Exhibit
      10.7

     

    AMENDED
      AND RESTATED

    LIMITED
      LIABILITY COMPANY AGREEMENT 

    OF

    ESSEX
      HOLDINGS, LLC

     

    AMENDED
      AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”),
      dated
      as of October 31, 2008, between Ronald Schad (“Schad”),
      Martin A. Kroll (“Kroll”),
      William O’Rourke (“O’Rourke”),
      William L. Erwin (“Erwin”),
      and
      Hyde Park Acquisition Corp., a Delaware corporation (“HPAC”).
      

     

    WHEREAS,
      Kirtland Capital Partners III L.P., an Ohio limited partnership, Kirtland
      Capital Company III LLC, a Turks and Caicos Island limited liability company,
      and Schad entered into a Limited Liability Company Agreement, dated as of May
      23, 2000 (the “Original
      Agreement’),
      with
      respect to the Company;

     

    WHEREAS,
      such Limited Liability Company Agreement was amended as of May __, 2001 to
      provide for the addition of Kroll and O’Rourke as members of the Company, and
      Erwin was subsequently admitted as a member of the Company (Kroll, O’Rourke and
      Erwin, along with the initial members of the Company, are referred to as the
      “Original
      Members”);

     

    WHEREAS,
      the Original Members entered into that certain Purchase Agreement, dated as
      of
      March 6, 2008, (the “Purchase
      Agreement”)
      among
      the Company, Essex Crane Rental Corp. and HPAC, pursuant to which HPAC acquired
      the majority of the interests in the Company;

     

    WHEREAS,
      in connection with the Purchase Agreement, the parties hereto agreed that Schad,
      Kroll, O’Rourke and Erwin would retain certain interests in the Company, subject
      to the terms of this Agreement; 

     

    WHEREAS,
      the parties hereto have determined to amend and restate the Original Agreement,
      which shall be superseded and replaced in all respects; and

     

    WHEREAS,
      the Company will elect to be treated as a corporation for tax purposes upon
      consummation of the transactions contemplated by the Purchase
      Agreement.

     

    NOW,
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, and subject to the terms and conditions set
      forth
      herein, the parties hereby agree as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      ONE

     

    Definitions

     

    The
      defined terms used in this Agreement shall, unless the context otherwise
      requires, have the meanings specified in this Article
      One.

     

    “Act”
shall
      mean the Delaware Limited Liability Company Act, 6 Del. L. § 18-101, et seq., as
      it may be amended from time to time, and any successor to the Act.

     

    “Business
      Day”
shall
      mean any day except Saturday, Sunday and any day which shall be a federal legal
      holiday in the United States or a day on which banking institutions in the
      State
      of New York are authorized or required by law or other government action to
      close.

     

    “Class
      A Unitholder”
shall
      mean any holder of Class A Units.

     

    “Class
      B Unitholder”
shall
      mean any holder of Class B Units.

     

    “Certificate
      of Formation”
shall
      mean the Company’s Certificate of Formation as filed with the Secretary of State
      on May 4, 2000, as the same may be amended, supplemented or restated from time
      to time.

     

    “Code”
shall
      mean the Internal Revenue Code of 1986, as amended from time to time (or any
      corresponding provisions of any succeeding law).

     

    “Company”
shall
      mean Essex Holdings, LLC, a Delaware limited liability company.

     

    “Distributive
      Rights”
      shall
      mean a Unitholder’s right to receive distributions under this
      Agreement.

     

    “HPAC
      Common Stock”
shall
      mean shares of common stock, par value $0.0001 per share, of HPAC.

     

    “Managing
      Unitholder”
shall
      mean HPAC, or its successor or assign.

     

    “Person”
shall
      mean any individual, partnership, corporation, limited liability company,
      unincorporated organization or association, trust or other entity.

     

    “Secretary
      of State”
shall
      mean the Delaware Secretary of State.

     

    “Transfer”
shall
      mean any sale, transfer, gift, assignment, pledge or grant of a security
      interest, by operation of law or otherwise, in or of a Unit or other interest
      in
      the Company or of rights under this Agreement, excluding, however, any grant
      of
      such a security interest in favor of the Company.

