Unassociated Document


    EXECUTION
      VERSION

     

    
      
 

    PURCHASE
      AGREEMENT

     

    by
      and among

     

    ESSEX
      CRANE RENTAL CORP.,

     

    ESSEX
      HOLDINGS LLC,

     

    KCP
      SERVICES LLC (as Seller Representative),

     

    THE
      MEMBERS OF ESSEX HOLDINGS LLC

     

    and

     

    HYDE
      PARK ACQUISITION CORP.

     

    Dated
      as of March 6, 2008 
       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



     

    
      	
              TABLE
                OF CONTENTS

            
	 
	 	 	
              Page

            
	 	 	 
	
              ARTICLE
                I

            	
              DEFINITIONS

            	
              1

            
	
              ARTICLE
                II

            	
              SALE
                AND PURCHASE

            	
              10

            
	
              ARTICLE
                III

            	
              CLOSING

            	
              14

            
	
              ARTICLE
                IV

            	
              REPRESENTATIONS
                AND WARRANTIES RELATING TO THE COMPANY

            	
              14

            
	
              ARTICLE
                V

            	
              REPRESENTATIONS
                AND WARRANTIES OF HOLDINGS

            	
              29

            
	
              ARTICLE
                VI

            	
              REPRESENTATIONS
                AND WARRANTIES RELATING TO THE PURCHASER

            	
              31

            
	
              ARTICLE
                VII

            	
              COVENANTS
                AND AGREEMENTS

            	
              33

            
	
              ARTICLE
                VIII

            	
              CONDITIONS
                PRECEDENT TO OBLIGATIONS OF PURCHASER

            	
              40

            
	
              ARTICLE
                IX

            	
              CONDITIONS
                PRECEDENT TO OBLIGATIONS OF THE MEMBERS

            	
              42

            
	
              ARTICLE
                X

            	
              TERMINATION
                OF AGREEMENT

            	
              43

            
	
              ARTICLE
                XI

            	
              INDEMNIFICATION

            	
              45

            
	
              ARTICLE
                XII

            	
              TAX
                MATTERS

            	
              49

            
	
              ARTICLE
                XIII

            	
              MISCELLANEOUS
                AND GENERAL

            	
              50

            


    

     

    SCHEDULES:

     

    
      	
              Schedule
                1-A

            	 	
              Interests/Retained
                Interest Value

            
	
              Schedule
                1-B

            	 	
              Change
                of Control Payments

            
	
              Schedule
                1-C

            	 	
              Exceptions
                to GAAP

            
	
              Schedule
                1-D

            	 	
              Permitted
                Liens

            
	
              Schedule
                4.8

            	 	
              Equipment
                Sales

            
	
              Schedule
                6.6

            	 	
              Financing

            
	
              Schedule
                7.1

            	 	
              Interim
                Operations of the Company

            
	
              Schedule
                8.2

            	 	
              Consents

            
	
              Schedule
                8.4

            	 	
              Director
                Resignations

            


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    EXHIBITS:

     

    
      	
              Exhibit
                A

            	 	
              Working
                Capital Calculations

            
	
              Exhibit
                B

            	 	
              Lock
                Up Agreement

            
	
              Exhibit
                C

            	 	
              Escrow
                Agreement

            
	
              Exhibit
                D

            	 	
              Compliance
                Agreement

            
	
              Exhibit
                E

            	 	
              Employment
                Agreement(s)

            
	
              Exhibit
                F 

            	 	
              New
                LLC Agreement

            
	
              Exhibit
                G

            	 	
              Registration
                Rights Agreement

            
	
              Exhibit
                H

            	 	
              Release

            
	
              Exhibit
                I

            	 	
              New
                Credit Agreement

            


    

    


    

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      



    PURCHASE
      AGREEMENT

     

    THIS
      PURCHASE AGREEMENT (this “Agreement”)
      is made
      and entered into as of March 6, 2008, by and among, Essex Crane Rental Corp.,
      a
      Delaware corporation (the “Company”),
      Essex
      Holdings LLC, a Delaware limited liability company (“Holdings”),
      the
      members of Holdings (as hereinafter defined) listed on the signature page to
      this Agreement (the “Members”),
      KCP
      Services, LLC, as Seller Representative (the “Seller
      Representative”)
      and
      Hyde Park Acquisition Corp., a Delaware corporation (the “Purchaser”).

     

    RECITALS

     

    A.      Holdings
      owns all of the issued and outstanding shares of capital stock of the
      Company.

     

    B.      The
      Members own all of the issued and outstanding membership interests of Holdings
      in the ownership percentages listed opposite such Member’s name as further set
      forth on Schedule
      1-A
      (the
“Interests”).

     

    C.      The
      Members desire to sell to the Purchaser, and the Purchaser desires to purchase
      from the Members, the Purchased Interests (as defined below), subject to the
      terms and conditions set forth in this Agreement.

    


    NOW,
      THEREFORE, in consideration of the foregoing and the respective representations,
      warranties, covenants and agreements set forth herein, and subject to the terms
      and conditions set forth herein, the parties hereby agree as
      follows:

     

    ARTICLE
      I

     

    DEFINITIONS

     

    For
      purposes of this Agreement:

     

    “Accounting
      Fees”
      has the
      meaning set forth in Section
      7.8(f).

     

    “Accounts
      Receivable”
      means:
      (i) all trade accounts receivable and other rights to payment from customers
      of
      the Company and the full benefit of all security for such accounts or rights
      to
      payment, including all trade accounts receivable representing amounts receivable
      in respect of goods shipped or products sold or services rendered to customers
      of the Company; (ii) all other accounts or notes receivable of the Company
      and
      the full benefit of all security for such accounts or notes; and (iii) any
      Action, remedy or other right related to any of the foregoing

     

    “Action”
      or
“Actions”
      means
      any lawsuit, proceeding, order, condemnation, administrative enforcement
      proceeding, audit, hearing or arbitration proceeding, at law or in equity,
      or by
      or before any Governmental Authority.

     

    “Affiliate”
      means
      with respect to any Person, any Person that directly or indirectly, controls,
      is
      controlled by or is under common control with such Person.

     

    “Agreement”
      has the
      meaning set forth in the preamble.

     

    “Applicable
      Rate”
      means
      the prime rate of interest reported from time to time in The
      Wall Street Journal.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Auditor”
      has the
      meaning set forth in Section
      2.3(b).

     

    “Audited
      Financial Statements”
      has the
      meaning set forth in Section
      4.1(a).

     

    “Balance
      Sheet Date”
      has the
      meaning set forth in Section
      4.1(a).

     

    “Blue
      Sky Laws”
      means
      the securities laws of the states and territories of the United States of
      America.

     

    “Bonus
      Amounts”
      means
      any and all cash bonuses to employees of the Company accrued through the Closing
      Date (including any cash bonuses payable to the Company’s employees in
      connection with the transactions contemplated by this Agreement, but excluding
      Change of Control Payments).

     

    “Business
      Combination”
      shall
      mean, with respect to any Person, any merger, consolidation or combination
      to
      which such Person is a party, any sale, dividend, split or other disposition
      or
      acquisition of capital stock or other ownership interests of such Person, or
      any
      sale, dividend or other disposition or acquisition of all or substantially
      all
      of its assets and properties of such Person.

     

    “Business
      Day”
      means
      any day other than a Saturday, Sunday or a day on which banks in the State
      of
      New York are authorized or obligated by Law or executive order to
      close.

     

    “Ceiling
      Amount”
      has the
      meaning set forth in Section
      9.5(a).

     

    “Change
      of Control Payments” means
      those liabilities set forth on Schedule
      1-B,
      which
      are to be paid by the Purchaser at the Closing pursuant to Section
      2.2(c)(i)
      hereof.

     

    “Claim”
      has the
      meaning set forth in Section
      11.7(a).

     

    “Claims
      Notice”
      has the
      meaning set forth in Section
      11.8(a).

     

    “Claim
      Response”
      has the
      meaning set forth in Section
      11.8(a).

     

    “Closing”
      has the
      meaning set forth in Article
      III.

     

    “Closing
      Balance Sheet”
      means an
      unaudited balance sheet of the Company as of the Closing Date prepared by the
      Company pursuant to Section
      2.3
      hereof,
      prepared in accordance with the methodology set forth in Exhibit
      A
      attached
      hereto.

     

    “Closing
      Date”
      has the
      meaning set forth in Article
      III.

     

    “Closing
      Form 8-K”
      has the
      meaning set forth in Section
      7.10.

     

    “COBRA”
      has the
      meaning set forth in Section
      4.7(g).

     

    “Code”
      means
      the Internal Revenue Code of 1986, as amended, and the rules and regulations
      promulgated thereunder.

     

    “Commission”
has
      the
      meaning set forth in Section
      7.8(a).

     

    “Company”
      has the
      meaning set forth in the preamble.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    “Company
      Business”
      has the
      meaning set forth in Section
      7.14(a).

     

    “Company
      Intellectual Property”
      means
      any Intellectual Property owned by the Company, whether solely or jointly with
      any other Person.

     

    “Compliance
      Agreement” means
      that certain Compliance Agreement, in the form attached hereto as Exhibit
      D,
      and
      executed by the Parties simultaneously with the execution of this
      Agreement.

     

    “Confidentiality
      Agreement”
      means
      the confidentiality agreement, dated August 29, 2007 between Houlihan Lokey
      Howard & Zukin Capital, Inc. and Purchaser.

     

    “Contracts”
      means
      all contracts, leases, licenses, and other agreements (including any amendments
      and other modifications thereto), whether written or oral, to which the Company
      is a party that are in effect on the date of this Agreement.

     

    “Controlled
      Group” means
      the
      Company and any trade or business, whether or not incorporated, which is treated
      together with the Company as a single employer under Section 4001(b)(1) of
      ERISA
      or Sections 414(b), (c), (m) or (o) of the Code.

     

    “Employee
      Plans”
      has the
      meaning set forth in Section
      4.7.

     

    “Employment
      Agreements”
      has the
      meaning set forth in Section
      7.15.

     

    “Environment”
      shall
      mean soil, surface waters, ground waters, land, stream, sediments, surface
      or
      subsurface strata and ambient air.

     

    “Environmental
      Condition”
      shall
      mean any condition with respect to the Environment on or off any Facility caused
      by a release of Hazardous Substances or violation of Environmental Laws, whether
      or not yet discovered, which reasonably could be expected to or does result
      in
      any obligation or liability of the Company arising under any Environmental
      Laws.

     

    “Environmental
      Laws” shall
      mean all Laws relating to the pollution of or protection of the Environment,
      from contamination by, or relating to injury to, or the protection of, real
      or
      personal property or human health or the Environment, including, but not limited
      to all such principles under which claims may be alleged for any type of injury
      or damage relating to contamination from a Hazardous Substance, without
      limitation, all Laws pertaining to reporting, licensing, permitting,
      investigation, disclosure, inventorying, remediation or removal of, emissions,
      discharges, releases or threatened releases of Hazardous Substances, chemical
      substances, pesticides, petroleum or petroleum products, pollutants,
      contaminants or hazardous or toxic substances, materials or wastes, into the
      Environment, or relating to the manufacture, processing, distribution, use,
      treatment, storage, disposal, transport or handling of Hazardous Substances,
      pollutants, contaminants or hazardous or toxic substances, materials or wastes,
      including, without limitation, the Oil and Pollution Act of 1990, the
      Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA)
      of 1980, the Resource Conservation and Recovery Act of 1976, the Emergency
      Planning and Community Right to Know Act of 1986, the Federal Water Pollution
      Control Act, the Toxic Substances Control Act, the Safe Drinking Water Act,
      the
      Clean Air Act of 1990 and the Occupational Safety and Health Act., the Safe
      Drinking Water Act, the Clean Air Act of 1990 and the Occupational Safety and
      Health Act.

     

    “ERISA”
      means
      the Employee Retirement Income Security Act of 1974, as amended, and the rules
      and regulations promulgated thereunder.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    “Escrow
      Agent”
      means
      Key Bank, N.A.

     

    “Escrow
      Agreement”
      has the
      meaning set forth in Section
      2.2(e).

     

    “Escrow
      Amount”
      means
      $7,000,000 plus the Escrowed Interests.

     

    “Escrowed
      Interests”
      means
      the Retained Interests held by Kirtland or the shares of Purchaser Stock issued
      to Kirtland in exchange therefor.

     

    “Escrow
      Fund”
      has the
      meaning set forth in Section
      2.2(d).

     

    “Estimated
      Closing Balance Sheet”
      means an
      estimated unaudited balance sheet of the Company as of the Closing Date prepared
      by the Company in the same manner as the Closing Balance Sheet of the
      Company.

     

    “Estimated
      Working Capital”
      means an
      amount equal to an estimation of the Working Capital of the Company as reflected
      on the Estimated Closing Balance Sheet of the Company.

     

    “Excess
      Consideration”
      has the
      meaning set forth in Section
      2.3(c).

     

    “Excess
      Payment”
      has the
      meaning set forth in Section
      2.3(a).

     

    “Exchange
      Act”
      means
      the Securities Exchange Act of 1934, as amended.

     

    “Facility”
      shall
      mean any facility that is now or has heretofore been owned, leased or operated
      by the Company.

     

    “Fundamental
      Representations means
      the
representations
      and warranties in Section
      4.2
      (Taxes),
Section
      4.15
      (No
      Brokers), Section
      4.17(b)
      (Organization and Standing; Capital Structure), Sections
      5.1
      (Organization and Standing; Authorization); Section
      5.2
      (Capitalization and Title) and Section
      5.4
      (No
      Brokers).

     

    “Funded
      Indebtedness” means
      the
      total amount of the Company’s and Holdings’ Indebtedness outstanding as of the
      Closing Date, including, without limitation, Indebtedness arising in connection
      with the Recapitalization and Indebtedness arising under those Contracts and
      instruments identified on the Seller Disclosure Schedule pursuant to
Section
      4.8(a)(vi),
      but
      excluding the Wachovia Swap Agreements to the extent such agreements are not
      terminated pursuant to Section
      2.3(e).

     

    “GAAP”
      means
      generally accepted accounting principles in the United States of
      America.

     

    “Governmental
      Authority” shall
      mean any (i) federal, state, local, provincial, territorial, municipal, foreign,
      or other government, (ii) governmental or quasi-governmental authority of any
      nature or (iii) other body (including privately constituted arbitral tribunals)
      exercising any statutory, administrative, judicial, arbitrative, legislative,
      police, regulatory, or taxing authority or power.

     

    “Hazardous
      Substance” shall
      mean any substance whether solid, liquid or gaseous in nature:

     

    (i)      the
      presence of which requires notification, investigation, or remediation under
      any
      Environmental Law;

     

    (ii)      which
      is
      defined as “toxic”, a “hazardous waste”, “hazardous material” or “hazardous
      substance” or “pollutant” or “contaminant” under any Environmental
      Laws;

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    (iii)      which
      is
      toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic,
      mutagenic or otherwise hazardous and is regulated under any Environmental Law;
      

     

    (iv)      which
      contains gasoline, diesel fuel or other petroleum hydrocarbons or volatile
      organic compounds; or

     

    (v)      which
      contains polychlorinated byphenyls (PCBs) or asbestos or urea formaldehyde
      foam
      insulation.

     

    “Holdings”
      has the
      meaning set forth in the preamble.

     

    “HSR
      Approval” means
      all
      waiting period requirements shall have expired or been terminated under the
      Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

     

    “HSR
      Filing”
      has the
      meaning set forth in Section
      7.4.

     

    “Indebtedness”
      means,
      with respect to any Person at any date, without duplication: (i) all obligations
      of such Person for borrowed money or in respect of loans or advances, (ii)
      all
      obligations of such Person evidenced by bonds, debentures, notes or other
      similar instruments or debt securities, (iii) all obligations of such Person
      secured by a Lien (other than a Permitted Lien), (iv) all guarantees of such
      Person in connection with any of the foregoing, and (v) all accrued interest,
      prepayment premiums or penalties related to any of the foregoing, but excluding
      all obligations arising under the New Credit Agreement.

     

    “Indemnifying
      Party”
      means
      any Person required to provide indemnification under this
      Agreement.

     

    “Indemnitee”
      means
      any Person entitled to indemnification under this Agreement.

     

    “Insurance
      Policies”
      has the
      meaning set forth in Section
      4.11.

     

    “Intellectual
      Property”
      means
      any and all patents and patent applications; trademarks, service marks, trade
      names, brand names, trade dress, slogans, logos and Internet domain names and
      their associated goodwill; inventions, discoveries, formulae, designs, models,
      industrial designs, know-how, confidential information, proprietary information
      and trade secrets, whether or not patented or patentable; copyrights, writings
      and other copyrightable works and works in progress, databases, website content
      and software; all other intellectual property rights and foreign equivalents
      or
      counterpart rights and forms of protection of a similar or analogous nature
      or
      having similar effect in any jurisdiction throughout the world; all
      registrations and applications for registration of any of the foregoing; and
      any
      renewals, extensions, continuations, divisionals, reexaminations or reissues
      or
      equivalent or counterpart of any of the foregoing in any jurisdiction throughout
      the world.

     

    “Interests”
      has the
      meaning set forth in the recitals.

     

    “Interim
      Financial Statements”
      has the
      meaning set forth in Section
      4.1(a).

     

    “Inventory”
      means
      the
      consumable inventory of the Company, whenever located, including, without
      limitation, all spare parts and all other materials and supplies to be used
      in
      or consumed by the Company in the Ordinary Course of Business.

     

    “IRS”
      means
      the United States Internal Revenue Service.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    “Kirtland”
      means
      Kirtland Capital Partners III LP and Kirtland Capital Company III
      LLC.

     

    “Knowledge”
      means
      (a) in the case of the Members or Holdings, the actual knowledge of each Member,
      (b) in the case of the Company, the actual knowledge of Ronald L. Schad, William
      J. O’Rourke, Martin A. Kroll and William L. Erwin and the knowledge that would
      be expected to have been obtained by each of them upon due inquiry and
      reasonable investigation and (c) in the case of the Purchaser, the actual
      knowledge of Laurence S. Levy and Edward Levy. 

     

    “Law”
      means
      any law, statute, code, ordinance, regulation, order or rule of any Governmental
      Authority.

     

    “Leased
      Property”
      means
      the real property leased, subleased or otherwise occupied by the Company, other
      than any Temporary Storage Property, and all buildings and other structures,
      facilities or improvements currently located thereon.

     

    “Leases”
      means
      all agreements (including all amendments, extensions, renewals, guaranties
      and
      other agreements with respect thereto) to which the Company is leasing and/or
      occupying the Leased Property.

     

    “Liens”
      means
      any pledge, hypothecation, lien, preference, priority, security interest,
      mortgage, lien (statutory or otherwise), option, pledge, security agreement,
      easement, covenant, restriction or other similar encumbrance of any kind or
      nature whatsoever (including any conditional sale or other title retention
      agreement and any lease having substantially the same effect as any of the
      foregoing) including liens or other rights with respect to cash collateral
      or
      other security deposit arrangements.

     

    “Losses”
      means
      any and all losses,
      liabilities, claims, damages, penalties, interest, fines, judgments, awards,
      settlements, taxes, costs, fees (including, but not limited to, reasonable
      investigation fees but excluding (other than with respect to Losses arising
      from
      third party claims) consequential, punitive, indirect, exemplary damages or
      any
      damages measured by lost profits or a multiple of earnings), expenses
      (including, but not limited to, attorneys’ fees) and disbursements, in each
      case, calculated net of any applicable reserves on the Closing Balance
      Sheet.

     

    “Management
      Members”
      means
      Ronald L. Schad, Martin A. Kroll, William L. Erwin, and William J.
      O’Rourke.

     

    “Material
      Adverse Effect”
      means,
      with respect to the Company and Holdings, taken as a whole, on the one hand,
      or
      the Purchaser, on the other hand, as applicable, any change, occurrence or
      development that has a material adverse effect on the business, assets,
      liabilities, results of operations or financial condition of such party and
      its
      subsidiaries, if any, taken as a whole, but excluding any effect (a) resulting
      from general economic conditions (whether as a result of acts of terrorism,
      war
      (whether or not declared), armed conflicts or otherwise), (b) affecting
      companies in the industry in which it conducts its business generally, or (c)
      resulting from the announcement of this Agreement or the transactions
      contemplated hereby.

