Casey's General Stores (CASY)

ARTICLE II. SALE AND TRANSFER OF THE ACQUIRED ASSETS

Section 2.01. Transfer of Assets. Subject to the terms and conditions herein set

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forth, during the Transfer Period Seller shall Transfer to Purchaser, and Purchaser shall Acquire from Seller, all of the respective rights, titles, and interests of Seller in and to the Acquired Assets, except as set forth in Section 3.07 hereof with respect to assets as to which Seller has elected to postpone the sale and to enter into a lease with the Purchaser. A list of the Acquired Assets is set forth on Schedule 2.01 hereto. The Acquired Assets are to be Transferred as follows:

A. The Company: Acquired Company Assets. All Acquired Assets other than those assets comprising, situated at, associated with or specific to the Locations shall be Transferred and Acquired as of the Closing Date, subject to the provisions of this Agreement.

B. Locations: Acquired Assets. All the Locations set forth on Schedule 2.01 hereto and the other Acquired Assets situated at, associated with or specific to each Location shall be Transferred by Seller and Acquired (or leased pursuant to Section 3.07) by Purchaser at the Purchaser’s convenience, provided all Locations are Transferred during the Transfer Period. Purchaser shall endeavor to provide Seller at least five (5) business days notice (exclusive of Saturdays, Sundays and holidays) in writing prior to the Transfer Date of each Location.

Section 2.02. Transfer Free of Encumbrances. Except as set forth on Schedule 2.02, Seller agrees that the Transfer by Seller of the Acquired Assets to Purchaser as herein provided shall be on the Transfer Date (except as set forth on Schedule 2.01), free and clear of all Encumbrances, and shall be made by appropriate deeds, bills of sale, endorsements, assignments and other instruments of transfer and conveyance reasonably satisfactory in form and substance to Purchaser and its counsel.

Section 2.03. Certain Excluded Assets. Notwithstanding any other provision of this Agreement to the contrary, the Acquired Assets shall not include the following assets of Seller wherever situated (collectively, the “Excluded Assets”):

(a) all cash on hand or on deposit;

(b) all inventory at the Locations which in the exercise of good faith is not found to be of merchantable quality or which is otherwise excluded pursuant to Section 3.03;

(c) all assets of any kind or character located at, associated with or specific to the Retained Locations;

(d) all securities issued by any Person and owned by Seller;

(e) all Accounts Receivable;

(f) the Real Property of Company and Shareholder not situated at, associated with or specific to the Locations;

(j) all original copies of financial statements, Tax Returns and other financial or Tax records and information of Seller;

(k) Seller’s copies of all Files and records provided to Purchaser (Purchaser may retain the original);

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(h) the stock records and minute books of Seller; and

(i) all rights, causes of action and claims of Seller under or pursuant to the terms and conditions of this Agreement.

Within a reasonable time (but not more than thirty (30) days) following the Transfer Date (except as permitted in Section 5.04), Seller shall remove all tangible personal property included in the Excluded Assets from any of the Locations. The Purchaser grants Seller the right and license to enter upon the properties or facilities of the Purchaser at reasonable times and upon reasonable notice to the Purchaser to remove the Excluded Assets as provided in the foregoing sentence.

Section 2.04. No Assumption of Liabilities. Except as set forth on Schedule 2.04, Purchaser shall not assume, and will not agree to assume or pay or perform, and Purchaser shall not be responsible for in any manner, any obligations or liabilities of Seller , direct or indirect, known or unknown, choate or inchoate, absolute, fixed or contingent.

Section 2.05. Subsequent Documentation. At any time and from time to time after the Closing Date, Seller and Shareholder shall, upon the request of Purchaser, and Purchaser shall, upon the request of Seller, promptly execute, acknowledge and deliver, or cause to be executed, acknowledged, and delivered, such further instruments and other documents, and perform or cause to be performed such further acts, as may be reasonably required to evidence or effectuate (a) the Transfer hereunder of the Acquired Assets, (b) the performance by the parties of any of their other respective obligations under this Agreement, and (c) the purposes and intent of this Agreement.

Section 2.06. Assignment of Contracts. To the extent that the assignment of all or any portion of any of the Assigned Contracts shall require the consent of any other party thereto, the execution of this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof. Prior to the Closing, Seller agrees to obtain the consent of each such other party to the assignment thereof to Purchaser; provided, that no modification of any such Assigned Contracts shall be made without Purchaser’s prior written consent.