     

    
      
        
        

      

      
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    “Unit”
      means an
      interest of a Unitholder in the equity of the Company, representing a fractional
      part of the equity interests of all Unitholders and shall include Class A Units
      and Class B Units; provided, that any class or group of Units issued shall
      have
      the relative rights, powers, and duties set forth in this
      Agreement.

     

    “Unitholder”
      means
      any owner of one or more Units as reflected on the Company’s books and records,
      and any person admitted to the Company as a Substituted Unitholder, but only
      for
      so long as such person is shown on the Company’s books and records as the owner
      of one or more Units.

     

    ARTICLE
      TWO

     

    Organization

    


    2.1  Formation;
      Continuation.
      The
      Company was formed as a limited liability company pursuant to the provisions
      of
      the Act upon the execution and filing of the Certificate of Formation with
      the
      Secretary of State on May 4, 2000. The Unitholders do hereby continue the
      Company as a limited liability company pursuant to the provisions of the Act
      and
      this Agreement. Notwithstanding anything to the contrary contained herein,
      neither the acquisition of interests in the Company referred to in the preamble
      to this Agreement nor the amendment and restatement contained herein is intended
      to be, or shall be, a termination (other than solely for income tax purposes)
      of
      the limited liability company created by and pursuant to the terms and
      provisions of the Original Agreement, as amended (as now being continued
      pursuant to the terms and provisions of this Agreement), it being the intent
      of
      the Unitholders to continue the Company’s existence without
      termination.

     

    2.2  Name.
      The
      name of the Company is “Essex Holdings, LLC.”

     

    2.3  Purposes.
      The
      purposes for which the Company is formed are as follows: to engage in any lawful
      act or activity for which limited liability companies may be organized under
      the
      laws of the State of Delaware and to do all things necessary or useful in
      connection with the foregoing. 

     

    2.4  Offices.  The
      Company’s principal place of business and mailing address shall be c/o Hyde Park
      Acquisition Corp., 461 Fifth Avenue, 25th
      Floor,
      New York, New York 10017, or at such other place as the Managing Unitholder
      may
      from time to time designate. The office in Delaware shall be located at 1209
      Orange Street, Wilmington, Delaware 19801 or such other location as the Managing
      Unitholder may from time to time designate. 

     

    2.5  Duration.
      The
      term of the Company commenced on the date that the Certificate of Formation
      was
      filed with the Secretary of State and shall continue in full force and effect
      until terminated in accordance with the provisions of this Agreement.


     

    2.6 Unitholders
      and Units.
      The
      Company is authorized to issue two classes of Units to be designated
      respectively as “Class
      A Units”
and
      “Class
      B Units.”
The
      total number Class A Units that the Company is authorized to issue is 632,911.
      The total number of Class B Units that the Company shall have authority to
      issue
      is 150,000,000. The Unitholders shall own the number and class of Units in
      the
      Company as set forth on Schedule
      I
      hereto.
      The Managing Unitholder may issue additional Units, or create and issue new
      classes of Units, at such times and on such terms as the Managing Unitholder
      shall determine. Unless named in this Agreement, or unless admitted to the
      Company as a substituted or new Unitholder as provided herein, no Person shall
      be considered a Unitholder or a member, and the Company need deal only with
      the
      Unitholders so named and so admitted. The Company shall not be required to
      deal
      with any other Person by reason of an assignment by a Unitholder or by reason
      of
      the dissolution, death or bankruptcy of a Unitholder, except as otherwise
      provided in this Agreement.

     

    
      
        
        

      

      
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    2.7
      Capital.
      No
      Unitholder shall be required to make any contribution of capital to the Company
      and, except as set forth below, no Unitholder shall be entitled to withdraw
      any
      part of his or its capital from the Company. No Unitholder shall be entitled
      to
      demand or receive any property from the Company other than cash except as
      expressly provided herein. No Unitholder shall be paid interest on any capital
      contributed to the Company. The Managing Unitholder shall have the right to
      contribute and withdraw capital from the Company in such amounts and at such
      times as the Managing Unitholder shall determine.