     

    “Material
      Contracts”
      has the
      meaning set forth in Section
      4.8(a).

     

    “Members”
      has the
      meaning set forth in the preamble.

     

    “Most
      Recent Balance Sheet”
      has the
      meaning set forth in Section
      4.1(a).

     

    “Multiemployer
      Plan”
      has the
      meaning set forth in Section
      4.7(a).

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    “New
      Credit Agreement”
      means
      the Second Amended and Restated Loan and Security Agreement attached as
Exhibit
      I.
      

     

    “New
      LLC Agreement”
      means
      the limited liability company agreement of Holdings attached as Exhibit
      F.
      

     

    “Order”
      means
      any order, judgment, ruling, injunction, assessment, award, decree or writ
      issued by any Governmental Authority.

     

    “Ordinary
      Course of Business”
      means
      the ordinary course of business consistent with past custom and practice
      including with regard to nature, frequency and magnitude.

     

    “OTC
      BB”
      has the
      meaning set forth in Section
      7.8(e).

     

    “Owned Real
      Property”
      has the
      meaning set forth in Section
      4.4(a).

     

    “Parties”
      means
      the parties to this Agreement.

     

    “Permits”
      means
      any license, permit, authorization, certificate of authority, certificate of
      occupancy, bond, approval, accreditation, franchise, registration, qualification
      or similar document or authority that has been issued or granted by any
      Governmental Authority.

     

    “Permitted
      Liens”
      means
      (a) Liens for taxes, assessments and other charges of Governmental Authorities
      not yet due and payable or being contested in good faith by appropriate
      proceedings for which collection or enforcement against the property is stayed
      and for which appropriate reserves have been established on the Most Recent
      Balance Sheet in accordance with GAAP, (b) mechanics,’ workmen’s, repairmen’s,
      warehousemen’s, carriers’ or other like Liens arising or incurred in the
      Ordinary Course of Business if the underlying obligations are not delinquent,
      (c) with respect to the Leased Property and Owned Real Property only (provided
      that there is no material impairment on the value and/or operations of the
      Company): (i) any conditions that are shown by a current, accurate survey,
      (ii)
      easements, encroachments, certain restrictions, rights of way and any other
      title matters of record which do not materially impair the value, occupancy
      or
      use of the Leased or Owned Real Property for the purposes for which it is
      currently used in connection with the business being conducted thereon, and
      (iii) zoning, building use and other similar restrictions which are not violated
      by or which create a material non-conformity of the current use and operation
      of
      the Leased or Owned Real Property, and (d) Liens identified on Schedule
      1-D.

     

    “Person”
      means
      any individual, sole proprietorship, partnership, corporation, limited liability
      company, joint venture, unincorporated society or association, trust or other
      legal entity or Governmental Authority.

     

    “Pre-Closing
      Periods”
      means
      all taxable periods of the Company ending on or before the Closing
      Date.

     

    “Pre-Closing
      Straddle Period”
      means
      the portion of any Straddle Period that begins before the Closing Date and
      ends
      on the Closing Date.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    “Pre-Closing
      Taxes” means
      all
      Taxes of Holdings or the Company for all Pre-Closing Periods and attributable
      to
      all Pre-Closing Straddle Periods. The portion of any Tax attributable to the
      Pre-Closing Straddle Period shall (a) in the case of any Taxes other than sales
      or use taxes, value-added taxes, employment taxes, withholding taxes, and any
      Tax based on or measured by income, receipts or profits earned during a Straddle
      Period, be deemed to be the amount of such Tax for the entire Straddle Period
      multiplied by a fraction, the numerator of which is the number of days in the
      Pre-Closing Straddle Period and denominator of which is the number of days
      in
      the Straddle Period, and (b) in the case of any sales or use taxes, value-added
      taxes, employment taxes, withholding taxes, and any Tax based on or measured
      by
      income, receipts or profits earned during a Straddle Period, be deemed equal
      to
      the amount that would be payable if the Straddle Period ended on and included
      the Closing Date. To the extent that any Tax for a Straddle Period is based
      on
      the greater of a Tax on net income, on the one hand, and a Tax measured by
      net
      worth or some other basis not otherwise measured by income, on the other hand,
      the portion of such Tax related to the Pre-Closing Straddle Period will be
      deemed to be (i) if the amount of such Tax for the Straddle Period is measured
      by net worth or such other basis, the amount of such Tax for the entire Straddle
      Period multiplied by a fraction, the numerator of which is the number of days
      in
      the Pre-Closing Straddle Period, and the denominator of which is the number
      of
      days in the Straddle Period or (ii) if the amount of such Tax for the Straddle
      Period is measured by net income, the amount of such Tax determined as though
      the Straddle Period ended on the Closing Date.

     

    “Proxy
      Statement”
      has the
      meaning set forth in Section
      7.8(a).

     

    “Purchased
      Interests”
      means
      all Interests other than the Retained Interests.

     

    “Purchaser”
      has the
      meaning set forth in the preamble.

     

    “Purchaser
      Claims”
      has the
      meaning set forth in Section
      11.3(d).

     

    “Purchaser
      Stock”
      means
      shares of the common stock, par value $0.0001 per share, of the Purchaser.
      

     

    “Purchaser
      Indemnitees”
      has the
      meaning set forth in Section
      11.3(a).

     

    “Purchaser
      Stockholder Approval”
      has the
      meaning set forth in Section
      7.8(a).

     

    “Recapitalization”
      has the
      meaning set forth in Section
      7.1(a).

     

    “Registration
      Rights Agreement”
      means
      the Registration Rights Agreement attached as Exhibit
      G.

     

    “Rental
      EBITDA”
      for any
      fiscal year means the excess of (i) gross revenue, excluding revenue from sales
      of Rental Equipment, for such fiscal year, over (ii) the sum of (x) total
      operating expenses for such fiscal year and (y) total selling, general &
administrative expenses for such fiscal year, calculated without giving effect
      to any non-cash obsolescence reserve charges established for the spare parts
      inventory which previously have not been recorded on the Audited Financial
      Statements.

     

    “Rental
      Equipment”
      means
      cranes and serialized attachments and other components owned by the Company
      and
      rented to customers by the Company in the Ordinary Course of
      Business.

     

    “Reported
      Rental EBITDA”
      means:
      (i) $13,967,000 for fiscal year 2005, (ii) $25,883,000 for fiscal year 2006,
      and
      (iii) $32,261,000 for fiscal year 2007.

     

    “Response
      Period”
      has the
      meaning set forth in Section
      11.8(a).

     

    “Responsible
      Party”
      has the
      meaning set forth in Section
      11.8(d).

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    “Retained
      Interest”
      means
      that number of Interests retained by the Members and classified as Class A
      Units
      in the New LLC Agreement in the amounts set forth on Schedule
      I-A
      thereto.

     

    “Retained
      Interest Value”
      means
      the value of a Member’s Retained Interest as set forth on Schedule
      1-A
      opposite
      such Members name.

     

    “Schedules”
      means
      the Schedules attached to this Agreement.

     

    “Securities
      Act”
      means
      the Securities Act of 1933, as amended.

     

    “Seller
      Disclosure Schedules”
      means
      those certain disclosure schedules separately delivered to Purchaser by Sellers
      on the date hereof.

     

    “Seller
      Indemnitees”
      has the
      meaning set forth in Section
      11.2.

     

    “Seller
      Representative”
      has the
      meaning set forth in the preamble.

     

    “Settlement
      Date”
      has the
      meaning set forth in Section
      2.3(d).

     

    “Shortfall
      Consideration”
      has the
      meaning set forth in Section
      2.3(c).

     

    “Shortfall
      Reduction”
      has the
      meaning set forth in Section
      2.3(a).

     

    “Signing
      form 8-K”
      has the
      meaning set forth in Section
      7.10.

     

    “Special
      Meeting”
      has the
      meaning set forth in Section
      7.8(a).

     

    “Straddle
      Period”
      means
      any taxable period that includes but does not end on the Closing
      Date.

     

    “Survival
      Period”
      has the
      meaning set forth in Section
      11.1.

     

    “Tax”
      or
“Taxes”
      means
      any federal, state, local, or foreign income, gross receipts, license, payroll,
      employment, excise, severance, stamp, occupation, premium, windfall profits,
      environmental (including taxes under Code Sec.59A), customs duties, capital
      stock, franchise, profits, withholding, social security (or similar),
      unemployment, disability, real property, personal property, sales, use,
      transfer, registration, value added, alternative or add-on minimum, estimated,
      or other tax of any kind whatsoever, including any interest, penalty, or
      addition thereto, whether disputed or not.

     

    “Tax
      Matter” has
      the
      meaning set forth in Section
      12.5.

     

    “Tax
      Returns” means
      any
      return, declaration, report, claim for refund, or information return or
      statement relating to Taxes, including any schedule or attachment thereto,
      and
      including any amendment thereof.

     

    “Taxing
      Authority”
      means
      any Governmental Authority responsible for the administration or imposition
      of
      any Tax.

     

    “Temporary
      Storage Property”
      means
      real property used by the Company pursuant to an oral license or oral lease,
      for
      which the maximum monthly fee paid by the Company for use of such real property
      does not exceed $500.00 per month per crane, and for which the Company can
      terminate the lease at anytime without liability other than (i) rent due for
      the
      month immediately prior to such termination date or the month immediately
      following such termination date, or (ii) liability under law for any damage
      done by the Company to such property.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    “Termination
      Date”
      has the
      meaning set forth in Section
      10.1(b).

     

    “Threshold
      Amount”
      has the
      meaning set forth in Section
      11.5(a).

     

    “Total
      Purchase Price”
      has the
      meaning set forth in Section
      2.2(a).

     

    “Transaction
      Expenses”
      means
      all costs, fees and expenses (including legal, accounting, consulting, advisory
      and brokerage fees and expenses) incurred by the Company or Holdings in
      connection with the negotiation and preparation of this Agreement and the
      transactions contemplated hereby and thereby, including without limitation
      the
      fees and expenses of professionals retained by Company or Holdings, in each
      case, to the extent incurred and unpaid prior to the Closing Date , in each
      case
      in the amount set forth in a pay off instruction letter delivered pursuant
      to
Section
      2.2(c).

     

    “Transfer
      Taxes”
      has the
      meaning set forth in Section
      13.3.

     

    “Wachovia
      Swap Agreements” means
      that certain ISDA Master Agreement, by and between Wachovia Bank, N.A. and
      the
      Company, dated as of July 6, 2005, and the related Rate Cap and Rate Floor
      Transaction Confirmation, dated as of March 2, 2007, as amended on September
      19,
      2007 

     

    “WARN”
      shall
      mean the Worker Adjustment and Retraining Notification Act of 1988, as
      amended.

     

    “Working
      Capital”
      means
      the amount of the excess of (i) the total of the Company’s current assets as of
      the Closing Date over (ii) the total of the Company’s current liabilities as of
      the Closing Date, in each case calculated (x) in accordance with GAAP (except
      for the modifications set forth on Schedule 1 hereto) and (y) with respect
      to
      those current assets and current liabilities specified on Exhibit
      A
      attached
      hereto, as provided in Exhibit
      A.

     

    “Working
      Capital Determination Date”
      has the
      meaning set forth in Section
      2.3(b).

     

    “Working
      Capital Target”
      has the
      meaning set forth in Section
      2.3(a).

     

    ARTICLE
      II

     

    SALE
      AND PURCHASE

     

    Section
      2.1      Sale
      and Purchase of the Interests.
      Upon the terms and subject to the conditions set forth in this Agreement and
      on
      the basis of the representations, warranties, covenants and agreements contained
      herein, at the Closing: (a) each Member shall sell, convey, assign and transfer
      to the Purchaser the Purchased Interests, free and clear of all Liens, (b)
      the
      Purchaser shall purchase and acquire such Purchased Interests and shall pay
      and
      deliver the Total Purchase Price for such Purchased Interests and (c) the
      Parties shall take the other actions required of them as described in this
      Agreement.

     

    Section
      2.2      Purchase
      Price.

     

    (a)      The
      purchase price for the Purchased Interests shall be the aggregate sum of
      $210,000,000 minus the aggregate Retained Interest Value (the “Total
      Purchase Price”).
      The
      Total Purchase Price shall be paid in accordance with Section
      2.2(c)
      and
      shall be subject to adjustment as set forth in Sections
      2.2(b) and 2.3.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    (b)      Within
      a
      reasonable time prior to the Closing, Holdings shall prepare and deliver to
      the
      Purchaser a statement, in form and substance reasonably satisfactory to the
      Purchaser, that sets forth Rental Equipment sales and Rental Equipment purchases
      that have been or will be made by the Company after January 1, 2008 through
      the
      Closing Date. The Company shall effect all such sales and purchases on terms
      that require full settlement in cash prior to the Closing Date. In the event
      that the dollar volume of Rental Equipment sales exceeds the dollar volume
      of
      Rental Equipment purchases made by the Company during such time period
      (“Excess
      Crane Sales”),
      then
      the Total Purchase Price payable to the Seller Representative, for the benefit
      of the Members, on the Closing Date will be decreased by the amount of such
      Excess Crane Sales. In the event that the dollar volume of Rental Equipment
      purchases exceeds the dollar volume of Rental Equipment sales made by the
      Company during such time period (“Excess
      Crane Purchases”),
      then
      the Total Purchase Price payable to the Seller Representative, for the benefit
      of the Members, on the Closing Date will be increased by the amount of such
      Excess Crane Purchases.

     

    (c)      At
      the
      Closing, the Purchaser shall pay the Total Purchase Price, as adjusted pursuant
      to Section
      2.2(b),
      plus
      (x) an amount equal to the Accounting Fees actually paid by the Company on
      or
      prior to the Closing, and (y) the amount due under the second proviso contained
      in Section
      13.2,
      minus
      (i) the Transaction Expenses, (ii) the Funded Indebtedness,
      (iii) the Change of Control Payments, (iv) the cash portion of the
      Escrow Amount, (v) 50% of all filing fees actually paid by Purchaser in
      connection with the HSR Filing or under any other applicable antitrust
      regulation, (vi) the Bonus Amounts, and (vii) if applicable, the amount
      necessary to fund the escrow fund contemplated by the Compliance Agreement,
      by
      wire transfer of immediately available funds to such account or accounts as
      the
      Seller Representative specifies to the Purchaser in writing at least two
      business days prior to the Closing Date. Prior to the Closing, the Seller
      Representative shall provide to the Purchaser payoff instruction letters, in
      form and substance reasonably acceptable to the Purchaser, with respect to
      the
      Transaction Expenses, the Funded Indebtedness, the Change of Control Payments,
      the Accounting Fees actually paid by the Company on or prior to the Closing,
      the
      amounts due under the second proviso contained in Section
      13.2,
      and the
      Bonus Amounts. The Transaction Expenses, the Funded Indebtedness and the Change
      of Control Payments shall be paid by the Purchaser at the Closing in accordance
      with such payoff instruction letters. When due and payable in the Ordinary
      Course of Business, the Purchaser shall pay or cause to be paid to the Persons
      entitled thereto (and as reduced by applicable withholding Taxes) the Bonus
      Amounts.

     

    (d)      At
      the
      Closing, the Purchaser shall deposit the cash portion of the Escrow Amount,
      and
      Kirtland shall deposit the Escrowed Interests, into escrow (the “Escrow
      Fund”)
      with
      the Escrow Agent. The Escrow Amount shall be distributed in accordance with
      the
      terms and conditions of the Escrow Agreement attached as Exhibit
      C
      hereto
      (the “Escrow
      Agreement”).
      

     

    (e)      Within
      a
      reasonable time prior to the Closing, Seller Representative shall notify
      Purchaser whether or not the Wachovia Swap Agreements will be terminated by
      the
      Company on or prior to the Closing Date. In the event the Wachovia Swap
      Agreements are terminated prior to Closing for any reason, all unpaid
      obligations of the Company to Wachovia under the Wachovia Swap Agreements
      associated with such termination will be included in the definition of Funded
      Indebtedness under this Agreement. In the event the Wachovia Swap Agreements
      remain in effect on and after the Closing Date and for as long as such Wachovia
      Swap Agreements remain in effect, the Seller Representative shall pay to
      Purchaser, within 10 days after the end of each calendar quarter following
      the
      Closing Date, an amount equal to the aggregate amount of the obligations of
      the
      Company to Wachovia under the Wachovia Swap Agreements settled in cash for
      such
      calendar quarter, and, to secure Seller Representative’s obligations under this
      Section 2.2(e), the Seller Representative shall, at the Closing, deposit a
      portion of the Total Purchase Price into an escrow account equal to the
      estimated liability of the Company to Wachovia associated with the termination
      of the Wachovia Swap Agreements assuming such termination occurred at the
      Closing as determined by the Purchaser and the Seller Representative after
      consultation with Wachovia Bank. Such escrow account shall be held by a bank
      or
      other financial institution mutually acceptable to Purchaser and Seller
      Representative and shall be held for such period and on such terms as Purchaser
      and Seller Representative may agree (it being understood that (i) the term
      of
      such escrow shall not extend beyond the termination of the Wachovia Swap
      Agreements, (ii) Seller Representative shall be permitted to use a portion
      of
      the escrow funds to purchase one or more hedging instruments to limit downside
      risk associated with the Wachovia Swap Agreements and (iii) Seller
      Representative shall be entitled to quarterly payments from such escrow equal
      to
      all interest income earned by such escrow during each quarter). In the event
      the
      Company receives payment from Wachovia on account of the Wachovia Swap
      Agreements, the Company shall remit such payment to Seller Representative within
      10 days upon receipt thereof. At the request of Seller Representative, Purchaser
      shall terminate the Wachovia Swap Agreements. Upon such termination by Purchaser
      or upon a termination of the Wachovia Swap Agreements for any other reason
      after
      the Closing, Seller Representative shall pay to Purchaser all obligations of
      the
      Company to Wachovia under the Wachovia Swap Agreements associated with such
      termination. Purchaser may not affirmatively elect to terminate the Wachovia
      SWAP Agreements without the prior written consent of the Seller Representative,
      unless Purchaser agrees to bear all unpaid obligations of the Company to
      Wachovia under the Wachovia Swap Agreements associated with such
      termination.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    Section
      2.3      Working
      Capital Adjustment.

     

    (a)      On
      the
      date three (3) Business Days prior to the Closing Date, Holdings shall prepare
      and deliver to the Purchaser the Estimated Closing Balance Sheet of the Company,
      the calculation of the Bonus Amounts, and a statement calculating the Estimated
      Working Capital of the Company, determined as set forth in Exhibit
      A.
      The
“Working
      Capital Target” means
      $4,500,000. In the event that the Estimated Working Capital of the Company
      exceeds the Working Capital Target, the Total Purchase Price payable on the
      Closing Date will be increased by the amount of such excess (the “Excess
      Payment”).
      In the
      event that the Estimated Working Capital of the Company is less than the Working
      Capital Target, the Total Purchase Price payable on the Closing Date will be
      decreased by the amount of such shortfall (the “Shortfall
      Reduction”).
      The
      Total Purchase Price will be subject to further adjustment upon final,
      post-Closing determination of the Working Capital of the Company, as provided
      in
Section
      2.3(b)
      below.

