s Seller PMPA Franchise
\nAgreement.<\/p>\n

Section 7.10. Crude Supply Agreement. <\/em>At Closing, Seller (or its
\nAffiliate) and Buyer will enter into a crude supply agreement in substantially
\nthe form attached hereto as Exhibit I (the “Crude Supply
\nAgreement<\/strong>“).<\/p>\n

Section 7.11. Buyer Financing. <\/em>Seller acknowledges that Buyer may
\nundertake an equity and\/or debt financing (the “Financing<\/strong>“),
\nthe proceeds of which may be used to fund all or a portion of the Purchase
\nPrice. Seller agrees that it shall use its commercially reasonable efforts to
\ncooperate with Buyer153s efforts to secure the Financing (provided that such
\nrequested cooperation does not unreasonably interfere with the ongoing
\noperations of the Business or Seller or its Subsidiaries), including (a) using
\ncommercially reasonable efforts to deliver (i) an unaudited balance sheet for
\nthe Business as of June 30, 2011 and the related statement of operations and
\ncash flow for the six months ended June 30, 2011 and (ii) the statement of
\noperations and cash flow for the six months ended June 30, 2010 (collectively,
\nthe “Interim Financial Statements<\/strong>“), (b) using commercially
\nreasonable efforts to cause its independent auditors to deliver customary
\n“comfort letters” in connection with the Financing, which comfort letters shall
\ncomply with the requirements of PCAOB AU Section 634 and cover such periods as
\nare addressed by the Business Financial Statements and the Interim Financial
\nStatements and are required under Regulation S-X to be included in a
\nregistration statement for a Financing registered with the Securities and
\nExchange Commission, together with negative assurance for any subsequent partial
\nperiod for which the applicable financial information for the Business is
\navailable to the extent such partial period is within 135 days of the date of
\nthe latest audited or reviewed financial statements for the Business, and (c),
\nif requested by Buyer, providing such information to the underwriters, initial
\npurchasers, lenders or other financing parties in any such proposed Financing as
\nmay be reasonably requested in connection with such parties153 due diligence
\ninvestigation of the Business, including permitting Buyer153s lenders or their
\nagents to conduct an on-site evaluation of the Hydrocarbon Inventory of the
\nBusiness (provided that any such evaluation of the Hydrocarbon Inventory shall
\nnot have any effect on, and shall not be used in connection with, the
\ndetermination of the Inventory Value or any other matter that is the subject of
\nSection 2.08). Buyer shall promptly, upon request by Seller from time to time,
\nreimburse Seller for the reasonable, documented out-of-pocket costs incurred by
\nSeller or any of its Subsidiaries in<\/p>\n

58<\/p>\n

\n

connection with such cooperation (including reasonable attorneys153 and
\naccountants153 fees). Notwithstanding anything in this Section 7.11 to the
\ncontrary, neither Seller nor any of its Subsidiaries shall (A) be required to
\nincur any cost or expense in connection with the foregoing unless Seller is
\nreasonably satisfied that such amount will be promptly reimbursed by Buyer, (B)
\nhave any liability or any obligation under any agreement or document related to
\nthe Financing or (C) be required to incur any other liability with respect to
\nthe Financing. Buyer shall indemnify and hold harmless Seller and its
\nSubsidiaries, and its and their respective directors, officers, employees,
\nrepresentatives and advisors from and against any and all Damages suffered or
\nincurred by any of them in connection with the Financing and any information
\nutilized in connection therewith, except to the extent that such Damages result
\nfrom or arise out of the gross negligence or willful misconduct of Seller or its
\nSubsidiaries. Buyer agrees that (i) all non-public or other confidential
\ninformation provided by Seller or its Subsidiaries or any of their respective
\nrepresentatives to Buyer or its representatives pursuant to this Section 7.11
\nshall be kept confidential in accordance with and subject to the terms of the
\nConfidentiality Agreement (except to the extent required to be disclosed under
\napplicable securities laws in connection with an offering of securities by
\nBuyer; and in connection therewith Buyer will take such actions as Seller may
\nreasonably request to limit any such disclosure and\/or to protect the
\nconfidentiality thereof), (ii) Seller shall be permitted a reasonable period
\n(which period will take into account the form and timing of the Financing, and
\nBuyer will keep Seller reasonably informed on a contemporary basis as to such
\nform and timing) to comment on those portions of any prospectus or confidential
\ninformation memorandum related to the Financing that contain or are based upon
\nany such non-public or other confidential information (and Buyer shall use its
\nreasonable efforts to respond to such comments in a manner reasonably
\nsatisfactory to Seller), (iii) Seller shall not be obligated to disclose any
\ninformation if such disclosure would violate any agreement between Seller or its
\nSubsidiaries and a third party, (iv) Buyer will not unreasonably interfere with
\nthe operation of Seller or its Subsidiaries153 business in connection herewith.
\nFor the avoidance of doubt, in connection with the Financing, neither Buyer nor
\nany of its potential financing sources may, under any circumstances, conduct or
\ncause to be conducted any sampling or other invasive investigation of the air,
\nsoil, soil gas, surface water, groundwater, building materials or other
\nenvironmental media at any property related to the Seller or its Subsidiaries or
\nthe Business, including the Purchased Assets, the Facilities and the Real
\nProperty. Notwithstanding anything to the contrary herein, Buyer acknowledges
\nand agrees that (i) the Closing is not conditioned upon consummating any
\nFinancing or the receipt by Buyer of any funds necessary to pay the Purchase
\nPrice and (ii) the failure of Buyer to consummate any Financing shall not alter
\nor modify Buyer153s obligations to consummate the transactions contemplated hereby
\n(including the Closing).<\/p>\n

Section 7.12. Certain Agreements. <\/em>On or as promptly as practicable
\nafter the date hereof, each of Buyer and Seller shall execute and deliver the
\nagreement described in Item 1(a) of Section 5.01(c) of the Seller Disclosure
\nSchedule (subject to such modifications as may be mutually agreed by the parties
\nthereto).<\/p>\n

59<\/p>\n

\n

Section 7.13. Software License Assistance. <\/em>From the date hereof
\nuntil the Closing Date, Seller shall use its commercially reasonable efforts to
\nassist (e.g.<\/em>, by participating in phone calls with vendors) Buyer in
\nBuyer153s obtaining licenses for the software listed in Item D of Section
\n3.04(iii) of the Seller Disclosure Schedule; provided<\/em> that (i) neither
\nSeller nor any of its Subsidiaries shall be obligated to pay any costs or
\nexpenses (including transfer or license fees, which shall be solely for the
\naccount of Buyer) in connection with the foregoing and (ii) any out-of-pocket
\nexpenses incurred by Seller or any of its Subsidiaries in connection with the
\nforegoing shall be promptly reimbursed by Buyer.<\/p>\n

ARTICLE 8 <\/strong><\/p>\n

TAX MATTERS<\/p>\n

Section 8.01. Tax Cooperation; Allocation of Taxes. <\/em>(a) Buyer and
\nSeller agree to furnish or cause to be furnished to each other, upon request, as
\npromptly as practicable, such information and assistance relating to the
\nBusiness and the Purchased Assets (including access to books and records) as is
\nreasonably necessary for the filing of all Tax returns, the making of any
\nelection relating to Taxes, the preparation for any audit by any Taxing
\nAuthority, and the prosecution or defense of any claim, suit or proceeding
\nrelating to any Tax. Buyer and Seller shall retain all books and records with
\nrespect to Taxes pertaining to the Purchased Assets until 60 days after the
\nexpiration of the applicable statute of limitations, taking into account any
\nextensions that have been granted. On or after the end of such period, each
\nparty shall provide the other with at least 30 days prior written notice before
\ndestroying any such books and records, during which period the party receiving
\nsuch notice can elect to take possession, at its own expense, of such books and
\nrecords. Seller and Buyer shall cooperate with each other in the conduct of any
\naudit or other proceeding relating to Taxes involving the Purchased Assets or
\nthe Business.<\/p>\n

(b) All real property taxes, personal property taxes and similar ad
\nvalorem<\/em> obligations levied with respect to the Purchased Assets for a
\ntaxable period which includes (but does not end on) the Closing Date
\n(collectively, the “Apportioned Obligations<\/strong>“) shall be
\napportioned between Seller and Buyer based on the number of days of such taxable
\nperiod included in the Pre-Closing Tax Period and the number of days of such
\ntaxable period after the Closing Date (any such portion of such taxable period,
\nthe “Post-Closing Tax Period<\/strong>“). Seller shall be liable for the
\nproportionate amount of such Taxes that is attributable to a Pre-Closing Tax
\nPeriod, and Buyer shall be liable for the proportionate amount of such Taxes
\nthat is attributable to a Post-Closing Tax Period.<\/p>\n

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

60<\/p>\n

\n

(d) Through the Closing Date, Seller shall be responsible for filing with the
\ntaxing authorities the applicable Tax returns for ad valorem<\/em>, property,
\nseverance, production and similar Taxes which are required to be filed on or
\nbefore the Closing Date. Buyer shall be responsible for the filing with the
\nappropriate taxing authorities the applicable Tax returns for all ad
\nvalorem<\/em>, property, severance, production and similar Taxes beginning after
\nthe Closing Date.<\/p>\n

