CONFORMED COPY AMENDED AND RESTATED TAX MATTERS AGREEMENT

 

                                                               EXHIBIT 2.2

 

                                                               CONFORMED COPY

 

 

                         AMENDED AND RESTATED TAX MATTERS   AGREEMENT   dated

                    as of April 27, 2005 (the "TMA" or   "Agreement")   among

                    Ashland Inc., a Kentucky corporation   ("Ashland"),   ATB

                    Holdings, Inc., a Delaware corporation ("HoldCo"),   EXM

                    LLC, a Kentucky limited liability company ("New Ashland

                    LLC"),   New EXM   Inc.,   a   Kentucky   corporation   ("New

                    Ashland Inc."),   Marathon Oil Company,   an Ohio Company

                    ("Marathon   Company"),    Marathon   Oil   Corporation,   a

                     Delaware   corporation   ("Marathon"),   Marathon Domestic

                    LLC,   a Delaware   limited   liability   company   ("Merger

                    Sub") and Marathon   Ashland   Petroleum   LLC, a Delaware

                    limited liability company owned by Marathon Company and

                    Ashland ("MAP").

 

 

                  WHEREAS,   Ashland is the common   parent of an   affiliated

group of   domestic   corporations   that   has   elected   to file   consolidated

Federal income tax returns.

 

                  WHEREAS,   Marathon is the common   parent of an affiliated

group of   domestic   corporations   that   has   elected   to file   consolidated

Federal income tax returns (the "Marathon Affiliated Group").

 

                  WHEREAS,   Ashland and Marathon   Company,   a   wholly-owned

subsidiary of Marathon,   own all the limited liability company interests in

MAP, which is treated for Federal income tax purposes as a partnership.

 

                  WHEREAS,   Ashland   and   Marathon   and   certain   of   their

respective   related parties have entered into the Master Agreement pursuant

to which they have agreed to engage in the transactions contemplated by the

Transaction   Agreements   and the Ancillary   Agreements,   as those terms are

defined in the Master Agreement (collectively, the "Transactions").

 

                  WHEREAS, as part of the Transactions,   HoldCo will become

the   common   parent of the   Ashland   Affiliated   Group in a series of steps

which are intended to qualify as a reorganization described in Code Section

368(a)(1)(F) (the "F Reorganization").

 

                  WHEREAS,   as part of the F   Reorganization,   Ashland will

contribute   its Membership   Interest and the Acquired   Businesses to HoldCo

and will   merge   with and into New   Ashland   LLC,   which   will   assume   all

obligations of Ashland, including the obligations of Ashland under this TMA

(the "F Reorganization Merger").

 

                  WHEREAS,   as part of the Transactions,   MAP will redeem a

portion of Ashland's interest in MAP in exchange for a distribution of cash

and MAP accounts receivable, as set forth in the Master Agreement (the "MAP

Partial Redemption").

 

                  WHEREAS,   as part of the   Transactions,   New   Ashland LLC

will   merge   with   and   into   New   Ashland   Inc.,   which   will   assume   all

obligations of New Ashland LLC,   including the obligations that New Ashland

LLC assumed from Ashland (the "Conversion Merger").

 

                  WHEREAS,   as part of the   Transactions,   (i) HoldCo   will

distribute, to the former holders of the stock of Ashland, all the stock of

New Ashland   Inc. in a   transaction   intended to qualify as a   distribution

described in Code Section 355 (the   "Spinoff"),   and (ii) HoldCo will merge

with   and   into   Merger   Sub in a   transaction   intended   to   qualify   as a

reorganization   described in Code Section   368(a)(1)(A)   (the   "Acquisition

Merger") and as a result of such merger, HoldCo will cease to exist.

 

                  WHEREAS after the Acquisition Merger,   Marathon may cause

Merger Sub to   contribute   all or a portion   of the assets and   liabilities

that it acquired in the   Acquisition   Merger to a newly formed   corporation

that is a wholly-owned,   direct subsidiary of Merger Sub or,   alternatively

Marathon   may   contribute   Merger   Sub   to   a   wholly-owned   subsidiary   of

Marathon.

 

                  WHEREAS,   immediately after the Spinoff, New Ashland Inc.

will be the common parent of an affiliated   group of domestic   corporations

that elects to file consolidated Federal income tax returns, which will not

include HoldCo (the "New Ashland Inc. Affiliated Group").

 

                  WHEREAS   the   parties   to this TMA wish to   allocate   and

assign   certain   Tax   responsibilities,    liabilities   and   benefits   among

themselves and to provide for certain other Tax matters.

 

                  WHEREAS   the parties   entered   into the   original   TMA on

March 18, 2004.

 

                  WHEREAS the parties have entered into   Amendment No. 1 to

the Master   Agreement,   dated April 27, 2005 ("Amendment No. 1"),   amending

certain terms of the Master Agreement.

 

                  WHEREAS   the   parties   wish to amend and   restate   in its

entirety this TMA.

 

                  NOW, THEREFORE,   in consideration of the mutual covenants

and agreements contained in this TMA, the parties agree as follows:

 

                                 ARTICLE I

 

                                Definitions

 

                  As used in this Agreement, the following terms shall have

the following meaning:

 

                   "Acquired Businesses" means the "Maleic Business" and the

"VIOC Centers", as each such term is defined in the Master Agreement.

 

                  "Acquisition   Merger"   has the   meaning   set forth in the

ninth WHEREAS clause of this TMA.

 

                   "affiliate" has the meaning   ascribed to such term in the

Master Agreement.

 

                  "affiliated    group"    means   an    affiliated    group   of

corporations   within the   meaning of Code   Section   1504(a) for the taxable

period in question.

 

                  "Ashland   Affiliated Group" means the affiliated group of

domestic   corporations that has elected to file consolidated Federal income

tax returns of which Ashland (and immediately   after the F   Reorganization,

HoldCo) is the common parent.

 

                  "Ashland   Group"   means   (i) the   corporations   that   are

members of the   Ashland   Affiliated   Group and (ii) the   corporations   that

would be members of the Ashland Affiliated Group but for the fact that they

are not includible corporations under Code Section 1504(b).

 

                  "Ashland   Asbestos   Liabilities"   means any obligation of

Ashland or any of its   present or former   subsidiaries   (including   but not

limited to Riley Stoker Inc.)   relating to claims made at any time that are

attributable   to   allegations   of   exposure   to   asbestos   on or before the

Closing Date with respect to Residual   Business   Operations,   to the extent

that New Ashland Inc. or any member of the New Ashland Inc. Group is liable

for such obligation after the Closing Date.