     

    (b)      As
      soon
      as reasonably practicable following the Closing Date, and in any event within
      thirty (30) days thereafter, the Purchaser shall prepare and deliver to the
      Seller Representative the Closing Balance Sheet of the Company and a statement
      calculating the Working Capital of the Company. The Seller Representative and
      its independent certified public accountants may review the Closing Balance
      Sheet of the Company and the calculation regarding Working Capital of the
      Company and may make inquiry of the representatives of the Purchaser’s
      accountants, the Purchaser and the Company, who shall reasonably cooperate
      with
      the Seller Representative (including, without limitation, by providing the
      Seller Representative and/or its agents access to financial accounts and
      underlying source documents related to the preparation of the Closing Balance
      Sheet and calculation of Working Capital). The calculation regarding the Working
      Capital of the Company shall be binding and conclusive upon, and deemed accepted
      by, the Members unless the Seller Representative shall have notified the
      Purchaser in writing within thirty (30) days after receipt of the Closing
      Balance Sheet of the Company of any objections thereto. The Seller
      Representative may send a written notice to Purchaser at an earlier date if
      it
      is in agreement with the Purchaser’s final closing Working Capital amount and
      the Working Capital amount shall be deemed finally determined on receipt of
      that
      written notice by the Purchaser. At the request of either the Seller
      Representative or the Purchaser, any dispute between the parties relating to
      the
      calculation of Working Capital of the Company that cannot be resolved by them
      within thirty (30) days after receipt of notice of any objections to such
      calculation pursuant to this Section
      2.3(b)
      shall be
      referred to KPMG International (the “Auditor”)
      for
      decision, which decision shall be final and binding on both parties. The Auditor
      shall address only those items in dispute and may not assign a value greater
      than the greatest value for such item claimed by either party or smaller than
      the smallest value for such item claimed by either party. The parties agree
      that
      they will request that the Auditor render its decision within thirty (30) days
      after referral of the dispute to the Auditor for decision pursuant hereto.
      The
      fees and expenses of the Auditor shall be allocated to the parties as determined
      by the Auditor based upon the relative success (in terms of percentages) of
      each
      party’s claims. For example, if the Auditor’s final decision reflects a 60-40
      compromise of the parties’ claims, the Auditor would allocate expenses 40% to
      the party whose claim was determined to be 60% successful and 60% to the party
      whose claim was determined to be 40% successful. The date on which the Working
      Capital of the Company is finally determined in accordance with this
Section
      2.3(b)
      is
      hereinafter referred to as the “Working
      Capital Determination Date.”

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    (c)      If
      the
      Working Capital of the Company as finally determined pursuant to Section
      2.3(b)
      exceeds
      the Estimated Working Capital, then the Total Purchase Price will be increased
      by the amount of such excess (the “Excess
      Consideration”).
      If the
      Working Capital of the Company as finally determined pursuant to Section
      2.3(b)
      is less
      than the Estimated Working Capital, then the Total Purchase Price will be
      decreased by the amount of such shortfall (the “Shortfall
      Consideration”).
      The
      Total Purchase Price adjustment required hereby is referred to as the
“Adjustment.”

     

    (d)      Promptly,
      and in any event no later than the fifth Business Day after the Working Capital
      Determination Date (the “Settlement
      Date”):

     

    (i)      In
      the
      event of a determination of Excess Consideration pursuant to Section
      2.3(c),
      then
      (A) the Purchaser will pay to the Seller Representative, for the benefit of
      the
      Members, the Excess Consideration, together with interest thereon at a rate
      per
      annum equal to the Applicable Rate, calculated on the basis of the actual number
      of days elapsed over 360, from the Settlement Date to the date of payment,
      by
      wire transfer of immediately available funds, and (B) the Purchaser and Seller
      Representative shall execute and deliver a joint written authorization letter
      to
      the Escrow Agent authorizing the Escrow Agent to promptly release to the Seller
      Representative, on behalf of the Members, the amount contemplated by Section
      3(f) of the Escrow Agreement.

     

    (ii)      In
      the
      event of a determination of Shortfall Consideration pursuant to Section
      2.3(c),
      then
      the Purchaser and Seller Representative shall execute and deliver a joint
      written authorization letter to the Escrow Agent authorizing the Escrow Agent
      to
      promptly release (A) to Purchaser from the Escrow Fund the amount of such
      Shortfall Consideration, together with interest thereon at a rate per annum
      equal to the Applicable Rate, calculated on the basis of the actual number
      of
      days elapsed over 360, from the Settlement Date to the date of payment, and
      thereafter, (B) to the Seller Representative, on behalf of the Members, the
      amount contemplated by Section 3(f) of the Escrow Agreement. 

     

    (e)      
      Within a
      reasonable time prior to the Closing, Seller Representative shall notify
      Purchaser whether or not the Wachovia Swap Agreements will be terminated by
      the
      Company on or prior to the Closing Date. In the event the Wachovia Swap
      Agreements are terminated prior to Closing for any reason, all unpaid
      obligations of the Company to Wachovia under the Wachovia Swap Agreements
      associated with such termination will be included in the definition of Funded
      Indebtedness under this Agreement. In the event the Wachovia Swap Agreements
      remain in effect on and after the Closing Date and for as long as such Wachovia
      Swap Agreements remain in effect, the Seller Representative shall pay to
      Purchaser, within 10 days after the end of each calendar quarter following
      the
      Closing Date, an amount equal to the aggregate amount of the obligations of
      the
      Company to Wachovia under the Wachovia Swap Agreements for such calendar
      quarter, and, to secure Seller Representative’s obligations under this Section
      2.2(e), the Seller Representative shall, at the Closing, deposit a portion
      of
      the Total Purchase Price into an escrow account equal to the estimated liability
      of the Company to Wachovia associated with the termination of the Wachovia
      Swap
      Agreements assuming such termination occurred at the Closing as determined
      by
      the Purchaser and the Seller Representative after consultation with Wachovia
      Bank. Such escrow account shall be held by a bank or other financial institution
      mutually acceptable to Purchaser and Seller Representative and shall be held
      for
      such period and on such terms as Purchaser and Seller Representative may agree
      (it being understood that (i) the term of such escrow shall not extend beyond
      the termination of the Wachovia Swap Agreements, (ii) Seller Representative
      shall be permitted to use a portion of the escrow funds to purchase one or
      more
      hedging instruments to limit downside risk associated with the Wachovia Swap
      Agreements and (iii) Seller Representative shall be entitled to quarterly
      payments from such escrow equal to all interest income earned by such escrow
      during each quarter). In the event the Company receives payment from Wachovia
      on
      account of the Wachovia Swap Agreements, the Company shall remit such payment
      to
      Seller Representative within 10 days upon receipt thereof. At the request of
      Seller Representative, Purchaser shall terminate the Wachovia Swap Agreements.
      Upon such termination by Purchaser or upon a termination of the Wachovia Swap
      Agreements for any other reason after the Closing, Seller Representative shall
      pay to Purchaser all obligations of the Company to Wachovia under the Wachovia
      Swap Agreements associated with such termination. Purchaser may not
      affirmatively elect to terminate the Wachovia SWAP Agreements without the prior
      written consent of the Seller Representative, unless Purchaser agrees to bear
      all unpaid obligations of the Company to Wachovia under the Wachovia Swap
      Agreements associated with such termination.

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      III

     

    CLOSING

     

    The
      closing of the transactions contemplated by this Agreement (the “Closing”)
      will
      take place at the offices of Jones Day, located at 901 Lakeside Avenue,
      Cleveland, Ohio 44114, not later than two Business Days following the
      satisfaction or, where permitted, waiver of each of the conditions set forth
      in
Articles
      VIII
      and
IX
      (save
      for those conditions that are to be satisfied on the Closing Date), or on such
      other date mutually agreeable to the parties (the “Closing
      Date”).

     

    ARTICLE
      IV

     

    REPRESENTATIONS
      AND WARRANTIES RELATING TO THE COMPANY

     

    As
      a
      material inducement to Purchaser to enter into this Agreement and consummate
      the
      transactions contemplated hereby, the Company represents and warrants to
      Purchaser that:

     

    Section
      4.1      Financial
      Statements.

     

    (a)      Copies
      of
      the following financial statements are attached hereto as Schedule
      4.1(a):
      the
      audited balance sheet of the Company as of December 31, 2006, and the related
      audited statement of operations, shareholders’ equity, and cash flows for the
      year then ended, together with the notes thereto (the “Audited
      Financial Statements”),
      and
      the unaudited balance sheet of the Company (the “Most
      Recent Balance Sheet”)
      as of
      December 31, 2007 (the “Balance
      Sheet Date”),
      and
      the related unaudited statements of operations for the 12-month period then
      ended (the “Interim
      Financial Statements”
      and
      together with the Audited Financial Statements, the “Financial
      Statements”).

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    (b)      Each
      of
      the Financial Statements (including in all cases the notes thereto, if any)
      has
      been prepared from the books and records of the Company, in accordance with
      GAAP, except for modifications set forth on Schedule
      1,
      consistently applied throughout the periods covered thereby, and fairly presents
      in all material respects the financial condition, results of operations, and,
      in
      the case of the Audited Financial Statements, shareholders’ equity, and cash
      flows of the Company, as of the dates and for the periods indicated (subject
      to
      normal year-end adjustments and the absence of footnote disclosures with respect
      to the Interim Financial Statement).

     

    (c)      The
      Company has no liabilities or obligations, whether absolute, accrued, asserted
      or unasserted, that are of a type required to be reflected on a balance sheet
      prepared in accordance with GAAP (except for the modifications set forth on
      Schedule
      1)
      other
      than liabilities or obligations (i) appearing on the Most Recent Balance Sheet,
      (ii) incurred in the Ordinary Course of Business after December 31, 2007, (iii)
      disclosed on the Seller Disclosure Schedule or incurred in connection with
      the
      transactions contemplated hereby, or (iv) that would not reasonably be expected
      to have a Material Adverse Effect on the Company and Holdings.

     

    Section
      4.2      Taxes.
      Except as set forth on the Seller Disclosure Schedule:

     

    (a)      Each
      of
      the Company and Holdings has: (i) duly and timely filed, or caused to be filed,
      in accordance with applicable Law all Tax Returns, each of which is true,
      correct and complete, (ii) duly and timely paid in full, or caused to be paid
      in
      full, all Taxes due and payable on or prior to the Closing Date, and (iii)
      properly accrued in accordance with GAAP on its books and records a provision
      for the payment of all Taxes that are due, are claimed to be due, or may or
      will
      become due with respect to any Tax Periods (or the portion there of) ending
      on
      or prior to the Closing Date.

     

    (b)      Neither
      the Company nor Holdings has agreed to any extension or waiver of the statute
      of
      limitations applicable to any Tax Return, or agreed to any extension of time
      with respect to a Tax assessment or deficiency, which extension or waiver has
      not yet expired. There is no power of attorney in effect with respect or
      relating to any Tax or Tax Return relating to Holdings or the
      Company.

     

    (c)      Neither
      the Company nor Holdings is or has ever been a party to any Tax allocation
      or
      sharing agreement or arrangement. Neither the Company nor Holdings has ever
      filed any Tax Return or determined any Tax, on a consolidated, combined, unitary
      or other similar basis (including, but not limited to, a consolidated federal
      income Tax return). 

     

    (d)      There
      are
      no Liens for unpaid Taxes on any asset of the Company or Holdings, except Liens
      for current Taxes not yet due and payable.

     

    (e)      Neither
      the Company nor Holdings has received any written notice of assessment or
      proposed assessment in connection with any Tax Return. There are no audits,
      examinations, claims or Actions currently pending, asserted in writing, or
      threatened in writing with respect to any Tax or Tax Return.

     

    (f)      The
      Company has not been a member of an affiliated group of corporations within
      the
      meaning of Code Section 1504. 

     

    (g)      The
      Company and Holdings have withheld and paid to the appropriate Taxing Authority
      all Taxes required to have been withheld and paid in connection with any amounts
      paid or owing to any employee or other Person.

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    (h)      The
      Company and Holdings have not requested any extension of time within which
      to
      file any Tax Return, which Tax Return has not since been filed. 

     

    (i)      Holdings
      is and has always been a partnership for federal income tax purposes and has
      not
      made any election under Treasury Regulation Sec. 301.7701-3 to be treated as
      an
      association taxable as a corporation.

     

    (j)      The
      Company and Holdings have reported any assessment, deficiency, adjustment or
      other similar item relating to any Tax or Tax Return to all Taxing Authorities
      in accordance with applicable Law.

     

    (k)      No
      jurisdiction where no Tax Return has been filed for the Company or Holding
      or no
      Tax has been paid for Holdings or the Company has made or threatened to make
      a
      claim, with respect to Holdings or the Company, for the payment of any Tax
      or
      the filing of any Tax Return. 

     

    (l)      Neither
      the Company nor Holdings is a party to any agreement with any Taxing Authority
      (including, but not limited to, any closing agreement within the meaning of
      Code
      Section 7121 or any analogous provision of applicable law). No private letter
      or
      other ruling or determination from any Taxing Authority relating to the Company
      or Holdings has ever been requested or received.

     

    (m)      Neither
      the Company nor Holdings is or will be required to include any item of income
      in, or exclude any item of deduction from, federal taxable income for any Tax
      period (or portion thereof) beginning after the Closing Date, as a result of
      a
      change in method of accounting for a Pre-Closing Period, any installment sale
      or
      open transaction made on or prior to the Closing Date. 

     

    (n)      Neither
      the Company nor Holdings is or has ever been a beneficiary or otherwise
      participated in any reportable transaction within the meaning of Treasury
      Regulation Section 1.6011-4(b)(1).

     

    (o)      No
      “ownership change” (as defined in Code Section 382) has occurred with respect to
      the Company with respect to any net operating losses of the
      Company.

     

    Section
      4.3      Title
      to Properties.

     

    (a)      Except
      as
      set forth on the Seller Disclosure Schedule, the Company has good and valid
      title to, or a valid leasehold interest or license in, all of the properties
      and
      assets, tangible or intangible, used in the conduct of its business as presently
      conducted or reflected in the Interim Financial Statements or acquired after
      the
      date thereof, free and clear of all Liens except for Permitted Liens, excluding
      properties and assets sold or disposed of by the Company in the Ordinary Course
      of Business since the date of the Interim Financial Statements.

     

    (b)      None
      of
      the Members or any Affiliate thereof (other than the Company) own any assets
      primarily used in or necessary to conduct the business of the Company.


     

    (c)      All
      of
      the tangible personal property of the Company (including all Rental Equipment
      but excluding all Inventory) is, taken as a whole, in good working order and
      condition, reasonable wear and tear excepted and is suitable for the use to
      which they are being put. All of the leased personal property of the Company
      is
      in the condition reasonably required of such property by the terms of the lease
      applicable thereto during the relevant term of the lease. Except as set forth
      on
      the Seller Disclosure Schedule, none of such tangible personal property is
      in
      need of maintenance or repairs, except for routine maintenance and repairs
      of
      such personal tangible property that arises in the Ordinary Course of
      Business.

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    (d)      The
      Seller Disclosure Schedule sets forth a complete list of all cranes and
      serialized attachments owned by the Company and rented to customers by the
      Company in the Ordinary Course of Business, showing model and serial
      numbers.

     

    (e)      The
      Seller Disclosure Schedule sets forth a complete list of all Rental Equipment
      purchases and Rental Equipment sales by the Company since January 1,
      2007.

     

    (f)      The
      property and assets owned and leased by the Company include all material rights,
      assets and property necessary for the conduct of the business of the Company
      after Closing, substantially in the same manner as it was conducted prior to
      the
      Closing.

     

    Section
      4.4      Real
      Property.

     

    (a)      The
      Seller Disclosure Schedule contains a true and correct list of all real property
      and interests in real property owned in fee by the Company (the “Owned
      Real Property”).
      With
      respect to the Owned Real Property:

     

    (i)      The
      Company has good and marketable title to and a fee interest in the Owned Real
      Property free and clear of all Liens, other than Permitted Liens;

     

    (ii)      There
      are
      no outstanding options or rights of first refusal to purchase, acquire, sell,
      assign or dispose of the Owned Real Property, or any portion or interest of
      the
      Owned Real Property and the Company is not a party to any agreement or option
      to
      purchase any real property or interest therein;

     

    (iii)      The
      Company has not received written notice of actual or threatened special
      assessments or reassessments of the Owned Real Property;

     

    (iv)      The
      Company has not received notice of any pending condemnation proceeding or
      eminent domain proceeding and, to the Company’s Knowledge, there is no such
      proceeding threatened against any of the Owned Real Property; 

     

    (v)      The
      Company does not currently lease or otherwise permit any Person other than
      the
      Company the right to use or occupy such Owned Real Property or any portion
      thereof;

     

    (vi)      The
      Company has not sold, leased, or otherwise encumbered any development rights
      and/or air rights related to the Owned Real Property; and

     

    (vii)      The
      Company has not received, nor does it have Knowledge of, any written notice
      or
      request from any insurance company or Board of Fire Underwriters (or
      organization exercising functions similar thereto) or from any mortgagee
      requesting the performance of any improvement or alteration in respect of the
      Owned Real Property.

     

    (b)      The
      Seller Disclosure Schedule contains a true and complete list of the Leased
      Property. With respect to the Leased Property:

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

     

    (i)      True
      and
      complete copies of each Lease have been delivered to the Purchaser and all
      Leases are in writing, duly executed, and is a legal, valid and binding
      agreement, enforceable in accordance with its terms, of the Company and, to
      the
      Knowledge of the Company, of each other Person that is a party thereto, subject
      to applicable bankruptcy, insolvency reorganization, moratorium, liquidation,
      fraudulent conveyance and similar laws and principles of equity affecting
      creditor’s rights and remedies generally, and all such Leases are in full force
      and effect and have not been amended, modified or supplemented except as has
      been provided to Purchaser;

     

    (ii)      There
      are
      no disputes under any of the Leases in relation to the state of repair of the
      premises demised or otherwise. Except as provided in the Seller Disclosure
      Schedule, (i) each Lease has not been assigned or encumbered by the Company,
      and
      (ii) there are no letters or other documents signed by the Company under each
      Lease waiving or releasing any of the tenant’s material rights;

     

    (iii)      Except
      as
      set forth on the Seller Disclosure Schedule, consummation of the transactions
      contemplated by this Agreement does not require the consent of any other party
      to such Lease, will not result in a breach of or default under such Lease,
      or
      otherwise cause such Lease to cease to be legal, valid, binding, enforceable
      and
      in full force and effect on identical terms following the Closing;

     

    (iv)      The
      Company does not currently sublease or otherwise permit any Person other than
      the Company the right to use or occupy such Leased Property or any portion
      thereof; 

     

    (v)      There
      is
      no uncured material default by the Company or, to the Company’s Knowledge, any
      other party with regard to a Lease for any of the Leased Property;
      and

     

    (vi)      The
      Company has not received any written notice that any portion of any of the
      security deposits under the Leases has been applied or retained by the lessor
      or
      licensor or sublessor thereunder. The Company has not, in the last five years,
      with respect to any Lease, (i) made, asserted or has any defense, set off or
      counterclaim or (ii) claimed or is entitled to “free” rent, rent concessions,
      rebates or rent abatements. The Company has not exercised any option granted
      to
      it under any such Lease to (A) cancel or terminate such Lease or lessen the
      term
      thereof, (B) renew or extend the term thereof or (C) take additional space.
      There are no written or oral promises, understandings or commitments between
      the
      Company and each other Person that is a party to such Lease other than those
      contained in such Lease.

     

    (c)      With
      respect to the Owned Real Properties and the Leased Property (collectively,
      the
“Company
      Properties”):

     

    (i)      There
      is no Action pending or, to the Company’s Knowledge, threatened for the taking
      or condemnation of all or any portion of the Owned Real Properties, or, to
      the
      Company’s Knowledge, any Leased Property;

     

    (ii)      To
      the Company’s Knowledge, there are no outstanding work orders, deficiency
      notices, action request notices or other notifications of non-compliance or
      contravention of the premises or any part thereof; and

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

    (iii)      There
      is no brokerage commission or finder’s fee due from the Company and unpaid with
      regard to any of the Company Properties, or which will become due at any time
      from the Company in the future with regard to any Company Property pursuant
      to
      any existing agreement with a broker.

     

    Section
      4.5      Compliance
      with Laws. The
      Company:

     

    (a)      except
      as
      set forth in the Seller Disclosure Schedule, has complied and is, in all
      material respects, in compliance with all Laws and Orders relating to or
      applicable to its business, the maintenance and operation of its properties
      and
      assets, or employees conducting its business; and

     

    (b)      has
      received no written
      or, to its Knowledge, oral, notification
      or communication from any Governmental Authority, and no claims have been filed
      (or, to the Company’s Knowledge, threatened to be filed) by any Governmental
      Authority, (i) asserting that the Company is not in compliance with any Law
      or
      (ii) threatening to revoke any Permit owned or held by the Company, nor, to
      the
      Company’s Knowledge, is any Action or investigation pending with respect to the
      foregoing. No written notice (or, to the Company’s Knowledge, no threat) of
      cancellation, of default or of any dispute concerning any Permit, or of any
      event, condition or state of facts described in the preceding clause, has been
      received by the Company.