(e) All excise, value added, registration stamp, recording, documentary,
\nconveyancing and Wisconsin Real Estate Transfer Fees (collectively,
\n“Transfer Taxes<\/strong>“) incurred in connection with the transactions
\ncontemplated by this Agreement shall be borne equally by Buyer and Seller other
\nthan Transfer Taxes imposed on the sale of the Hydrocarbon Inventory. All state
\nand local sales and use taxes (“Sales and Use Taxes<\/strong>“) imposed
\nin connection with the transactions contemplated by this Agreement and Transfer
\nTaxes imposed on the sale of the Hydrocarbon Inventory shall be borne solely and
\nexclusively by Buyer. Buyer and Seller shall cooperate in securing and providing
\neach other with any appropriate resale exemption certifications, licenses and
\nother similar documentation. Without limiting the generality of the foregoing,
\nno later than 5 Business Days prior to Closing, Buyer shall provide to Seller
\neither (i) each of the items set forth in Section 8.01(e) of the Seller
\nDisclosure Schedule or (ii) in the case of any such item that has not yet been
\nobtained, documentation that establishes to Seller153s satisfaction that Buyer has
\ncompleted the necessary filings in order to secure an effective date for such
\nitem that is no later than the Closing Date (the “Filing
\nDocumentation<\/strong>“). In any case in which, as of the Closing Date, Buyer
\nhas not delivered to Seller either any item set forth in Section 8.01(e) of the
\nSeller Disclosure Schedule or the corresponding Filing Documentation, Buyer
\nshall pay to Seller at Closing an amount equal to the Transfer Taxes and Sales
\nand Use Taxes that Seller expects to be imposed on the sale of the Hydrocarbon
\nInventory (the “Initial Hydrocarbon Inventory Tax Amount<\/strong>“),
\nwith the amount of such payment to be determined as follows: (i) the portion of
\nthe Initial Hydrocarbon Inventory Tax Amount comprising Transfer Taxes shall be
\nthe amount of Transfer Taxes Seller expects will be imposed on the estimated
\nvolume of the Hydrocarbon Inventory and (ii) the portion comprising Sales and
\nUse Taxes shall be the amount of Sales and Use Taxes Seller expects will be
\nimposed on the Estimated Inventory Value, each as determined pursuant to Section
\n2.08. If, pursuant to the procedures set forth in Section 2.08(c), it is
\ndetermined that the estimated volume of the Hydrocarbon Inventory is more or
\nless than the volume of the Hydrocarbon Inventory as of the Closing Date and\/or
\nthe Estimated Inventory Value is more or less than the Inventory Value, (i)
\nBuyer shall pay to Seller the amount of any resulting net increase in the
\naggregate Transfer Taxes and Sales and Use Taxes imposed on the sale of the
\nHydrocarbon Inventory at Closing or, as applicable, (ii) Seller shall pay to
\nBuyer the amount of any resulting net overpayment of the aggregate Transfer
\nTaxes and Sales and Use Taxes imposed on the sale of the Hydrocarbon Inventory
\nat Closing, in each case at the same time and subject to the same interest
\nprovisions as the amounts described in Section 2.08(d). In addition, within 10
\ndays of receipt by Seller of<\/p>\n

61<\/p>\n

\n

any refund in respect of (i) the Initial Hydrocarbon Inventory Tax Amount and
\n(ii) any additional amounts actually paid by Buyer pursuant to clause (i) of the
\npreceding sentence, Seller shall pay to Buyer the amount of such refund. Buyer
\nand Seller agree that the amount of Wisconsin Real Estate Transfer Fees shall be
\ndetermined in accordance with Section 2.06(f) and apportioned as provided in
\nthis Section 8.01(e). Any subsequent adjustments to any Transfer Tax or Sales
\nand Use Tax made pursuant to a legally prescribed audit, and any costs incurred
\nwith respect to such audit, shall be apportioned as provided in this Section
\n8.01(e).<\/p>\n

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

(g) For the avoidance of doubt, this Article 8 shall not apply to any Taxes
\nor fees that are taken into account in the calculation of the Inventory Value
\npursuant to Section 2.08, all of which shall be paid by Buyer pursuant to the
\ncalculation of the Inventory Value.<\/p>\n

ARTICLE 9 <\/strong><\/p>\n

EMPLOYEE BENEFITS<\/p>\n

Section 9.01. Offers of Employment; Assumption of Collective Bargaining
\nAgreement. <\/em>(a) Buyer shall (or shall cause one of its Subsidiaries to), on
\nor prior to the Closing Date, make an offer of employment to each then current
\nBusiness Employee on the terms set forth in Section 9.02. Such offer shall offer
\nto a Business Employee employment with Buyer (or one of its Subsidiaries)
\ncommencing (i) effective as of the Closing, or (ii) in the case of any Business
\nEmployee not actively at work with Seller immediately prior to the Closing,
\nimmediately following the end of (A) such Business Employee153s paid time-off,
\nvacation, military, sick or personal leave, short- or long-term disability or
\nother leave of absence, or (B) such Business Employee153s exercise of his or her
\nright to recall, rehire or other return to employment under an applicable
\nContract or Applicable Law. Unless a written acceptance of an offer of
\nemployment is required by Applicable Law, a Business Employee who continues
\nemployment with Buyer (or one of its Subsidiaries) shall be deemed to have
\naccepted such offer of employment, unless such Business Employee specifically
\ndeclines such offer of employment. Business Employees who accept (or are deemed
\nto have accepted) such offer of employment shall collectively be referred to as
\nthe “Transferred Employees<\/strong>“.<\/p>\n

62<\/p>\n

\n

(b) Buyer agrees (i) effective as of the Closing, to be the “successor” for
\nall purposes under, and agrees to be bound by, the Collective Bargaining
\nAgreement, and to provide any and all compensation and benefits required under
\nthe terms thereof, (ii) effective as of the Closing, (i)otherwise to be bound
\nby, and comply with all of the terms and conditions of, the Collective
\nBargaining Agreement and (iii) to execute and deliver, on or prior to the
\nClosing, all documentation and agreements required to effectuate the foregoing;
\nprovided<\/em>, however,<\/em> that except with respect to paid time off,
\npersonal and sick time credited by Buyer pursuant to Section 9.05, Seller shall
\nretain and be solely liable for all liabilities, obligations and expenses for
\ncompensation and benefits of Union Employees relating to periods prior to the
\nClosing Date (the “Retained Union Employee Benefit
\nLiabilities<\/strong>“).<\/p>\n

Section 9.02. Maintenance of Compensation and Benefits. <\/em>Buyer agrees
\nthat for a period of 12 months after the Closing Date (the “Relevant
\nPeriod<\/strong>“), it shall provide (or cause its Affiliates to provide) each
\nNon-Union Transferred Employee with (i) an annual base salary and (ii) incentive
\ncompensation opportunities that are at least equal to his or her annual base
\nsalary and incentive compensation opportunities provided by Seller in effect
\nimmediately prior to the Closing. In addition, Buyer agrees that during the
\nRelevant Period, it shall provide (or cause its Affiliates to provide) Non-Union
\nTransferred Employees with benefits that are at least comparable in the
\naggregate to the benefits provided by Seller to Non-Union Transferred Employees
\nimmediately prior to the Closing (including, for such purpose, severance
\nbenefits and excluding, for such purpose, (A) retirement and other benefits
\nunder any defined benefit pension plan (including, without limitation, the
\nSeller DB Plan (as defined below)), (B) any benefits under any retiree medical
\nor welfare benefits plan, (C) any benefits under any equity based plan
\n(including, without limitation, the Employee Stock Purchase Plan for Murphy Oil
\nCorporation, the Murphy Oil Corporation Long-Term Incentive Plan and the Murphy
\nOil Corporation 1992 Stock Incentive Plan), and (D) any stay or similar
\nbonuses). Buyer agrees that after the expiration of the Relevant Period, it
\nshall provide (or cause its Affiliates to provide) Non-Union Transferred
\nEmployees with compensation and benefits that are at least comparable in the
\naggregate to the compensation and benefits (including, for such purpose,
\nseverance benefits) provided to similarly situated employees of Buyer or its
\nAffiliates.<\/p>\n

Section 9.03. Defined Contribution Plans<\/em>. (a)<\/p>\n

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

63<\/p>\n

\n

participate in the Buyer DC Plan and on terms and conditions that reflect the
\nservice credit provisions of Section 9.05. Buyer agrees to cause the Buyer DC
\nPlan to provide for a supplemental employer profit sharing contribution (the
\n“Profit Sharing Contribution”) to be allocated to each Non-Union Transferred
\nEmployee who is a participant in the Buyer DC Plan (a “Non-Union
\nTransferred Participant<\/strong>“). The Profit Sharing Contribution shall be
\nmade only for the plan year of the Buyer DC Plan in which the Closing Date
\noccurs and the next following plan year of the Buyer DC Plan and shall be
\nallocated as of the last day of the applicable plan year of the Buyer DC Plan.
\nFor the plan year of the Buyer DC Plan in which the Closing Date occurs, the
\nProfit Sharing Contribution shall equal 2.7% of each eligible Non-Union
\nTransferred Participant153s compensation (as defined under the Buyer DC Plan) for
\nsuch plan year and, for the next following plan year of the Buyer DC Plan, the
\nProfit Sharing Contribution shall equal the Adjusted Profit Sharing Contribution
\nPercentage of each eligible Non-Union Transferred Participant153s compensation for
\nsuch plan year. For each such plan year of the Buyer DC Plan: (A) all of the
\nNon-Union Transferred Participants who are not highly compensated employees (as
\ndefined in Section 414(q) of the Code) for such plan year shall be eligible for
\nthe Profit Sharing Contribution for such plan year, and (B) one or more of the
\nNon-Union Transferred Participants who are highly compensated employees for such
\nplan year shall be eligible for the Profit Sharing Contribution for such plan
\nyear only to the extent the Profit Sharing Contribution, if made, shall satisfy
\nthe tax qualification requirements applicable to the Buyer DC Plan (including,
\nwithout limitation, the requirements of Sections 401(a)(4) and 410(b) of the
\nCode), as reasonably determined by Buyer. Nothing contained in this Agreement
\nshall obligate Buyer to cause the Buyer DC Plan to provide for the Profit
\nSharing Contribution or any other supplemental employer contribution in respect
\nof any Non-Union Transferred Participant153s compensation for any other plan year
\nof the Buyer DC Plan.<\/p>\n

(ii) Effective as of the Closing, each Non-Union Transferred Employee shall
\ncease to be an active participant in the Thrift Plan for Employees of Murphy Oil
\nCorporation (As Restated Generally Effective January 1, 2002 Including
\nAmendments Made Between 2002 and 2008), an Employee Plan that is a defined
\ncontribution plan intended to qualify under Section 401(a) of the Code and its
\nrelated trust (the “Seller DC Plan<\/strong>“); provided <\/em>that as
\nof the Closing, Seller shall take all actions necessary to cause all Non-Union
\nTransferred Employees to be fully vested in their accrued benefits under the
\nSeller DC Plan. Seller and the Seller DC Plan shall retain all assets and
\nliabilities under the Seller DC Plan, including responsibility for all benefits
\nwith respect to each such Non-Union Transferred Employee in respect of the
\nperiod prior to the Closing under the Seller DC Plan (except to the extent of
\nany “direct rollover” to the Buyer DC Plan, as provided below), and Seller shall
\nretain all liability for any and all contributions required to be made to the
\nSeller DC Plan under the terms of the Seller DC Plan or Applicable Law.<\/p>\n