     

    2.8
      Management;
      Voting.
      The
      overall business, operations and affairs of the Company shall be managed by
      the
      Managing Unitholder, and the conduct of the Company’s day to day business shall
      be controlled and conducted solely and exclusively by the Managing Unitholder.
      In addition to and not in limitation of any rights and powers conferred by
      law
      or other provisions of this Agreement, the Managing Unitholder shall have and
      may exercise on behalf of the Company all powers and rights necessary, proper,
      convenient or advisable to effectuate and carry out the purposes, business
      and
      objectives of the Company. No other Unitholder shall have any voting, consent
      or
      approval rights of any nature whatsoever, whether as a class or otherwise,
      or
      the right to participate in the management or conduct of the Company. No other
      Unitholder shall transact business for the Company, nor shall any other
      Unitholder have power to sign, act for or bind the Company, all of such powers
      being vested solely and exclusively in the Managing Unitholder. 

    


    ARTICLE
      THREE

     

    Unitholders
      Not Liable for Company Losses; Indemnification

     

    3.1
      No
      Personal Liability.
      The
      Unitholders shall have no personal liability for the losses, debts, claims,
      expenses or encumbrances of or against the Company or its property.

     

    3.2
      Right
      to Indemnification.
      Each
      Person (an “Indemnified
      Person”)
      who was
      or is made a party or is threatened to be made a party to or is involved in
      any
      threatened, pending or completed action, suit or proceeding, whether civil,
      criminal, administrative, arbitrative or investigative (a “Proceeding”),
      or any
      appeal in such a Proceeding, by reason of the fact that he or it was or is
      a
      manager or Unitholder of the Company, shall be indemnified by the Company
      against judgments and penalties (including excise and similar taxes and punitive
      damages), fines, settlements and reasonable costs and expenses (including,
      without limitation, attorneys’ fees) actually incurred by such Indemnified
      Person in connection with such Proceeding unless a judgment or other final
      adjudication adverse to such Indemnified Person establishes that his acts were
      committed in bad faith or were the result of active and deliberate dishonesty
      and were material to the cause of action so adjudicated or that he personally
      gained in fact a profit or other advantage to which he was not legally
      entitled.

     

    
      
        
        

      

      
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    3.3  Success
      on Merits.
      To the
      extent that a Person has been successful, on the merits or otherwise, in the
      defense of any Proceeding referred to in Sections
      3.2
      or in
      defense of any claim, issue or matter therein, such Person shall be indemnified
      against expenses (including attorneys’ fees and disbursements) actually and
      reasonably incurred by such Person in connection therewith.

     

    3.4  Survival.
      Indemnification under this Article shall continue as to a Person who has ceased
      to serve in the capacity which initially entitled such Person to indemnity
      hereunder. The rights granted pursuant to this Article shall be deemed contract
      rights, and no amendment, modification or repeal of this Article shall have
      the
      effect of limiting or denying any such rights with respect to actions taken
      or
      Proceedings arising prior to any such amendment, modification or
      repeal.

     

    3.5  Advance
      Payment.
      The
      right to indemnification conferred by this Article shall include the right
      to be
      paid or reimbursed by the Company for the reasonable expenses incurred in
      advance of the final disposition of the Proceeding and without any determination
      as to the Person’s ultimate entitlement to indemnification; provided,
      however,
      that
      the payment of such expenses incurred in advance of the final disposition of
      a
      Proceeding shall be made only upon delivery to the Company of a written
      affirmation by such Person of his good faith belief that he has met the standard
      of conduct necessary for indemnification under this Article and a written
      undertaking, by or on behalf of such Person, to repay all amounts so advanced
      if
      it shall ultimately be determined that such Person is not entitled to be
      indemnified under this Article or otherwise.

     

    3.6
      Savings
      Clause.
      If this
      Article or any portion thereof shall be invalidated on any ground by any court
      of competent jurisdiction, then the Company shall nevertheless indemnify and
      hold harmless each Indemnified Person as to costs, charges and expenses
      (including attorneys’ fees), judgments, fines and amounts paid in settlement
      with respect to any Proceeding to the full extent permitted by any applicable
      portion of this Article that shall not have been invalidated and to the fullest
      extent permitted by applicable law.

    


    ARTICLE
      FOUR

    


    Distributions

     

    4.1
      Distributions
      Generally.
      The
      timing and amount of any distributions of funds of the Company shall be
      determined by the Managing Unitholder. The Managing Unitholder may authorize
      distributions to one or more classes of Unitholders without providing for
      distributions to all or any other class of Unitholders. For the avoidance of
      doubt, Class A Unitholders shall only be entitled to distributions from the
      Company with respect to their Class A Units as provided in Section
      4.2.
      