     

    Section
      4.6      Permits.
      The Seller Disclosure Schedule contains a complete list of all material
      Permits issued to the Company that are currently used by the Company, which
      comprise all of the material Permits which are required for the current conduct
      of its business and the lease, ownership and use of its assets. The Company
      is,
      in all material respects, in compliance with all such Permits, all of which
      Permits are in full force and effect, and will be in full force and effect
      and
      available for use by the Company immediately after the Closing.

     

    Section
      4.7      Employee
      Benefit Plans.

     

    (a)      The
      Seller Disclosure Schedule sets forth a correct and complete list of each
“employee benefit plan” (within the meaning of Section 3(3) of ERISA but
      excluding any plan that is a “multiemployer plan,” as defined in Section 3(37)
      of ERISA (“Multiemployer
      Plan”))
      and
      each other director and employee plan, program, agreement or arrangement,
      vacation or sick pay policy, fringe benefit plan, compensation, change of
      control, severance or employment plan, arrangement or agreement, stock bonus,
      stock purchase, stock option, restricted stock, stock appreciation right or
      other equity-based plan, program or arrangement, and bonus or other incentive
      compensation or salary continuation plan or policy contributed to, sponsored
      or
      maintained by or with respect to which the Company has any liability (contingent
      or otherwise) as of the date hereof for the benefit of any current, former
      or
      retired employee, officer, consultant, independent contractor or director of
      the
      Company (such plans, programs, policies, agreements and arrangements,
      collectively, being the “Employee
      Plans”).
      The
      Company has delivered or made available to Purchaser complete and correct copies
      of the current plan documents and summary plan descriptions, the most recent
      determination letter received from the IRS, the three (3) most recent annual
      reports (Form 5500, with all applicable attachments), the three most recent
      financial statements and actuarial reports, as applicable, and all current
      trust
      agreements, insurance contracts, and other funding arrangements that implement
      each Employee Plan.

     

    (b)      Each
      Employee Plan has been maintained, operated, and administered in compliance
      with
      its terms and any related documents or agreements (including any applicable
      collective bargaining agreement) and in compliance with all applicable Laws,
      in
      each case in all material respects. There are no Actions pending (other than
      routine claims for benefits) or, to the Company’s Knowledge, threatened against
      such Employee Plan, the Company or against any fiduciary of such Employee
      Plan.

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

    (c)      No
      event
      has occurred and no condition exists that could reasonably be expected to
      subject the Company, either directly or, except as would not reasonably be
      expected to cause a Material Adverse Effect, by reason of their affiliation
      with
      any member of their “Controlled Group” (defined as any organization which is a
      member of a controlled group of organizations within the meaning of Code
      Sections 414(b),(c), (m) or (o)) to any tax, fine, lien, or penalty imposed
      by
      ERISA, the Code or other applicable laws, rules and regulations. The Company
      has
      not incurred any liability under Title IV of ERISA, either directly or through
      any member of its Controlled Group. There are no audits or proceedings pending
      or to the Knowledge of the Company or any member of the Company’s Controlled
      Group, threatened by the Internal Revenue Service, the Department of Labor,
      or
      any similar governmental entity with respect to any Employee Plan. The Company
      has acted in good faith and has operated each Employee Plan that is subject
      to
      Code Section 409A in material compliance with Code Section 409A, and the Company
      has no obligation to any Person to provide any “gross-up” or similar payment to
      any Person in the event any such Employee Plan fails to comply with Code Section
      409A.

     

    (d)      There
      have been no prohibited transactions or breaches of any of the duties imposed
      on
“fiduciaries” (within the meaning of Section 3(21) of ERISA) by ERISA with
      respect to the Employee Plans that could result in any material liability or
      excise tax under ERISA or the Code being imposed on the Company.

     

    (e)      Each
      Employee Plan intended to be qualified under Section 401(a) of the Code and
      each
      trust created thereunder is so qualified and is in receipt of a favorable
      opinion letter issued by the IRS to the prototype or volume submitter sponsor
      for such Employee Plan, and nothing has occurred since the receipt of such
      opinion letter that could reasonably be expected to give the IRS grounds to
      revoke such opinion letter.

     

    (f)      Except
      as
      set forth on the Seller Disclosure Schedule, the
      Company has no liability with respect to or obligation to contribute to any
      Multiemployer Plan and the Company has not incurred any withdrawal liability
      with respect to any Multiemployer Plan. No Multiemployer Plan to which the
      Company or any member of its Controlled Group contributes is in reorganization
      or insolvent (as those terms are defined in ERISA Sections 4241 and
      4245.

     

    (g)      Except
      as
      set forth on the Seller Disclosure Schedule with respect to Multiemployer Plans,
      neither the Company nor any member of its Controlled Group has any obligation
      to
      contribute to any “defined benefit plan” as defined in Section 3(35) of ERISA or
      any other pension plan subject to the funding requirements of Section 412 of
      the
      Code or Section 302 of ERISA or subject to Title IV of ERISA.

     

    (h)      No
      Employee Plan provides benefits, including, without limitation, death or medical
      benefits, beyond termination of service or retirement other than (i) coverage
      mandated by law, (ii) death or retirement benefits under any Employee Plan
      that
      is intended to be qualified under Section 401(a) of the Code or (iii) deferred
      compensation benefits fully reflected on the books of the Company.

     

    (i)      Except
      as
      set forth on the Seller Disclosure Schedule, the consummation of the transaction
      contemplated by this Agreement will not, either alone or in connection with
      the
      occurrence of any other event, (i) entitle any current or former employee or
      officer of the Company to severance pay, retention pay, unemployment
      compensation or any other payment, (ii) accelerate the time of payment or
      vesting under the Employee Plan, or (iii) increase the amount of compensation
      due any such employee or officer.

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

     

    (j)      Neither
      the Company or Holdings is a party to any contract, agreement or other
      arrangement that as a result of any transactions contemplated by this Agreement
      (whether alone or in connection with any other event) will result or could
      result in any amount (including, but not limited to, the Change of Control
      Payments) that is not deductible under Code Section 280G or any similar
      provision of applicable law.

     

    Section
      4.8      Material
      Contracts.

     

    (a)      Except
      as
      set forth on the Seller Disclosure Schedule, the Company is not a party to
      or
      bound by any written or oral:

     

    (i)      partnership
      or joint venture Contract;

     

    (ii)      Contract
      limiting the right of the Company to engage in or compete with any Person in
      any
      business or in any geographical area, or otherwise restricting the Company
      from
      carrying on its business or activities, as the case may be, in its usual and
      customary manner in any jurisdiction, including, without limitation, restricting
      the Company from hiring or soliciting any Person;

     

    (iii)      management,
      consulting, severance or similar Contract, or employment Contract;

     

    (iv)      collective
      bargaining agreement;

     

    (v)      Contract
      under which the Company has advanced or loaned any other Person, other than
      advances to employees in the Ordinary Course of Business;

     

    (vi)      agreement
      or indenture relating to borrowed money or other Indebtedness or the mortgaging,
      pledging or otherwise placing a Lien on any asset or group of assets of the
      Company;

     

    (vii)      guaranty,
      performance bond or similar agreement, or any Contract of support, surety,
      indemnification or assumption or any similar commitment with respect to the
      obligations, liabilities (whether accrued, absolute, contingent or otherwise)
      or
      Indebtedness of any other Person;

     

    (viii)      lease
      or
      agreement under which the Company is lessee of or holds or operates any personal
      property owned by any other party, except for any lease of personal property
      under which the aggregate annual rental payments do not exceed
      $25,000;

     

    (ix)      other
      than Contracts related to Rental Equipment, lease or agreement under which
      the
      Company is lessor of or permits any third party to hold or operate any personal
      property owned or controlled by the Company and which entitles the Company
      to
      receive more than $500,000 per annum;

     

    (x)      other
      than Contracts related to Rental Equipment, Contract or group of related
      contracts with the same party or group of affiliated parties the performance
      of
      which involves consideration in the aggregate in excess of $50,000, other than
      purchase and sales orders incurred in the Ordinary Course of
      Business;

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

     

    (xi)      Contract
      expressly granting a license or covenant not to sue under any Intellectual
      Property (whether by or to the Company), except for license agreements for
      the
      off-the-shelf and other software generally commercially available;

     

    (xii)      warranty
      agreement with respect to its services rendered or its products sold or leased
      other than purchase and sales orders incurred in the Ordinary Course of
      Business;

     

    (xiii)      agreement
      under which it has granted any Person any registration rights (including demand
      or piggyback registration rights);

     

    (xiv)      sales,
      distribution, supply or franchise agreement, which involves consideration in
      the
      aggregate in excess of $25,000;

     

    (xv)      other
      than Contracts related to Rental Equipment, agreement with a term of more than
      six months which is not terminable by the Company upon less than thirty (30)
      days’ notice without penalty and involves a consideration in excess of $25,000
      annually;

     

    (xvi)      settlement,
      conciliation or similar agreement with obligations to be satisfied by the
      Company after the execution date of this Agreement in excess of the related
      accruals on the Balance Sheet related to such Contracts;

     

    (xvii)      Contract
      regarding voting, transfer or other arrangements related to the Company’s
      capital stock or warrants, options or other rights to acquire the Company’s
      capital stock;

     

    (xviii)      Contracts
      to sell
      or otherwise dispose of any Rental Equipment other than those set forth on
      Schedule 4.3(e);

     

    (xix)      any
      letters of credit, any currency exchange, commodities or other hedging
      arrangement or capitalized leases which will not be satisfied at or prior to
      Closing;

     

    (xx)      any
      Contract that (a) limits or contains restrictions on the ability of the Company
      to declare or pay dividends on, or to make any other distribution in respect
      of
      or to issue or purchase, redeem or otherwise acquire its capital stock, or
      to
      incur Indebtedness, or to incur or suffer any Lien, to purchase or sell any
      of
      assets or properties, to change the lines of business in which it participates
      or engages or to engage in any Business Combination, or (b) require the Company
      to maintain specified financial ratios or levels of net worth or other indicia
      of financial condition;

     

    (xxi)      Contract
      to buy or sell spare parts for the Rental Equipment or other assets outside
      the
      Ordinary Course of Business; or

     

    (xxii)      other
      than Contracts related to Rental Equipment, any other Contract that requires
      the
      Company to make payments equal to, or which entitles the Company to receive,
      more than $250,000 per annum. All of the contracts and agreements referred
      to in
Section
      4.8(a)(i)
      through
(xx)
      above
      are the “Material
      Contracts.”

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     

    (b)      Except
      as
      set forth in the Seller Disclosure Schedule, each of (i) the Material Contracts,
      and (ii) the Contracts related to Rental Equipment with each of the Major
      Customers is in full force and effect and is a legal, valid and binding contract
      or agreement of the Company, except as limited by bankruptcy, insolvency,
      reorganization, moratorium and similar laws of general application relating
      to
      or affecting the enforcement of creditors’ rights, and there is no default or
      breach by the Company or, to the Company’s Knowledge, any other party in the
      timely performance of any obligation to be performed or paid thereunder or
      any
      other material provision thereof. Purchaser’s counsel has been supplied with a
      true and correct copy of each of the written Material Contracts and an accurate
      description of each of the oral Material Contracts, together with all
      amendments, waivers or other changes thereto.

     

    Section
      4.9      Legal
      Proceedings. Except
      as
      set forth in the Seller Disclosure Schedule, there are no Actions pending or,
      to
      the Company’s Knowledge, threatened against or affecting the Company or
      affecting any property or assets used by the Company, or pending or contemplated
      by the Company against any Person, at Law or in equity. The Company is not
      subject to any Order.

     

    Section
      4.10    Intellectual
      Property.

     

    (a)      The
      Seller Disclosure Schedule sets forth, with the application number and
      application date or registration/issue number and registration/issue date,
      title
      or mark, country or other jurisdiction and owner(s), as applicable, a complete
      and correct list of each active registration for any patent, trademark or
      service mark, copyright, Internet domain name, trade name, brand name, logo
      or
      application for any of the foregoing owned, whether solely or jointly with
      another, by the Company, along with all material unregistered trademarks,
      service marks and trade names. Any and all renewal and maintenance fees,
      annuities or other fees payable to any Governmental Authority to maintain the
      such Intellectual Property as active and due before Closing have been paid
      in
      full. All of the foregoing Intellectual Property is valid, subsisting and
      enforceable in accordance with applicable Law.

     

    (b)      The
      Company has good and valid title to the Company Intellectual Property free
      and
      clear of all Liens, except Permitted Liens. No Person is expressly licensed
      under any of the Company Intellectual Property other than pursuant to a Material
      Contract listed on the Seller Disclosure Schedule (and licenses that arise
      as a
      matter of law by implication as a result of sales of products and services
      by
      the Company). Except as set forth on the Seller Disclosure Schedule, to the
      Company’s Knowledge, none of the Company Intellectual Property is being
      infringed, misappropriated or otherwise violated by any Person. 

     

    (c)      The
      Company Intellectual Property is not the subject of any Action, and to the
      Company’s Knowledge, no Action is threatened against the Company involving the
      Company Intellectual Property, except for office actions by the applicable
      Governmental Authorities in the normal course of prosecution efforts to register
      the Company Intellectual Property listed on the Seller Disclosure Schedule.
      

     

    (d)      The
      Company owns, is licensed or otherwise has the right to use, all Intellectual
      Property as is necessary for the operation of the business of the Company as
      presently conducted. 

     

    (e)      Except
      as
      set forth on the Seller Disclosure Schedule, the Company has not infringed,
      misappropriated, violated or made unauthorized use of the Intellectual Property
      rights of any other Person, and the Company Intellectual Property does not
      infringe, misappropriate, violate or otherwise conflict with any Intellectual
      Property right of any other Person. The Company has not received any written
      notice within the six-year period prior to the date of this Agreement alleging
      any of the foregoing and to the Company’s Knowledge, no such allegation is
      threatened to be made by any Person. Notwithstanding any possible interpretation
      of any other representation in this Article
      IV,
      only
      this Section
      4.10(e)
      shall be
      construed to be a representation with respect to the Company’s infringement,
      misappropriation, violation, or other conflict with the Intellectual Property
      right of any other Person.

     

    
      
        
        

      

      
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    Section
      4.11   Insurance.
      The Seller Disclosure Schedule contains a complete description of all insurance
      policies (including “self-insurance”
      programs) currently maintained by the Company (the “Insurance
      Policies”).
      Except
      as set forth on the Seller Disclosure Schedule, the Insurance Policies are
      in
      full force and effect, the Company is not in default in any material respect
      under any Insurance Policy, and no claim for coverage under any Insurance Policy
      has been denied during the past two (2) years. Except as set forth on the Seller
      Disclosure Schedule, the Company has not received any written notice of
      cancellation or intent to cancel with respect to the Insurance Policies. Except
      as set forth on the Seller Disclosure Schedule, the Company does not have any
      self-insurance or co-insurance programs. The Company has notified such insurers
      of any claim which could potentially exceed the applicable insurance policy
      deductible amount arising since January 1, 2002 known to it which it believes
      is
      covered by any such insurance policy and has provided Purchaser with a copy
      of
      such claim. All such claims have been filed on a timely basis with insurers
      and
      pursued by cooperating with and responding to insurers’ requests for
      documentation and/or information. Neither the Company nor any Member is a party
      to any Contract of any kind pursuant to which the Company or any Seller receives
      payments from an insurer or an insurance producer for purchasing insurance
      for
      the Company. Except as set forth in the Seller Disclosure Schedule, there are
      no
      pending claims under insurance covering the Company for which the Company is
      or
      may be obligated to pay a deductible.

     

    Section
      4.12    Labor
      and Employment Matters.
      The Company has provided Purchaser with a schedule that contains a complete
      and
      correct list of all employees of the Company whose annual compensation is
      greater than $75,000, together with the employees’ titles, current wages,
      salaries, hourly or daily rate of pay, bonus entitlement, date of hire, and
      primary work location. Except as set forth on the Seller Disclosure Schedule,
      (i) none of the employees of the Company is represented by a labor union or
      organization, no labor union or organization is certified or recognized as
      a
      representative of any such employee and the Company is not a party to or bound
      by any collective bargaining agreement or other labor Contract; (ii) no labor
      organization or group of employees has filed any representation petition or
      made
      any written demand to the Company for recognition; (iii) no organizing or
      decertification efforts are underway, or to the Company’s Knowledge, threatened
      by any labor organization or group of employees with respect to the Company’s
      employees, and no such activities have occurred since January 1, 2004; (iv)
      no
      labor strike, work stoppage, slowdown or other material labor dispute has
      occurred since January 1, 2004, and none is underway or, to the Company’s
      Knowledge, threatened; (v) there is no employment-related Action (including,
      without limitation any Action with respect to discrimination, harassment, wage
      payment, overtime and hours of work, workplace safety or any other
      employment-related issues) currently pending or, to the Company’s Knowledge,
      threatened, in any forum, relating to an alleged violation or breach by the
      Company (or any of its officers or directors) of any Law or Contract, (vi)
      there
      are no pending investigations or abatement orders and no citations issued within
      the past 3 years by the Occupational Safety and Health Administration or any
      other Governmental Authority relating to the Company, (vii) except for amounts
      outstanding in accordance with normal payroll practices, the Company has paid
      in
      full to all Employees, or accrued on its books, all wages, salaries,
      commissions, bonuses, benefits and other compensation due to such employees
      or
      otherwise arising under any policy, practice, agreement, plan, program, statute
      or other applicable Law; (xiii) the Company is not closing, and since January
      1,
      2004 has not closed, any Facility, effectuated any layoffs of employees or
      implemented any early retirement, separation or window program affecting
      Employees, nor has the Company planned or announced any such action or program
      for the future; and (ix) the Company is in compliance with its obligations
      pursuant to WARN, and all other notification obligations arising under Law.
      Other than the Change of Control Payments, since December 31, 2006 the
      Company has not made or granted any bonus or any wage or salary increase to
      any
      employee or group of employees other than bonuses or increases made in the
      Ordinary Course of Business (except to any such employee whose annual salary
      is
      less than $50,000 or as required by pre-existing contracts described on
Schedule
      4.8),
      or
      made or granted any increase in any Employee Plan or amended or terminated
      any
      Employee Plan or adopted any new Employee Plan or arrangement or entered into,
      amended or terminated any collective bargaining agreement or other employment
      agreement.

     

    
      
        
        

      

      
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    Section
      4.13    Environmental
      Matters.
      Except as set forth on the Seller Disclosure Schedule:

     

    (a)      The
      Company is, and for the past five years has been, in material compliance with
      all Environmental Laws applicable to its business operations or to its use
      of
      Facilities;

     

    (b)      There
      are
      no Environmental Conditions present at, on, or under, any Facility as a result
      of activities of the Company or any of their employees or agents, or as a result
      of activities of any other Person for which the Company is legally responsible
      for, in each case in amounts exceeding the levels permitted by applicable
      Environmental Law and under circumstances that would reasonably be expected
      to
      result in liability under or relating to Environmental Law. Except as set forth
      on the Seller Disclosure Schedule, (i) no underground storage tanks owned or
      operated by the Company are or have been located at any Facility or any
      currently or formerly Owned Property or Leased Property and any underground
      storage tanks identified on the Seller Disclosure Schedule are and have been
      maintained, monitored and upgraded in compliance with all Environmental Laws
      and
      (ii) the Company possesses and has possessed all required permits, licenses,
      certifications and approvals required under Environmental Laws relating to
      the
      Facilities;

     

    (c)      The
      Company has not disposed of, arranged for the disposal of, released, threatened
      to release, or transported any Hazardous Substances in violation of any
      applicable Environmental Law or in a manner that would reasonably be expected
      to
      result in liability to the Company under or relating to Environmental
      Law;

     

    (d)      The
      Company has not been charged with or convicted of an offense for non-compliance
      with any Environmental Laws;

     

    (e)      The
      Company has not specifically contractually assumed any liability or obligation
      under or relating to Environmental Laws or Hazardous Substances;

     

    (f)      The
      Company has not (i) received any written notice, demand letter, complaint,
      claim, suit or order alleging or relating to any violation or liability under
      any Environmental Law; or (ii) been subject to or, to the Company’s Knowledge,
      threatened with, any Action by any Governmental Authority or any other Person
      (including, without limitation, the current or prior owner or operator of any
      of
      the Facilities, Owned Properties or Leased Properties) with respect to any
      Environmental Law; and

     

    (g)      The
      Company has provided to Purchaser copies of all environmental site assessment
      reports, compliance audits, and other material environmental documents which
      are
      in its possession related to its Owned Real Property, Leased Property, and
      business operations.