64<\/p>\n

\n

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

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

(b) As of the Closing, Buyer shall assume the sponsorship of the Thrift Plan
\nfor Employees of Murphy Oil USA, Inc. Represented by International Union of
\nOperating Engineers AFL-CIO, Local No. 305, Superior, Wisconsin (As Restated
\nGenerally Effective January 1, 2002 Including Amendments Made Between 2002 and
\n2008), a defined contribution plan intended to qualify under Section 401(a) of
\nthe Code and its related trust (the “Union DC Plan<\/strong>“);
\nprovided<\/em> that Seller shall take such actions as are necessary to cause
\nthe Murphy Oil Common Stock fund to be frozen as to new investment contributions
\nto or intra-fund transfers into such fund as of the Closing Date. Not later than
\nthe Closing, or as reasonably practicable thereafter (but in no event later than
\nas required by Applicable Law), Seller shall make all contributions and
\nparticipant loan repayments to the Union DC Plan required to be made in respect
\nof the period prior to the Closing under the terms of the Union DC Plan
\n(including, without limitation, all pre-tax and after-tax contributions and loan
\nrepayments of participants in the Union DC Plan deducted from the compensation
\nof participants in respect of the period prior to the Closing). Subject to
\nBuyer153s indemnification rights under Article 12, from and after the Closing,
\nBuyer and the Union DC Plan shall assume all assets and liabilities under the
\nUnion DC Plan and Seller shall have no obligation or liability for benefits
\nunder the Union DC Plan, and Buyer shall defend, indemnify and hold harmless
\nSeller against any and all claims, loss, liability or expense under or with
\nrespect to the Union DC Plan or arising out of any current or former Union
\nEmployee153s participation in the Union DC Plan, including claims for benefits
\nunder the Union DC Plan.<\/p>\n

Section 9.04. Defined Benefit Plans<\/em>. (a) With respect to the
\nRetirement Plan of Murphy Oil Corporation (as restated January 1, 2002), an
\nEmployee Plan that is a defined benefit plan intended to qualify under Section
\n401(a) of the Code, and its related trust (the “Seller DB
\nPlan<\/strong>“):<\/p>\n

65<\/p>\n

\n

(i) Each Non-Union Transferred Employee who is a participant in the Seller DB
\nPlan shall cease to be an active participant in the Seller DB Plan as of the
\nClosing; provided<\/em> that as of the Closing, Seller shall take all actions
\nnecessary to cause all Non-Union Transferred Employees to be fully vested in
\ntheir accrued benefits under the Seller DB Plan. Seller and the Seller DB Plan
\nshall retain all assets and liabilities thereunder, including responsibility for
\nall benefits with respect to each such Non-Union Transferred Employee under the
\nterms of the Seller DB Plan, and Seller shall retain any and all liability in
\nrespect of the Seller DB Plan, including, without limitation, all liability for
\nany and all contributions required to be made to the Seller DB Plan under the
\nterms of the Seller DB Plan or Applicable Law;<\/p>\n

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

(b) Effective as of the Closing, Buyer shall assume the sponsorship of the
\nRetirement Plan for Employees of Murphy Oil USA, Inc. Represented by
\nInternational Union of Operating Engineers AFL-CIO Local No. 305, Superior,
\nWisconsin (As Restated Generally Effective January 1, 2002, Including Amendments
\nMade Between 2002 and 2008), a defined benefit pension plan intended to qualify
\nunder Section 401(a) of the Code, and its related trust (the “Union DB
\nPlan<\/strong>“). Not later than the Closing, Seller shall make all contributions
\nto the Union DB Plan required to be made prior to the Closing under the Union DB
\nPlan or Applicable Law. Subject to Buyer153s indemnification rights under Article
\n12, from and after the Closing, Buyer and the Union DB Plan shall assume all
\nassets and liabilities under the Union DB Plan and Seller shall have no
\nobligation or liability for benefits under the Union DB Plan, and Buyer shall
\ndefend, indemnify and hold harmless Seller against any and all claims, loss,
\nliability or expense under or with respect to the Union DB Plan or arising out
\nof any current or former Union Employee153s participation in the Union DB Plan,
\nincluding claims for benefits under the Union DB Plan.<\/p>\n

Section 9.05. Credit for Past Service; Annual Bonus. <\/em>(a) Buyer shall
\ngrant (or cause its Affiliates to grant) each Transferred Employee credit for
\nyears of prior service with Seller or any of its Subsidiaries or their
\nrespective predecessors for all purposes under each “employee benefit plan”
\n(within the meaning of Section 3(3) of ERISA) sponsored or maintained by Buyer
\nor any of its Affiliates, including benefit accrual; provided,
\n<\/em>however, that such credit shall not result in a duplication of benefits.
\nBuyer and Seller agree to cooperate and exchange such information as is
\nnecessary to determine such service credit and avoid any such duplication of
\nbenefits. For the avoidance of doubt, Buyer shall credit each Transferred
\nEmployee with all paid time off and personal or sick leave credited and unused
\nby such Transferred Employee through the Closing Date.<\/p>\n

66<\/p>\n

\n

(b) Seller shall pay to each Transferred Employee in the first quarter of the
\n2012 calendar year, a pro rata amount of the annual bonus, if any, that
\notherwise would be payable under the Murphy Oil Corporation 2007 Annual
\nIncentive Plan to each Transferred Employee for the 2011 calendar year had such
\nemployee been employed by Seller or an Affiliate thereof on the last day of the
\ncalendar year. Such amount shall be equal to the amount otherwise payable to
\neach such Transferred Employee (had such Transferred Employee continued in
\nemployment with Seller) multiplied by a fraction, the numerator of which is the
\nnumber of days each such Transferred Employee was employed by Seller or an
\nAffiliate thereof in the year in which the Closing occurs, and the denominator
\nof which is 365.<\/p>\n

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

(b) Buyer shall (or shall cause its Subsidiaries to):<\/p>\n

(i) provide each Transferred Employee with credit towards the satisfaction of
\nall limitations as to any applicable pre-existing conditions, exclusions,
\nwaiting periods and actively-at-work requirements with respect to participation
\nand coverage requirements applicable to the Non-Union Transferred Employees
\nunder any health and welfare plans in which such Non-Union Transferred Employees
\nare eligible to participate after the Closing to the extent that such credit was
\nprovided to such Non- Union Transferred Employee under the applicable Seller
\nWelfare Plan; and<\/p>\n

67<\/p>\n

\n

(ii) for the plan year in which the Closing Date occurs, provide each
\nNon-Union Transferred Employee with credit for any co-payments and deductibles
\npaid prior to the Closing in satisfying any applicable deductible or
\nout-of-pocket requirements under any health and welfare plans that such
\nNon-Union Transferred Employees are eligible to participate in after the
\nClosing.<\/p>\n

Buyer and Seller agree to cooperate and exchange such information as is
\nnecessary in order for Buyer to comply with this Section 9.06(b).<\/p>\n

(c) Effective as of the Closing, Buyer shall assume the sponsorship of each
\nUnion Welfare Plan (other than the Union Welfare Plans set forth on Section
\n3.15(h)(ii) of the Seller Disclosure Schedule), which sponsorship shall include,
\nto the extent applicable, responsibility for “continuation coverage” required to
\nbe provided under each such Union Welfare Plan for “qualified beneficiaries”
\nunder Section 4980B of the Code and Sections 601-608 of ERISA;
\nprovided,<\/em> that Buyer shall not assume the sponsorship of any such Union
\nWelfare Plan that covers employees of Seller who are not Transferred Employees;
\nprovided, further,<\/em> that to the extent any Union Welfare Plan covers
\nemployees who are not Union Employees, Buyer shall not assume the sponsorship of
\nsuch Union Welfare Plan and Buyer shall provide coverage to Union Transferred
\nEmployees in accordance with the applicable provisions of the Collective
\nBargaining Agreement. Seller agrees to cooperate and provide such information as
\nis necessary for Buyer to provide such coverage to the Union Transferred
\nEmployees. For the avoidance of doubt, the Union Welfare Plans assumed by Buyer
\nshall not include the provision of retiree medical or other retiree benefits. In
\naccordance with Section 9.01(b), as of the Closing, Buyer shall provide the
\nmedical benefits required by the terms of the Collective Bargaining Agreement to
\nUnion Transferred Employees and their beneficiaries.<\/p>\n

(d) Effective as of the Closing, Seller shall transfer from medical and
\ndependent care flexible spending account plans of Seller and its Affiliates
\n(each, a “Seller FSA Plan<\/strong>“) to one or more medical and
\ndependent care flexible spending account plans established or designated by
\nBuyer (collectively, the “Buyer FSA Plan<\/strong>“), and Buyer shall
\nassume, the responsibility for account balances of Transferred Employees and for
\nthe obligations of the Seller FSA Plans to provide benefits to Transferred
\nEmployees with respect to such transferred account balances at or after the
\nClosing. As soon as reasonably practicable after the Closing Date, Seller shall
\nprovide Buyer with the account balance information relating to such transferred
\naccount balances. Each Transferred Employee shall continue to have payroll
\ndeductions made under the Buyer FSA Plan as most recently elected by him or her
\nunder the applicable Seller FSA Plan. Promptly after the Closing Date, Buyer
\nshall promptly reimburse Seller for benefits paid by the Seller FSA Plans with
\nrespect to the Seller FSA Plan year in which the<\/p>\n