 

                  "Ashland Employee   Liabilities"   means (i) any obligation

of Ashland or any of its present or former   subsidiaries   for any   Employee

Benefit   Obligation   to be   provided   to or on behalf of   present or former

employees   of   Ashland   or any   such   subsidiaries   for   services   that are

attributable to Residual Business   Operations or to the HoldCo   Businesses,

in each case that are   performed   on or before   the   Closing   Date,   to the

extent that New Ashland Inc. or any member of the New Ashland Inc. Group is

liable for such   obligation   after the Closing Date and (ii) any obligation

pursuant to the   exercise of any Option by any current or former   employees

of HoldCo   Businesses or Residual   Business   Operations with respect to the

capital stock of Ashland, HoldCo or New Ashland Inc.

 

                  "Ashland Environmental   Liabilities" means any obligation

of Ashland or any of its present or former subsidiaries   relating to claims

made at any   time for   environmental   damages   or   remediation   or   similar

expenses arising from acts,   omissions or conditions   occurring or existing

on or before the Closing Date that are   attributable   to Residual   Business

Operations or to the HoldCo Businesses, to the extent that New Ashland Inc.

or any member of the New Ashland Inc.   Group is liable for such   obligation

after the Closing Date.

 

                  "Ashland   Residual   Operations    Liabilities"   means   any

obligation of Ashland or any of its present or former   subsidiaries that is

attributable to Residual Business   Operations or to the HoldCo   Businesses,

including but not limited to Ashland Asbestos Liabilities, Ashland Employee

Liabilities and Ashland   Environmental   Liabilities,   but shall not include

any   associated   defense   costs   incurred   by New   Ashland   Inc.   after the

Closing.

 

                  "Bankruptcy Event" means, with respect to any Person, the

occurrence or existence of any of the following events or conditions:   such

Person (1) is dissolved   (other than the   dissolution   of a   transferor   in

connection   with a   transfer   to a   successor   as   contemplated   by Section

10.15); (2) admits in writing its inability generally to pay its debts; (3)

makes a general assignment for the benefit of its creditors; (4) institutes

or has instituted   against it a proceeding seeking a judgment of insolvency

or bankruptcy or any similar   relief under any bankruptcy or insolvency law

or   other   similar   law   affecting   creditors'   rights,   or a   petition   is

presented   for its winding up or   liquidation   and, in the case of any such

proceeding or petition   instituted or presented against it, such proceeding

or petition (A) results in a judgment of   insolvency   or   bankruptcy or the

entry of an order   for   similar   relief   or the   making of an order for its

winding up or liquidation   or (B) is not dismissed or discharged   within 60

days of the institution or filing thereof;   (5) has a resolution   passed by

its Board of Directors   for its winding up or   liquidation   (other than the

winding up or liquidation of a transferor in connection   with a transfer to

a successor as contemplated by Section 10.15);   (6) consents to, or becomes

subject   to an order or   judgment   providing   for,   the   appointment   of an

administrator,   receiver,   trustee, custodian or other similar official for

it or for all or substantially   all its assets and, in the case of an order

or judgment, such judgment or order is not dismissed, discharged, stayed or

restrained   in each   case   within   sixty   (60)   days of the entry or making

thereof;   or (7) takes any action in furtherance of, or expressly indicates

its consent to, approval of, or acquiescence in, any of the foregoing.

 

                  "Bankruptcy   Party" has the   meaning set forth in Section

8.02(c) of this TMA.

 

                  "Bankruptcy   Tax   Claims"   has the   meaning   set forth in

Section 8.02(c) of this TMA.

 

                  "Basket   One Amount" has the meaning set forth in Section

5.02(b)(i) of this TMA.

 

                  "Basket   One Cap" has the   meaning   set forth in   Section

5.02(b)(ii)(C) of this TMA.

 

                  "Basket One Cap Base Amount" has the meaning set forth in

Section 5.02(b)(ii)(C).

 

                  "Basket One Cap   Carryforward"   has the meaning set forth

in Section 5.02(b)(ii)(C) of this TMA.

 

                  "Basket   One   Deductions"   has the   meaning   set forth in

Section 5.02(b)(ii)(B) of this TMA.

 

                  "Basket   One Tax   Rate"   has the   meaning   set   forth   in

Section 5.02(b)(ii)(A) of this TMA.

 

                  "Basket   Two Amount" has the meaning set forth in Section

5.02(c)(i) of this TMA.

 

                  "Basket   Two   Carryovers"   has the   meaning   set forth in

Section 5.02(c)(ii)(B) of this TMA.

 

                  "Basket   Two   Deductions"   has the   meaning   set forth in

Section 5.02(c)(ii)(A) of this TMA.

 

                   "Closing"   and Closing Date" have the meanings set forth

in the Master Agreement.

 

                  "Closing   Agreement"   means the closing   agreement   to be

entered into by   Marathon,   Ashland,   New Ashland Inc. and certain   related

parties   and the IRS with   respect   to the   Transactions   pursuant   to Code

Section 7121 and   described   in Section 5.01 of this Tax Matters   Agreement

received by Ashland and   Marathon   with respect to the   Transactions   on or

before the Closing Date.

 

                  "Code"   means   the   Internal   Revenue   Code of   1986,   as

amended.

 

                  "Conversion   Merger"   has the   meaning   set   forth in the

eighth WHEREAS clause of this TMA.

 

                  "Detroit   Facility"   means MAP's $325   million   borrowing

facility   provided by   Marathon   Company as lender,   the   proceeds of which

facility are used for the sole   purpose of funding an   expansion   and clean

fuels modification project at MAP's Detroit refinery.

 

                  "Employee    Benefit    Obligation"   means   any   obligation

(whether   current or deferred)   for any   compensation,   pension,   severance

payment,   medical,   retirement or disability benefit, life insurance or any

similar employee benefit.

 

                  "Escrow"   means   the   escrow   created   under   the   Escrow

Agreement.

 

                  "Escrow   Agreement"   has the meaning set forth in Section

6.02(a) of this TMA.

 

                  "Escrow   Threshold"   has the meaning set forth in Section

6.02(c)(i)(B) of this TMA.

 

                  "Excess Section 355(e) Taxes" means the excess, if any of

the total amount of Section 358(d)(1) Adjustment Taxes over $75 million.

