Natural Gas Storage Services Business in Ohio

Sale of substantially all of assets of the Lake Shore Gas Storage Inc. The seller's assets (the “Assets”) are: (a) interests in approximately 140 mineral rights leases (the “Leases”); and (b) a gas storage field. The seller's hold a 60% interest in the Leases; Blair Group holds the remaining 40% interest in the Leases. The Sale Assets also include:

• All real and tangible personal property of Sellers, including, but not limited to, the compressor station building, the land on which said building sits, the wells, and the compressor station, as each is identified on Schedule 2, together with all storage field equipment and all other equipment needed to operate the storage field, whether or not such equipment is titled in the name of the Sellers;
• All mineral rights of Sellers, including, but not limited to, all shallow and deep mineral rights associated with the leasehold interests identified on Schedule 1;
• All inventories of Sellers, including, but not limited to, all stored gas and minerals;
• All accounts receivable of Sellers as of the Closing Date;
• All governmental authorizations and all pending applications therefor or renewals thereof;
• All data and records related to the operations of Sellers, including client and customer lists and records, referral sources, research and development reports and records, production reports and records, service and warranty records, equipment logs, operating guides and manuals, financial and accounting records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and records (all in the state in which such records and information presently exists) and, subject to legal requirements, copies of all Personnel records and any other records described in this Agreement;
• All of the intangible rights and property of Sellers, good-will, telephone and telecopy numbers, domain names, e-mail addresses, and websites, to the extent any of the foregoing are transferable;
• All leasehold improvements;
• All Intellectual Property;
• All software and supplies;
• Warranties and guarantees received by Sellers from vendors and suppliers, to the extent transferable;
• All claims against third parties relating to the Acquired Assets, whether choate or inchoate, known or unknown, contingent or non-contingent;
• All rights relating to deposits and retainers, claims for refunds and rights to offset;
• All other assets, properties, rights and claims of the Sellers of any kind or nature which relate to the Acquired Assets, which are used or are useful to the Acquired Assets not otherwise described above;
• All current claims for refund of taxes and other governmental charges of whatever nature; and
• Sellers’ corporate seals, stock record books, corporate record books containing minutes of meetings of directors and stockholders, tax returns and records, books of account and ledgers and such other records having to do solely with the Buyer’s organization or stock capitalization or excluded assets or excluded liabilities; provided, however, that the Acquired Assets shall not include any information or communications of Sellers that are protected by any applicable privilege (including the attorney-client privilege), the work product doctrine, or other immunity under applicable Law (the “Sellers’ Privileges”) or the right to assert, waive, or claim any of the Sellers’ Privileges, except that, notwithstanding the Sellers’ Privileges, Sellers will cooperate with Buyer in the prosecution or defense of the claims set forth in Section 2.1(l).