Iraq

10/10/2010

The initial contract area covers the Safen Block and extends over an area of 424 square kilometers as detailed and indicated on the map attached in Annex A.

Marathon Petroleum KDV B.V.

Safen Block

Safen Block

Petroleum

Minister of Natural Resources, Kurdistan Regional Government.

The exploration period shall be for a base term of 5 contract years from the effective date and extendable on a yearly basis up to a maximum period of 7 contract years. The development period for a commercial discovery of crude oil and any associated natural gas shall be 20 years beginning on the declaration of a commercial discovery by Marathon Petroleum with an automatic right to a 5 year extension period. The development period for the commercial discovery of non-associated natural gas shall be 20 years commencing on the declaration of such commercial discovery by Marathon Petroleum with an automatic right to a 5 year extension period. If commercial production from a production area is still possible upon the expiration of a development period, then Marathon Petroleum shall be entitled to an extension of such development period under the same terms as contained in the contract. The term of the extension shall be 5 years for crude oil and any associated natural gas and 5 years for non-associated natural gas.

Production Sharing Contract

Marathon Petroleum shall conduct and submit an environmental impact assessment to the government within 12 months after the effective date.

Marathon Petroleum shall contribute US$ 150,000 in advance each contract year during the exploration period and US$ 300,000 in advance for each contract year during the development period into the environment fund to be established by the government for the benefit of the natural environment of the Kurdistan region, pursuant to the Kurdistan region Oil and Gas Law. During the performance of petroleum operations, Marathon Petroleum shall take reasonable measures to ensure that it, the operator, its subcontractors and agents attend to the protection of the environment and prevention of pollution in accordance with prudent international petroleum industry practice in similar physical and ecological environments and any then applicable Kurdistan region law. Marathon Petroleum shall also take reasonable precautions and measures in accordance with prudent international petroleum industry practice in similar physical and ecological environments to prevent any pollution which may arise directly as a result of the petroleum operations and to protect the environment (flora and fauna), water sources and any other natural resources. Marathon Petroleum shall, in accordance with prudential international petroleum industry practice in similar physical and ecological environments, respect the preservation of property, agricultural areas and fisheries when carrying out petroleum operations. Marathon Petroleum shall take reasonable measures to minimize any adverse material impact on national parks and natural reserves which may arise directly as a result of petroleum operations. The government represents and warrants that as at the effective date there are no national parks, nature reserves or other protected areas located in whole or in part within the contract area where Marathon Petroleum shall not be entitled to carry out petroleum operations. The government also covenants that, during the term of the contract, it will not designate, create or permit the creation of any national parks, natural reserves or other protected areas located in whole or in part within the contract area during the term of the contract.

For the execution of petroleum operation under this contract Marathon Petroleum shall have the right to freely use water and any other natural resources located inside or outside the contract area for the petroleum operations. Marathon petroleum shall have the right in the Kurdistan Region to take or use any water necessary for the Petroleum Operations provided it does not damage any existing irrigation or navigation systems and that land, houses or watering points belonging to third parties are not deprived of their water.

The government shall have the right to request an audit of the account of Marathon Petroleum with regard to each calendar year within a period of 5 years following the end of such year. The government shall also have the right to retain an auditor of international standing familiar with the international petroleum industry's accounting practice to undertake or assist the government in auditing the accounts of Marathon Petroleum. The reasonable cost of retaining the auditor shall be borne by Marathon Petroleum and shall be treated as petroleum cost for the purpose of cost recovery. On the basis of data and information made available, if the government considers that Marathon Petroleum made a material mistake or there is any irregularity in its accounts and considers that any correction or amendments should be made, the government shall make any audit exception in writing and notify Marathon Petroleum. Failure to give this written exception within the specified time shall be deemed to be an acknowledgment of the correctness of Marathon Petroleum's account. Where an audit exception is issued by the government, Marathon Petroleum shall have 60 days to make the necessary corrections or amendments or to present its comment to the government. Within 30 days of Marathon Petroleum's response, the government shall notify Marathon Petroleum in writing of its position on the corrections, adjustments or comments. If thereafter a disagreement exists, the dispute shall be settled by negotiations and if this fails, by referring the dispute for expert determination or arbitration.