 

                   "Extraordinary   Events"   means   (i)   unforeseen   funding

requirements   resulting   from damage to MAP   properties by storm,   fire, or

similar   catastrophic   events,   or (ii)   unforeseen   expenditures   that are

mandated by law, regulation or administrative ruling, in each case that are

promulgated after the Closing Date.

 

                  "F   Reorganization   Merger"   has the meaning set forth in

the sixth WHEREAS clause of this TMA.

 

                  "Federal Tax Benefit   Payments" has the meaning set forth

in Section 5.02(a)(i) of this TMA.

 

                  "Final   Determination"   means   the   final   resolution   of

liability   for any Tax for any   taxable   period by or as a result of: (i) a

final and   unappealable   decision,   judgment,   decree or other order by any

court of competent jurisdiction; (ii) a final closing agreement (other than

the Closing   Agreement) or accepted offer in compromise under Code Sections

7121 or   7122,   or a   comparable   agreement   under   the   laws of any   other

jurisdiction,   which   resolves   the   entire   Tax   liability   for the entire

taxable   period;   (iii) a duly   executed   IRS   Form 870 or   870-AD   (or any

successor   forms   thereto),   on the date   such form is   effective,   or by a

comparable form under the laws of other   jurisdictions;   except that a Form

870 or 870-AD or comparable form that reserves   (whether by its terms or by

operation   of law) the right of the   taxpayer   to file a claim   for   Refund

and/or the right of the Tax Authority to assert a further   deficiency shall

not constitute a Final Determination with respect to the right so reserved;

(iv) any   allowance of a Refund or credit in respect of an   overpayment   of

such Tax, but only after the   expiration   of all periods   during which such

Refund may be recovered   (including   by way of offset) by the   jurisdiction

imposing such Tax; (v) the execution of a closing agreement with respect to

a pre-filing   agreement   described in Rev. Proc. 2001-22, or (vi) any other

final disposition by reason of the expiration of the applicable   statute of

limitations or by mutual agreement of the parties hereto.

 

                  "Fully   Funded"   has the   meaning   set   forth in   Section

6.02(c)(i)(A) of this TMA.

 

                  "HoldCo Businesses" means the Acquired Businesses and the

JV Interests.

 

                  "Income   Taxes" means any Taxes   imposed on or determined

by   reference   to gross or net income or   profits   or any other   measure of

income or profits.

 

                  "Independent Entity" has the meaning set forth in Section

9.01 of this TMA.

 

                  "Inflation   Factor"   means the U.S.   GDP   Implicit   Price

Deflator,   which   shall be applied   annually   to adjust   prices to constant

dollar   amounts   beginning with the calendar year following the year of the

Closing Date.

 

                  "IRS" means the U.S. Internal Revenue Service.

 

                  "JV Interests"   means the   "Membership   Interest" and the

"LOOP/LOCAP   Interests",   as   each   such   term   is   defined   in the   Master

Agreement.

 

                   "JV   Entities"   means the   entities   wholly or   partially

owned, directly or indirectly, through the ownership of the JV Interests.

 

                  "MAP   LLC   Agreement"   means   the   Amended   and   Restated

Limited   Liability Company Agreement of MAP, dated as of December 31, 1998,

as amended to the date of this TMA.

 

                  "Marathon   Affiliated Group" has the meaning set forth in

the second WHEREAS clause of this TMA.

 

                  "Marathon   Group"   means   (i) the   corporations   that are

members of the Marathon   Affiliated   Group and (ii) the   corporations   that

would be members   of the   Marathon   Affiliated   Group but for the fact that

they are not includible corporations under Code Section 1504(b),   including

in both cases,   beginning on the day after the Closing Date, former members

of the Ashland Group that become members of the Marathon Group by reason of

the Acquisition Merger.

 

                  "Marathon   Portion"   has the meaning set forth in Section

2.05 of this TMA.

 

                   "Marathon   Tax Matter" means any Tax Item arising from or

related to the   ownership or   operation of HoldCo or the HoldCo   Businesses

attributable to a Post-Closing Period.

 

                  "Master Agreement" means the Master Agreement dated as of

March 18, 2004, among Ashland,   HoldCo,   New Ashland LLC, New Ashland Inc.,

Marathon, Marathon Company, Merger Sub and MAP, as amended by Amendment No.

1.

 

                  "Net Deduction   Method" means,   with respect to Specified

Liability Deductions, the deduction of such amounts as they are accrued and

recognized   under the   accrual   method   of   accounting,   net of actual   and

anticipated   insurance   recoveries   determined   under the accrual method of

accounting, in each case applied consistently from year to year.

 

                  "New Ashland Inc.   Affiliated   Group" has the meaning set

forth in the eleventh WHEREAS clause of this TMA.

 

                  "New Ashland Inc. Group" means (i) the corporations   that

are   members   of the   New   Ashland   Inc.   Affiliated   Group   and   (ii)   the

corporations that would be members of the New Ashland Inc. Affiliated Group

but for the fact   that   they are not   includible   corporations   under   Code

Section 1504(b).

 

                  "New Ashland   Inc.   Portion" has the meaning set forth in

Section 2.05 of this TMA.

 

                  "New   Ashland   Inc.   Tax   Matter"   means any Tax Item (i)

arising   during   a   Pre-Closing   Period   or   (ii)   from   or   related   to   a

Post-Closing Period that is not a Marathon Tax Matter.

 

                  "Non-Bankruptcy   Party"   has the   meaning   set   forth   in

Section 8.02(c) of this TMA.

 

                  "Non-Federal   Tax   Benefit   Payment"   has the meaning set

forth in Section 5.02(a)(i) of this TMA.

 

                   "Option"   means any   compensatory   stock   option,   stock

appreciation right, restricted stock or similar instrument.

 

                  "Other Taxes" means any Taxes other than Income Taxes.

 

                  "Pass-Though   Items"   mean any Tax Items   that are passed

through to, and reportable on the Tax Returns of, one or more of the owners

of MAP or any other JV Entity   and that   could   result   in an   increase   or

decrease in any such owner's liability for Taxes.

 

                  "Post-Closing   Period" means any taxable   period,   and in

the case of a Straddle   Period the   portion of any such   period,   beginning

after the Closing Date.

 

                  "Pre-Closing    Period"   means   the   Pre-Closing    Taxable

Periods, and the portion of any Straddle Period ending on the Closing Date.

