Assets of Electrical Equipment/Supplies Manufacturing Business

Sale of substantially all of assets of the Advantage Energy Joint Venture, which includes:

• All compression and generator units owned by Seller and Red River, as identified in Schedule 2.01(a) and all spare parts and supplies owned by Seller and Red River at Service Centers or repair shops together with all improvements at all offices and Service Centers;
• All contracts and leases between Seller and Red River related to the compression and generator units identified in Section 2.01(a) hereof, including fifty percent (50%) of Seller's: (A) interest in the Master Lease; and, (B) Seller's beneficial interest in Red River's financial obligations due to Seller under the Master Lease (the "Buyer Master Lease Claim"), and all contracts and leases between Red River and its customers related to the compression and generator units identified in Section 2.01(a) hereof to the extent such contracts and leases are assignable, and as identified in Schedule 2.01(b), without limitation (collectively, the "Assigned Contracts");
• All books, records, inventories and other papers used in ownership and operation of the Assets;
• To the extent transferable under applicable bankruptcy and non-bankruptcy law, all licenses, permits, and registrations used in or necessary for the operation of the Assets;
• Subject to the qualification in 2.02 (c), all proceeds from the operation and ownership of the Assets including accounts receivable due and payable on or after the Closing Date;
• Solely to the extent they are transferrable and assignable: Red River's business entity doing business as Advantage Energy Solutions, all Red River and Advantage Energy Solutions contracts and leases, including Master Service Agreements, related to the compression and generator units, and all Red River Service Center Assets, including tools, books, records, furniture, trade fixtures, equipment, inventory, and other tangible personal property that is owned or leased (including vehicle leases) by Seller or Red River, if any such lease is assumed by Buyer, customer phone numbers and web and e-mail addresses, employee phones and computer equipment, and other assets supporting Red River's operations; and
• Except to the extent included in Excluded Assets in Section 2.012 (c), any trade credits, accounts receivable, proceeds or revenues to the extent attributable to the Assets related to operations occurring prior to the Closing Date; and
• Red River's interest in leased equipment to the extent the lease is designated by Buyer and the obligations thereunder are assumed by Buyer prior to Closing.