While waiting for his non-compete agreement with Fleet Oil to expire, Haslam focused on the Virginia and Kentucky areas. A former Pilot board member and early associate of Haslam, Jimmy Smith, later recalled that Haslam would sometimes spend days driving around a city, analyzing its traffic patterns, before deciding on a new location for a filling station. By 1965, Pilot had grown to a dozen stations, but was struggling with debt, and thus sold a 50% stake in the company to Marathon Oil. Marathon provided Pilot with a consistent supply of source oil and a $4 million loan, which allowed the company to further expand.