 

                  "Pre-Closing   Taxable   Period"   means any taxable   period

ending on or before the Closing Date.

 

                  "Refund"   means   any   refund   of   Taxes,    including   any

reductions   of   Taxes   paid or   payable   by means of   credits,   offsets   or

otherwise.

 

                  "Residual   Business   Operations"   means   former   business

operations of Ashland or any current or former member of the Ashland Group,

in each case determined as of the date of this Agreement,   that will not be

transferred or deemed to be transferred to New Ashland Inc. pursuant to the

Conversion Merger.

 

                  "Section   355(e) Tax Claim" has the   meaning set forth in

Section 8.02(e) of this TMA.

 

                  "Section   355(e)   Taxes" means any Taxes,   arising in any

taxable   period,   resulting from the   application of Code Section 355(e) or

any similar   provision   under state or local law to the Spinoff,   including

any Taxes   attributable   to an   adjustment to the tax basis of the stock of

New Ashland Inc. resulting from any audit by any Tax Authority or any Final

Determination.

 

                  "Section   355(e)   Schedule"   has the meaning set forth in

Section 3.07(a) of this TMA.

 

                  "Section 358(d)(1) Adjustment" means the reduction in the

tax basis of New Ashland Inc. stock under Section 358(d)(1)   resulting from

the   assumption   by New Ashland   Inc. of the   Ashland   Residual   Operations

Liabilities pursuant to the Conversion Merger.

 

                  "Section 358(d)(1)   Adjustment Taxes" means, with respect

to any   calculation of Section 355(e) Taxes the excess,   if any, of (i) any

such Section   355(e) Taxes over (ii) the amount of any such Section   355(e)

Taxes that would exist if the Section 358(d)(1) Adjustment were $0.

 

                  "Specified Liability Deductions" means the amount, in any

taxable   period,   allowable as deductible   expenses for Federal   income tax

purposes   in respect   of Ashland   Residual   Operations   Liabilities   (after

applying the   applicable   limitations,   if any, under Code Sections 382 and

384 and Treasury Regulation Section 1.1502-15).

 

                  "Spinoff"   has the meaning set forth in the ninth WHEREAS

clause of this TMA.

 

                  "Straddle Period" means any taxable period that includes,

but does not end on, the Closing Date.

 

                  "subsidiary" has the meaning ascribed to such term in the

Master Agreement.

 

                  "Tax" or "Taxes"   means all forms of taxation   imposed by

any   federal,    state,   local   or   foreign    jurisdiction    (including   any

subdivision   and any   revenue   agency   of such a   jurisdiction),   including

without limitation net income, gross income,   alternative   minimum,   sales,

use, ad valorem, gross receipts, value added, franchise, license, transfer,

withholding,   payroll,   employment,   excise,   severance,   stamp,   property,

custom   duty,   taxes or   governmental   charges,   together   with any related

interest,   penalties or other   additional   amounts   imposed by any federal,

state,   local or foreign   jurisdiction   (including any   subdivision and any

revenue agency of such a jurisdiction),   and including all liability for or

in   respect   of any of the   foregoing   as a result   of being a member   of a

consolidated   or   similar   group or a   partner   in an entity   treated   as a

partnership or other pass-through entity for Tax purposes or as a result of

any tax sharing or similar contractual agreement.

 

                  "Tax   Authority"   means   any   federal,   state,   local   or

foreign   jurisdiction   (including any subdivision and any revenue agency of

such a jurisdiction)   imposing Taxes and the agency,   if any,   charged with

the collection of such Taxes for such authority.

 

                  "Tax Benefit" means any item of loss, deduction,   credit,

or any other Tax Item that decreases Taxes paid or payable.

 

                  "Tax   Benefit   Payments"   has the   meaning   set   forth in

Section 5.02(a)(i) of this TMA.

 

                  "Tax Certificate" means any letter or certificate that is

referred to in, and forms a basis for, a Tax Opinion.

 

                  "Tax    Claim"   has   the   meaning   set   forth   in   Section

8.02(a)(i) of this TMA.

 

                  "Tax Detriment" means any item of income, gain, recapture

of credit or any other Tax Item that   increases   Taxes paid or payable,   or

any reduction in or limitation   of, any Tax Item due to the   application of

Code Sections 382, 384 or Treasury Regulation Section 1.1502-15.

 

                  "Tax   Item"   means   any   item   of   income,    gain,   loss,

deduction,   credit,   recapture of credit,   or other similar item,   that may

have the   effect   of   increasing   or   decreasing   any Tax paid or   payable,

including   any   adjustment   to   tax   basis,   capitalized   interest   or   any

adjustment under Code Section 481.

 

                  "Tax Loss"   means the   increase in Tax paid or payable to

the relevant Tax Authority (or, without   duplication,   the reduction in any

Refund) attributable to a Tax Detriment.

 

                  "Tax   Opinion"   means the   opinions of Cravath,   Swaine &

Moore LLP and   Miller &   Chevalier   Chartered   concerning   certain   Federal

income tax issues   related to the   Transactions   to be delivered to Ashland

and   Marathon,   respectively,   pursuant   to Section   10.01(f) of the Master

Agreement.

 

                  "Tax   Return"   means any return,   filing,   questionnaire,

information   statement,   or other document required to be filed,   including

amended   returns   that may be filed for any period or portion   thereof with

any Tax Authority in   connection   with any Tax (whether or not a payment is

required to be made with respect to such filing).

 

                  "Tax   Savings"   means the decrease in Tax paid or payable

to the relevant Tax Authority (or, without duplication, the increase in any

Refund) attributable to a Tax Benefit.

 

                  "Tax Structure" means the manner,   order or form in which

the   Transactions   (currently   as   contemplated   or as amended prior to the

Closing) are effected   pursuant to the Master   Agreement or any Transaction

Agreement.

 

                  "Transactions"   has the   meaning   set forth in the fourth

WHEREAS clause of this TMA.

 

                  "Transaction   Taxes"   means   Taxes,   other than   Transfer

Taxes and Section 355(e) Taxes,   of any member of the Ashland Group for any

Pre-Closing   Period or the New Ashland Inc. Group or the Marathon Group for

any   taxable   period   resulting   from,   or arising in   connection   with any

portion of the Transactions.

 

                   "Transfer   Taxes"   has the   meaning   set forth in Section

2.03 of this TMA.