68<\/p>\n

\n

Closing Date occurs to any Transferred Employee prior to the Closing to the
\nextent in excess of the payroll deductions made in respect of such Transferred
\nEmployee prior to Closing with respect to the Seller FSA Plan year in which the
\nClosing Date occurs. Promptly after the Closing, Seller shall transfer to Buyer
\nin cash any excess amount credited to the Seller FSA Plan that results from the
\nTransferred Employees153 payroll deductions credited to the Seller FSA Plan
\nexceeding the total amount of benefits that have been paid under the Seller FSA
\nPlan prior to the Closing with respect to the Seller FSA Plan153s plan year in
\nwhich the Closing Date occurs.<\/p>\n

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

(f) The treatment of the accounts of each Transferred Employee participating
\nin the Employee Stock Purchase Plan for Murphy Oil Corporation immediately prior
\nto the Closing shall be determined by the terms of such plan;
\nprovided<\/em>, that Seller shall take such actions as are necessary to cause
\nthe Union Employees to cease to be participants in the Employee Stock Purchase
\nPlan for Murphy Oil Corporation as of the Closing.<\/p>\n

Section 9.07. Retiree Welfare Benefits. <\/em>(a) Except as set expressly
\nforth in Section 9.07(b), Seller shall retain all liabilities and obligations
\nunder the Seller Group Insurance Plans and Seller and its Affiliates shall be
\nresponsible for all post-retirement medical, dental and life insurance
\n(“Seller Retiree Welfare Benefit<\/strong>“) coverage for any Business
\nEmployees, retired employees or eligible former employees, and their eligible
\ndependents and beneficiaries of Seller and its Affiliates. Seller and its
\nAffiliates also shall make available or cause to be made available Seller
\nRetiree Welfare Benefit coverage to any Business Employee who is not a Union
\nEmployee and who satisfies the eligibility requirements for a Seller Retiree
\nWelfare Benefit under the Seller Group Insurance Plans or other applicable plan
\nas of the Closing Date and elects to retire from active service with Seller on
\nor prior to the Closing Date, and any such Business Employee who is not a Union
\nEmployee who retires on or immediately prior to the Closing Date shall otherwise
\nbe considered a Business Employee for purposes of Article 9. Buyer shall have no
\nobligation or liability under the Seller Group Insurance Plans and Seller shall
\ndefend, indemnify and hold harmless Buyer and its Affiliates against any and all
\nclaims, loss, liability or expense under or relating to the Seller Group
\nInsurance Plans and any participation in any Seller Group Insurance Plan by any
\nBusiness Employee, retired employee or eligible former employee of Seller or its
\nAffiliates or any such employee153s eligible dependents and beneficiaries.<\/p>\n

69<\/p>\n

\n

(b) Effective as of the Closing and subject to the terms and conditions of
\nthe Collective Bargaining Agreement as in effect from time to time (or any
\nsubsequent applicable collective bargaining agreement), Buyer shall assume the
\nliabilities and provide for coverage for post-retirement medical and dental
\nbenefits for each Union Transferred Employee who elects to retire from active
\nservice with Buyer or its Affiliates following the Closing Date (the
\n“Buyer Retiree Medical Benefits<\/strong>“), to the extent that such
\nUnion Transferred Employee satisfies the eligibility requirements for
\npost-retirement medical and dental benefit coverage under or provided by the
\nCollective Bargaining Agreement. Buyer shall defend, indemnify and hold harmless
\nSeller and its Affiliates against any and all claims, loss, liability or expense
\nrelating to the Buyer Retiree Medical Benefits or arising out of any retired
\nUnion Transferred Employee153s claim for benefits with respect to any Buyer
\nRetiree Medical Benefits.<\/p>\n

Section 9.08. Workers153 Compensation. <\/em>Buyer153s workers153 compensation
\nprogram shall be responsible for all claims for benefits that are based upon
\nevents occurring at or after Closing by participating Transferred Employees.
\nSeller153s workers153 compensation program shall be responsible for all claims for
\nbenefits that are based upon events occurring prior to Closing by participating
\nBusiness Employees.<\/p>\n

Section 9.09. Withholding. <\/em>Buyer and Seller agree to comply with the
\nStandard Procedure described in Section 4 of Revenue Procedure 2004-53, 2004-2
\nC.B. 320 (the “Standard Procedure<\/strong>“). Seller shall, in
\naccordance with Revenue Procedure 2004-53, assume all responsibility for
\npreparing and filing Form W-2, Wage and Tax Statements; Form W-3, Transmittal of
\nIncome and Tax Statements; Form 941, Employer153s Quarterly Federal Tax Returns;
\nForm W-4, Employee153s Withholding Allowance Certificates; and Form W-5, Earned
\nIncome Credit Advance Payment Certificates (collectively, the “Employee
\nWithholding Documents<\/strong>“) with regard to wages paid to Transferred
\nEmployees through the Closing Date. Buyer shall assume all responsibility for
\npreparing and filing the Employee Withholding Documents with regard to wages
\npaid to Transferred Employees after the Closing Date. Buyer and Seller shall
\ncooperate in good faith to the extent necessary to permit each of them to comply
\nwith the Standard Procedure.<\/p>\n

Section 9.10. Allocation of Certain Liabilities. <\/em>Other than as
\nprovided in Section 2.04(d), Buyer shall be solely responsible for all
\nliabilities, obligations, costs and expenses (including reasonable attorneys153
\nfees) for all employment and other claims by any Transferred Employee arising
\nfrom the employment of such Transferred Employee by Buyer or its Affiliates at
\nor after the Closing relating to arbitrations, unfair labor practice charges,
\nemployment discrimination charges, wrongful termination claims, workers153
\ncompensation claims, any employment-<\/p>\n

70<\/p>\n

\n

related tort claim or other similar claims or charges of or by any
\nTransferred Employee. Other than as provided in Section 2.03(c), Seller shall be
\nsolely responsible for all liabilities, obligations, costs and expenses
\n(including reasonable attorneys153 fees) for all employment or other claims
\nrelating to arbitrations, unfair labor practice charges, employment
\ndiscrimination charges, wrongful termination claims, workers153 compensation
\nclaims, any employment-related tort claim or other similar claims or charges by
\nany Business Employee arising from the employment of such Business Employee by
\nSeller or its Affiliates prior to the Closing.<\/p>\n

Section 9.11. Employee Communications. <\/em>Seller and Buyer shall
\ncooperate in communications with Business Employees with respect to employee
\nbenefit plans maintained by Seller or Buyer and with respect to other matters
\narising in connection with the transactions contemplated by this Agreement.<\/p>\n

Section 9.12. Acknowledgement. <\/em>Buyer and Seller acknowledge and
\nagree that, except as provided in Section 9.02, nothing contained in this
\nAgreement shall be construed to limit in any way the rights of Buyer or its
\nAffiliates to terminate the employment, or modify the compensation, benefits or
\nother terms and conditions of employment, of any Transferred Employee from and
\nafter the Closing; provided<\/em> that such termination or modification is in
\naccordance with Applicable Law and the provisions of this Article 9. Buyer and
\nSeller further acknowledge and agree that nothing in this Agreement shall be
\nconstrued to limit in any way the rights of Buyer or its Affiliates to amend,
\nmodify or terminate any employee benefit plan, program, arrangement, policy or
\nagreement of Buyer or its Affiliates following the Closing.<\/p>\n

Section 9.13. No Third Party Beneficiaries. <\/em>Without limiting the
\ngenerality of Section 14.08, no provision of this Article 9 shall (a) create any
\nthird party beneficiary or other rights in any employee or former employee
\n(including any beneficiary or dependent thereof) of Seller or its Affiliates,
\nBuyer or any of its Affiliates or any other Person other than the parties hereto
\nand their respective successors and permitted assigns, (b) constitute or create
\nor be deemed to constitute or create an employment agreement or (c) constitute
\nor be deemed to constitute an amendment to any employee benefit plan sponsored
\nor maintained by Seller or its Affiliates or Buyer or its Affiliates.<\/p>\n

Section 9.14. Cooperation. <\/em>Each of Buyer and Seller recognize it to
\nbe in the best interests of the parties hereto and their respective employees
\nthat the transactions in this Article 9 be effected in an orderly manner and
\nagree to devote their respective best efforts and to cooperate fully in
\ncomplying with the provisions of this Article 9. Without limiting the generality
\nof the foregoing, each of the parties agrees to execute, deliver and file all
\ndocuments and to take all such actions as are deemed necessary or desirable in
\norder to carry out and perform the purposes of this Article 9 and to facilitate
\nthe transactions referred to in this Article 9.<\/p>\n

71<\/p>\n

\n

ARTICLE 10 <\/strong><\/p>\n

INTELLECTUAL PROPERTY MATTERS<\/p>\n

Section 10.01. License Grants. <\/em>Subject to the terms and conditions
\nset forth in this Article 10, effective as of Closing, Seller grants to Buyer:\n<\/p>\n

(a) a non-exclusive, perpetual, irrevocable, non-sublicensable,
\nnontransferable (except as otherwise set forth in Section 10.02), royalty-free,
\nfully paid up license to use the Owned Intellectual Property Rights but solely
\nto the extent currently used in the conduct of the Business (the “OIPR
\nLicense<\/strong>“); and<\/p>\n

(b) a non-exclusive, non-sublicensable, non-transferable (except as otherwise
\nset forth in Section 10.02), royalty-free, fully paid up license to use the
\nFranchise Licensed Marks during the FIPR Term in the conduct of the Continuing
\nPMPA Franchise Business but solely to the extent currently used in the conduct
\nof the Spur Franchise Business (the “FIPR License<\/strong>“, and
\ntogether with the OIPR License, the “Licenses<\/strong>“) (it being
\nunderstood that, for purposes of this clause (b), any and all use of the
\nFranchise Licensed Marks by Buyer hereunder shall inure to the benefit of
\nSeller, and Buyer shall use such Franchise Licensed Marks only in the form and
\nmanner currently used in the Spur Franchise Business)).<\/p>\n

Section 10.02. Transfer of Licenses. <\/em>In the event that Buyer sells,
\nassigns, transfers or otherwise disposes of the Business to another Person, or
\nin the event of a merger of Buyer with, or acquisition of Buyer or all or
\nsubstantially all of the assets of Buyer by, another Person, the Licenses may be
\ntransferred or assigned to such Person (a “Permitted
\nTransferee<\/strong>“) subject to such Person153s assumption in writing of the
\nobligations of Buyer set forth in this Agreement and such Licenses;
\nprovided<\/em> that no such assumption shall relieve Buyer of any of its
\nobligations hereunder or thereunder.<\/p>\n