Marathon Petroleum shall pay to the government the following relevant crude oil production bonus within 30 days of the following relevant occurrence: 1) US$ 2.5 million when first production of crude oil from the contract area commences; 2) US$ 5million when production of crude oil and natural gas from the contract area reach a cumulative amount of 10million barrels; 3) US$ 10million when production of crude oil from the contract area reaches a cumulative amount of 25million barrels; and 4) US$ 20million when production of crude oil from the contract area reaches a cumulative amount of 50million barrels. For non-associated natural gas commercial discovery, Marathon Petroleum shall pay the following non-associated natural gas production bonuses to the government: 1) US$ 2.5 million when first production of non-associated natural gas from the contract area commences; 2) US$ 5million when production of non-associated natural gas from the contract area reach a cumulative amount of 10million natural gas BOE; 3) US$ 10million when production of non-associated natural gas from the contract area reaches a cumulative amount of 25million natural gas BOE; and 4) US$ 20million when production of non-associated natural gas from the contract area reaches a cumulative amount of 50million natural gas BOE.

Without prejudice to other exemptions provided under the contract, for the duration of the contract, Marathon Petroleum, its affiliates and subcontractors shall be exempted from all taxes as a result of its income, assets and activities under the contract. The government shall indemnify Marathon Petroleum, upon demand, against any liability to pay any taxes assessed or imposed on it which relate to this exemption.

Marathon Petroleum shall be subject to corporate income tax on its income from petroleum operations and this shall be deemed to be inclusive and in full and total discharge of any tax on its income, receipts, revenues, gains or profit. The share of the profit petroleum to which the government is entitled in any calendar year shall be deemed to include a portion representing the corporate income tax imposed upon and due by Marathon Petroleum, and which will be paid directly by the government to the tax authority on behalf of each contractor.

The rate of the corporate income tax applicable to Marathon Petroleum shall be the generally applicable rate prescribed in the law of taxation under the Kurdistan region, as may be amended from time to time or substituted in respect of petroleum operations but it shall not exceed 40%. The parties acknowledge and agree that at the effective date, the corporate income tax rate is 15% for all net taxable profits. The parties agree that Marathon Petroleum's corporate income tax shall be calculated on its net taxable profit under the contract, as calculated in accordance with provisions relating thereto in the accounting procedure.

To take account of specific conditions related to natural gas and to promote its development in the Kurdistan region, the government will grant specific benefits to the Marathon Petroleum on principles materially similar to those contained in this contract, including consistent with the Kurdistan Region Oil and Gas Law, more generous provisions in respect of the recovery of petroleum costs and the sharing of profit petroleum than in respect of crude oil. Before the end of the first contract year, Marathon Petroleum shall provide to the government technological and logistical assistance to the Kurdistan Region petroleum sector, including geological computing hardware and software and such other equipment as the Minister of Natural Resources may require, up to the value of US$ 1 million. The form of such assistance shall be mutually agreed by the parties and any costs associated therewith shall be considered petroleum costs and shall be recoverable. Marathon Petroleum and the contractor shall pay capacity building payments to the government in different tranches as provided below. Marathon Petroleum shall pay US$ 60million, constituting the Marathon exploration tranche, in three installments as follows: 1) US$ 30million within 30 days from the effective date; 2) US$ 15million on or before 31 December, 2011; and 3) US$ 15million within 30 days after completion of site preparation for the first well. Marathon Petroleum shall pay US$ 25million, as the development plan tranche, to the government within 30 days of the approval of the development plan by the management committee. Marathon Petroleum shall pay US$ 17million, as the production tranche, to the government within 30 days after production of crude oil and natural gas reaches a cumulative amount of 10 million barrels of crude oil and natural gas BOE and multiples of 10 million thereof, so that, for the duration of the contract, Marathon Petroleum is obliged to pay to the government US$ 17million within 30 days of the day on which production of crude oil and natural gas equals a cumulative amount of: 1) 10 million barrels of crude oil and natural gas BOE; 2) 20 million barrels of crude oil and natural gas BOE; 3) 30 million barrels of crude oil and natural gas BOE; and so on. The calculation of the production tranche shall not include natural gas used for petroleum operations (including re-injection) and, as maybe permitted under the contract, for flaring. Marathon Petroleum's obligation to make the capacity building payments is, except specifically provided in the contract, absolute and unconditional. The capacity building payment is non-refundable including if the contract is terminated.