 

                  "Valvoline" means the active trade or business   conducted

by   the   business   division   of   Ashland   (and   immediately   following   the

Transactions, of New Ashland Inc.) of the same name.

 

                  All   capitalized   terms used but not   defined in this TMA

shall have the meanings ascribed to such terms in the Master Agreement.

 

                                ARTICLE II

 

                         Indemnification for Taxes

 

                  SECTION 2.01. General. (a) Indemnification by New Ashland

Inc. Except as otherwise   provided in Sections 2.03,   2.04,   2.05, 2.06 and

Articles V and VI of this TMA,   New Ashland Inc. and each member of the New

Ashland Inc. Group shall be liable for, shall   indemnify each member of the

Marathon   Group   against,   and shall be   entitled   to all   Refunds of, less

reasonable   out-of-pocket   costs and expenses   incurred in connection   with

such Refund,   (i) all Taxes for all   Pre-Closing   Periods of each member of

the   Ashland   Group   and the   Acquired   Businesses;   (ii) all Taxes for all

Post-Closing   Periods that are imposed on or   collected   from any member of

the Marathon   Affiliated   Group as a transferee   of or successor to HoldCo,

pursuant to any law, rule or regulation,   imposed on taxable income or gain

that is attributable,   in whole or in part, to events or transactions   that

occur on or before the Closing Date but that is recognized for tax purposes

in   a   Post-Closing   Period   as a   result   of   the   installment   method   of

accounting, completed contract method of accounting, the long-term contract

method of accounting,   the recapture of a dual consolidated   loss,   Section

481 of the Code (other than any such Taxes imposed by reason of a change in

accounting method by HoldCo or a successor to HoldCo made or applied for by

Marathon or a Member of the Marathon   Group after the Closing Date,   unless

such   change was   contemplated   by this TMA,   or made or applied for by New

Ashland Inc. or a member of the New Ashland Inc. Group, or made by Marathon

with   New   Ashland   Inc.'s   consent,   or   required   as a   condition   of the

Transactions by the Closing Agreement or otherwise), or other provisions of

Federal, state, local or foreign tax law that have a similar effect and all

Taxes   attributable   to the adoption by HoldCo of the Net Deduction   Method

with respect to   Specified   Liability   Deductions;   (iii) all Taxes for all

taxable   periods of each member of the New   Ashland   Inc.   Group;   (iv) all

Taxes imposed on any member of the Marathon Group with respect to insurance

recoveries   received by any member of the New Ashland   Inc.   Group that are

attributable to Residual Business   Operations;   (v) all Taxes for which any

current or former member of the Ashland Group or the New Ashland Inc. Group

is liable under   Treasury   Regulation   Section   1.1502-6 (or any   analogous

provision   of state,   local or   foreign   law);   (vi) all Taxes   payable   by

Ashland or HoldCo that are attributable to Pass-Through Items of MAP or any

other   JV   Entity   with   respect   to   any   Pre-Closing   Period;   (vii)   all

Transaction   Taxes; and (viii) all Tax Losses of any member of the Marathon

Group   resulting from the failure by any member of the Ashland Group or the

New Ashland Inc. Group, as the case may be, to use a consistent position as

described in the last sentence of Section 3.04 of this TMA.

 

                  (b)   Indemnification   by   Marathon.   Except as   otherwise

provided in Sections 2.03,   2.04,   2.05, 2.06 and Articles V and VI of this

TMA,   Marathon and each member of the   Marathon   Group shall be liable for,

and shall indemnify each member of the New Ashland Inc. Group against,   and

shall be entitled to all Refunds of, less   reasonable   out-of-pocket   costs

and expenses incurred in connection with such Refund, (i) all Taxes for all

taxable   periods   of each   member of the   Marathon   Group,   other than as a

successor to or   transferee   of a former   member of the Ashland   Affiliated

Group by   reason   of the   Acquisition   Merger,   and (ii) all   Taxes for all

taxable periods that are imposed on and payable by MAP or any JV Entities.

 

                  SECTION   2.02.    Apportionment    of   Items   for   Straddle

Periods.   (a) Taxes. Taxes and Refunds of any entity or with respect to the

Acquired   Businesses for any Straddle   Period shall be apportioned   between

the   Pre-Closing   Period   and the   Post-Closing   Period   on the   basis of a

"closing of the books" as of the end of the   Closing   Date,   provided   that

Other   Taxes   that are not based on   revenues,   sales or a similar   measure

shall be apportioned   between the Pre-Closing   Period and the   Post-Closing

Period based on the number of days of the relevant   taxable period that are

in the Pre-Closing Period and the Post-Closing Period respectively.

 

                  (b)   Apportionment   of   Pass-Through   Items   of   MAP   and

certain other JV Entities. For purposes of determining the Taxes payable by

the owner of a JV   Interest   in MAP or any other JV Entity   that is treated

for purposes of the relevant Tax as a pass-through entity, the Pass-Through

Items   for any   Straddle   Period   of such JV   Entity   shall be   apportioned

between the Pre-Closing Period and the Post-Closing   Period on the basis of

a "closing   of the books" as of the end of the Closing   Date in   accordance

with   Code    Section    706(c)(2)(A)    and    Treasury    Regulation    Section

1.706-1(c)(2)(i)   (or corresponding   principles of state,   local or foreign

laws,   rules or   regulations);   provided that Other Taxes of MAP or such JV

Entity that are not based on revenues,   sales or a similar measure shall be

apportioned   between the Pre-Closing and the   Post-Closing   Period based on

the   number   of   days   of   the   relevant   taxable   period   that   are in the

Pre-Closing Period and the Post-Closing Period respectively.

 

                  SECTION 2.03.   Transfer Taxes.   New Ashland Inc. shall be

liable for, shall indemnify each member of the Marathon Group against,   and

shall be entitled to retain all Refunds of, less   reasonable   out-of-pocket

costs and expenses   incurred in connection with such Refund,   all transfer,

documentary,   sales,   use,   registration and similar Taxes and related fees

incurred   in   connection   with   the   Transactions   (collectively   "Transfer

Taxes").   New Ashland   Inc.,   with   Marathon's   cooperation,   shall   timely

prepare   and file all Tax   Returns   relating   to   Transfer   Taxes as may be

required to comply with the provisions of such Tax laws.