Section 10.03. Licensed IPR. <\/em>(a) Subject to Section 10.03(c), at
\nClosing, Seller shall transfer, or cause to be transferred, to Buyer all of
\nSeller153s and its Subsidiaries153 right, title and interest in and to all Business
\nLicensed IPR to the extent such Business Licensed IPR are Transferable by Seller
\nor its Subsidiaries.<\/p>\n

(b) Subject to Section 10.03(c), at Closing, Seller shall grant, or cause to
\nbe granted, to Buyer a non-exclusive, perpetual, irrevocable, non-sublicensable,
\nnontransferable sublicense to use (solely to the extent currently used in the
\nconduct of the Business) any and all (i) Business Licensed IPR to the extent
\nsuch Business Licensed IPR are Licensable but not Transferable by Seller or its
\nSubsidiaries and (ii) Shared Licensed IPR to the extent such Shared Licensed IPR
\nare Licensable by Seller or its Subsidiaries.<\/p>\n

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

72<\/p>\n

\n

affect on the Business, Seller shall use commercially reasonable efforts to
\neffect a transfer (solely in the case of Business Licensed IPR) or sublicense
\n(subject to the terms and conditions set forth in Section 10.03(b)) to Buyer of
\nsuch Licensed IPR; provided <\/em>that (i) any cost or expense incurred in
\nconnection with such transfer or sublicense shall be borne solely and
\nexclusively by Buyer and (ii) in no event shall any such transfer or sublicense
\nimpose upon Seller any incremental obligation (other than any costs or expenses
\nin respect of which Seller will be reimbursed in full by Buyer), impair Seller153s
\nIntellectual Property Rights or other rights (it being understood that such
\ntransfer or sublicense, in and of itself, shall not constitute an impairment of
\nSeller153s rights) or otherwise result in any detriment to the business of Seller.\n<\/p>\n

(d) In the event that Buyer materially breaches any of the terms and
\nconditions set forth in Section 10.03(b) or Section 10.03(c) with respect to a
\nsublicense of Licensed IPR (an “LIPR Sublicense<\/strong>“) or any of the
\nterms and conditions set forth in a third party agreement granting Seller or an
\nAffiliate thereof, as the case may be, a license to such Licensed IPR (a
\n“Third Party License Agreement<\/strong>“), and such breach is not
\ncompletely and fully cured within the lesser of (i) the cure period, if any,
\napplicable to such breach set forth in the Third Party License Agreement and
\n(ii) 30 days after notice to Buyer identifying such breach, Seller shall have
\nthe right to terminate such LIPR Sublicense immediately upon notice to Buyer.
\nFor the avoidance of doubt, in the event that Buyer materially breaches any term
\nor condition of a Third Party License Agreement and such agreement does not
\nprovide for a cure period for such breach prior to termination of any license to
\nLicensed IPR, Buyer shall not be entitled to any cure period in respect of such
\nbreach prior to termination of the LIPR Sublicense for such Licensed IPR.<\/p>\n

Section 10.04. Restrictions on Use and Disclosure of Intellectual
\nProperty Rights. <\/em>Buyer shall not:<\/p>\n

(a) disclose any Owned Intellectual Property Right, Franchise Licensed Mark
\nor Licensed IPR to any Person except to the extent (i) necessary to exercise the
\nLicenses or any LIPR Sublicense, (ii) not prohibited by any Third Party License
\nAgreement or (iii) required under any Applicable Law;<\/p>\n

(b) challenge the validity or ownership of any Owned Intellectual Property
\nRight or Franchise Licensed Mark or claim adversely or assist in any claim
\nadverse to Seller concerning any right, title or interest in any such
\nIntellectual Property Rights; or<\/p>\n

(c) do or permit any act that may directly or indirectly impair or prejudice
\nany Owned Intellectual Property Right or Franchise Licensed Mark or be
\ndetrimental to the reputation and goodwill of Seller and its Affiliates.<\/p>\n

73<\/p>\n

\n

Section 10.05. Improvements. <\/em>For the avoidance of doubt, Buyer shall
\nnot be entitled to receive, and Seller and its Subsidiaries shall have no
\nobligation to provide, any improvements, modifications, enhancements or upgrades
\n(“Improvements<\/strong>“) made following the Closing Date by Seller or
\nits Subsidiaries to any Intellectual Property Rights.<\/p>\n

Section 10.06. Reservation of Rights. <\/em>Buyer acknowledges and agrees
\nthat (i) the Licenses and any LIPR Sublicense are the only licenses and
\nsublicenses granted herein to Buyer with respect to any Intellectual Property
\nRights and (ii) no other licenses or sublicenses whatsoever have been granted to
\nBuyer, expressly or by implication or estoppel, by the provisions of this
\nAgreement with respect to any Intellectual Property Rights. Any and all rights
\nin and to any Intellectual Property Rights not expressly granted to Buyer herein
\nare reserved and retained by Seller.<\/p>\n

Section 10.07. NO ADDITIONAL REPRESENTATIONS OR WARRANTIES. <\/em>EXCEPT
\nAS EXPRESSLY PROVIDED IN SECTION 3.11, THE LICENSES, ANY LIPR SUBLICENSE AND ANY
\nINTELLECTUAL PROPERTY RIGHTS PROVIDED PURSUANT TO THIS ARTICLE 10 ARE PROVIDED
\n“AS-IS” WITH NO REPRESENTATIONS OR WARRANTIES, AND SELLER AND ITS AFFILIATES
\nHEREBY EXCLUDE AND DISCLAIM ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES
\nWITH RESPECT TO THE LICENSES, ANY LIPR SUBLICENSE AND ANY INTELLECTUAL PROPERTY
\nRIGHTS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY REPRESENTATION OR
\nWARRANTY WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
\nTITLE OR NON-INFRINGEMENT.<\/p>\n

Section 10.08. LIMITATION OF LIABILITY. <\/em>IN NO EVENT SHALL SELLER OR
\nANY OF ITS AFFILIATES BE LIABLE FOR ANY DAMAGES RELATED TO OR ARISING FROM THE
\nEXERCISE OF THE LICENSES, ANY LIPR SUBLICENSE, ANY OTHER TRANSACTION
\nCONTEMPLATED BY THIS ARTICLE 10 OR BUYER153S, ANY OF ITS AFFILIATES153 OR ANY
\nPERMITTED TRANSFEREE153S USE OF ANY INTELLECTUAL PROPERTY RIGHTS.<\/p>\n

ARTICLE 11 <\/strong><\/p>\n

CONDITIONS TO CLOSING<\/p>\n

Section 11.01. Conditions to Obligations of Buyer and Seller. <\/em>The
\nobligations of Buyer and Seller to consummate the Closing are subject to the
\nsatisfaction, or waiver by each of Buyer and Seller, of the following
\nconditions:<\/p>\n

(a) All necessary filings and notifications under the HSR Act relating to the
\ntransactions contemplated hereby shall have been made and any applicable waiting
\nperiod under the HSR Act shall have expired or been terminated.<\/p>\n

74<\/p>\n

\n

(b) No order, ruling, judgment, injunction or decree, preliminary or
\notherwise, issued by any Governmental Authority of competent jurisdiction shall
\n(i) prohibit the consummation of the Closing or (ii) reasonably be expected to
\nhave a Material Adverse Effect on the effective operation of the Business (as it
\nis currently operated by Seller and its Subsidiaries) by Buyer after the
\nClosing.<\/p>\n

Section 11.02. Conditions to Obligation of Buyer. <\/em>The obligation of
\nBuyer to consummate the Closing is subject to the satisfaction, or waiver by
\nBuyer, of the following further conditions:<\/p>\n

(a) (i) Seller shall have performed in all material respects all of its
\nobligations hereunder required to be performed by it on or prior to the Closing
\nDate; (ii) the representations and warranties of Seller contained in this
\nAgreement and in any certificate or other writing delivered by Seller pursuant
\nhereto (disregarding any materiality or Material Adverse Effect or similar
\nqualifications contained therein) shall be true (prior to any amendment or
\nsupplements of the Seller Disclosure Schedule pursuant to Section 14.12) at and
\nas of the Closing Date, as if made at and as of such date (except for
\nrepresentations and warranties that are made as of a specific date, which
\nrepresentations and warranties shall be true as of such specific date,
\ndisregarding, for purposes of this parenthetical, the reference to “as of the
\ndate hereof” in the lead in clause to Article 3), with only such exceptions as
\nwould not in the aggregate reasonably be expected to have a Material Adverse
\nEffect; and (iii) Buyer shall have received a certificate signed by an executive
\nofficer of Seller on behalf of Seller to the foregoing effect.<\/p>\n

(b) Seller shall have delivered to Buyer a certificate, in accordance with
\nTreasury Regulations section 1.1445-2(b), duly executed and acknowledged,
\ncertifying that Seller is not a foreign person and, thus, is exempt from
\nwithholding pursuant to the Foreign Investment in Real Property Tax Act.<\/p>\n

(c) All consents and authorizations specified in Section 11.02(c) of the
\nSeller Disclosure Schedule required for the consummation of the transactions
\ncontemplated by this Agreement shall have been obtained and remain in effect.\n<\/p>\n

(d) The agreements specified in Section 11.02(d) of the Seller Disclosure
\nSchedule shall have been executed and delivered by the parties thereto (other
\nthan Seller or its Affiliates).<\/p>\n

(e) From the date of this Agreement to the Closing, there shall not have been
\nany event, occurrence, development or state of circumstances or facts that has
\nhad or would reasonably be expected to have, individually or in the aggregate, a
\nMaterial Adverse Effect.<\/p>\n

75<\/p>\n

\n

Section 11.03. Conditions to Obligation of Seller. <\/em>The obligation of
\nSeller to consummate the Closing is subject to the satisfaction, or waiver by
\nSeller, of the following further conditions:<\/p>\n