     

    
      
        
        

      

      
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    4.2
      Class
      A Distributions.
      In the
      event that HPAC sets a record date for the payment of a cash dividend to holders
      of HPAC Common Stock, concurrent with the payment of such dividend by HPAC,
      each
      holder of Class A Units as of such record date shall be entitled to receive
      a
      cash distribution from the Company with respect to each Class A Unit held as
      of
      such record date equal to the amount of the dividend payable in respect of
      the
      number of shares of HPAC Common Stock into which such Class A Unit is
      exchangeable as of such record date pursuant to Article Six hereof. Any such
      distribution shall be made by the Company on the date of payment of the
      applicable dividend by HPAC.

     

    ARTICLE
      FIVE

     

    Transfers
      of Units

     

    5.1
      Transfers
      of Units.
      No
      Class A Unitholder shall have the right to Transfer all or any portion of his
      or
      its Units, except with the consent of the Managing Unitholder or as otherwise
      permissible under this Agreement; provided,
      however,
      that
      during the lifetime of a Class A Unitholder who is a natural person such
      Unitholder’s Distributive Rights may be transferred to one or more members of
      such Unitholder’s Immediate Family (or to one or more trusts established solely
      for the benefit of such Unitholder and/or one or more members of such
      Unitholder’s Immediate Family or to one or more partnerships or limited
      liability companies in which the only partners or members, as the case may
      be,
      are such Unitholder and/or members of such Unitholder’s Immediate Family), and
      upon the death of a Unitholder or any such transferee who is a natural person,
      such Distributive Rights may be transferred to his estate or beneficiaries,
      but
      such transferee(s) shall acquire no other rights hereunder unless admitted
      as
      Unitholders in accordance with the provisions of Section
      5.2.
      A Class
      B Unitholder shall have the right to freely Transfer all or any portion of
      its
      Units.

     

    5.2
      Substitute
      Unitholders.
      Notwithstanding anything to the contrary contained in this Agreement, an
      assignee of a Unit shall have the right to become a substituted Unitholder
      (a
“Substituted
      Unitholder”)
      in the
      Company only if (1) the consent of the Managing Unitholder has been obtained
      (which consent may be granted or withheld in the sole and absolute discretion
      of
      the Managing Unitholder, except that such consent shall be granted in the case
      of a transfer permitted by the proviso in Section 5.1 hereof), (2) the assignor
      so provides in an instrument of assignment, (3) the assignee agrees in writing
      to be bound by the terms of this Agreement, and (4) the assignee pays the
      reasonable costs incurred by the Company in preparing and recording any
      necessary amendments to this Agreement and the Certificate of Formation, unless
      waived by the Managing Unitholder. The foregoing requirements shall be deemed
      satisfied with respect to Transfers of Class A Units to HPAC pursuant to
Section
      6.1
      hereof,
      and HPAC shall be admitted to the Company as a Substituted Unitholder.


     

    
      
        
        

      

      
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    ARTICLE
      SIX

     

    Exchange
      Right

     

    6.1 Exchange
      Right.
      Each
      Class A Unitholder shall have the right, at any time and from time to time
      and
      without the need for consent from the Managing Unitholder (except as required
      in
      the proviso in this Section
      6.1),
      to
      exchange any or all of his or its Units into shares of HPAC Common Stock;
provided,
      however,
      a Class
      A Unitholder shall not be permitted to effectuate an exchange pursuant to this
      Section
      6.1
      with
      respect to a number of Class A Units representing less than 25% of the total
      Class A Units held by such Class A Unitholder as of the date of this Agreement
      unless such Class A Unitholder has first obtained the consent of the Managing
      Unitholder. A Class A Unitholder shall exercise its right under this
Section
      6.1
      by
      delivering to the Company a notice in the form attached hereto as Annex A (a
      “Notice
      of Exchange”)
      specifying therein the number of Units to be exchanged and the date on which
      such exchange is to be effected (an “Exchange
      Date”),
      which
      Exchange Date shall not be earlier than the date which is five (5) Business
      Days
      after the date of such Notice of Exchange. An exchange of Class A Units for
      HPAC
      Common Stock hereunder shall constitute a Transfer of Class A Units to HPAC
      by
      the applicable Class A Unitholder. The Company shall maintain records showing
      the number of Units exchanged and the date of such exchanges, which Company
      records, absent error, shall be controlling and determinative. 