 

                  SECTION 2.04. Certain   Transaction Taxes.   Marathon shall

be liable for,   shall   indemnify   each member of the New Ashland Inc. Group

against,   and shall be entitled   to retain all Refunds of, less   reasonable

out-of-pocket   costs and expenses   incurred in connection with such Refund,

any   Transaction   Taxes   to   the   extent   that   such   Taxes   are   primarily

attributable to:

 

                  (a) any inaccurate, written representation or warranty of

         fact or intent   specifically   made by, or specifically   attributed

         to, any member of the   Marathon   Group   (other than HoldCo) in the

         Closing   Agreement or a Tax   Certificate   and that is specified on

         Schedule 2.04 attached hereto (as amended from time to time by the

         unanimous agreement of Marathon and Ashland).

 

                  (b) any breach by any member of the   Marathon   Group of a

         covenant in Section 7.03(b) of this TMA,

 

unless such   Transaction   Taxes would have been imposed   without   regard to

such inaccuracy or breach.

 

 

                  SECTION 2.05.   Section 355(e) Taxes.   With respect to any

estimate    or    any    other     calculation    of    Section    355(e)    Taxes,

 

                  (a) The "Marathon   Portion" of such Section   355(e) Taxes

         means:

 

                       (i) 100% of the Section 355(e) Taxes in excess of $0

         and to and   including   the   sum of (A)   $200   million   and (B) all

         Excess Section 355(e) Taxes; and

 

                       (ii) 50% of the   Section   355(e)   Taxes in excess of

         the sum of (A) $375   million   and (B) all   Excess   Section   355(e)

         Taxes.

 

                  (b) The "New Ashland Inc. Portion" of such Section 355(e)

         Taxes means:

 

                       (i) 100% of the   Section   355(e)   Taxes in excess of

         the   amount   included   in   the   Marathon    Portion   under   Section

         2.05(a)(i)   and to and   including   the sum of (A) $375 million and

         (B) all Excess Section 355(e) Taxes; and

 

                        (ii) 50% of the   Section   355(e)   Taxes in excess of

         the sum of (A) $375   million;   and (B) all Excess   Section   355(e)

         Taxes.

 

                  (c) Marathon and each member of the Marathon   Group shall

         be liable for, and shall   indemnify each member of the New Ashland

         Inc. Group   against,   and shall be entitled to all Refunds of, the

         Marathon Portion of all Section 355(e) Taxes. New Ashland Inc. and

         each member of the New Ashland Inc. Group shall be liable for, and

         shall   indemnify each member of the Marathon   Group   against,   and

         shall be entitled to all Refunds of, the New Ashland Inc.   Portion

         of the Section 355(e) Taxes.

 

                  SECTION 2.06.   Gain   Recognition   Agreement   Taxes.   Each

member of the New Ashland   Inc.   Group   shall   comply with the terms of any

Section   367   "gain   recognition   agreement"   executed   by a member   of the

Ashland Group during a Pre-Closing Period,   including,   without limitation,

by including   the gain, if any,   required to be recognized   pursuant to the

terms   of any   such   agreement   (or by   virtue   of the   application   of any

provision of Treasury Regulation Section 1.367(a)-8) and the payment of any

Tax that is required to be paid   pursuant   to Treasury   Regulation   Section

1.367(a)-8(b)(3).   If a Tax   Authority   determines   that any   member of the

Ashland   Group or the New Ashland Inc.   Group has failed to comply with the

terms of any such agreement or any provision of Treasury Regulation Section

1.367(a)-8,   the New Ashland Inc.   Group shall be liable for any   resulting

liability   for Taxes and each   member of the New Ashland   Inc.   Group shall

indemnify each member of the Marathon Group against any such Tax liability.

 

                                 ARTICLE III

 

                   Preparation and Filing of Tax Returns

 

                  SECTION   3.01.   Preparation   and Filing of   Original   Tax

Returns. (a) Ashland (before the F Reorganization   Merger), and New Ashland

Inc. LLC and New Ashland Inc. (after the F   Reorganization   Merger),   shall

prepare and file, or cause to be prepared and filed, all Tax Returns (i) of

each member of the Ashland Group   (including any Tax Returns related to the

Acquired   Businesses) for all Pre-Closing   Periods,   (ii) of each member of

the New Ashland   Inc.   Group for all   taxable   periods and (iii) that it is

required to file pursuant to Section 3.02. Ashland and New Ashland Inc., as

the case may be,   shall   timely   pay all   Taxes   with   respect   to such Tax

Returns.

 

                  (b)   Marathon   shall   prepare   and   file,   or cause to be

prepared   and filed,   all Tax Returns (i) of former   members of the Ashland

Group and   successors   thereof that become members of the Marathon Group by

reason of the Acquisition Merger for all Post-Closing Periods, (ii) of each

other member of the Marathon Group for all taxable periods,   and (iii) that

it is required to prepare and file pursuant to Section 3.02. Marathon shall

timely pay all Taxes with respect to such Tax Returns.

 

                  (c) MAP shall   prepare and file,   or cause to be prepared

and filed,   all Tax Returns of MAP and its subsidiaries for any Pre-Closing

Period and any Straddle Period,   and such Tax Returns shall be prepared and

filed in a manner   consistent with past practice and in accordance with the

MAP LLC   Agreement as in effect   immediately   prior to the   Closing.   On or

before August 15, 2005, MAP shall provide to New Ashland Inc. (i) the final

IRS   Schedule   K-1 with   respect   to the   taxable   year for MAP   ending   on

December   31,   2004;   and (ii) a pro forma IRS Schedule K-1 with respect to

the taxable year or portion thereof ending on the Closing Date, showing the

estimated   Pass-Through   Items that will be   apportioned to Ashland for the

Pre-Closing   Period. In addition,   on or before February 1, 2006, MAP shall

provide to New Ashland   Inc. the final IRS Schedule K-1 with respect to the

taxable year for MAP ending on the Closing Date.

 

                  SECTION 3.02. Straddle Period Tax Returns.   (a) Following

the Closing   Date,   Marathon and New Ashland Inc.   shall meet and prepare a

written schedule that allocates the responsibility for preparing and filing

Straddle   Period Tax Returns in each   jurisdiction of former members of the

Ashland Group and   successors   thereof that become   members of the Marathon

Group by reason of the   Acquisition   Merger.   If the   parties are unable to

agree,   the party with the most substantial   presence in the   jurisdiction,

taking into   account   their   respective   assets or   businesses,   shall have

preparation and filing responsibility. If Marathon and New Ashland Inc. are

not able to agree upon the party with the most   substantial   presence   in a

jurisdiction   within 60 days after the Closing Date,   the   preparation   and

filing responsibility for the disputed jurisdictions shall be determined by

a mutually   acceptable   certified public   accounting firm. The filing party

shall   timely   pay all Taxes   with   respect   to such   Straddle   Period   Tax

Returns.