(a)(i) Buyer shall have performed in all material respects all of its
\nobligations hereunder required to be performed by it at or prior to the Closing
\nDate, (ii) the representations and warranties of Buyer contained in this
\nAgreement and in any certificate or other writing delivered by Buyer pursuant
\nhereto shall be true in all material respects (prior to any amendment or
\nsupplement of the Buyer Disclosure Schedule pursuant to Section 14.12) at and as
\nof the Closing Date, as if made at and as of such date (except for
\nrepresentations and warranties that are made as of a specific date, which
\nrepresentations and warranties shall be true as of such specific date,
\ndisregarding, for purposes of this parenthetical, the reference to “as of the
\ndate hereof” in the lead in clause to Article 4) and (iii) Seller shall have
\nreceived a certificate signed by an executive officer of Buyer on behalf of
\nBuyer to the foregoing effect.<\/p>\n

(b) Notice of this Agreement shall have been provided to the parties to the
\nConsent Decree in accordance with Paragraph 6 of the Consent Decree at least 30
\ndays prior to Closing, and a motion with the Consent Decree Court shall have
\nbeen filed to enter the Consent Decree Modification.<\/p>\n

ARTICLE 12 <\/strong><\/p>\n

SURVIVAL; INDEMNIFICATION<\/p>\n

Section 12.01. Survival. <\/em>(a) The representations and warranties of
\nthe parties hereto contained in this Agreement or in any certificate or other
\nwriting delivered pursuant hereto or in connection herewith shall survive the
\nClosing until the 18 month anniversary of the Closing Date; except that<\/p>\n

(i) the representations and warranties contained in Sections 3.14 (Employee;
\nLabor Issues), 3.15 (Employee Benefit Plans) and 3.18 (Tax Matters) shall
\nsurvive until 30 days following the expiration of the applicable statute of
\nlimitations,<\/p>\n

(ii) the representations, and warranties contained in Sections 3.01
\n(Corporate Existence and Power), 3.02 (Corporate Authorization), 3.13 (Finders153
\nFees), 4.01 (Corporate Existence and Power), 4.02 (Corporate Authorization),
\n4.07 (Finders153 Fees) and 4.08 (Inspections; No Other Representations),
\n(collectively, the “Fundamental Representations<\/strong>“) shall survive
\nindefinitely or until the latest date permitted by law, and<\/p>\n

(iii) the representations and warranties contained in Section 3.16
\n(Environmental Compliance) shall survive for a period of 2 years after the
\nClosing Date.<\/p>\n

(b) The covenants and agreements of the parties hereto contained in this
\nAgreement or in any certificate or other writing delivered pursuant hereto or in
\nconnection herewith shall survive the Closing indefinitely or for the shorter
\nperiod explicitly specified therein, except that for such covenants and
\nagreements that survive for such shorter period, breaches thereof shall survive
\nindefinitely or until<\/p>\n

76<\/p>\n

\n

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

Section 12.02. Indemnification. <\/em>(a) Effective at and after the
\nClosing and subject to the other provisions of this Article 12, Seller hereby
\nindemnifies Buyer and its Affiliates, and its and their respective successors
\nand assigns, and each of their respective directors and officers (or Persons in
\na similar capacity) and employees (each, a “Buyer Indemnified
\nParty<\/strong>“) against, and agrees to defend and hold each of them harmless
\nfrom, any and all damages, penalties, fines, costs, losses and expenses
\n(including reasonable attorneys153 fees and expenses in connection with any
\naction, suit or proceeding, including amounts paid in settlement)
\n(“Damages<\/strong>“) imposed upon or actually incurred or suffered by
\nany Buyer Indemnified Party to the extent such Damages are in connection with,
\nresulting from or arising out of:<\/p>\n

(i) any misrepresentation or breach of warranty (each such misrepresentation
\nand breach of warranty a “Warranty Breach<\/strong>“) or breach of
\ncovenant or agreement made or to be performed by Seller pursuant to this
\nAgreement or the certificate delivered pursuant to Section 11.02(a)(iii);<\/p>\n

(ii) any Excluded Liability; or<\/p>\n

(iii) the matter set forth on Section 12.02(a)(iii) of the Seller Disclosure
\nSchedule;<\/p>\n

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

77<\/p>\n

\n

(b) Effective at and after the Closing and subject to the other provisions of
\nthis Article 12, Buyer hereby indemnifies Seller and its Subsidiaries, and its
\nand their respective successors and assigns, and each of their respective
\ndirectors and officers (or Persons in a similar capacity) and employees (each, a
\n“Seller Indemnified Party<\/strong>“) against, and agrees to defend and
\nhold each of them harmless from, any and all Damages imposed upon or actually
\nincurred or suffered by any Seller Indemnified Party to the extent such Damages
\nare in connection with, resulting from or arising out of:<\/p>\n

(i) any Warranty Breach or breach of covenant or agreement made or to be
\nperformed by Buyer pursuant to this Agreement or the certificate delivered
\npursuant to Section 11.03(a)(iii);<\/p>\n

(ii) any Assumed Liability; or<\/p>\n

(iii) any liability which arises or could arise under the Spur Franchise
\nBusiness as a result of the consummation of the transactions contemplated by
\nthis Agreement;<\/p>\n

provided<\/em> that with respect to indemnification by Buyer for Warranty
\nBreaches pursuant to Section 12.02(b)(i), (A) Buyer shall not be liable for any
\nWarranty Breach where the amount of Damages with respect to such Warranty Breach
\ndoes not exceed the De Minimis Amount (and the amount of such Damages shall not
\nbe aggregated for purposes of clause (B)), (B) Buyer shall not be liable unless
\nthe aggregate amount of Damages with respect to such Warranty Breaches exceeds
\nthe Deductible and then only to the extent of such excess and (C) Buyer153s
\nmaximum liability for all such Warranty Breaches shall not exceed the Cap;
\nprovided<\/em>, further<\/em>, that (1) the foregoing limitations shall
\nnot apply to any claim for indemnification for any breach of a Fundamental
\nRepresentation and (2) when calculating the amount Damages for purposes of this
\nSection 12.02(b), representations and warranties shall be interpreted without
\ngiving effect to any materiality qualifier (e.g., “material”, “materiality”, or
\n“Material Adverse Effect”) contained therein.<\/p>\n

(c) Buyer and Seller agree that any payments made pursuant to this Section
\n12.02 shall be treated for all Tax purposes as an adjustment to the Purchase
\nPrice unless otherwise required by Applicable Law.<\/p>\n

Section 12.03. Third Party Claim Procedures. <\/em>(a) The party seeking
\nindemnification under this Article 12 (or any other provision of this Agreement
\nthat expressly provides for indemnification) (the “Indemnified
\nParty<\/strong>“) agrees to give prompt notice in writing to the party against
\nwhom indemnity is to be sought (the “Indemnifying Party<\/strong>“) of
\nthe assertion of any claim or the commencement of any suit, action or proceeding
\nby any third party (“Third Party Claim<\/strong>“) in<\/p>\n

78<\/p>\n

\n

respect of which indemnity may be sought under this Article or such other
\nprovision of this Agreement. Such notice shall set forth in reasonable detail
\nsuch Third Party Claim, including the amount thereof (estimated, if necessary,
\nand if then estimable), and the basis for indemnification (taking into account
\nthe information then available to the Indemnified Party). The failure to so
\nnotify the Indemnifying Party shall not relieve the Indemnifying Party of its
\nobligations hereunder, except to the extent such failure shall have actually
\nprejudiced the Indemnifying Party.<\/p>\n

(b) The Indemnifying Party shall be entitled to participate in the defense of
\nany Third Party Claim and, subject to the limitations set forth in this Section
\n12.03, shall be entitled to control and appoint lead counsel for such defense,
\nin each case at its own expense.<\/p>\n

(c) If the Indemnifying Party shall assume the control of the defense of any
\nThird Party Claim in accordance with the provisions of this Section 12.03, (i)
\nthe Indemnifying Party shall obtain the prior written consent of the Indemnified
\nParty (which shall not be unreasonably withheld) before entering into any
\nsettlement of such Third Party Claim, if the settlement does not expressly
\nunconditionally release the Indemnified Party and its affiliates from all
\nliabilities and obligations with respect to such Third Party Claim or the
\nsettlement imposes injunctive or other equitable relief against the Indemnified
\nParty or any of its affiliates, (ii) the Indemnified Party shall be entitled to
\nparticipate in the defense of any Third Party Claim and to employ separate
\ncounsel of its choice for such purpose and (iii) the Indemnified Party shall not
\nenter into any settlement of such Third Party Claim without the prior written
\nconsent of the Indemnifying Party. The fees and expenses of such separate
\ncounsel shall be paid by the Indemnified Party.<\/p>\n

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

79<\/p>\n

\n

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

Section 12.05. Calculation of Damages. <\/em>(a) The amount of any Damages
\npayable under this Article 12 (or any other provision of this Agreement that
\nexpressly provides for indemnification) by the Indemnifying Party shall be net
\nof any amounts recovered or recoverable by the Indemnified Party under
\napplicable insurance policies (including the Environmental Insurance Policy), or
\nfrom any other Person alleged to be responsible therefor and the present value
\nof any Tax benefit realized by the Indemnified Party arising from the incurrence
\nor payment of any such Damages. The present value of any such Tax benefit shall
\nbe computed (x) using a discount rate equal to the mid-term applicable federal
\nrate in effect at the time the relevant payment is made, (y) assuming that the
\nTax benefit will be used at the earliest date or dates allowable by Applicable
\nLaw and (z) using the maximum federal or state, as the case may be, corporate
\nTax rate in effect at the time the relevant payment is made. If the Indemnified
\nParty receives any amounts under applicable insurance policies (including the
\nEnvironmental Insurance Policy), or from any other Person alleged to be
\nresponsible for any Damages, subsequent to an indemnification payment by the
\nIndemnifying Party, then such Indemnified Party shall promptly reimburse the
\nIndemnifying Party for any payment made or expense incurred by such Indemnifying
\nParty in connection with providing such indemnification payment up to the amount
\nreceived by the Indemnified Party.<\/p>\n