In determining Marathon Petroleum's percentage share of the profit crude oil and profit natural gas, the R factor shall be calculated as follows: R = X/Y ( where X is equal to cumulative revenues actually received by Marathon Petroleum and Y is equal to cumulative costs actually incurred by Marathon Petroleum). The share of profit petroleum to which Marathon Petroleum shall be entitled from first production is: (a) for profit crude oil, equal to the quantities of petroleum resulting from the application of the relevant percentage as indicated below to the daily volume of production of profit crude oil within the contract area at the corresponding delivery point: R < or = 1: Marathon Petroleum 32%; 1 < R < or = 2.25: Marathon Petroleum 32 - [(32 -16) x (R-1)/(2.25-1)]%; R> 2.25: Marathon Petroleum 16%; and (b) for profit natural gas, equal to the quantities of non-associated natural gas resulting from the application of the relevant percentage as indicated below to the daily volume of production of profit natural gas within the contract area at the delivery point: R < or = 1: Marathon Petroleum 38%; 1 < R < or = 2.75: Marathon Petroleum 38- [(38-19) x (R-1)/(2.75-1)]%; R > 2.75: Marathon Petroleum 19%.

Subject to the provisions of the contract, from the first production, Marathon Petroleum shall at all times be entitled to recover all petroleum costs incurred of up to 40% of available crude oil, which shall apply regardless of the gravity of the oil, and available associated natural gas produced and saved within any year. Available crude oil and available associated natural gas above 40% otherwise not used for the recovery of petroleum costs shall be profit crude oil. Subject to the provisions of the contract, from first production, Marathon Petroleum shall at all times be entitled to recover all petroleum costs incurred of up to 50% of available non-associated natural gas produced and saved with any year. Available non-associated natural gas above this percentage or otherwise not used for the recovery of petroleum costs shall be profit natural gas. If in any year, the available crude oil and/or available non-associated natural gas do not allow Marathon Petroleum recover all of its petroleum costs under the contract, the unrecovered petroleum costs in that year shall be carried forward indefinitely to the subsequent years until all the petroleum costs are fully recovered but, unless as provided in the contract, in no other case after the termination of the contract. The petroleum costs under the contract are not recoverable against other contract areas, outside the contract, held by Marathon Petroleum.

For the financing of petroleum operations, Marathon Petroleum shall have the right to have recourse to external financing from third parties or from affiliated companies on an arm's length basis. Where the contractor is an affiliate of a group of companies having headquarters abroad (foreign contractor), an annual overhead charge shall be made for services rendered (excluding the direct expenditures) by any affiliate of the foreign contractor outside the Kurdistan region to support and magian petroleum operations under the contract or where the contractor, not being a foreign contractor, draws upon the services of an affiliate within the Kurdistan region, an annual overhead charge shall be made for services rendered by such such affiliate to support and manage petroleum operation under the contract.

The Royalty due on any export petroleum produced and saved in the contract area shall be determined daily by applying the following relevant rate to the export crude oil or to the export non-associated natural gas, as the case may be, produced and saved on that day. For export crude oil, the royalty rate shall be 10% which shall apply regardless of the gravity of the oil. For export non-associated natural gas, the royalty rate shall be 10%. Associated natural gas and any other petroleum are exempt from any royalty payments.

The government has a carried interest of 20% in Marathon Petroleum's entitlement to profit petroleum. The government or any holder of all or part of the government interest is not a contractor under the contract and has no obligation or liability to Marathon Petroleum to contribute any share of the petroleum costs or any other liability or obligation of Marathon Petroleum in its capacity as a contractor under the contract. Any holder of all or part of the government interest, other than the government or a public company, is obligated to pay its proportionate share of the production bonuses. Failure to make this payment or any part of it will not constitute a default by Marathon Petroleum, the government will have no remedies against Marathon Petroleum and the government will not be entitled to terminate this contract. The government may at any time designate a public company as the holder of all or any part of the government interest without the consent of, or prior notice to, any other party. The public company will be deemed a party to this contract only with respect to its government interest and shall not be required to sign any formal assignment or accession agreement except as may be required by the government. The government and the public company will provide Marathon Petroleum with a notice notifying it of such designation and Marathon Petroleum shall be entitled to rely on this notice for all purposes under the contract. Only for the purpose of Art. 37 of the Kurdistan Region oil and gas law, whenever and to the extent the government interest is held by a public company, the government interest shall be deemed held by the government.The government incurs no liabilities or obligations, directly, indirectly or implicitly, to any other party as a consequence of the deemed ownership. Also, the government will not be deemed to guarantee any obligation of the public company. Subject to Art. 2.12, the government may at any time assign all or part of its government interest to a person that is not a public company without the consent of any other party.Such assignee will be deemed a party to this contract and, unless required by the government, would not be required sign any formal assignment or accession agreement. Nothing in the contract prohibits Marathon Petroleum, at any time, from acquiring all or any part of the government interest from the holder. If at any time, any holder of all or part of the government interest, including the government and a public company, intends to offer to sell all or part of its government interest to any person not a public company or the government, such holder of the interest shall timely notify Marathon Petroleum of the availability of the government interest. Marathon Petroleum does not have preemption right for any similar priority rights in respect of the government interest and the holder is not required to sell to Marathon Petroleum. The government reserves the right (but is not obligated to any party with respect thereto) either to cancel or terminate any assignment of all or part of the government interest to any person if the government determines at any time that such transfer constitutes: i) a violation of any corrupt practices laws applicable to the assignor or assignee of the government interest; ii) a prohibited act; iii) an impairment of Marathon Petroleum's ability to perform any of its material obligations under this contract as a consequence of the application of laws applicable to Marathon Petroleum. Upon the exercise of the cancellation or termination right in this regard, the government interest will automatically revert to the government. This right of the government is exclusive to the government and is not subject to a claim from Marathon Petroleum or other contractors. The government expressly reserves all sovereign immunities in respect of any dispute arising out of or relating to this Art. 4.13 and any dispute with respect to Art. 4 between the government and any holder of a government interest.

