Assets of Texas Intermodal Business

Sale of assets of Interstate Commodities Inc (the “Seller”) located at 1801 West Farmers Avenue, Amarillo, Texas. The sale assets include all of seller’s right, title and interest in, to and under the following assets, properties and rights of Seller, owned by, used by Seller in or in connection with the Business (collectively, the “Purchased Assets”):

• All supplies, inventory and instruments, owned, leased, licensed or used by Seller in or in connection with the Business whether or not located at the Business Locationwith any such leases or licenses to be assigned to Purchaser (collectively, the “Inventory”);
• All office and other equipment owned, leased, licensed or used by Seller or in connection with the Business of Seller located at the Business Location with any such leases or licenses to be assigned to Purchaser;
• All furniture and fixtures (including leasehold improvements) owned by Seller located at the Business Location;
• The items referenced above in Sections 1.2(a), (b) and (c) are more particularly described in Schedule 1.2(d) and without material deviation will be transferred to the Purchaser at the Closing;
• With respect to the assets described in this Section 1.2(a) and 1.2(b), all hardware, software, information systems and data, passwords, with applicable license agreements assigned to Purchaser, together with all manufacturer manuals, as well as assignment of all manufacturer warranties (to the extent such warranties are assignable), all with appropriate applicable consents;
• All records and files pertaining to the operation of the Business, including work files, mailing records and contracts; provided, however, that notwithstanding anything set forth herein, Seller or the representative of its bankruptcy estate shall have access to and the ability to photocopy same, upon reasonable advance notice to Purchaser and at Seller’s or the bankruptcy estate representative’s sole expense for a period of one (1) year following the Closing Date;
• All claims of Seller against third parties (but not meant to include Seller’s claims for accounts receivable) relating to the Purchased Assets that pertain solely to the Purchased Assets’ value or operation;
• All rights of Seller relating to deposits and prepaid expenses relating to the Purchased Assets, claims for refunds and rights to offset in respect thereof relating to the Purchased Assets, subject to the provisions in Section 1.4.5;
• All contracts identified in Schedule 2.8, other than those that may be excluded pursuant to Section 2.8(b), but including any contracts that may be added pursuant to Section 2.8(b), as determined by Purchaser in its sole discretion (collectively, the “Assumed and Assigned Contracts”);
• All licenses, permits and accreditations relating to the Business, to the extent such licenses, permits and accreditations may be transferred to Purchaser;
• All telephone and facsimile numbers as provided for in Section 1.2.1;
• All Assumed and Assigned Leases (as defined and provided for in Section 1.2.2); and
• All goodwill of the Business.