(b) Notwithstanding anything to the contrary herein, the Indemnifying Party
\nshall not be liable under this Agreement for any (i) Damages relating to any
\nmatter to the extent that the Indemnified Party had been compensated for such
\nmatter pursuant to the adjustments under Sections 2.08 or 2.09, (ii)
\nconsequential, indirect, incidental, special, exemplary or punitive Damages or
\n(iii) Damages for lost profits or opportunities.<\/p>\n

(c) Each Indemnified Party must use its respective commercially reasonable
\nefforts to mitigate any loss for which such Indemnified Party seeks
\nindemnification under this Agreement. If such Indemnified Party mitigates its
\nloss after the Indemnifying Party has paid the Indemnified Party under any
\nindemnification provision of this Agreement in respect of that loss, the
\nIndemnified Party must notify the Indemnifying Party and pay to the Indemnifying
\nParty the extent of the value of the benefit to the Indemnified Party of that
\nmitigation within 5 Business Days after the benefit is received.<\/p>\n

80<\/p>\n

\n

(d) Each Indemnified Party shall use its respective commercially reasonable
\nefforts to collect any amounts available under insurance coverage (including
\nunder the Environmental Insurance Policy), or from any other Person potentially
\nresponsible, for any Damages payable under this Article 12 (or any other
\nprovision of this Agreement that expressly provides for indemnification).<\/p>\n

Section 12.06. Environmental Procedures. <\/em>Notwithstanding anything to
\nthe contrary in this Article 12, with respect to any claim for indemnification
\nhereunder for any Assumed Environmental Liability, Excluded Environmental
\nLiability or Warranty Breach of Section 3.16 (Environmental Compliance) or, to
\nthe extent relating to Permits required by Environmental Law, Section 3.17
\n(Permits), or any other claim for indemnification hereunder relating in any way
\nto any Environmental Law or any spill, release, emission, discharge, disposal or
\nrecycling of, or exposure to, any Hazardous Material (collectively,
\n“Environmental Matters<\/strong>“), Buyer and Seller agree, in addition
\nto any other relevant provisions set forth in this Article 12 (and in the case
\nof any conflict between the provisions of this Section 12.06 and any other
\nprovision in Article 12, the provisions of this Section 12.06 shall apply), as
\nfollows:<\/p>\n

(a) The costs of any Remedial Action, which costs are otherwise subject to
\nindemnification hereunder, shall be indemnified only to the extent such costs
\nmust be incurred to, in a reasonably cost-effective manner, meet the
\nrequirements of any applicable Environmental Law or meet the legally enforceable
\ndemands of any applicable Governmental Authority, using, where possible, risk
\nbased standards, engineering or institutional controls or deed or other
\nrestrictions so long as such standards, controls or restrictions do not
\nmaterially limit those industrial activities being performed on the applicable
\nproperty as of Closing.<\/p>\n

(b) The Indemnifying Party shall have no liability under this Agreement for
\nany Damages to the extent (i) arising out of any sampling or other invasive
\ninvestigation of the air, soil, soil gas, surface water, groundwater, building
\nmaterials or other environmental media or any disclosure, report or
\ncommunication to, or initiation or encouragement of any action by, any
\nGovernmental Authority or other third party relating to any Environmental
\nMatters except to the extent such investigation, sampling, disclosure, report,
\ncommunication, initiation or encouragement is required to be undertaken by an
\nEnvironmental Law or pursuant to the order or directive of any Governmental
\nAuthority; or (ii) arising in connection with any construction, renovation,
\nmodification, expansion, reconstruction, shutdown, demolition, financing or
\nclosure of any asset, facility or real property at or after Closing.<\/p>\n

(c) As between Buyer and Seller, the Indemnifying Party shall have the right
\nat its option to control such Environmental Matter, including the disclosure,
\ninvestigation, negotiation, performance, remediation, monitoring, settlement and
\nresolution of such matter. With respect to any Environmental Matter, (i) the\n<\/p>\n

81<\/p>\n

\n

controlling party shall keep the other party reasonably informed; and (ii)
\nboth parties agree to, and shall cause their Affiliates to, cooperate with the
\nother party in providing reasonable access to properties and facilities and
\nreasonably promptly provide each other with copies of all communications
\nrelating to such matter received from or delivered to any Person.<\/p>\n

(d) Buyer and Seller acknowledge that the Environmental Insurance Policy will
\ncontain its own procedures, including with respect to notice, cooperation and
\ndefense of claims, and that to the extent any of the provisions of this Article
\n12 conflict with the provisions of such Environmental Insurance Policy with
\nrespect to any claim that is submitted pursuant to such policy, the terms and
\nconditions of such Environmental Insurance Policy shall prevail, provided,
\nhowever,<\/em> the terms of such Environmental Insurance Policy shall in no way
\nlimit any right to indemnification provided under this Agreement.<\/p>\n

(e) No Indemnifying Party shall have liability under this Agreement for any
\nDamages to the extent such Damages are exacerbated by acts or omissions of or on
\nbehalf of the Indemnified Party or its Affiliates.<\/p>\n

(f) Notwithstanding anything else herein to the contrary, Seller shall have
\nno liability under this Agreement for any Damages relating to any Environmental
\nMatters to the extent arising from or relating to the coming into force of, or
\nthe change in, any requirement or obligation set forth in any Environmental Law
\nor Permit required by Environmental Law (or the interpretation or enforcement of
\nsuch Environmental Law or Permit), including any new or modified standard or
\nrequirement for Remedial Action, on or after Closing.<\/p>\n

Section 12.07. Assignment of Claims. <\/em>If the Indemnified Party
\nreceives any payment from an Indemnifying Party in respect of any Damages
\npursuant to Section 12.02 and the Indemnified Party potentially could have
\nrecovered all or a part of such Damages from a third party (a
\n“Potential Contributor<\/strong>“), the Indemnified Party shall assign
\nsuch of its rights to proceed against the Potential Contributor as are necessary
\nto permit the Indemnifying Party to recover from the Potential Contributor the
\namount of such payment.<\/p>\n

Section 12.08. Exclusivity. <\/em>Except as specifically set forth in this
\nAgreement, effective as of the Closing, Buyer (on behalf of itself and its
\nAffiliates) waives any rights and claims Buyer and its Affiliates may have
\nagainst Seller or any of its Affiliates or its or their respective officers,
\ndirectors or employees, whether in law or in equity, relating to the Business,
\nthe Purchased Assets or the transactions contemplated hereby. The rights and
\nclaims waived by Buyer include claims for contribution or other rights of
\nrecovery arising out of or relating to any Environmental Law (whether now or
\nhereinafter in effect), claims for breach of contract, breach of representation
\nor warranty, negligent misrepresentation and all other claims for breach of
\nduty. After the Closing, this Article 12 will provide the exclusive remedy for
\nany misrepresentation or<\/p>\n

82<\/p>\n

\n

breach of warranty or any breach of any covenant contained in Section 5.01.
\nNotwithstanding anything in the foregoing to the contrary, nothing in this
\nAgreement or any documents or certificates<\/strong> delivered in
\nconnection with this Agreement shall limit any liability for Fraud and the
\nlimitations on liability set forth in Section 12.02(a) and Section 12.02(b)
\nshall not apply to liabilities for Fraud.<\/p>\n

ARTICLE 13 <\/strong><\/p>\n

TERMINATION<\/p>\n

Section 13.01. Grounds for Termination. <\/em>This Agreement may be
\nterminated at any time prior to the Closing:<\/p>\n

(a) by mutual written agreement of Seller and Buyer;<\/p>\n

(b) by either Seller or Buyer if the Closing shall not have been consummated
\non or before the six month anniversary of the date of this Agreement;
\nprovided<\/em> that the right to terminate this Agreement pursuant to this
\nSection 13.01(b) shall not be available to any party whose breach of any
\nprovision of this Agreement results in the failure of the Closing to be
\nconsummated by such date;<\/p>\n

(c) by either Seller or Buyer if consummation of the transactions
\ncontemplated hereby would violate any nonappealable final order, decree or
\njudgment of any Governmental Authority having competent jurisdiction; or<\/p>\n

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

The party desiring to terminate this Agreement pursuant to Section 13.01(b)
\nor Section 13.01(c) shall give notice of such termination to the other party.\n<\/p>\n

Section 13.02. Effect of Termination. <\/em>If this Agreement is
\nterminated as permitted by Section 13.01, such termination shall be without
\nliability of either party (or any stockholder, director, officer, employee,
\nagent, consultant or representative of such party) to the other party to this
\nAgreement; provided<\/em> that if such termination shall result from the
\nwillful and knowing (i) failure of either<\/p>\n

83<\/p>\n

\n

party to fulfill a condition to the performance of the obligations of the
\nother party, (ii) failure to perform a covenant of this Agreement or (iii)
\nbreach by either party hereto of any representation or warranty or agreement
\ncontained herein, such party shall be fully liable for any and all Damages
\nincurred or suffered by the other party as a result of such failure or breach.
\nThe provisions of Sections 14.02, 14.03, 14.04, 14.05, 14.06, 14.07 and 14.09
\nshall survive any termination hereof pursuant to Section 13.01.<\/p>\n