 

                  (b) For each   Straddle   Period   Tax Return   described   in

Section 3.01(a) of this TMA that includes any Marathon Tax Matter, Marathon

shall promptly   prepare and provide to New Ashland Inc. any   information or

documentation   reasonably   requested by New Ashland Inc. to facilitate   the

preparation   and filing of such Tax Return.   For each   Straddle   Period Tax

Return   described   in   Section   3.01(c) of this TMA that   includes   any New

Ashland   Inc.   Tax Matter,   New Ashland   Inc.   shall   promptly   prepare and

provide to Marathon any information or documentation   reasonably   requested

by Marathon to facilitate the preparation and filing of such Tax Return.

 

                  (c) All Straddle Period Tax Returns shall be submitted to

the other   party not later   than 30 days   prior to the due date,   including

extensions,   for the   filing   of such Tax   Returns   (or if such due date is

within 45 days   following   the Closing   Date,   as   promptly as   practicable

following   the   Closing   Date).   Such other   party   shall have the right to

review such Tax Returns and to review all workpapers and procedures used to

prepare any such Tax Return.   If the   nonfiling   party,   within 10 business

days after   delivery of any such Tax Return,   notifies   the filing party in

writing   that it objects to any of the Tax Items in such Tax   Return,   both

parties shall attempt in good faith to resolve the dispute and, if they are

unable to do so, the disputed   items shall be resolved   within a reasonable

time,   taking into account the   deadline   for filing such Tax Return,   by a

mutually   acceptable   certified public   accounting firm. Upon resolution of

all such Tax Items,   the filing   party   shall   file the   relevant   Straddle

Period Tax Return on that basis.   The   accounting   firm shall treat all Tax

Returns   of   the   parties   as   confidential,    and   shall   not   reveal   any

information   contained   in, or any part of, the Tax Returns of one party to

the other without prior written consent.   The costs,   fees, and expenses of

such certified   public   accounting   firm shall be borne equally by Marathon

and New Ashland Inc.

 

                  (d)   Marathon and New Ashland   Inc.,   as the case may be,

shall provide the other party with a calculation and   determination   of the

amount of the Straddle   Period Taxes that are included in any returns filed

by the other party under   Sections   3.01(a) and 3.01(c) of this TMA. In the

absence of a Final Determination, all such determinations shall be prepared

in a manner consistent with past practice.   If either party disputes such a

determination,   it may make a written   request   that the other party obtain

written confirmation from a mutually acceptable certified public accounting

firm that the determination is consistent with the preceding   sentence.   If

the accounting firm issues a confirmation, then such determination shall be

binding   upon   the   parties.   If the   accounting   firm   does   not   issue   a

confirmation,   then the   determination   in the returns   shall be amended to

permit a confirmation to be issued by the accounting firm in respect of the

amended   determination.   If a dispute is not resolved prior to the due date

of a Tax   Return,   the Tax   Return   shall be filed in   accordance   with the

determination   made by the filing party,   and both parties   hereby agree to

file or cause to be filed an amended Tax Return,   if necessary,   reflecting

the   resolution of the issue by the accounting   firm.   The accounting   firm

shall treat all Tax Returns of the parties as   confidential,   and shall not

reveal any information contained in, or any part of, the Tax Returns of one

party to the other without   prior written   consent.   The costs,   fees,   and

expenses of such certified public accounting firm shall be borne equally by

Marathon and New Ashland Inc.

 

                  SECTION 3.03.   Amended Tax Returns.   (a) New Ashland Inc.

shall be entitled to amend any Tax Return   described in Section   3.01(a) of

this TMA;   provided that, to the extent that such an amendment with respect

to a Straddle Period Tax Return   adversely   affects any Marathon Tax Matter

or would result in a Tax Detriment to Marathon,   such   amendment may not be

made   without   the prior   written   consent   of   Marathon,   which may not be

unreasonably   withheld   or   delayed.   New Ashland   Inc.   may   request   that

Marathon amend any Straddle Period Tax Return   described in Section 3.01(c)

of this TMA that Marathon is obligated to file, but only to the extent that

such amendment affects a New Ashland Inc. Tax Matter; provided that such an

amendment   shall be filed only with the prior written   consent of Marathon,

which may not be unreasonably withheld or delayed.

 

                  (b)   Marathon   shall be   entitled to amend any Tax Return

described in Section 3.01(c) of this TMA; provided that, to the extent that

such an amendment   with respect to a Straddle   Period Tax Return   adversely

affects any New Ashland Inc. Tax Matter or would result in a Tax   Detriment

to New   Ashland   Inc.,   such   amendment   may not be made   without the prior

written consent of New Ashland Inc., which may not be unreasonably withheld

or delayed.   Marathon may request that New Ashland Inc.   amend any Straddle

Period Tax Return described in Section 3.01(a) of this TMA, but only to the

extent that such amendment affects a Marathon Tax Matter or a Tax Item that

could   result   in a Tax   Detriment   to   Marathon;   provided   that   such   an

amendment shall be filed only with the prior written consent of New Ashland

Inc., which may not be unreasonably withheld or delayed.

 

                  (c) MAP shall not, and Marathon   shall not permit MAP to,

amend any Tax Return of MAP or any of its   subsidiaries for any Pre-Closing

Period or any   Straddle   Period   if such   amendment   would   result in a Tax

Detriment   to New Ashland   Inc.   without the prior   written   consent of New

Ashland Inc., which may not be unreasonably withheld or delayed.

 

                  (d) In the event   that a party   refuses   to consent to an

amendment   to a Tax Return to which such   consent is   required   pursuant to

this Section 3.03 and the parties are unable to resolve their disagreements

after good faith   attempts   to do so, the parties   shall   engage a mutually

acceptable   certified public   accounting firm to estimate the present value

of the realizable Tax Savings of the amendment to the party   proposing such

amendment and the present value of the realizable Tax Loss of the amendment

to the party   withholding its consent to such amendment.   If the accounting

firm   determines   that the   present   value of such   estimated   Tax   Savings

exceeds the present value of such estimated Tax Loss,   the party   proposing

such   amendment   shall be entitled to so amend the   applicable   Tax Return,

provided that such party agrees to pay to the party withholding its consent

an amount equal to the present value of any such Tax Loss.   The   accounting

firm shall treat all Tax Returns of the parties as confidential,   and shall

not reveal any information contained in, or any part of, the Tax Returns of

one party to the other without prior written consent. The fees and expenses

of the   accounting   firm   shall   be   borne   by   the   party   proposing   such

amendment.