For the petroleum operation, Marathon Petroleum shall give, and shall require that its subcontractors give, preference to citizens of Kurdistan region and other parts of Iraq to the extent that such citizen has the technical capability, qualifications, competence and experience required to perform the work, are available at competitive compensation rates and their employment would not cause Marathon Petroleum, any of its affiliates, or any of its subcontractors to violate any law applicable to it. Marathon Petroleum shall also give due consideration to the secondment of government personnel to Marathon Petroleum and the secondment of Marathon Petroleum personnel to the government during the various phases of the petroleum operations. The parties shall mutually agree on the terms, conditions and associated costs of the secondment. Marathon Petroleum, its affiliates and subcontractors shall have the right to hire foreign personnel where the personnel from the Kurdistan region and other parts of Iraq do not have the required technical capability, qualification or experience for the position. If such foreign personnel or a member of their family engage in activities which breach any Kurdistan law, Marathon Petroleum shall take necessary steps to repatriate the foreign personnel. For the first 5 contract years, Marathon Petroleum is required to pay US$ 250,000 to the government in advance each contract year for the recruitment or secondment of personnel, whether from the Kurdistan region, other parts of Iraq or abroad to the Ministry of Natural resources. This cost shall be recoverable as petroleum cost.

Marathon Petroleum shall give priority to subcontractors from the Kurdistan Region and other parts of Iraq to the extent their competence, rates, experience, reputation, qualifications, specialties, credit rating and terms of availability, delivery and other commercial terms are, in its sole opinion, comparable in all material respects with those provided by foreign companies operating in the international petroleum industry and will not cause Marathon Petroleum or its affiliates to violate any applicable law to it, including corrupt practices laws, or constitute a prohibited act. Such subcontractors must be bona fide Kurdistan Region companies (that is organized and in good standing under applicable law, domiciled in the Kurdistan region and majority owned and controlled by citizens of the Kurdistan region or Iraq) and having all necessary resources and capacity.

In a planned way and in accordance with the provisions of the contract, Marathon Petroleum shall train all its personnel from Kurdistan and other parts of Iraq directly or indirectly involved in the petroleum operations to improve their knowledge and professional qualification to the same level as that of its foreign personnel with an equivalent resumé. The training shall include the transfer of knowledge of petroleum technology and the necessary management experience to enable the local personnel apply advanced technology in the petroleum operations to the extent permitted by law and agreements with third parties, and subject to appropriate confidentiality agreements. The recruitment, integration and training of Marathon Petroleum's local personnel shall be provided in a plan submitted to the management committee for approval. The training plan shall provide for the allocation to the government of US$ 150,000 in advance for each contract year during the exploration period and US$ 300,000 for each contract year during the development period. All reasonable training expenses shall be considered as petroleum costs.