ARTICLE 14 <\/strong><\/p>\n

MISCELLANEOUS<\/p>\n

Section 14.01. Notices. <\/em>All notices, requests and other
\ncommunications to any party hereunder shall be in writing (including facsimile
\ntransmission and electronic mail (“e-mail<\/strong>“) transmission, so
\nlong as a receipt of such e-mail is requested and received) and shall be given,\n<\/p>\n

if to Buyer, to:<\/p>\n

Calumet Specialty Products Partners, L.P.<\/p>\n

2780 Waterfront Pkwy E. Drive<\/p>\n

Suite 200<\/p>\n

Indianapolis, IN 46214<\/p>\n

Attention: Jennifer Straumins<\/p>\n

Facsimile No.: 317-328-5668<\/p>\n

E-mail: Jennifer.straumins@calumetspecialty.com<\/p>\n

with a copy (which shall not constitute notice) to:<\/p>\n

Latham & Watkins LLP<\/p>\n

717 Texas Avenue<\/p>\n

Suite 1600<\/p>\n

Houston, TX 77002<\/p>\n

Attention: J. Michael Chambers<\/p>\n

David Kurzweil<\/p>\n

Facsimile No.: 713-546-5401<\/p>\n

E-mail: michael.chambers@lw.com<\/p>\n

david.kurzweil@lw.com<\/p>\n

if to Seller, to:<\/p>\n

Murphy Oil Corporation<\/p>\n

200 Peach Street, P.O. Box 7000<\/p>\n

El Dorado, AR 71731<\/p>\n

Attention: Walter Compton<\/p>\n

Facsimile No.: (870) 864-6489<\/p>\n

E-mail: Walter_Compton@murphyoilcorp.com<\/p>\n

84<\/p>\n

\n

with a copy (which shall not constitute notice) to:<\/p>\n

Davis Polk & Wardwell LLP<\/p>\n

450 Lexington Avenue<\/p>\n

New York, New York 10017<\/p>\n

Attention: William L. Taylor<\/p>\n

Facsimile No.: (212) 701-5800<\/p>\n

E-mail: william.taylor@davispolk.com<\/p>\n

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

Section 14.02. Amendments and Waivers. <\/em>(a) Any provision of this
\nAgreement may be amended or waived if, but only if, such amendment or waiver is
\nin writing and is signed, in the case of an amendment, by each party to this
\nAgreement, or in the case of a waiver, by the party against whom the waiver is
\nto be effective.<\/p>\n

(b) Except as expressly set forth herein, no failure or delay by any party in
\nexercising any right, power or privilege hereunder shall operate as a waiver
\nthereof nor shall any single or partial exercise thereof preclude any other or
\nfurther exercise thereof or the exercise of any other right, power or privilege.
\nExcept as set forth in Section 12.08, the rights and remedies herein provided
\nshall be cumulative and not exclusive of any rights or remedies provided by law.\n<\/p>\n

Section 14.03. Expenses. <\/em>Except as otherwise provided herein, all
\ncosts and expenses incurred in connection with this Agreement shall be paid by
\nthe party incurring such cost or expense.<\/p>\n

Section 14.04. Successors and Assigns. <\/em>The provisions of this
\nAgreement shall be binding upon and inure to the benefit of the parties hereto
\nand their respective successors and assigns. No party may assign, delegate or
\notherwise transfer this Agreement or any of its rights or obligations hereunder
\nwithout the consent of each other party hereto; provided, however<\/em>, that
\neach party may assign either this Agreement or any of its rights, interests or
\nobligations hereunder, without the prior written approval of the other party,
\n(i) to its (direct or indirect) wholly owned Subsidiary or (ii) collaterally to
\na lender of such party as security for borrowed funds; provided
\nfurther,<\/em> that no such assignment shall (A) relieve any party from any of
\nits obligations or liabilities under this Agreement or (B) delay, impair or
\nimpede the consummation of the transactions contemplated by this Agreement or
\nthe performance of such party153s obligations hereunder.<\/p>\n

85<\/p>\n

\n

Section 14.05. Governing Law. <\/em>This Agreement shall be governed by
\nand construed in accordance with the law of the State of New York, without
\nregard to the conflicts of law rules of such state.<\/p>\n

Section 14.06. Jurisdiction. <\/em>The parties hereto agree that any suit,
\naction or proceeding seeking to enforce any provision of, or based on any matter
\narising out of or in connection with, this Agreement or the transactions
\ncontemplated hereby shall be brought in the United States District Court for the
\nSouthern District of New York or any New York State court sitting in New York
\nCity, so long as one of such courts shall have subject matter jurisdiction over
\nsuch suit, action or proceeding, and that any cause of action arising out of
\nthis Agreement shall be deemed to have arisen from a transaction of business in
\nthe State of New York, and each of the parties hereby irrevocably consents to
\nthe exclusive jurisdiction of such courts (and of the appropriate appellate
\ncourts therefrom) in any such suit, action or proceeding and irrevocably waives,
\nto the fullest extent permitted by law, any objection that it may now or
\nhereafter have to the laying of the venue of any such suit, action or proceeding
\nin any such court or that any such suit, action or proceeding brought in any
\nsuch court has been brought in an inconvenient forum. Process in any such suit,
\naction or proceeding may be served on any party anywhere in the world, whether
\nwithin or without the jurisdiction of any such court. Without limiting the
\nforegoing, each party agrees that service of process on such party as provided
\nin Section 14.01 shall be deemed effective service of process on such party.\n<\/p>\n

Section 14.07. WAIVER OF JURY TRIAL. <\/em>EACH OF THE PARTIES HERETO
\nHEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
\nPROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS
\nCONTEMPLATED HEREBY.<\/p>\n

Section 14.08. Counterparts; Effectiveness; Third Party Beneficiaries.
\n<\/em>This Agreement may be signed in any number of counterparts, each of which
\nshall be an original, with the same effect as if the signatures thereto and
\nhereto were upon the same instrument. This Agreement shall become effective when
\neach party hereto shall have received a counterpart hereof signed by the other
\nparty hereto. Until and unless each party has received a counterpart hereof
\nsigned by the other party hereto, this Agreement shall have no effect and no
\nparty shall have any right or obligation hereunder (whether by virtue of any
\nother oral or written agreement or other communication). Except as provided with
\nrespect to indemnification of Indemnified Parties as set forth in Article 12, no
\nprovision of this Agreement is intended to confer any rights, benefits,
\nremedies, obligations, or liabilities hereunder upon any Person other than the
\nparties hereto and their respective successors and permitted assigns;
\nprovided<\/em> that any claim for indemnification by an Indemnified Party may
\nonly be asserted against an Indemnifying Party if such Indemnified Party has
\nreceived the express written consent of Buyer or Seller, as applicable, and a
\ncopy of such consent is delivered to the Indemnifying Party prior to the
\nassertion of any such claims.<\/p>\n

86<\/p>\n

\n

Section 14.09. Entire Agreement. <\/em>This Agreement (including the
\nschedules and exhibits referred to in this Agreement) and the Confidentiality
\nAgreement constitute the entire agreement between the parties with respect to
\nthe subject matter hereof and thereof and supersede all prior agreements and
\nunderstandings, both oral and written, between the parties with respect to the
\nsubject matter hereof and thereof.<\/p>\n

Section 14.10. Bulk Sales Laws. <\/em>Buyer and Seller each hereby waive
\ncompliance by Seller with the provisions of the “bulk sales,” “bulk transfer” or
\nsimilar laws of any state.<\/p>\n

Section 14.11. Severability. <\/em>If any term, provision, covenant or
\nrestriction of this Agreement is held by a court of competent jurisdiction or
\nother Governmental Authority to be invalid, void or unenforceable, the remainder
\nof the terms, provisions, covenants and restrictions of this Agreement shall
\nremain in full force and effect and shall in no way be affected, impaired or
\ninvalidated so long as the economic or legal substance of the transactions
\ncontemplated hereby is not affected in any manner materially adverse to any
\nparty. Upon such a determination, the parties shall negotiate in good faith to
\nmodify this Agreement so as to effect the original intent of the parties as
\nclosely as possible in an acceptable manner in order that the transactions
\ncontemplated hereby be consummated as originally contemplated to the fullest
\nextent possible.<\/p>\n

Section 14.12. Disclosure Schedules. <\/em>(a) Seller and Buyer have set
\nforth information on the Seller Disclosure Schedule and Buyer Disclosure
\nSchedule, as applicable, in a section thereof that corresponds to the section of
\nthis Agreement to which it relates. A matter set forth in one section of the
\napplicable Disclosure Schedule need not be set forth in any other section of the
\napplicable Disclosure Schedule so long as its relevance to such other section of
\nthe applicable Disclosure Schedule or to a section of this Agreement is
\nreasonably apparent on the face of the information disclosed therein. The
\nparties acknowledge and agree that (i) the Seller Disclosure Schedule or Buyer
\nDisclosure Schedule may include certain items and information solely for
\ninformational purposes for the convenience of Buyer or Seller, as applicable,
\nand (ii) the disclosure by a party of any matter in the applicable Disclosure
\nSchedule shall not be deemed to constitute an acknowledgment by such party that
\nthe matter is required to be disclosed by the terms of this Agreement or that
\nthe matter is material.<\/p>\n

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

87<\/p>\n

\n

Disclosure Schedule so as to render such Disclosure Schedule true and correct
\nin all respects, shall cure any misrepresentation or breach of warranty for
\npurposes of this Agreement, including for purposes of determining whether the
\nconditions set forth in Article 11 have been satisfied at Closing or for
\npurposes of the other party153s right to indemnification as provided in Article 12
\nand (ii) to the extent relating to any matter of which such party has become
\naware after the date hereof, shall cure any misrepresentation or breach of
\nwarranty for purposes of this Agreement, including for purposes of determining
\nwhether the conditions set forth in Article 11 have been satisfied at Closing;
\nprovided further, <\/em>that, if the Closing occurs, each party shall be
\ndeemed to have waived any right to indemnification pursuant to Article 12 with
\nrespect to any matter disclosed pursuant to clause (ii) above.<\/p>\n

Section 14.13. Construction and Interpretation. <\/em>The parties hereto
\nagree that any rule of construction to the effect that ambiguities are to be
\nresolved against the drafting party shall not be applied in the construction or
\ninterpretation of this Agreement.<\/p>\n

Section 14.14. Specific Performance. <\/em>The parties hereto agree that
\nirreparable damage would occur if any provision of this Agreement were not
\nperformed in accordance with the terms hereof and that the parties shall be
\nentitled to an injunction or injunctions to prevent breaches of this Agreement
\nor to enforce specifically the performance of the terms and provisions hereof in
\nany court set forth in Section 14.06, in addition to any other remedy to which
\nthey are entitled at law or in equity.<\/p>\n

88<\/p>\n

\n

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
\nexecuted by their respective authorized officers as of the day and year first
\nabove written.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.<\/p>\n

By: Calumet GP, LLC, its general partner<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Jennifer Straumins<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Jennifer Straumins<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

President and Chief Operating Officer<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

MURPHY OIL CORPORATION<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n\n

\/s\/ Tom McKinlay<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n\n

Tom McKinlay<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n\n

Executive Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

[Signature Page to Asset Purchase Agreement] <\/em><\/p>\n

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