     

    6.2 Calculation
      of Exchange.
      Each
      Class A Unit shall be exchangeable for one share of HPAC Common Stock (such
      exchange ratio, the “Exchange
      Ratio”
and
      the
      shares deliverable upon an exchange of Class A Units, the “Exchange
      Shares”),
      as
      adjusted pursuant Section
      6.6
      hereof.

     

    6.3 Certificates. Subject
      to the terms of that certain Escrow Agreement, dated as of even date herewith,
      among the Purchaser, the Original Members and Key Bank, N.A., on or as soon
      as
      reasonably practicable after an Exchange Date, HPAC will cause its transfer
      agent to deliver to the applicable Class A Unitholder a certificate or
      certificates representing the Exchange Shares deliverable on such Exchange
      Date.
      Each such certificate shall bear the following restrictive legend:

     

    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE
      STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
      RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT
      AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
      THEREFROM.

     

    
      
        
        

      

      
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    6.4 Reservation
      of Shares.
      HPAC
      covenants that it will at all times reserve and keep available out of its
      authorized and unissued shares of HPAC Common Stock solely for the purpose
      of
      issuance upon exchange of the Units, each as herein provided, free from
      preemptive rights or any other actual contingent purchase rights of persons
      other than the Class A Unitholders, not less than such number of shares of
      HPAC
      Common Stock as shall be issuable (taking into account the adjustments and
      restrictions of Section
      6.6)
      upon
      the exchange of the aggregate number of Class A Units. HPAC covenants that
      all
      shares of HPAC Common Stock that shall be so issuable shall, upon issue, be
      duly
      and validly authorized, issued and fully paid, nonassessable.

     

    6.5 Fractional
      Shares. HPAC
      shall not issue stock certificates representing fractions of shares of HPAC
      Common Stock deliverable on an Exchange Date, but instead shall round up the
      number of Exchange Shares issuable on an Exchange Date to the next whole share
      of HPAC Common Stock.

     

    6.6 Adjustments.

     

    6.6.1 If
      outstanding shares of the HPAC Common Stock shall be subdivided into a greater
      number of shares, or a dividend in shares of HPAC Common Stock or other
      securities of HPAC convertible into or exchangeable for HPAC Common Stock (in
      which latter event the number of shares of HPAC Common Stock issuable upon
      the
      conversion or exchange of such securities shall be deemed to have been
      distributed) shall be paid to holders of HPAC Common Stock, or if outstanding
      shares of HPAC Common Stock shall be combined into a smaller number of shares,
      in each case, the Exchange Ratio in effect immediately prior to such subdivision
      or combination or at the record date of such dividend, as applicable, shall,
      simultaneously with the effectiveness of such subdivision or combination or
      immediately after such record date, as applicable, be appropriately adjusted.
      

     

    6.6.2 In
      the
      event of any capital reorganization, any reclassification of HPAC Common Stock
      (other than a change in par value), or the consolidation or merger of HPAC
      with
      or into another Person (collectively referred to hereinafter as “Reorganizations”),
      upon
      a subsequent exchange of a Unitholder’s Class A Units, the Class A Unitholder
      shall be entitled to receive, and provision shall be made therefor in any
      agreement relating to a Reorganization, the kind and number of shares of HPAC
      Common Stock or other securities or property (including cash) of HPAC, or other
      corporation resulting from such consolidation or surviving such merger, which
      would have been due in connection with such Reorganization to a holder of the
      number of shares of HPAC Common Stock for which such Class A Units could have
      been exchanged as of the date of any such Reorganization; and in any such case
      appropriate adjustment shall be made in the application of the provisions herein
      set forth with respect to the rights and interests thereafter of the Class
      A
      Unitholders, to the end that the provisions set forth herein (including the
      specified adjustments to the Exchange Ratio) shall thereafter be applicable,
      as
      nearly as reasonably may be, in relation to any shares, other securities or
      property thereafter receivable upon exchange of the Class A Units. The
      provisions of this Section
      6.6.2
      shall
      similarly apply to successive Reorganizations.