     

    (h)      No
      representations or warranties in this Agreement other than in this Section
      4.13
      will be
      deemed to relate to Environmental Laws, Hazardous Substances, or other
      environmental matters.

     

    Section
      4.14    Conduct
      of Business in Ordinary Course.
      Except for the transactions contemplated hereby or as set forth on the Seller
      Disclosure Schedule, since the Balance Sheet Date (a) the Company has conducted
      its business and operations in the Ordinary Course of Business including the
      management, sale and purchase of the Company’s inventory including spare parts,
      and (b) no fact, event, circumstance (either individually or taken together)
      has
      occurred which has had or would reasonably be expected to have a Material
      Adverse Effect on the Company. Without limiting the generality of the foregoing,
      except as set forth on the Seller Disclosure Schedule, since the Balance Sheet
      Date with respect to the Company, there has not been any:

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

     

    (a)      incurrence
      of any Indebtedness or issuance of any long-term debt securities or assumption,
      guarantee, or endorsement of the obligations of any Person, except for
      Indebtedness incurred in the Ordinary Course of Business under the lines of
      credit as in effect on the date hereof, or making of any Indebtedness or advance
      to any Person (other than business-related advances to employees in the ordinary
      course of business, consistent with past practice and in an amount not in excess
      of $5,000 per employee or $25,000 in the aggregate);

     

    (b)      (i)
      acquisition, sale, license, abandonment, failure to maintain or otherwise
      disposition of, any material property or assets (other than Rental Equipment),
      tangible or intangible (other than in the Ordinary Course of Business), (ii)
      mortgage or encumbrance of any property or assets, other than Permitted Liens,
      or (iii) cancellation of any Indebtedness owed to or claims held by the
      Company (other than in the Ordinary Course of Business);

     

    (c)      change
      in any method of accounting applied in the preparation of the Financial
      Statements, other than a change which is required by reason of a concurrent
      change in Law or GAAP;

     

    (d)      settlement
      or compromise of any Action if the amount of such settlement will not be paid
      in
      full prior to the Closing or which settlement or compromise would reasonably
      be
      expected to have a continuing adverse impact on the business of the Company
      after the Closing;

     

    (e)      Tax
      election or change in a Tax election or the filing for any change of any method
      of accounting with any relevant Taxing Authority, except as required by any
      change in Law;

     

    (f)      (A)
      except as required by Law or by any Employee Plans, or existing contractual
      arrangements as in effect on the Balance Sheet Date, adoption of or amendment
      to
      any Employee Plan or other plan, program or arrangement for the benefit of
      its
      employees, consultants or directors, or (B) grant of any material increase
      (other than increases required under any Contract entered into before the
      Balance Sheet Date and annual or periodic increases in the ordinary course
      of
      business, consistent with past practice) in the compensation of its employees,
      officers or directors (including any such increase pursuant to any bonus, profit
      sharing or other compensation or incentive plan, program or
      commitment);

     

    (g)      material
      change, termination or modification in any Material Contract; 

     

    (h)      transfer,
      issuance or sale of any equity securities or rights to purchase any equity
      securities, or any security convertible into or exchangeable for equity
      securities, of Holdings or the Company or split, combination or subdivision
      of
      the capital stock or other equity securities of Holdings or the Company; or
      

     

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

     

    (i)      declaration,
      distribution or the setting aside for distribution of any property (excluding
      cash), or directly or indirectly, the redemption, purchase or other acquisition
      of any shares of capital stock;

     

    (j)      any
      extraordinary loss, damage or destruction, whether or not covered by
      insurance;

     

    (k)      write
      off as uncollectible, any Accounts Receivable or any portion thereof in amounts
      exceeding $25,000 in each instance, or $100,000 in the aggregate;

     

    (l)      making
      of any forward purchase commitment in excess of the requirements of the Company
      for normal operating purposes or at prices higher than the current market
      prices; or

     

    (m)      agreement,
      whether in writing or otherwise, to take any action described in this
Section
      4.14.

     

    Section
      4.15    No
      Brokers.
      Except for Houlihan Lokey Howard & Zukin Capital, Inc., no broker, finder or
      similar agent has been employed by or on behalf of the Company, and no Person
      with which the Company has had any dealings or communications of any kind,
      is or
      will be entitled to any brokerage commission, finder’s fee or any similar
      compensation in connection with, either directly or indirectly, this Agreement
      or the transactions contemplated hereby.

     

    Section
      4.16    Customers
      and Suppliers,

     

    (a)      The
      Seller Disclosure Schedule contains a complete list of the fifteen (15) largest
      customers of the Company (on a consolidated basis) (by volume of sales to such
      customers) for each of the two (2) most recent fiscal years (“Major
      Customers”).
      Except
      as set forth on the Seller Disclosure Schedule, since December 31, 2006, none
      of
      the Major Customers has notified the Company, orally or in writing, that such
      Major Customer intends to decrease materially or terminate its relationship
      with
      the Company. 

     

    (b)      Since
      December 31, 2006, none of the Company’s material suppliers has terminated, or
      threatened, orally or in writing, to terminate, its relationship with the
      Company.

     

    (c)      The
      Company has not received any written notice regarding the insolvency of any
      of
      the Major Customers.

     

    Section
      4.17    Organization
      and Standing; Capital Structure,

     

    (a)      The
      Company is duly organized, validly existing and in good standing under the
      laws
      of the State of Delaware. The Company is an entity duly qualified to do
      business, and is in good standing, in each jurisdiction listed in the Seller
      Disclosure Schedule, which jurisdictions constitute all of the jurisdictions
      in
      which the character of the properties owned or leased by it or in which the
      conduct of its business requires it to be so qualified, except where failure
      to
      be so qualified or in good standing would not, individually or in the aggregate,
      reasonably be expected to have a Material Adverse Effect. The Company has the
      corporate power and authority to own, use or lease and operate its properties
      and assets and to carry on its business in the manner that it was conducted
      immediately prior to the date of this Agreement. The copies of the Company’s
      articles or incorporation and by-laws which have been furnished to Purchaser
      reflect all amendments made thereto at any time prior to the date of this
      Agreement and are correct and complete. The minute books (containing the records
      of meeting of the stockholders, the board of directors), the stock certificate
      books and the stock records books of the Company furnished to Purchaser are
      correct and complete in all material respects. The Company is not in default
      under, or in violation of, any provision of its articles of incorporation or
      by-laws.

     

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

     

    (b)      The
      entire authorized capital stock of the Company consists of one hundred (100)
      shares of common stock, par value $0.01 per share, of which one hundred (100)
      shares are issued and outstanding. Holdings is the record owner of, and has
      good
      and marketable title to, all of such outstanding shares of common stock, free
      and clear of all Liens. All of the issued and outstanding shares of the
      Company’s capital stock have been duly authorized, are validly issued, fully
      paid, and nonassessable and are not subject to, nor were they issued in
      violation of, any preemptive rights or rights of first refusal. The Company
      has
      no outstanding stock or securities convertible or exchangeable for any shares
      of
      its capital stock or containing any profit participation features, nor any
      rights or options to subscribe for or to purchase its capital stock or any
      stock
      or securities convertible into or exchangeable for its capital stock or any
      stock appreciation rights or phantom stock plan. The Company is not subject
      to
      any option or obligation (contingent or otherwise) to repurchase or otherwise
      acquire or retire any shares of its capital stock or any warrants, options
      or
      other rights to acquire its capital stock. The Company has not violated any
      federal or state securities laws in connection with the offer, sale or issuance
      of its capital stock. There are no agreements with the Members, Holdings or
      the
      Company with respect to the voting or transfer of the either of the Company’s
      capital stock or with respect to any other aspect of the Company’s
      affairs.

     

    (c)      This
      Agreement, and the other transaction documents contemplated hereby, has been
      (or
      will be) duly executed and delivered by the Company pursuant to all necessary
      authorization and is (or will be) the legal, valid and binding obligation of
      the
      Company, enforceable against the Company in accordance with their respective
      terms, except as limited by bankruptcy, insolvency, reorganization, moratorium
      and similar laws of general application relating to or affecting the enforcement
      of creditors’ rights.

     

    Section
      4.18    No
      Conflict; Required Filings and Consents.

     

    (a)      Neither
      the execution and delivery of this Agreement by the Company, nor the
      consummation by the Company of the transactions contemplated herein, nor
      compliance by the Company with any of the provisions hereof, will (i) conflict
      with or result in a breach of any provisions of the certificate of
      incorporation, bylaws or similar organizational document of the Company, if
      applicable, or (ii) violate any Order or Law applicable to the Company or any
      of
      its properties or assets.

     

    (b)      The
      execution and delivery of this Agreement by the Company does not, and the
      performance of this Agreement by the Company will not, require any consent,
      approval or authorization of, or filing with or notification to, any
      Governmental Authority or any other Person.

     

    (c)      Neither
      the execution and delivery of this Agreement by the Company, nor the
      consummation by the Company of the transactions contemplated herein, nor
      compliance by the Company with any of the provisions hereof, will, except as
      set
      forth on Schedule
      4.18
      and
      except for the HSR Approval, conflict with, constitute or result in the breach
      of any term, condition or provision of, or constitute a default under, or give
      rise to any right of termination, cancellation or acceleration with respect
      to,
      create in any party the right to accelerate, terminate, modify or cancel or
      require any notice under any agreement, Contract, lease, license, instrument
      or
      other arrangement to which the Company is a party or by which the properties
      or
      assets of the Company are bound.

     

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

     

    Section
      4.19    Accounts
      Receivable.
      All Accounts
      Receivable of the Company reflected in the Financial Statements and all Accounts
      Receivable that have arisen since December 31, 2006 (except Accounts Receivable
      that have been collected since such date) are valid and enforceable claims
      and
      constitute bona fide Accounts Receivable resulting from the sale of goods and
      services in the Ordinary Course of Business. In the case of Accounts Receivable
      arising from Rental Equipment sales, such Accounts Receivable are fully
      collectable within 60 days of invoice. The Company has not received any written
      notice from third parties regarding claims asserting a valid defense, offsets,
      returns, allowances or credits of any kind related to the Accounts Receivable,
      except returns or credits which are in the Ordinary Course of
      Business.

     

    Section
      4.20    Affiliate
      Transactions.
      Except as disclosed on the Seller Disclosure Schedule, no Member or any
      director, officer or Affiliate of the Company or a Member (or any family member
      of (i) any Member who is an individual or (ii) any director or officer of the
      Company or a Member) is a party to any transaction with the Company, including
      any Contract or arrangement providing for the furnishing of services (other
      than
      in their capacity as officer or director) to or by, providing for rental of
      real
      property or other assets or rights or privileges to or from, or otherwise
      requiring payments to or from the Company or any Affiliate thereof.


     

    Section
      4.21    Inventory.
      The Company has good and marketable title to the Inventory free and clear of
      all
      Liens, other than Permitted Liens. The Inventory is, in the aggregate, in good
      condition, is suitable and usable for the purposes for which it is intended,
      and
      in a quantity and of a type consistent with the historical purchase and use
      of
      spare parts for the Company’s repair and maintenance operations. 

     

    Section
      4.22    Subsidiaries.
      The Company does not have any subsidiaries, and does not directly or indirectly,
      own any capital stock of or other equity interests in any Person.

     

    ARTICLE
      V

     

    REPRESENTATIONS
      AND WARRANTIES OF HOLDINGS 

     

    As
      a
      material inducement to Purchaser to enter into this Agreement and consummate
      the
      transactions contemplated hereby each of the Members represent and warrant
      to
      Purchaser that:

     

    Section
      5.1      Organization
      and Standing; Authorization.

     

    (a)      Holdings
      is duly organized, validly existing and in good standing under the laws of
      the
      jurisdiction in which it was organized. Holdings is an entity duly qualified
      to
      do business, and is in good standing, in each jurisdiction listed in the Seller
      Disclosure Schedules, which jurisdictions constitute all of the jurisdictions
      in
      which the character of the properties owned or leased by it or in which the
      conduct of its business requires it to be so qualified, except where the failure
      to be so qualified or to be in good standing would not, individually or in
      the
      aggregate, reasonably be expected to have a Material Adverse Effect on Holdings.
      Holdings has the limited liability company power and authority to own, use
      or
      lease and operate its properties and assets and to carry on its business in
      the
      manner that is was conducted immediately prior to the date of this
      Agreement.

     

    (b)      This
      Agreement has been duly executed and delivered by each Member and Holdings
      pursuant to all necessary authorization and is the legal, valid and binding
      obligation of each Member and Holdings, enforceable against such Member and
      Holdings in accordance with its terms, except as limited by bankruptcy,
      insolvency, reorganization, moratorium and similar laws of general application
      relating to or affecting the enforcement of creditors’ rights.

     

    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    

     

    (c)      Holdings
      is a holding company that does not have (nor has it ever had) any assets,
      operations or business other than as the sole shareholder of the Company, and
      does not have (nor has it ever had) any Indebtedness, liabilities or obligations
      of any kind, whether absolute, accrued, asserted or unasserted. Holdings has
      no
      employees and is not a party to any Contracts of any nature.

     

    Section
      5.2      Capitalization
      and Title,

     

    (a)      All
      of
      the outstanding Interests of Holdings are owned by the Members in the amounts
      listed on Schedule 1-A. All of the Interests have been duly authorized and
      validly issued and are fully paid and nonassessable and are not subject to,
      nor
      were they issued in violation of, any preemptive rights or rights of first
      refusal. Except as set forth on the Seller Disclosure Schedule, Holdings has
      no
      outstanding membership interests, units or securities convertible or
      exchangeable for any Interests or containing any profit participation features,
      nor any rights or options to subscribe for or to purchase its Interests or
      any
      securities convertible into or exchangeable for its Interests or any equity
      appreciation rights or phantom equity plan. Except as set forth on the Seller
      Disclosure Schedule, Holdings is not subject to any option or obligation
      (contingent or otherwise) to repurchase or otherwise acquire or retire any
      Interests or any warrants, options or other rights to acquire its Interests.
      Holdings has not violated any federal or state securities laws in connection
      with the offer, sale or issuance of its Interests. Except as set forth on the
      Seller Disclosure Schedule, there are no agreements with the Members, Holdings
      or the Company with respect to the voting or transfer of the either of the
      Holdings’ Interests or with respect to any other aspect of Holdings’
affairs.

     

    (b)      The
      Members (i) are the record and beneficial owners of the Interests; (ii) have
      full power, right and authority, and any approval required by Law, to make
      and
      enter into this Agreement and to sell, assign, transfer and deliver the
      Interests to the Purchaser; and (iii) have good and valid title to the
      Interests, free and clear of all Liens. Upon the consummation of the
      transactions contemplated by this Agreement in accordance with the terms hereof,
      at the Closing, the Purchaser will acquire good and valid title to the
      Interests, free and clear of all Liens, other than created at the Closing by
      the
      Purchaser in connection with any financing it receives in connection with the
      transactions contemplated herein. 

     

    Section
      5.3      No
      Conflict; Required Filings and Consents.

     

    (a)      Neither
      the execution and delivery of this Agreement by each of the Members and
      Holdings, nor the consummation by each of the Members and Holdings of the
      transactions contemplated herein, nor compliance by each of the Members and
      Holdings with any of the provisions hereof, will (i) conflict with or result
      in
      a breach of any provisions of the certificate of formation, operating agreement
      or similar organizational document of each of the Members and Holdings, if
      applicable, or (ii) violate any Order or Law applicable to each of the Members
      and Holdings or any of their properties or assets.

     

    (b)      The
      execution and delivery of this Agreement by each of the Members and Holdings
      does not, and the performance of this Agreement by each of the Members and
      Holdings will not, require any consent, approval or authorization of, or filing
      with or notification to, any Governmental Authority.

     

    (c)      Neither
      the execution and delivery of this Agreement by each of the Members and
      Holdings, nor the consummation by each of the Members and Holdings of the
      transactions contemplated herein, nor compliance by each of the Members with
      any
      of the provisions hereof, will, except as set forth on the Seller Disclosure
      Schedule and except for the HSR Approval, conflict with, constitute or result
      in
      the breach of any term, condition or provision of, or constitute a default
      under, or give rise to any right of termination, cancellation or acceleration
      with respect to, create in any party the right to accelerate, terminate, modify
      or cancel or require any notice or consent under any Contract to which any
      of
      the Members or Holdings are a party or by which the properties or assets of
      Holdings are bound.

     

    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    

     

    Section
      5.4      No
      Brokers.
      Except
      for Houlihan Lokey Howard & Zukin Capital, Inc., no broker, finder or
      similar agent has been employed by or on behalf of Holdings or any of the
      Members, and no Person with which Holdings or any of the Members have had any
      dealings or communications of any kind, is or will be entitled to any brokerage
      commission, finder’s fee or any similar compensation in connection with, either
      directly or indirectly, this Agreement or the transactions contemplated
      hereby.

     

    Section
      5.5      Legal
      Proceedings.
      There
      are no Actions pending or, to the Knowledge of each Member, threatened against
      such Member or Holdings that, if adversely decided, would adversely affect
      such
      Member’s or Holdings’ performance under this Agreement or the consummation of
      the transactions contemplated hereby.

     

    Section
      5.6      Certificate
      of Organization and Limited Liability Company Agreement.
      The
      Members have heretofore delivered to the Purchaser a complete and correct copy
      of the certificate of organization and the limited liability company agreement
      of Holdings, each as amended to date. Holdings’ certificate of organization and
      limited liability company agreement are in full force and effect. Holdings
      is
      not in violation of any of the provisions of its certificate of organization
      and
      limited liability company agreement or other organizational document. The minute
      books (containing the records of meeting of the unitholders, the board of
      managers), the unit certificate books and the unit records books of Holdings
      furnished to Purchaser are correct and complete in all material
      respects.

     

    ARTICLE
      VI

     

    REPRESENTATIONS
      AND WARRANTIES RELATING TO THE PURCHASER

     

    As
      a
      material inducement to the Members to enter into this Agreement and consummate
      the transactions contemplated hereby, Purchaser represents and warrants to
      the
      Members that:

     

    Section
      6.1      Organization
      and Standing.
      The
      Purchaser is a corporation duly organized, validly existing and in good standing
      under the laws of Delaware. The Purchaser is duly qualified to do business
      and
      in good standing in each jurisdiction in which the character of the properties
      owned or leased by it or in which the conduct of its business requires it to
      be
      so qualified, except where the failure to be so qualified or to be in good
      standing would not have a Material Adverse Effect on the Purchaser.

     

    Section
      6.2      Authorization,
      Validity and Effect.
      The
      Purchaser has the requisite corporate power and authority to execute and deliver
      this Agreement and all agreements and documents contemplated hereby to be
      executed and delivered by it, and to consummate the transactions contemplated
      hereby and thereby. The execution and delivery of this Agreement and such other
      agreements and documents and the consummation of the transactions contemplated
      herein and therein, have been duly and validly authorized by all necessary
      corporate action on the part of the Purchaser. This Agreement has been duly
      and
      validly executed and delivered by the Purchaser and constitutes the legal,
      valid
      and binding obligation of the Purchaser, enforceable against the Purchaser
      in
      accordance with its terms, except as limited by bankruptcy, insolvency,
      reorganization, moratorium and similar laws of general application relating
      to
      or affecting the enforcement of creditors’ rights.