 

                  SECTION 3.04.   Manner of Preparation and Filing.   All Tax

Returns,   and   amendments   thereto,   described in this Article III shall be

filed on a timely   basis   by the   party   responsible   for   filing   such Tax

Returns   under this   Agreement.   Except as provided in this   Section   3.04,

Section 5.01 and Section 7.03, and except as otherwise   required by a Final

Determination,   all Tax Returns, and amendments thereto,   shall be prepared

and filed in a manner   consistent   with the   provisions   of this   TMA,   the

Closing   Agreement,   and the Tax Opinion.   If any Tax Return of a member of

the Ashland Group or the New Ashland Inc.   Group   (including any Tax Return

related   to the   Acquired   Businesses)   for any   Pre-Closing   Period or any

Straddle   Period is prepared   and filed in a manner   inconsistent   with the

elections   (other than elections   relating to carrybacks and   carryforwards

described in Section 4.01), accounting methods,   conventions and principles

of   taxation   used for the most   recent   taxable   period of   members of the

Ashland Group or New Ashland Inc.   Group, as the case may be, for which Tax

Returns   involving   similar Tax Items have been filed, New Ashland Inc. and

each member of the New Ashland Inc.   Group shall   indemnify   each member of

the   Marathon   Group   against   all Tax   Detriments   and   reductions   in Tax

Benefits   that   result   from the   failure to use a   consistent   position as

provided   in   Section   2.01(a)   of this TMA and shall pay to   Marathon   the

amount of any   resulting   Tax Loss   within 30 days of the date of that such

Tax Loss is   considered to arise under the   principles   of Section   4.01(c)

below.

 

                  SECTION 3.05.   Agent for Filing Tax Returns.   (a) Subject

to Section 8.02(c), Marathon, Ashland and HoldCo each hereby designates New

Ashland   Inc.   as its   agent   to   take   any and all   actions   necessary   or

incidental   to the   preparation   and filing by New Ashland   Inc. of any Tax

Return described in Section 3.01(a). In addition,   Ashland and HoldCo agree

that they shall   designate 565   Corporation as the   "substitute   agent" (as

such term is used in   Treasury   Regulation   Section   1.1502-77(d))   for the

Ashland Affiliated Group. Marathon shall take any and all actions necessary

or incidental to obtain the approval of such designation by the IRS.

 

                  (b)   Marathon   shall be the   "Tax   Matters   Partner"   (as

defined under Code Section   6231(a)(7)) of MAP for all Pre-Closing   Periods

and all   Post-Closing   Periods and shall manage the audits of MAP conducted

by the IRS or any other Tax Authority.

 

                  SECTION   3.06.   Payments And   Refunds.   (a) To the extent

that   Marathon   is   responsible   for   filing   Straddle   Period or other Tax

Returns   that   include   Taxes for which New Ashland   Inc.   has   indemnified

Marathon,   New Ashland   Inc.   shall pay to Marathon   the amount of any such

Taxes two days prior to the due date of the Tax Return.   To the extent that

New Ashland Inc. is   responsible   for filing   Straddle   Period or other Tax

Returns that include Taxes for which Marathon has   indemnified   New Ashland

Inc.,   Marathon   shall pay to New Ashland Inc. the amount of any such Taxes

two days prior to the due date of such Tax Return.

 

                  (b) At any time,   either party in its sole discretion may

make a payment   to a Tax   Authority   with   respect to   Straddle   Period Tax

Return to stop the   running   of   interest   in whole or in part.   The paying

party shall provide the other party with a calculation and determination of

the amount of non-paying   party's share of such payment and the   non-paying

party   shall pay such   amount to the   paying   party   within   two days after

receipt of such notice.

 

                  (c) To the   extent   that   Marathon   receives   a Refund of

Taxes for which New Ashland Inc. has indemnified   Marathon,   Marathon shall

pay to New Ashland Inc. the amount of such Refund   (including   any interest

received by Marathon)   within ten days. To the extent that New Ashland Inc.

receives a Refund of Taxes for which Marathon has   indemnified   New Ashland

Inc.,   New Ashland   Inc.   shall pay to   Marathon   the amount of such Refund

(including any interest received by New Ashland Inc.) within ten days.

 

                  SECTION   3.07.   Section   355(e)   Taxes.   (a)   Payment   of

Section 355(e) Taxes. At least (i) 30 days before filing any Tax Return due

after the Closing Date (including an estimated, final or amended return) on

which any Section   355(e)   Taxes are required to be reported by the Ashland

Group or the New Ashland Inc. Group:   or (ii) upon a reasonable   request by

Marathon for purposes of preparing its financial   accounting   statements or

otherwise,   within 20 days of such request,   New Ashland Inc. shall deliver

to   Marathon a schedule   prepared   by   Deloitte & Touche LLP (the   "Section

355(e) Schedule")   setting forth New Ashland Inc.'s estimate of the amounts

of the Section 355(e) Taxes, the Section   358(d)(1)   Adjustment   Taxes, and

the Marathon Portion and the New Ashland Inc. Portion of the Section 355(e)

Taxes.   Such estimated   Section 355(e)   Schedule shall show   separately the

Federal,   state,   local and total amounts of the Section 355(e) Taxes.   The

Section 355(e) Schedule shall be prepared using a trading price for the New

Ashland Inc.   stock equal to the average of the high and low trading prices

of such stock on the New York Stock   Exchange on the Closing Date and shall

set forth the   estimated   tax basis of the stock of New Ashland   Inc. as of

the   Closing   Date.   Marathon   shall have the right to review   the   Section

355(e) Schedule and to review all workpapers and procedures used to prepare

such   schedule.   If Marathon,   within five business days after   delivery of

such schedule,   notifies New Ashland Inc. in writing that it objects to any

of the amounts set forth on the Section 355(e) Schedule, both parties shall

attempt in good faith to resolve the dispute   and, if they are unable to do

so, the   disput