For its petroleum operations, Marathon Petroleum shall have the right in the Kurdistan Region to use, subject to applicable law, any railway, tramway, road, airport, landing field, canal, river, bridge or waterway, any telecommunication network and any existing pipeline or transportation infrastructure, on terms no less favorable than those offered to other entitles and, unless generally in force, to be mutually agreed. For its petroleum operation, Marathon Petroleum shall have the right in the Kurdistan Region to clear land, excavate, drill, bore, construct, erect, place, procure, operate, emit and discharge, manage and maintain ditches, tanks, wells, trenches, access roads, excavations, dams, canals, water mains, plants, reservoirs, basins, storage and disposal facilities, primary distillation units, extraction and processing unit, separation units, sulphur plants and any other facilities or installations for the Petroleum Operations, in addition to pipelines, pumping stations, generators, power plants, high voltage lines, telephone, radio and any other telecommunications systems, sheds, houses for personnel. hospitals, schools, premises, dikes, vehicles, railways, roads, bridges, airlines, airports and any other transportation facilities, garages, hangars, workshops, foundries, repair shops and any other auxiliary facilities for the petroleum operations and, generally, everything which is required for its performance of the petroleum operations. Marathon Petroleum shall have the right to design, construct, operate and maintain pipelines and any related facilities for the transportation of petroleum produced under this contract.

Subject to spare capacity being available and to their petroleum being compatible, third parties shall be entitled to transport their petroleum through any pipeline constructed by the Marathon Petroleum on terms to be agreed between Marathon Petroleum and such third party. Those terms shall be reasonable commercial terms and shall not discriminate among third party users. Marathon Petroleum shall always have priority of access to such pipelines. To the extent related to transportation upstream of the delivery point, any tariffs received from third parties for use of any pipeline and related facilities by Marathon Petroleum shall be applied to the recovery of petroleum costs until all pipeline costs have been fully recovered.

Gas flaring is prohibited unless it is a short term flaring of up to 12 months necessary for testing or other operational reasons in accordance with prudent international petroleum industry practice (which shall include the flaring of associated natural gas to the extent that Marathon Petroleum considers that re-injecting the associated natural gas is not economically and technically justified and provided the government decides not to take the associated natural gas). Flaring of natural gas would also be permitted with the prior authorization of the government. Marathon Petroleum shall sell and transfer to the government, upon written request of the government, any amounts of crude oil that the government shall deem necessary to meet Kurdistan Region internal consumption requirements.

During the first sub-period Marathon Petroleum shall: (A) carry out geological and geophysical studies, comprising the following: (i) The compilation of a technical database; (ii) The performance of a remote sensing study; (iii) A field visit to verify initial geological and geophysical work and remote sensing results and plan for 2 dimensional seismic acquisition; and (B) perform field work comprising structural, stratigraphic and lithologic mapping and sampling; (C) acquire, process and interpret 150 line kilometers of two dimensional seismic data or three dimensional seismic data program by agreement between the parties: i) committing for this purpose a minimum financial amount consistent with prudent international petroleum industry practice and commensurate with market conditions in the Kurdistan Region for seismic services; and ii) subject to completion of the related geological survey works, interpretation of any offset data and preparation for the tendering of the seismic exploration activities, commencing seismic exploration activities within 6 months of the effective date as soon as practicable thereafter; and (D) drill 1 exploration well including testing and coring as appropriate, committing for this purpose a minimum financial amount of US$ 10 million. During the second sub-period, Marathon Petroleum shall: (A) Acquire, process and interpret further seismic data (being either 2 dimensional or 3 dimensional) if it considers that the results from the first exploration well justify the acquisition of further seismic data; and, (B) Drill 1 exploration well, including testing and cooking as appropriate, committing for this purpose a minimum financial amount of US$ 10 million unless the data from the first exploration well demonstrates that there is not a reasonable technical case for drilling the second exploration well in the contract area. In addition, concurrent with the signing of this contract, Marathon Petroleum shall deliver to the government a payment guarantee issued by a parent company or ultimate parent company, in the form and content acceptable to the government in respect of Marathon Petroleum's payment obligations with respect to the first sub-period and the Marathon Petroleum exploration tranche. Not later than 60 days after the commencement of the second sub-period, Marathon Petroleum shall provide the government, if so required by the government, with a joint and several guarantee of such parent company or ultimate parent company of Marathon Petroleum in the form and content acceptable to the government as forth in Annex C and relating to the Marathon Petroleum's payment obligations.

