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measured as of 7:00 a.m. CDT on the Effective Date.  Each Buyer will purchase
the Seller Inventories, relative to the portion of the Assets being transferred
to such Buyer, from Seller as provided in Section 2.2.2(i).

  7.2  Expenses.  Seller will be responsible for the payment of all operating
expenses and capital expenditures related to the Assets the Seller transfers
under this Agreement and attributable to the period prior to the Effective Date.
Each Buyer will be responsible for the payment of all operating expenses and
capital expenditures related to the Assets such Buyer receives attributable to
the period on and after the Effective Date.  Any party that pays any expenses
that are the responsibility of another party will be reimbursed for those
expenses as provided in Sections 2.2 and 2.3 of this Agreement.

 7.3 Taxes and Incidental Expenses.

     7.3.1 Ad Valorem, Real Property and Personal Property Taxes. Ad valorem,
real property, personal property and similar obligations on the Assets the
Seller transfers under this Agreement are the obligation of Seller for periods
before the Effective Date and are the obligation of the affected Buyer for
periods after the Effective Date. All such taxes will be prorated as of the
Effective Date and accounted for as a closing adjustment to the Cash
Consideration, as provided in Section 2.2 of this Agreement.

     7.3.2   Income Taxes.  Each party shall be responsible for its own state
income and federal income taxes, if any, as may result from this transaction.

     7.3.3 Sales and Use Taxes. Each Buyer will be responsible for all sales,
use and similar taxes applicable to the transfer of the Assets it receives. If
Seller is required to pay such sales, use and similar taxes on behalf of either
Buyer, such Buyer will reimburse Seller at Closing for all such sales, use and
similar taxes.

     7.3.4 Franchise Taxes. Seller will be responsible for any franchise taxes
assessed, based on the Seller's ownership of the Assets before the Effective
Date. Each Buyer will be responsible for any franchise taxes assessed, based on
such Buyer's ownership of the Assets after the Effective Date.

     7.3.5 Incidental Expenses. Each party shall bear its own respective
expenses incurred in connection with the negotiation and Closing of this
transaction, including its own consultants' fees, attorneys' fees, accountants'
fees, and other similar costs and expenses.

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