     

    
      
        
        

      

      
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    6.6.3 In
      each
      case of an adjustment or readjustment of the Exchange Ratio or the number or
      kind of securities deliverable upon exchange of the Class A Units, HPAC, at
      its
      expense, shall cause its Chief Financial Officer to compute such adjustment
      or
      readjustment in accordance with this Article Six and prepare a certificate
      showing such adjustment or readjustment, and shall mail such certificate, by
      first-class mail, postage prepaid, to each Class A Unitholder at their address
      as shown on the Company’s books and records. The certificate shall set forth
      such adjustment or readjustment, showing in detail the facts upon which such
      adjustment or readjustment is based, and such certificate shall, absent error,
      be controlling and determinative.

     

    6.7 Mandatory
      Exchange.
      The
      Managing Unitholder shall have the right, exercisable by written notice to
      the
      Class A Unitholders to such effect, to cause the mandatory exchange of all
      outstanding Class A Units for the number of shares of HPAC Common Stock
      determined in accordance with Section
      6.2
      hereof:

     

    (a)
      upon
      or in connection with the Transfer by HPAC of a majority of its Units to one
      or
      more third parties which are not related to or affiliated with HPAC, on an
      arms’-length basis, in one transaction or a series of related
      transactions;

     

    (b)
      upon
      or in connection with a dissolution and liquidation of the Company;
      or

     

    (c)
      at
      any time after December 31, 2010.

     

    ARTICLE
      SEVEN

     

    Dissolution,
      Liquidation and Termination

     

    7.1
      Dissolution.

     

    7.1.1
      The
      Company shall dissolve upon, but not before, the first to occur of the
      following:

     

    (a)
      A
      unanimous vote of the Unitholders in favor of dissolution; 

     

    (b)
      The
      disposition of substantially all of the assets of the Company; 

     

    (c)
      The
      dissolution, bankruptcy, death, resignation, expulsion or incompetency of any
      Unitholder unless within 180 days after such event the remaining Unitholders
      elect to continue the business of the Company, or if only one Unitholder
      remains, such Unitholder elects to continue the business of the Company;
provided,
      however,
      that,
      in the event of a Unitholder’s death, such additional Unitholders shall not
      dilute, reduce or otherwise affect the distribution rights attributable to
      the
      Units of a deceased Unitholder; and

     

    (d)
      Any
      other event which, under the Act, would cause the dissolution of a limited
      liability company unless within 180 days after such event the remaining
      Unitholders elect to continue the business of the Company, or if only one
      Unitholder remains, such Unitholder elects to continue the business of the
      Company and admits additional Unitholders in order to do so.

     

    
      
        
        

      

      
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    7.1.2
      Upon dissolution of the Company, the Company shall immediately commence to
      wind
      up its affairs and the Managing Unitholder shall proceed with reasonable
      promptness to liquidate the business of the Company.

     

    7.1.3
      During the period of the winding up of the affairs of the Company, the rights
      and obligations of the Unitholders shall continue.

     

    7.2
      Liquidation.
      The
      Company shall terminate after its affairs have been wound up and its assets
      fully distributed in liquidation as follows:

     

    (a)
      first, to the payment of the debts and liabilities of the Company and the
      expenses of liquidation;

     

    (b)
      next,
      to the setting up of any reserves which the Managing Unitholder may deem
      reasonably necessary for any contingent or unforeseen liabilities or obligations
      of the Company, provided that any reserves not necessary to satisfy such
      liabilities or obligations are distributed as soon as practicable; 

     

    (c)
      next,
      to the Unitholders, to the extent such Persons have made loans to the Company,
      an amount equal to any unpaid accrued interest on, and then the principal
      balance of, such loans; and 

     

    (d)
      thereafter, to the Class B Unitholder.

     

    7.3
      Cancellation
      of Certificate of the Company.
      Upon
      the completion of the liquidation of Company’s property, the Managing Unitholder
      shall cause the cancellation of the Certificate of Formation.