     

    
      
        
        

      

      
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    Section
      6.3      No
      Conflict; Required Filings and Consents.

     

    (a)      Neither
      the execution and delivery of this Agreement by the Purchaser, nor the
      consummation by the Purchaser of the transactions contemplated herein, nor
      compliance by the Purchaser with any of the provisions hereof, will, except
      for
      the HSR Approval and subject to obtaining Shareholder Approval, (i) conflict
      with or result in a breach of any provisions of the certificate of incorporation
      or by-laws of the Purchaser, (ii) constitute or result in the breach of any
      term, condition or provision of, or constitute a default under, or give rise
      to
      any right of termination, cancellation or acceleration with respect to, or
      result in the creation or imposition of any Lien upon, any property or assets
      of
      the Purchaser or, pursuant to any note, bond, mortgage, indenture, license,
      agreement, lease or other instrument or obligation to which it is a party or
      by
      which it or any of its properties or assets may be subject, and that would,
      in
      any such event, have a Material Adverse Effect on the Purchaser, or (iii)
      violate any Order or Law applicable to the Purchaser or any of its properties
      or
      assets.

     

    (b)      The
      execution and delivery of this Agreement by the Purchaser does not, and the
      performance of this Agreement by the Purchaser will not, except for the HSR
      Approval and filings required under the Securities Act, the Exchange Act, Blue
      Sky Laws, and the rules and regulations thereunder, require any consent,
      approval or authorization of, or filing with or notification to, any
      Governmental Authority.

     

    Section
      6.4      No
      Brokers.
      Except
      for Macquarie Capital (USA) Inc., no broker, finder or similar agent has been
      employed by or on behalf of the Purchaser, and no Person with which the
      Purchaser has had any dealings or communications of any kind is entitled to
      any
      brokerage commission, finder’s fee or any similar compensation in connection
      with this Agreement or the transactions contemplated hereby.

     

    Section
      6.5      Legal
      Proceedings.
      There
      are no Actions pending or, to the knowledge of the Purchaser, threatened against
      the Purchaser that, if adversely decided, would adversely affect the Purchaser’s
      performance under this Agreement or the consummation of the transactions
      contemplated hereby.

     

    Section
      6.6      Financing.
      As of
      the date hereof, the Purchaser has invested in a trust account administered
      by
      Continental Stock Transfer & Trust Company not less than $100,000,000 which,
      immediately prior to the Closing, will be available to the Purchaser for payment
      of the Total Purchase Price and Purchaser’s transaction expenses and working
      capital. Attached as Exhibit
      I
      is a
      true, correct, and complete copy of the New Credit Agreement pursuant to which
      the lenders identified therein have agreed to make available to the Company
      loan
      commitments totaling $170,000,000 on the terms and subject to the conditions
      set
      forth therein.

     

    Section
      6.7      No
      Reliance.
      The
      consummation of the transactions contemplated hereunder by Purchaser is not
      done
      in reliance upon any warranty or representation by, or information from, the
      Members, Holdings, the Company or the Seller Representative of any sort, oral
      or
      written, except the warranties and representations specifically set forth in
      this Agreement and in any certificate or agreement required to be delivered
      hereunder. Such transactions are instead done entirely on the basis of
      Purchaser’s own investigation, analysis, judgment and assessment of the present
      and potential value and earning power of the Company as well as those
      representations and warranties specifically set forth in this Agreement and
      in
      any certificate or agreement required to be delivered hereunder.

     

    
      
        
        

      

      
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    ARTICLE
      VII

     

    COVENANTS
      AND AGREEMENTS

     

    Section
      7.1      Interim
      Operations of the Company.
      Prior
      to the Closing Date or the earlier termination of this Agreement, except as
      set
      forth on Schedule
      7.1
      or as
      expressly contemplated by this Agreement, unless Purchaser has previously
      consented in writing thereto, neither Holdings nor the Company
      shall:

     

    (a)      incur
      any
      Indebtedness or issue any long-term debt securities or assume, guarantee or
      endorse such obligations of any other Person, except for (i) Indebtedness
      incurred in the Ordinary Course of Business under the lines of credit as in
      effect on the date hereof and (ii) Indebtedness of not more than $20,000,000
      incurred under the lines of credit as in effect on the date hereof solely for
      the purpose of payment of a cash dividend in like amount from the Company to
      Holdings and from Holdings to the Members (the “Recapitalization”),
      or
      make any loan or advance to any Person (other than business-related advances
      to
      employees in the Ordinary Course of Business and in an amount not in excess
      of
      $5,000 per employee or $25,000 in the aggregate);

     

    (b)      (i)
      acquire, sell, license, abandon, fail to maintain or otherwise dispose of,
      any
      material property or assets (other than Rental Equipment), tangible or
      intangible (other than in the Ordinary Course of Business), (ii) mortgage or
      encumber any property or assets, other than Permitted Liens, or
      (iii) cancel any Indebtedness owed to or claims held by the Company (other
      than in the Ordinary Course of Business);

     

    (c)      engage
      in
      any transactions with, or enter into any Contracts with, any Affiliates of
      the
      Company or any Member, or any of their members, officers or directors, except
      pursuant to a Contract in effect on the date hereof and disclosed pursuant
      to
Section
      4.20;

     

    (d)      make
      any
      material change to its accounting (including Tax accounting) methods, principles
      or practices, except as may be required by GAAP;

     

    (e)      make
      any
      amendment to its certificate of incorporation or bylaws (or equivalent
      organizational documents);

     

    (f)      declare,
      distribute or set aside for distribution of any property (excluding cash),
      or
      directly or indirectly, redeem, purchase or otherwise acquire of any shares
      of
      capital stock;

     

    (g)      repurchase
      any equity securities, or, other than in connection with the Recapitalization,
      effect any recapitalization, reclassification or like change in the
      capitalization of Holdings or the Company;

     

    (h)      except
      as required by Law or by any Employee Plans, or existing contractual
      arrangements as in effect on the Balance Sheet Date, adopt or amend any Employee
      Plan or other plan, program or arrangement for the benefit of its employees,
      consultants or directors, or (B) grant any material increase (other than
      increases required under any Contract entered into before the Balance Sheet
      Date
      and annual or periodic increases in the Ordinary Course of Business, consistent
      with past practice) in the compensation of its employees, officers or directors
      (including any such increase pursuant to any bonus, profit sharing or other
      compensation or incentive plan, program or commitment);

     

    
      
        
        

      

      
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    (i)      enter
      into, amend or terminate any labor or collective bargaining Contract of the
      Company, or otherwise make any commitment or incur any liability to any labor
      organizations;

     

    (j)      enter
      into or agree to enter into any merger or consolidation with any Person, or
      acquire the equity securities or all or substantially all of the assets of,
      or
      otherwise make any investment in, any other Person;

     

    (k)      enter
      into, terminate or modify any Material Contract, other than in the Ordinary
      Course of Business; 

     

    (l)      make
      any
      forward purchase commitment in excess of the requirements of the Company for
      normal operating purposes or at prices higher than the current market
      prices;

     

    (m)      settle
      or
      compromise any Action if the amount of such settlement will not be paid in
      full
      prior to the Closing or which settlement or compromise would reasonably be
      expected to have a continuing adverse impact on the business of the Company
      after the Closing;

     

    (n)      make
      any
      Tax election or change in a Tax election or the filing for any change of any
      method of accounting with any relevant Taxing Authority, except as required
      by
      any change in Law;

     

    (o)      implement
      any layoff of employees that would implicate the WARN Act;

     

    (p)      transfer,
      issue or sell any equity securities or rights to purchase any equity securities
      of Holdings or the Company or split, combine or subdivide the capital stock
      or
      other equity securities of Holdings or the Company; or 

     

    (q)      agree,
      whether in writing or otherwise, to take any action described in this
Section
      7.1.
      

     

    Section
      7.2      Interim
      Affirmative Covenants of the Company.
      Prior
      to the Closing Date or the earlier termination of this Agreement, except as
      expressly contemplated by this Agreement, unless Purchaser has previously
      consented in writing thereto, each of Holdings and the Company shall (a) operate
      its business in the Ordinary Course of Business consistent with past practices;
      (b) use commercially reasonable efforts to preserve substantially intact its
      business organization, maintain its rights and franchises, retain the services
      of its respective principal officers and key employees and maintain its
      relationship with its respective principal customers, suppliers and independent
      contractors; (c) use its commercially reasonable efforts to maintain and keep
      its properties and assets in as good repair and condition as at present,
      ordinary wear and tear excepted, and (d) keep in full force and effect insurance
      comparable in amount and scope of coverage to that currently maintained by
      it.

     

    Section
      7.3      Reasonable
      Access; Confidentiality.

     

    (a)      From
      the
      date hereof until the Closing Date or the earlier termination of this Agreement,
      and subject to applicable Law, Holdings and the Company shall give the Purchaser
      and its representatives, upon reasonable notice to the Company, reasonable
      access, during normal business hours, to the customers, suppliers, assets,
      properties, books, records, agreements and employees of the Company and permit
      Purchaser to make such inspections and copies as it may reasonably require
      and
      to furnish Purchaser during such period with all such information relating
      to
      the Company as Purchaser may from time to time reasonably request.

     

    
      
        
        

      

      
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    (b)      Prior
      to
      the Closing, any information provided to or obtained by Purchaser pursuant
      to
      paragraph (a) above will be subject to the Confidentiality Agreement, and must
      be held by Purchaser in accordance with and be subject to the terms of the
      Confidentiality Agreement.

     

    (c)      Prior
      to
      the Closing, Purchaser agrees to be bound by and comply with the provisions
      set
      forth in the Confidentiality Agreement as if such provisions were set forth
      herein, and such provisions are hereby incorporated herein by
      reference.

     

    Section
      7.4      HSR.
      Holdings and Purchaser shall, as promptly as practicable, but in no event later
      than five Business Days following the execution and delivery of this Agreement,
      submit all filings required of each of them by the HSR Act (the “HSR
      Filing”)
      to the
      United States Department of Justice, as appropriate and thereafter provide
      any
      supplemental information requested in connection therewith pursuant to the
      HSR
      Act and make any similar filing within, to the extent reasonably practicable,
      a
      similar time frame with any other Governmental Authority for which such filing
      is required. Any such notification and report form and supplemental information
      will be in substantial compliance with the requirements of the HSR Act or other
      applicable antitrust regulation. Holdings and Purchaser shall furnish to the
      other such reasonably necessary information and reasonable assistance as the
      other may request in connection with its preparation of any filing or submission
      which is necessary under the HSR Act or other applicable antitrust regulation.
      Holdings and Purchaser shall request early termination of the applicable waiting
      period under the HSR Act and any other applicable antitrust regulation. Each
      of
      Holdings and Purchaser will promptly inform the other party of any material
      communication received by such party from any Governmental Authority in respect
      of the HSR Filing. Each of the parties will (a) use its respective commercially
      reasonable efforts to comply as expeditiously as possible with all requests
      of
      any Governmental Authority for additional information and documents, including
      information or documents requested under the HSR Act or other applicable
      antitrust regulation; and (b) not (i) extend any waiting period under the HSR
      Act or any applicable antitrust regulation or (ii) enter into any agreement
      with
      any Governmental Authority not to consummate the transactions contemplated
      by
      this Agreement, except, in each case, with the prior consent of the other
      parties. Subject to Section
      2.2(c),
      all
      filing fees payable in connection with the HSR Filing or under any other
      applicable antitrust regulation shall be borne by the Purchaser.

     

    Section
      7.5      Records.
      With
      respect to the financial books and records and minute books of Holdings and
      the
      Company relating to matters on or prior to the Closing Date from and after
      the
      Closing and for a period of five (5) years after the Closing Date, the Company
      (a) shall not cause or permit their destruction or disposal without first
      offering to surrender them to the Seller Representative, and (b) where there
      is
      a legitimate purpose, including an audit of a Member by the IRS or any other
      Taxing Authority, shall allow the Seller Representative reasonable access to
      such books and records during regular business hours.

     

    Section
      7.6      Responsibility
      to Update Disclosure.
      From
      the date hereof through the Closing Date or the earlier termination of this
      Agreement, each party shall promptly give written notice to the other parties
      of
      any event, condition or circumstances occurring from the date hereof through
      the
      Closing Date, which would cause any representation or warranty of the notifying
      party contained herein to become misleading, inaccurate or false or which would
      constitute a violation or breach of this Agreement or cause any Closing
      condition not to be satisfied (a “Supplemental
      Disclosure”).
      Provided that all Supplemental Disclosures by the Company, Holdings and/or
      the
      Members, in the aggregate, have not had, and would not reasonably be expected
      to
      have, a Material Adverse Effect on the Company and Holdings any Supplemental
      Disclosure will be deemed accepted by Purchaser for all purposes under the
      Agreement, and Purchaser will not be permitted to terminate this Agreement
      as a
      result thereof. Any Supplemental Disclosure (individually or in the aggregate)
      that has had, or would be reasonably expected to have, a Material Adverse Effect
      on the Company and Holdings will not be deemed accepted by Purchaser, and
      Purchaser will be permitted to terminate this Agreement pursuant to Section
      10.1(e).

     

    
      
        
        

      

      
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    Section
      7.7      Commercially
      Reasonable Efforts; Cooperation.
      Upon
      the terms and subject to the conditions set forth in this Agreement, each of
      the
      parties agrees to use commercially reasonable efforts to take, or cause to
      be
      taken, all actions, and to do, or cause to be done, and to assist and cooperate
      with the other parties in doing, all things necessary, proper or advisable
      to
      consummate and make effective, in the most expeditious manner practicable,
      the
      transactions contemplated by and the purposes of this Agreement and to obtain
      satisfaction or waiver of the conditions precedent to the consummation of the
      transactions contemplated hereby, including (a) obtaining all of the necessary
      actions or nonactions, waivers, consents and approvals from Governmental
      Authorities and the making of all filings and the taking of all steps as may
      be
      reasonably necessary to obtain an approval or waiver from, or to avoid an Action
      or proceeding by, any Governmental Authority, (b) obtaining the necessary
      Consents from third parties and giving all required notices to third parties,
      and (c) the execution and delivery of any additional instruments necessary
      to
      consummate the transactions contemplated by, and to fully carry out the purposes
      of, this Agreement.

     

    Section
      7.8      Proxy
      Statement; Special Meeting.

     

    (a)      As
      soon
      as is reasonably practicable after the date of this Agreement, the Purchaser
      shall prepare and file with the Securities and Exchange Commission (“Commission”)
      under
      the Exchange Act proxy materials for the purpose of soliciting proxies from
      holders of Purchaser Stock to vote in favor of (i) the approval of the
      transactions contemplated by this Agreement (the “Purchaser
      Stockholder Approval”),
      (ii)
      the change of the name of the Purchaser to a name selected by the Purchaser,
      (iii) an amendment to remove the preamble and sections A through D, inclusive,
      of Article Sixth from the Purchaser’s Certificate of Incorporation from and
      after the Closing and to redesignate section E of Article Sixth as Article
      Sixth, and (v) the adoption of an Incentive Stock Option Plan or other equity
      incentive plan at a meeting of holders of Purchaser Stock to be called and
      held
      for such purpose (the “Special
      Meeting”).
      Such
      proxy materials shall be in the form of a proxy statement to be used for the
      purpose of soliciting such proxies from holders of Purchaser Stock for the
      matters to be acted upon at the Special Meeting (the “Proxy
      Statement”).
      The
      Company shall use its reasonable efforts to furnish to the Purchaser all
      information concerning the Company as the Purchaser may reasonably request
      in
      connection with the preparation of the Proxy Statement. The Company and its
      counsel shall be given an opportunity to review and comment on such proxy
      materials, including amendments thereto, prior to their filing with the
      Commission and the Purchaser will not file any documents containing information
      that the Company has reasonably determined is incorrect or misleading and
      notified the Purchaser in writing thereof. The Purchaser, with the assistance
      of
      the Company, shall promptly respond to any Commission comments on such proxy
      materials and shall otherwise use reasonable best efforts to cause the
      definitive Proxy Statement to be approved by the Commission for distribution
      to
      the Purchaser’s stockholders as promptly as practicable.

     

    (b)      As
      soon
      as practicable following the approval by the Commission of the distribution
      of
      the definitive Proxy Statement, the Purchaser shall distribute the Proxy
      Statement to the holders of Purchaser Stock and, pursuant thereto, shall call
      the Special Meeting in accordance with the applicable law and in no event more
      than 60 days following approval by the Commission of the Proxy Statement and,
      subject to the other provisions of this Agreement, solicit proxies from such
      holders to vote in favor of the approval of the transactions contemplated by
      this Agreement and the other matters presented for approval or adoption at
      the
      Special Meeting.

     

    
      
        
        

      

      
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    (c)      The
      Purchaser shall comply with all applicable provisions of and rules under the
      federal and state (if applicable) securities laws and all applicable provisions
      of the DGCL in the preparation, filing and distribution of the Proxy Statement,
      the solicitation of proxies thereunder, and the calling and holding of the
      Special Meeting. Without limiting the foregoing, the Purchaser shall ensure
      that
      the Proxy Statement does not, as of the date on which the Proxy Statement is
      first distributed to the stockholders of the Purchaser, and as of the date
      of
      the Special Meeting, contain any untrue statement of a material fact or omit
      to
      state a material fact necessary in order to make the statements made, in light
      of the circumstances under which they were made, not misleading (provided that
      the Purchaser shall not be responsible for the accuracy or completeness of
      any
      information relating to the Company or any other information furnished by the
      Company for inclusion in the Proxy Statement). The Company represents and
      warrants that the information relating to the Company supplied by the Company
      for inclusion in the Proxy Statement will not, as of the date on which the
      Proxy
      Statement is first distributed to the stockholders of the Purchaser or at the
      time of the Special Meeting, contain any statement which, at such time and
      in
      light of the circumstances under which it is made, is false or misleading with
      respect to any material fact, or omits to state any material fact required
      to be
      stated therein or necessary in order to make the statement therein not false
      or
      misleading.

     

    (d)      The
      Purchaser, acting through its board of directors, shall include in the Proxy
      Statement the recommendation of its board of directors that the holders of
      Purchaser Stock vote in favor of the approval of the transactions contemplated
      by this Agreement, and, subject to applicable Law and the exercise of its
      fiduciary duties, shall not withdraw or modify its recommendation. The Purchaser
      shall otherwise use its reasonable best efforts to obtain the Purchaser
      Stockholder Approval and the Management Members shall reasonably cooperate
      with
      the Purchaser, including attending and participating in presentation to holders
      of Purchaser Stock in advance of the Special Meeting.

     

    (e)      The
      Company also shall cooperate with the Purchaser and use its reasonable efforts
      to provide all information reasonably requested by the Purchaser in connection
      with any application or other filing made to maintain or secure listing for
      trading or quotation of the Purchaser’s securities on the American Stock
      Exchange, Nasdaq or the Over-the-Counter Bulletin Board (“OTC
      BB”)
      following the Closing.

     

    (f)      Notwithstanding
      anything to the contrary contained in this Agreement, Purchaser shall bear
      and
      pay (i) all costs and expenses incurred in connection with (A) the
      preparation, filing and mailing of the Proxy Statement, including any amendments
      or supplements thereto, (B) the preparation, filing and mailing of any
      other securities filings or correspondence in connection with the transactions
      contemplated by this Agreement, including, without limitation, any filings
      made
      to secure listing for trading of Purchaser’s securities on the American Stock
      Exchange, Nasdaq, or the OTC BB, (C) calling, giving notice of, convening
      and holding stockholder meetings for the purpose of seeking Purchaser
      Stockholder Approval, and (D) the preparation, filing and mailing of any
      other documents or materials required solely as a direct result of the
      acquisition of Holdings by a public company, and (ii) all reasonable third
      party fees and disbursements incurred by the Company (other than accounting
      fees
      associated with preparation of financial statements to be included in the Proxy
      Statement) in connection with the Company’s cooperation, assistance, and review
      of the foregoing documentation, including, without limitation, reasonable
      attorney’s fees and expenses. Subject to Section
      2.2(c),
      the
      Company shall bear and pay all costs and expenses incurred in connection with
      the preparation, delivery and review of the financial statements of the Company
      and Holdings to be included in the Proxy Statement (“Accounting
      Fees”).
      