If a dispute arises under the contract, the parties shall first use their reasonable endeavors to negotiate promptly in good faith a mutually acceptable resolution of the dispute. The parties shall attempt to settle the dispute by negotiation between senior representatives. Senior representatives are individuals who have authority to negotiate the settlement on behalf of the parties and for the government, the Minister of natural resources. If the dispute cannot be settled by negotiation, the dispute may be referred to mediation in accordance with the London Court of International Arbitration (LCIA) mediation procedure which is deemed incorporated in the contract by reference. If the dispute is not settled by mediation, the dispute may be referred to arbitration in accordance with the LCIA rules which is incorporated in the contract by reference for final determination. The arbitration shall be held in London, England and shall be conducted in English. The arbitration shall be heard by 3 arbitrators. During the arbitral proceeding and until the dispute is determined, the parties are required to continue to perform their obligations under the contract and take no actions that would impair the contract. The parties agree that the arbitral award shall be final and not be subject to any appeal including an appeal to the English courts on issues of law. The government fully and irrevocably waives any claim to immunity for itself or any of its assets. This waiver includes any claim to immunity from any expert determination, mediation, arbitration, enforcement of any decision, settlement, award or judgment or the service of processes.

Unless exceptions under the contract apply, the parties undertake to keep all data and information relating to the contract and the petroleum operations confidential during the entire term of the contract and to refrain from divulging such information to third parties without the specific consent of the other party. The confidentiality obligation shall not apply to: 1) information which is, or through no fault of the parties becomes, a part of the public domain; 2) information which is known to the recipient at the date of disclosure; 3) information disclosed in compliance with any applicable, by a government agency having jurisdiction over such party or its affiliates, or by a court order or any legal proceedings with jurisdiction over such party or its affiliates; or 4) disclosure required pursuant to the rules and regulations of any government or recognized stock exchange having jurisdiction over Marathon Petroleum or its affiliates. In accordance with prudent international petroleum industry practice, confidential information may be disclosed to: 1) Marathon Petroleum's affiliates, employees, officers, directors for the purpose of the petroleum operations and subject to Marathon Petroleum ensuring that customary precautions to keep the information confidential is taken; 2) consultants or agents retained by Marathon Petroleum or its affiliates for the purpose of analyzing or evaluating information; 3) banks or other financial institutions, including any such consultants retained by the banks, engaged by Marathon Petroleum or its affiliate for the purpose of financing the petroleum operations. 4) bona fide prospective assignees of a participating interest under the contract; 5) prospective or actual subcontractors engaged by a party; and 6) any other person with the prior written approval of the non-disclosing party. Subject to the contract, Marathon Petroleum is precluded from engaging in the sale or exchange of any data relating to the petroleum operations without the approval of the government which shall not be unreasonably withheld or delayed where in Marathon Petroleum's opinion such sale or exchange would benefit the petroleum operation.

This contract, including any dispute arising therefrom, shall be governed by English law.

Except with respect to a dispute arising under Art. 4.13 or Art. 4 between the government and any holder of a government interest, the government hereby fully and irrevocably waives any claim to immunity for itself or any of its assets. This waiver includes any claim to immunity from any expert determination, mediation, arbitration, enforcement of any decision, settlement, award or judgment or the service of processes.

The obligations of Marathon Petroleum under the contract shall not be changed by the government and the general and overall equilibrium between the parties under the contract shall not be affected in a substantial and lasting manner. The government guarantees that for the entire duration of the contract, it will maintain the stability of the legal, fiscal and economic conditions of the contract as they result from the contract and from laws and regulations in force on the date of signing the contract. If at any time after the effective date there is a change in the fiscal, legal and economic framework under the Kurdistan region law or other applicable law in or to the Kurdistan region which adversely affects Marathon Petroleum, or any person entitled to benefits under the contract, the terms and conditions of the contract shall be altered to restore Marathon Petroleum or such other person to the same overall economic position (taking into account home country taxes) as they would have been if the change did not occur. If Marathon Petroleum believes that its economic position or that of any person entitled to benefits under this contract has been detrimentally affected by any change, upon Marathon Petroleum's written request, the parties shall meet to agree on any necessary measures or amendments to the terms of the contract to reestablish the equilibrium between the parties and restore Marathon Petroleum or such other person to the position (taking into account home country taxes) they were prior to the occurrence of the change. If the parties fail to agree on the merit of amending the contract or on any amendment to be made within 90 days from Marathon Petroleum's request to meet, or such other period as may be agreed by the parties, Marathon Petroleum may refer the matter directly to arbitration in accordance with the provision for arbitration under the contract. Without prejudice to the foregoing, Marathon Petroleum shall be entitled to the benefits of any future changes in the petroleum legislation or any other legislation complementing, amending or replacing it.