     

    ARTICLE
      EIGHT

     

    Company
      Property

     

    8.1  Company
      Property.
      The
      Company’s property shall consist of all Company assets and all Company funds.
      Title to the property and assets of the Company may be taken and held only
      in
      the name of the Company or in such other name or names as shall be determined
      by
      the Managing Unitholder. All property now or hereafter owned by the Company
      shall be deemed owned by the Company as an entity and no Unitholder,
      individually, shall have any ownership of such property. Title to the assets
      and
      properties, real and personal, now or hereafter owned by or leased to the
      Company, shall be held in the name of the Company or in such other name or
      names
      as the Managing Unitholder shall determine; provided,
      however,
      that if
      title is held other than in the name of the Company, the Person or Persons
      who
      hold title shall certify by instrument duly executed and acknowledged, in form
      for recording or filing, that title is held as nominee and/or trustee for the
      benefit of the Company pursuant to the terms of this Agreement and an executed
      copy of such instrument shall be delivered to the Managing Unitholder.


     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

       

    

    8.2
      Prohibition
      Against Partition.
      Each
      Unitholder hereby permanently waives and relinquishes any and all rights it
      may
      have to cause all or any part of the property of the Company to be partitioned,
      it being the intention of the Unitholders to prohibit any Unitholder from
      bringing a suit for partition against the other Unitholder, or any one of them.
      

     

    ARTICLE
      NINE

     

    Records
      and Accounting; Fiscal Affairs

     

    9.1
      Fiscal
      Year.
      The
      fiscal year of the Company shall end December 31.

     

    9.2  Tax
      Elections.
      The
      Managing Unitholder shall have the authority to make any elections for Federal
      income tax purposes to the extent permitted by applicable law and
      regulations.

     

    ARTICLE
      TEN

    


    Miscellaneous

     

    10.1
      Notice.
      All
      notices, requests, demands and other communications hereunder shall be made
      in
      writing and shall be deemed to have been given if delivered by hand or by
      facsimile with a confirmation copy mailed first class registered mail, return
      receipt requested, postage and registry fees prepaid, to the Unitholders at
      the
      addresses set forth on Schedule
      I
      attached
      hereto. Any address may be changed by notice given to the Unitholders, as
      aforesaid, by the party whose address for notice is to be changed.

     

    10.2
      Separability.
      The
      invalidity or unenforceability of any provision in this Agreement shall not
      affect the other provisions hereof and this Agreement shall be construed in
      all
      respects as if such invalid or unenforceable provision were
      omitted.

     

    10.3
      Interpretation.
      This
      Agreement shall be interpreted and construed in accordance with the laws of
      the
      State of Delaware. All pronouns and any variations thereof shall be deemed
      to
      refer to the masculine, feminine, neuter, singular, or plural as the identity
      of
      the Person or Persons referred to may require. The captions of sections of
      this
      Agreement have been inserted as a matter of convenience only and shall not
      control or affect the meaning or construction of any of the terms or provisions
      hereof.

     

    10.4
      Entire
      Agreement.
      The
      parties hereto agree that all understandings and agreements heretofore made
      between them (including, without limitation, the Original Agreement, as amended)
      are merged in this Agreement, which fully and completely expresses their
      agreement with respect to the subject matter hereof. There are no promises,
      agreements, conditions, understandings, warranties, or representations, oral
      or
      written, express or implied, among the parties hereto, other than as set forth
      in this Agreement or in any related agreements executed simultaneously herewith.
      All prior agreements among the parties (including, without limitation, the
      Original Agreement, as amended) are superseded by this Agreement which
      integrates all promises, agreements, conditions, and understandings among the
      parties with respect to the Company and its property. 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

       

    

    10.5
      Termination,
      Revocation, Waiver, Modification or Amendment.
      This
      Agreement, and any provisions hereunder, may be terminated, revoked, waived,
      modified or amended at any time, and from time to time, at the discretion of
      the
      Managing Unitholder, provided, that no termination, revocation, waiver,
      modification or amendment of Section
      4.2,
      Article
      Six, or this Section
      10.5
      of this
      Agreement shall be binding unless consented to in writing and executed by the
      Managing Unitholders and the Unitholders holding at least a majority of the
      Class A Units, and provided, further, that no termination, revocation, waiver,
      modification or amendment of Article 3 of this Agreement shall be binding unless
      consented to in writing and executed by all of the Unitholders.

     

    10.6
      Binding
      Effect.
      This
      Agreement shall be binding upon, and shall inure to the benefit of, the parties
      hereto and their respective successors, permitted assigns, heirs, executors,
      administrators and legal representatives.