     

    
      
        
        

      

      
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    Section
      7.9      Public
      Disclosure.
      From
      the date of this Agreement until Closing or termination of this Agreement,
      the
      parties shall cooperate in good faith to jointly prepare all press releases
      and
      public announcements pertaining to this Agreement and the transactions governed
      by it, and no party shall issue or otherwise make any public announcement or
      communication pertaining to this Agreement or the transaction without the prior
      consent of the Purchaser (in the case of the Company, Holdings and the Members)
      or the Seller Representative (in the case of the Purchaser), except as required
      by any legal requirement or by the rules and regulations of, or pursuant to
      any
      agreement of a stock exchange or trading system. Each party will not
      unreasonably delay, withhold or condition approval from the others with respect
      to any press release or public announcement. If any party determines with the
      advice of counsel that it is required to make this Agreement and the terms
      of
      the transaction public or otherwise issue a press release or make public
      disclosure with respect thereto, it shall, at a reasonable time before making
      any public disclosure, consult with the other party regarding such disclosure,
      seek such confidential treatment for such terms or portions of this Agreement
      or
      the transaction as may be reasonably requested by the other party and disclose
      only such information as is legally compelled to be disclosed. 

     

    Section
      7.10   Other
      Actions.
      As
      promptly as practicable after execution of this Agreement (and in no event
      later
      than four business days thereafter), the Purchaser will prepare and file a
      Current Report on Form 8-K pursuant to the Exchange Act to report the execution
      of this Agreement (“Signing
      Form 8-K”).
      At
      least five (5) days prior to Closing, the Purchaser shall prepare a draft Form
      8-K announcing the Closing, together with, or incorporating by reference, the
      financial statements prepared by the Company and such other information that
      may
      be required to be disclosed with respect to the transactions contemplated by
      this Agreement in any report or form to be filed with the Commission
      (“Closing
      Form 8-K”).
      The
      Company will be given the opportunity to review and comment upon the Signing
      Form 8-K and Closing Form 8-K prior to filing. Any language included in such
      Current Reports that reflects the Company’s comments, as well as any text as to
      which the Company has not commented upon being given a reasonable opportunity
      to
      comment, shall be deemed to have been approved by the Company and may henceforth
      be used by the Purchaser in other filings made by it with the Commission and
      in
      other documents distributed by the Purchaser in connection with the transactions
      contemplated by this Agreement without further review or consent of the Seller
      Representative or the Company. In connection with the preparation of the Signing
      Form 8-K and the Closing Form 8-K, or any other statement, filing, notice or
      application made by or on behalf of the Purchaser and/or the Company to any
      third party and/or any Governmental Authority in connection with the
      transactions contemplated by this Agreement, and for such other reasonable
      purposes, the Company and the Purchaser each shall, upon request by the other,
      furnish the other with all information concerning themselves, their respective
      directors, officers and stockholders and such other matters as may be reasonably
      necessary or advisable in connection with the transactions contemplated by
      this
      Agreement. Each party warrants and represents to the other party that all such
      information shall be true and correct in all material respects and will not
      contain any untrue statement of a material fact or omit to state a material
      fact
      required to be stated therein or necessary to make the statements contained
      therein, in light of the circumstances under which they were made, not
      misleading.

     

    Section
      7.11   No
      Securities Transactions.
      None of
      the Company, Holdings or any Member or any of their respective affiliates,
      directly or indirectly, shall engage in any transactions involving any
      securities of the Purchaser prior to the Closing. The Company shall use its
      commercially reasonable efforts to require each of its officers, directors,
      employees, agents and representatives to comply with the foregoing
      requirement.

     

    
      
        
        

      

      
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    Section
      7.12    No
      Claim Against Trust Fund.
      The
      Company, Holdings and each Member acknowledges that they have read the
      Purchaser’s final prospectus dated March 5, 2007 and understand that the
      Purchaser has established the Trust Fund for the benefit of the Purchaser’s
      public stockholders. The Company, Holdings and each Member further acknowledges
      that, if the transactions contemplated by this Agreement, or, upon termination
      of this Agreement, another business combination, are not consummated by March
      5,
      2009, the Purchaser will be obligated to return to its stockholders the amounts
      being held in the Trust Fund. Accordingly, the Company, Holdings and each
      Member, for themselves and their subsidiaries, affiliated entities, directors,
      officers, employees, stockholders, representatives, advisors and all other
      associates and affiliates, hereby waive all rights, title, interest or claim
      of
      any kind against the Purchaser to collect from the Trust Fund any monies that
      may be owed to them by the Purchaser for any reason whatsoever, and will not
      seek recourse against the Trust Fund at any time for any reason whatsoever.
      This
      paragraph will survive this Agreement and will not expire and will not be
      altered in any way without the express written consent of the Purchaser and
      the
      Seller Representative.

     

    Section
      7.13    Financing.
      Purchaser shall use its commercially reasonable efforts and do all things
      reasonably necessary, proper, and advisable to arrange debt financing in an
      amount sufficient to supplement the amount available in the Trust Fund so that
      there is a sufficient amount of cash to pay the Total Purchase Price as set
      forth in Section
      2.2
      and to
      consummate the transactions contemplated by this Agreement after deducting
      amounts to be paid to (i) those stockholders who both vote against the
      transactions contemplated hereby and elect to have their shares of Purchaser
      converted into a cash payment in accordance with Purchaser’s organizational
      documents, and (ii) the underwriters of the securities issued by Purchaser
      in its initial public offering as deferred underwriting discount. Holdings,
      the
      Company and the Members shall, at Purchaser’s expense, cooperate in good faith
      with the Purchaser in connection with such financing, and shall take such
      actions and deliver such documents and other materials as may reasonably be
      requested by the Purchaser with respect thereto.

     

    Section
      7.14    Non-compete;
      Non-solicit.

     

    (a)      For
      a
      period of three years after the Closing Date, neither Kirtland nor any of its
      Affiliates shall, anywhere in the United States of America and Canada, directly
      or indirectly, individually or as an employee, partner, officer, director or
      shareholder or in any other capacity whatsoever of or for any Person other
      than
      the Purchaser or the Company or their respective Subsidiaries or Affiliates
      own,
      manage, operate, sell, control or participate in the ownership, management,
      operation, sales or control of or be connected in any manner, including as
      an
      employee, advisor or consultant or similar role, with any business engaged
      in
      the sale of new or used lattice boom crawler cranes, or the leasing or rental
      of
      mobile cranes (including, without limitation, lattice boom crawler cranes,
      truck
      mounted cranes, all terrain cranes and/or rough terrain cranes) and stationary
      tower cranes (the “Company
      Business”). Notwithstanding
      the foregoing, nothing herein shall prohibit any Member or its Affiliates from
      being a passive owner of not more than 5% of the outstanding equity of any
      class
      of an entity which is publicly traded.

     

    (b)      In
      addition to, and not in limitation of, the non-competition covenants set forth
      above in this Section
      7.14,
      Kirtland agrees that, for a period of three years after the Closing Date, it
      will not, and shall cause its Affiliates not to, either for itself or for any
      other Person, directly or indirectly solicit, induce or attempt to induce any
      of
      the individuals listed on Schedule 7.14(b) to terminate his her employment
      or
      his services with the Purchaser, the Company or any Subsidiary or Affiliate
      thereof or to take employment with another party; provided, however, the
      foregoing restriction will not prohibit contact between such Person and Kirtland
      or an Affiliate of Kirtland that results from (A) such Person’s response to a
      general solicitation or advertisement that is not specifically directed or
      targeted to such Person, or (B) such Person’s own initiative at any time after
      his or her employment has been terminated by Purchaser or its Affiliate; or
      (ii)
      solicit business away from, or attempt to sell, license or provide products
      or
      services of a similar nature as the Company Business, to any customer of the
      Purchaser, the Company or their respective Subsidiaries and
      Affiliates.

     

    (c)      Each
      Member acknowledges that (i) the scope and period of restrictions to which
      the
      restrictions imposed in this Section applies are fair and reasonable and are
      reasonably required for the protection of the Purchaser, the Company and their
      respective Subsidiaries and Affiliates, (ii) this Agreement accurately describes
      the business to which the restrictions are intended to apply and (iii) the
      obligations and restrictions provided for herein are an integral part of the
      consideration motivating the Purchaser to enter into this Agreement,
      to
      consummate
      the
      transactions contemplated hereby and
      to
      pay the Total Purchase Price.

     

    
      
        
        

      

      
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    (d)      It
      is the
      intent of the Parties that the provisions of this Section will be enforced
      to
      the fullest extent permissible under applicable law. If any particular provision
      or portion of this Section is adjudicated to be invalid or unenforceable, the
      Agreement will be deemed amended to revise that provision or portion to the
      minimum extent necessary to render it enforceable. Such amendment will apply
      only with respect to the operation of this paragraph in the particular
      jurisdiction in which such adjudication was made.

     

    Section
      7.15    New
      LLC Agreement.
      At the
      Closing, the Members and the Purchaser shall execute the New LLC
      Agreement.

     

    Section
      7.16    Employment
      Agreements.
      At the
      Closing, the Company and each of the Management Members shall execute an
      employment agreement in the form of Exhibit
      E
      (such
      employment agreements, collectively, the “Employment
      Agreements.”),
      and
      each Management Member shall have terminated his respective prior respective
      employment agreement or arrangement with the Company.

     

    Section
      7.17    Registration
      Rights Agreement.
      At the
      Closing, the Purchaser and each of the Members shall execute the Registration
      Rights Agreement.

     

    Section
      7.18    Company
      Standstill.
      From
      and after the date hereof through the Closing Date, unless and until this
      Agreement shall have been terminated in accordance with its terms, each of
      the
      Company, Holdings and the Members hereby agrees and shall cause their respective
      directors, officers, Affiliates, employees, attorneys, accountants,
      representatives, consultants and other agents (collectively, “Representatives”)
      to agree: (i) to immediately cease any existing discussions or negotiations
      with
      any Person conducted heretofore, directly or indirectly, with respect to any
      Business Combination involving or with respect to the Company or Holdings;
      (ii)
      not to directly or indirectly solicit, initiate, encourage or facilitate the
      submission of proposals or offers from any Person other than Purchaser relating
      to any Business Combination involving or with respect to the Company or
      Holdings, or (iii) directly or indirectly participate in any discussions or
      negotiations regarding, or furnish any information to any Person other than
      Purchaser or its Representatives in connection with, any proposed or actual
      Business Combination by any Person other than Purchaser. The Company shall
      immediately notify Purchaser regarding any contact with any other Person
      regarding any proposed Business Combination.

     

    Section
      7.19    Written
      Notice of Events.
      Purchaser shall promptly notify Holdings, in writing, if at any time (i) the
      Purchaser believes that any condition to the obligations of the Purchaser set
      forth in Article
      VIII
      will not
      be satisfied or (ii) Purchaser or any Affiliate thereof executes or otherwise
      becomes party to a letter of intent or other similar documentation regarding
      any
      proposed Business Combination. The Company, Holdings and the Members hereby
      agree to hold in confidence, and to not make any disclosure of, any information
      in any notice delivered by Purchaser pursuant to this Section
      7.19.

     

    ARTICLE
      VIII

     

    CONDITIONS
      PRECEDENT TO OBLIGATIONS OF PURCHASER

     

    The
      obligations of Purchaser under this Agreement are, at its option, subject to
      satisfaction of the following conditions at or prior to the Closing
      Date:

     

    
      
        
        

      

      
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    Section
      8.1      Representations
      True.
      The
      representations and warranties contained in Articles
      IV and V
      of this
      Agreement that are subject to materiality qualifications shall be true and
      correct in all respects in accordance with their terms (including the
      materiality qualifications) on the Closing Date as though made on the Closing
      Date (or on the date when made in the case at any representation or warranty
      which specifically relates to an earlier date). All other representations and
      warranties shall be true, complete and accurate in all material respects on
      the
      Closing Date as though made on the Closing Date (or on the date when made in
      the
      case at any representation or warranty which specifically relates to an earlier
      date).

     

    Section
      8.2      All
      Consents Obtained.
      All
      approvals or consents set forth on Schedule
      8.2
      shall
      have been obtained.

     

    Section
      8.3      Performance
      and Obligations.
      Each
      Member shall have duly performed in all material respects all obligations,
      covenants and agreements undertaken by each Member in this Agreement and have
      complied in all material respects with all terms and conditions applicable
      to
      each Member under this Agreement to be performed and complied with on or before
      the Closing Date.

     

    Section
      8.4      Receipt
      of Documents by the Purchaser.
      The
      Purchaser has received:

     

    (a)      A
      certificate of the Secretary of Holdings, certifying as to the (i) certificate
      of organization of Holdings, (ii) the limited liability company agreement of
      Holdings; and (iii) the incumbency and signatures of the officers of
      Holdings;

     

    (b)      A
      certificate of the Secretary of the Company certifying as to (i) the certificate
      of incorporation of the Company; (ii)
      bylaws
      of
      the Company and (iii) the incumbency and signatures of the officers of the
      Company;

     

    (c)      The
      certificate of organization of Holdings and certificate of incorporation of
      the
      Company certified as of the most recent practicable date by the Secretary of
      State of the State of Delaware;

     

    (d)      Certificates
      of good standing of the Company and Holdings as of the most recent practicable
      date from the Secretary of State of the State of Delaware;

     

    (e)      Written
      resignations of the directors of the Company and Holdings set forth on
Schedule
      8.4;
      

     

    (f)      The
      Escrow Agreement duly executed by the Seller Representative;

     

    (g)      The
      New
      LLC Agreement duly executed by the Members; 

     

    (h)      A
      release
      in the form of Exhibit
      H
      duly
      executed by each of the Members;

     

     (i)      A
      duly executed certificate that complies with the requirements of Section 1445
      of
      the Code; and

     

     (j)      A
      Lock-Up Agreement in the form of Exhibit
      B
      duly
      executed by each of the Management Members.

     

    
      
        
        

      

      
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    Section
      8.5      Termination
      of Advisory Service Agreement.
      The
      Amended and Restated Advisory Service Agreement, dated as of November 30, 2005,
      among Holdings, the Company and Kirtland Partners Ltd. shall have been
      terminated in all respects, and Holdings and the Company shall have fully
      satisfied or discharged all of their respective obligations and liabilities
      thereunder.

     

    Section
      8.6      Purchaser
      Stockholder Approval.
      Purchaser Stockholder
      Approval shall have been obtained by the requisite vote under the laws of the
      State of Delaware and the Purchaser’s certificate of incorporation.

     

    Section
      8.7      Purchaser
      Stock.
      Holders
      constituting, in aggregate, less than twenty
      percent (20%) of the shares of Purchaser Stock issued in the Purchaser’s initial
      public offering of securities and outstanding immediately before the Closing
      shall have exercised their rights to convert their shares into a pro rata share
      of the Trust Fund in accordance with the Purchaser’s certificate of
      incorporation.

     

    Section
      8.8      No
      Litigation.
      No
      suit, action, or other proceeding is threatened or pending before any court
      or
      Governmental Authority in which it will be or it is sought to restrain or
      prohibit or to obtain material damages or relief in connection with this
      Agreement or the consummation of this Agreement.

     

    Section
      8.9      Material
      Adverse
      Effect.
      No
      Material Adverse Effect with respect to the Company and Holdings, taken as
      a
      whole, shall have occurred since the date of this Agreement.

     

    ARTICLE
      IX

     

    CONDITIONS
      PRECEDENT TO OBLIGATIONS OF THE MEMBERS

     

    The
      obligations of the Members under this Agreement are, at the option of the Seller
      Representative, subject to satisfaction of the following conditions at or prior
      to the Closing Date:

     

    Section
      9.1      Representations
      True.
      The
      representations and warranties contained in Article
      VI
      of this
      Agreement that are subject to materiality qualifications shall be true and
      correct in all respects in
      accordance with their terms (including the materiality qualifications)
on
      the
      Closing Date as though made on the Closing Date (or on the date when made in
      the
      case at any representation or warranty which specifically relates to an earlier
      date). All other representations and warranties shall be true, complete and
      accurate in all material respects on the Closing Date as though made on the
      Closing Date (or on the date when made in the case at any representation or
      warranty which specifically relates to an earlier date).

     

    Section
      9.2      Performance
      of Obligations.
      The
      Purchaser shall have duly performed in all material respects all obligations,
      covenants and agreements undertaken by the Purchaser in this Agreement and
      have
      complied in all material respects with all terms and conditions applicable
      to
      the Purchaser under this Agreement to be performed and complied with on or
      before the Closing Date.

     

    Section
      9.3      Receipt
      of Documents by the Seller Representative.
      The
      Seller Representative has received:

     

    (a)      The
      Total
      Purchase Price paid in accordance with Sections
      2.2
      and
      2.3;

     

    (b)      The
      certificate of incorporation of the Purchaser certified as of the most recent
      practicable date by the Secretary of State of Delaware;

     

    
      
        
        

      

      
        -42-

        
          

        

      

      
        
        

      

    

     

    (c)      A
      certificate of the Secretary of State of Delaware as to the good standing as
      of
      the most recent practicable date of the Purchaser in such
      jurisdiction;

     

    (d)      A
      certificate of the Secretary of the Purchaser certifying as to (i) the
      certificate of incorporation of the Purchaser; (ii) bylaws of the Purchaser
      and
      (iii) the incumbency and signatures of the officers of the Purchaser;


     

    (e)      Certified
      resolutions of the board of directors (or other body having similar authority)
      of the Purchaser approving this Agreement and authorizing the transactions
      contemplated by this Agreement, along with a certificate executed on behalf
      of
      the Purchaser by its Secretary certifying to the Seller Representative that
      such
      copies are true, correct and complete copies of such resolutions, and that
      such
      resolutions were duly adopted and have not been amended or
      rescinded;

     

    (f)      The
      Escrow Agreement duly executed by the Purchaser; and

     

    (g)      The
      Registration
      Rights
      Agreement duly executed by the Purchaser; and

     

    (h)      The
      New
      LLC Agreement duly executed by the Purchaser.

     

    Section
      9.4      No
      Litigation.
      No
      suit, action, or other proceeding is threatened or pending before any court
      or
      Governmental Authority in which it will be or it is sought to obtain material
      damages from the Purchaser in connection with this Agreement or interfere with
      the consummation of this Agreement.