     

    10.7
      Further
      Assurances.
      Each of
      the parties hereto agrees to execute, acknowledge, deliver, file, record and
      publish such further certificates, instruments, agreements and other documents,
      and to take all such further action as may be required by law or deemed by
      the
      Unitholders to be necessary or useful in furtherance of the Company’s purposes
      and the objectives and intentions underlying this Agreement and not inconsistent
      with the terms hereof.

     

    10.8
      No
      Reliance by Third Parties.
      The
      provisions of this Agreement are not for the benefit of any creditor or other
      Person other than a Unitholder, and no creditor or other Person shall obtain
      any
      rights under this Agreement or by reason of this Agreement, or shall be able
      to
      make any claim in respect of any debts, liabilities or obligations against
      the
      Company or any Unitholder.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement effective
      as of
      the date first above written.

     

    UNITHOLDERS:

    
      	
               

              /s/
                Ronald Schad

            	 
	
              RONALD
                SCHAD

            	 
	 	 
	 	 
	
              /s/
                Martin A. Kroll

            	 
	
              MARTIN
                A. KROLL

            	 
	 	 
	 	 
	
              /s/
                William O’Rourke

            	 
	
              WILLIAM
                O’ROURKE

            	 
	 	 
	 	 
	
              /s/
                William L. Erwin

            	 
	
              WILLIAM
                L. ERWIN

            	 
	 	 
	 	 
	
              HYDE
                PARK ACQUISITION CORP.

            	 
	 	 
	 	 
	
              By:
                /s/
                Laurence Levy

            	 
	
              Name:
                Laurence Levy

            	 
	
              Title:
                Chief Executive Officer

            	 


    

    


    [Signature
      Page to Amended and Restated LLC Agreement]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ANNEX
      A

    


    NOTICE
      OF EXCHANGE

     

    The
      undersigned hereby elects to exchange Class A Units of Essex Holdings, LLC
      into
      shares of common stock, par value $0.0001 (the “Common
      Stock”),
      of
      Hyde Park Acquisition Corp., a Delaware corporation (“HPAC”), as set forth
      below. If shares are to be issued in the name of a person other than the
      undersigned, the undersigned will pay all transfer taxes payable with respect
      thereto and is delivering herewith such certificates and opinions reasonably
      requested by HPAC in accordance therewith. No fee will be charged to the holder
      for any exchange, except for such transfer taxes, if any.

    


    
      	
              Exchange
                Terms:

            	 
	 	
              Date
                to Effect Exchange:

            
	 	 
	 	
              Number
                of Units to be Exchanged:

            
	 	 
	 	
              Number
                of shares of Common Stock to be issued:

            
	 	 
	 	 
	 	
              Signature:

            
	 	 
	 	
              Name:

            
	 	 
	 	
              Address:

            


    


    
      
         

        -

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      I

     

    OWNERSHIP
      INTERESTS IN THE COMPANY

    


    


    
      	
              UNITHOLDER

            	 	
              NUMBER OF 

              CLASS A UNITS

            	 	
              NUMBER OF 

              CLASS B UNITS

            	 
	 	 	 	 	 	 
	
              1.     Ronald
                Schad

              2104
                Indian Creek Drive

              Manitowoc,
                WI 54220

            	 	 	
              493,670

            	 	 	
              0

            	 
	 	 	 	 	 	 	 	 
	
              2.     Martin
                A. Kroll

              36
                W802 Red Gate Court

              St.
                Charles, IL 60175

            	 	 	
              75,950

            	 	 	
              0

            	 
	 	 	 	 	 	 	 	 
	
              3.     William
                O’Rourke

              13253
                Callan Drive

              Orland
                Park, IL 60462

            	 	 	
              25,317

            	 	 	
              0

            	 
	 	 	 	 	 	 	 	 
	
              4.     William
                L. Erwin

              997
                Troon Trace

              Winter
                Springs, FL 32708

            	 	 	
              37,974

            	 	 	
              0

            	 
	 	 	 	 	 	 	 	 
	
              5.     Hyde
                Park Acquisition Corp.

              461
                Fifth Avenue, 25th
                Floor

              New
                York, New York 10017

              Attn: Laurence
                S. Levy

              Edward
                Levy

            	 	 	
              0

            	 	 	
              150,000,000

            	 
	 	 	 	 	 	 	 	 
	
                 
                TOTAL:

            	 	 	
              632,911

            	 	 	
              150,000,000