     

    ARTICLE
      X

     

    TERMINATION
      OF AGREEMENT

     

    Section
      10.1   Termination.
      Notwithstanding any other provision of this Agreement, this Agreement may be
      terminated at any time prior to the Closing:

     

    (a)      by
      the
      mutual written consent of Purchaser and Holdings;

     

    (b)      by
      Purchaser or Holdings, upon written notice to the other party, if the
      transactions contemplated by this Agreement have not been consummated on or
      prior to the later of (x) November 30, 2008 and (y) the date that is 260 days
      after delivery to Purchaser of the financial statements of the Company and
      Holdings to be included in the Proxy Statement (the “Termination
      Date”);
      provided,
      however,
      (i)
      that the right to terminate this Agreement pursuant to this Section
      10.1(b)
      is not
      available to Purchaser if Purchaser’s breach of any provision of this Agreement
      results in or causes the failure of the transactions contemplated by this
      Agreement to be consummated by such time, and (ii) that the right to terminate
      this Agreement pursuant to this Section
      10.1(b)
      is not
      available to Holdings if Holdings’, any Member’s and/or the Company’s breach of
      any provision of this Agreement results in or causes the failure of the
      transactions contemplated by this Agreement to be consummated by such
      time;

     

    (c)      by
      Purchaser or Holdings, upon written notice to the other party, if a Governmental
      Authority of competent jurisdiction has issued an Order or any other action
      permanently enjoining or otherwise prohibiting the consummation of the
      transactions contemplated by this Agreement, and such Order has become final
      and
      non-appealable;

     

    
      
        
        

      

      
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    (d)      by
      Holdings, if Purchaser (i) has breached or failed to perform any of its
      covenants or other agreements contained in this Agreement to be complied with
      by
      it or (ii) there exists a breach of any representation or warranty of Purchaser
      contained in this Agreement, which in the case of both (i) and (ii) above,
      has
      prevented or is reasonably likely to prevent the satisfaction of any condition
      to the obligations of the Members at the Closing and such breach or failure
      to
      perform is not cured within ten (10) days after receipt of written notice
      thereof or is incapable of being cured on or prior to the Termination
      Date;

     

    (e)      by
      Purchaser, (w) if Holdings, the Company or any Member (i) has breached or failed
      to perform any of their covenants or other agreements contained in this
      Agreement to be complied with by them or (ii) there exists a breach of any
      representation or warranty of Holdings, the Company or the Members contained
      in
      this Agreement, which in the case of both (i) and (ii) above, has prevented
      or
      is reasonably likely to prevent the satisfaction of any condition to the
      obligations of the Purchaser at the Closing and such breach or failure to
      perform is not cured within ten (10) days after receipt of written notice
      thereof or is incapable of being cured on or prior to the Termination Date,
      (x)
      in the event a Material Adverse Effect with respect to the Company and Holdings
      shall have occurred since the date of this Agreement, (y) if the testing
      required pursuant to the final “Investigation Work Plan” (as defined in, and as
      adopted pursuant to Section 4 of, the Compliance Agreement) shall not have
      been
      completed in accordance with the Compliance Agreement prior to September 1,
      2008, or (z) if Rental EBITDA for any of the fiscal years ended December 31,
      2005, 2006 or 2007, based on the GAAP audited consolidated financial statements
      of Holdings for such fiscal years to be included in the Proxy Statement, is
      less
      than ninety-five (95%) percent of Reported Rental EBITDA for the applicable
      fiscal year;

     

    (f)      by
      either
      the Purchaser or Holdings if, at the Special Meeting (including any adjournments
      thereof), this Agreement and the transactions contemplated thereby shall fail
      to
      be approved and adopted by the affirmative vote of the holders of Purchaser
      Stock required under the Purchaser’s certificate of incorporation, or the
      holders constituting, in aggregate, 20% or more of the number of shares of
      Purchaser Stock issued in the Purchaser’s initial public offering and
      outstanding as of the date of the record date of the Special Meeting exercise
      their rights to convert the shares of Purchaser Stock held by them into cash
      in
      accordance with the Purchaser’s certificate of incorporation; 

     

    (g)      by
      the
      Purchaser, upon written notice to Holdings, if at any time the Purchaser
      reasonably believes that any condition to the obligations of the Purchaser
      set
      forth in Article
      VIII
      will not
      be satisfied, other than for the reasons set forth in Section
      10.1(e)
      above;
      or

     

    (h)      by
      Holdings, upon written notice to Purchaser, at any time following receipt by
      Holdings of a notice contemplated by Section
      7.19(i);
      or

     

    (i)      by
      Holdings if, other than as a result of the occurrence of a Material Adverse
      Effect with respect to the Company and Holdings, (i) the Board of Directors
      of
      the Purchaser fails to include a recommendation that the Purchaser stockholders
      approve the transactions contemplated by this Agreement in the Proxy Statement
      or (ii) the Board of Directors of the Purchaser withdraws or modifies, in any
      manner materially adverse to the Company, Holdings or the Members, the
      Purchaser’s Board of Directors recommendation that the Purchaser stockholders
      approve the transactions contemplated by this Agreement.

     

    Section
      10.2    Termination Fee.
      If,
      subsequent to a termination of this Agreement by Purchaser pursuant to
Section
      10.1(g)
      or by
      Holdings pursuant to Section
      10.1(d),
      Section
      10.1(h)
      or
Section
      10.1(i),
      the
      Purchaser or any Affiliate thereof consummates a “Business Combination” (as
      defined in the Purchaser’s certificate of incorporation), the Purchaser shall
      pay to the Company a termination fee in the amount of $4,000,000 (the
“Termination
      Fee”)
      in full
      satisfaction of any and all claims which the Company, Holdings and any Member
      may have against the Purchaser or its respective officers, directors,
      shareholders or Affiliates as a result of or arising out of the termination
      of
      this Agreement.

     

    
      
        
        

      

      
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    Section
      10.3    Effect
      of Termination.
      In the
      event of termination of this Agreement pursuant to Section
      10.1,
      this
      Agreement will become void and have no effect, without any liability or
      obligation on the part of any of the parties hereto, other than the provisions
      of Sections
      7.3(b)
      and
7.3(c),
      Section
      10.2
      and
10.3
      and
Article
      XIII
      will
      survive any termination of this Agreement; provided,
      however,
      that
      nothing herein will relieve any party from any liability for any breach by
      such
      party of its covenants or agreements set forth in this Agreement.

     

    ARTICLE
      XI


     

    INDEMNIFICATION

     

    Section
      11.1    Survival.
      The
      representations, warranties, covenants and agreements contained in this
      Agreement will survive the Closing Date, provided that the representations
      and
      warranties will survive only until the later of (a) the date which is thirty
      (30) days following completion of the Purchaser’s consolidated audited financial
      statements for the fiscal year in which the Closing Date occurs (provided,
      that
      such date shall not occur later than six (6) months following the end of such
      fiscal year), and (b) the one year anniversary of the Closing Date (the
“Survival
      Period”),
      at
      which
      point such representations and warranties and any claim for reimbursement out
      of
      the Escrow Fund will terminate, except for any then-pending Claims made
by
      such
      termination date in accordance with Section
      11.7.

     

    Section
      11.2    Indemnification
      by the Purchaser and the Company.

     

    (a)      Subject
      to Sections
      11.1,
      11.5, 11.6
      and
11.7 of
      this
      Agreement, from and after the Closing, the Purchaser and the Company, jointly
      and severally, will indemnify and hold harmless the Members and their respective
      successors and permitted assigns, and their officers, employees, directors,
      managers, members, partners, heirs and personal representatives (collectively,
      the “Seller
      Indemnitees”)
      from
      and against, and will pay to the Seller Indemnitees the amount of, any and
      all
      Losses incurred by any of the Seller Indemnitees based upon (i) any breach
      of or
      inaccuracy in the representations and warranties of the Purchaser contained
      in
      this Agreement or any agreements or documents executed and delivered by the
      Purchaser in connection herewith, and (ii) any breach of the covenants or
      agreements of the Purchaser contained in this Agreement or any agreements or
      documents executed and delivered by the Purchaser.

     

    (b)      Except
      as
      otherwise provided herein, any indemnification of the Seller Indemnitees
      pursuant to this Section
      11.2 shall
      be
      effected by wire transfer of immediately available funds from Purchaser or
      the
      Company to an account(s) designated by the applicable Seller Indemnitee, within
      ten (10) days after the final determination thereof.

     

    
      
        
        

      

      
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    Section
      11.3    Reimbursement
      from the Escrow Funds and Indemnification by the
      Members.

     

    (a)      Subject
      to Sections
      11.1,
      11.4,
      11.5,
      11.6 and 11.7 of
      this
      Agreement, from and after the Closing, the Purchaser and the Company and their
      respective successors and permitted assigns, and the officers, employees,
      directors, managers, members, partners and shareholders (collectively, the
      “Purchaser
      Indemnitees”)
      shall
      be entitled to indemnification and reimbursement from the Escrow Fund for the
      amount of any and all Losses incurred by any of the Purchaser Indemnitees based
      upon (i) any breach of or inaccuracy in the representations and warranties
      of
      the Members, the Company or Holdings contained in this Agreement or any
      agreements or documents executed and delivered by the Members, the Company
      or
      Holdings in connection herewith, (ii) any breach of the covenants or agreements
      of the Members contained in this Agreement or any agreements or documents
      executed and delivered by the Members, the Company or Holdings in connection
      herewith (other than for breaches of the covenants and agreements set forth
      in
Section
      7.14
      and for
      the covenants and agreements contained in the Employment Agreements), (iii)
      any
      Indebtedness of the Company or Holdings in existence immediately prior to the
      Closing (other than Funded Indebtedness in the amount(s) specified in the payoff
      instruction letter delivered to the Purchaser in accordance with Section
      2.2(c),
      (iv)
      any Pre-Closing Taxes of Holdings or the Company notwithstanding any Tax-related
      disclosures appearing on the Seller Disclosure Schedules, (v) any Losses
      incurred by the Company or the Purchaser after the Closing in connection with
      the completion of the final “Remediation Work Plan” (as defined in, and as
      adopted pursuant to Section 5 of, the Compliance Agreement) to the extent in
      excess of the amount of any funds placed into escrow pursuant to Section 6
      of
      the Compliance Agreement and (iv) any payments to any Person which would have
      the effect of reducing the amount of the Company’s liability set forth in the
      line item entitled “Accounts Payable Other - State Tax Refund” as set forth on
      the Closing Balance Sheet. 

     

    (b)      Subject
      to Sections
      11.1,
      11.4,
      11.5,
      11.6 and 11.7 of
      this
      Agreement, the breaching Member shall (based on such Member’s Pro Rata Portion
      as set forth on Schedule
      A)
      indemnify and hold harmless the Purchaser Indemnitees from and against any
      and
      all Losses incurred by any of the Purchaser Indemnitees based on any breach
      of
the
      covenants and agreements set forth in Section
      7.14.
      With
      regard to indemnification pursuant to this Section
      11.3(b),
      the
      Purchaser Indemnitees shall seek indemnification solely from the breaching
      Member. In no case will any Member be liable under this Section
      11.3(b)
      for any
      Losses in excess of the proceeds received by such Member pursuant to this
      Agreement.

     

    (c)      Except
      as
      otherwise provided herein, any indemnification and reimbursement of the
      Purchaser Indemnitees pursuant to Sections
      11.3(a)
      or
(b)
      shall be
      effected by wire transfer of immediately available funds from the Escrow Agent
      or the Members, as applicable, to an account(s) designated by the applicable
      Purchaser Indemnitee, within ten (10) days after the final determination
      thereof, pursuant to the Escrow Agreement.

     

    Section
      11.4   Dollar
      Limits.
      Notwithstanding anything to the contrary contained in this Article
      XI
      or
      elsewhere in this Agreement, the Purchaser Indemnitees shall not have a right
      to
      indemnification and reimbursement under clause (i) of Section
      11.3(a)
      (other
      than with respect to the Fundamental Representations) unless and until the
      aggregate amount of all such Losses sustained by the Indemnitees exceeds
      $1,000,000, in which case, the Purchaser Indemnities shall be entitled to
      indemnification and reimbursement solely from the Escrow Funds for the amount
      of
      all Losses in excess of $500,000 (including Losses aggregated in reaching such
      $1,000,000 threshold); provided that the total amount of such right to
      indemnification and reimbursement will not exceed the Escrow
      Amount.

     

    Section
      11.5    Exclusive
      Remedy.
      Other
      than for Losses arising as a result of fraud, and other than as set forth in
      the
      Compliance Agreement, the parties agree that, from and after the Closing Date,
      the exclusive remedies of the parties for any Losses based upon, arising out
      of
      or otherwise in respect of the matters set forth in this Agreement are the
      indemnification and reimbursement obligations of the parties set forth in this
      Agreement.

     

    
      
        
        

      

      
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    Section
      11.6    Limitations
      on Indemnification.
      Notwithstanding anything in this Agreement to the contrary:

     

    (a)      No
      Indemnitee shall be entitled to reimbursement and indemnification pursuant
      to
Sections
      11.2
      or
11.3
      on
      account of any Losses to the extent (i) any such Losses are covered by any
      insurance or other third party proceeds and (ii) such Indemnitee actually
      receives such proceeds; provided that an Indemnitee shall make commercially
      reasonable efforts to seek recovery under any insurance policy. Notwithstanding
      anything herein to the contrary, an Indemnitee may pursue recovery hereunder
      prior to the resolution of any such insurance claim, and the Indemnifying Party
      shall pay to the Indemnitee such amounts as it would otherwise be obligated
      to
      pay to such Indemnified Party without regard to this Section
      11.6(a)
      and
      prior to such time as such Indemnitee has determined whether such Losses are
      covered (or not covered) by insurance held by such Indemnitee. In the event
      the
      Indemnitee receives any amounts paid by such insurance in connection with Losses
      for which such Indemnitee received reimbursement and indemnification from any
      Indemnifying Party, the Indemnitee shall pay such amounts (up to the amount
      of
      Losses for which reimbursement and indemnification was actually made) to such
      Indemnifying Party.

     

    (b)      Notwithstanding
      anything to the contrary contained in this Agreement, there shall be no right
      to
      reimbursement and indemnification to the extent (and only to the extent) the
      expense, loss or liability comprising the Loss (or a part thereof) with respect
      to such matter has been taken into account in the final determination of the
      Working Capital and/or the Working Capital Adjustment.

     

    Section
      11.7    Procedures.

     

    (a)      Notice
      of Losses by an Indemnitee.
      Subject
      to Section
      12.5
      with
      respect to Tax Matters, as soon as reasonably practicable after an Indemnitee
      has Knowledge of any claim that it has under this Article
      XI
      that may
      result in a Loss (a “Claim”),
      the
      Indemnitee shall give written notice thereof (a “Claims
      Notice”)
      to the
      Indemnifying Party. The parties hereby agree that any notice required to be
      provided to the Members shall be sent to the Seller Representative pursuant
      to
Section
      13.7
      hereof.
      A Claims Notice must describe the Claim in reasonable detail, and indicate
      the
      amount (estimated, as necessary and to the extent feasible) of the Loss that
      has
      been or may be suffered by the Indemnitee; provided if the Indemnifying Party
      is
      not satisfied with the detail contained in any Claims Notice it shall request
      in
      writing additional detail from the Indemnitee. No delay in or failure to give
      a
      Claims Notice by the Indemnitee to the Indemnifying Party pursuant to this
      Section
      11.7(a)
      will
      adversely affect any of the other rights or remedies that the Indemnitee has
      under this Agreement, or alter or relieve the Indemnifying Party of its
      obligations under this Agreement except to the extent (and then only to the
      extent that) that the failure to give notice causes the Indemnifying Party
      to
      suffer Losses for which it is obligated to be materially greater than such
      Losses would have been had the Indemnitee given the Indemnifying Party prompt
      notice hereunder. The Indemnifying Party shall respond to the Indemnitee (a
      “Claim
      Response”)
      within
      ten (10) Business Days (the “Response
      Period”)
      after
      the date that the Claims Notice is received by the Indemnifying Party. Any
      Claim
      Response must specify whether or not the Indemnifying Party disputes the Claim
      described in the Claims Notice. If the Indemnifying Party fails to give a Claim
      Response within the Response Period, the Indemnifying Party will be deemed
      not
      to dispute the Claim described in the related Claims Notice. If the Indemnifying
      Party elects not to dispute a Claim described in a Claims Notice, whether by
      failing to give a timely Claim Response or otherwise, then the amount of Losses
      alleged in such Claims Notice will be conclusively deemed to be an obligation
      of
      the Indemnifying Party. If the Indemnifying Party delivers a Claim Response
      within the Response Period indicating that it disputes one or more of the
      matters identified in the Claims Notice, the Indemnifying Party and the
      Indemnitee shall promptly meet and use their reasonable efforts to settle the
      dispute. If the Indemnifying Party and the Indemnitee are unable to reach
      agreement within thirty (30) days after the conclusion of the Response Period,
      then the dispute shall be submitted by either party to arbitration in accordance
      with Section
      11.9.

     

    
      
        
        

      

      
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    (b)      Opportunity
      to Defend Third Party Claims.
      Except
      as set forth in Section
      12.5
      with
      respect to Tax Matters, in the event that any claim by a third party against
      an
      Indemnitee for which indemnification and reimbursement, as applicable, is sought
      by an Indemnitee, the Indemnifying Party has the right, exercisable by written
      notice to the Indemnitee, within ten (10) Business Days of receipt of a Claims
      Notice from the Indemnitee to assume and conduct the defense of such claim
      with
      counsel selected by the Indemnifying Party. If the Indemnifying Party has
      assumed such defense as provided in this Section
      11.7(b),
      the
      Indemnifying Party will not be liable for any legal expenses subsequently
      incurred by any Indemnitee in connection with the defense of such Claim. If
      the
      Indemnifying Party does not assume the defense of any third party claim in
      accordance with this Section
      11.7(b)
      and to
      the extent that such Claim is subject to indemnification and reimbursement
      under
      this Agreement, the Indemnitee may continue to defend such claim at the sole
      cost of the Indemnifying Party (subject to the limitations set forth in this
      Article
      XI)
      and the
      Indemnifying Party may still participate in, but not control, the defense of
      such third party claim at the Indemnifying Party’s sole cost and expense.
      Notwithstanding the foregoing, regardless of which party controls the defense
      of
      a claim, such party shall have an obligation to keep the other party informed
      as
      to the progress and status of such claim and to provide such other party with
      such information about the claim as it shall reasonably request.

     

    (c)      Settlement.
      Prior
      to
      agreeing to any settlement of,
      or the
      entry of any judgment arising from, any Claim, the party controlling the defense
      of such Claim shall give the other party at least ten (10) days to consent
      to
      such settlement or entry of judgment and shall provide the other party with
      all
      information as such other party shall reasonably request in order to evaluate
      the settlement or entry of judgment. The party controlling the defense shall
      not
agree
      to any settlement of,
      or
      the entry of any judgment arising from, any Claim unless it receives the consent
      of the other party, which consent may not be unreasonably withheld or delayed,
      unless (i) the sole relief provided is monetary damages to be paid by the party
      controlling the defense, and (ii) such settlement includes an unconditional
      release in favor of the Indemnitee by the third-party claimant from all
      liability with respect to such claim (other than liability for payment of any
      amounts in connection with such settlement).

     

    (d)      Notwithstanding
      the foregoing, this Section
      11.7
      shall
      not apply to claims pursuant to Section
      11.3(a)(v)
      hereof,
      which shall be governed exclusively by the terms of the Compliance
      Agreement.

     

    Section
      11.8    Adjustments
      to the Total Purchase Price.
      Any
      payments or indemnification and reimbursement made pursuant to this Article
      XI
      shall be
      treated by the parties hereto as an adjustment to the Total Purchase Price,
      unless otherwise required by Law.

     

    Section
      11.9    Dispute
      Resolution.
      Should
      the Purchaser and the Members be unable to resolve any dispute under this
Article
      XI,
      such
      dispute shall be decided by arbitration in accordance with the Commercial
      Arbitration Rules of the American Arbitration Association then pertaining.
      The
      award(s) rendered by the arbitrators in accordance with this provision shall
      be
      final and judgment may be entered upon it in accordance with applicable law
      in
      any court having jurisdiction thereof. All arbitration proceedings or hearings
      shall utilize New York law and shall be conducted in New York, New York. The
      Members may join any other party in the arbitration proceedings that the Members
      determine is necessary to reach a complete adjudication of any disputes arising
      under this Article
      XI.
      The
      failure of either Purchaser or the Members to comply with the provisions of
      the
      foregoing shall be in contravention of the parties’ express intention to
      implement this alternative means of dispute resolution, shall constitute a
      breach of these provisions, and the Purchaser and the Members expressly
      stipulate that any court having jurisdiction over the parties shall be empowered
      to immediately enjoin any proceeding commenced in contravention of this
Section
      11.9
      and the
      party failing to comply with these provisions shall reimburse the other parties
      for all costs and expenses (including legal fees) incurred in enforcing these
      provisions. Notwithstanding the foregoing, this Section
      11.9
      shall
      not apply to claims pursuant to Section
      11.3(a)(v)
      hereof,
      which shall be governed exclusively by the terms of the Compliance
      Agreement.

     

    
      
        
        

      

      
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    ARTICLE
      XII

     

    TAX
      MATTERS

     

    Section
      12.1   Cooperation
      on Tax Matters.
      The
      Purchaser and the Seller Representative shall cooperate fully as and to the
      extent reasonably requested by any of the other above-named parties, in
      connection with the filing of Tax Returns pursuant to this Article
      XII
      and any
      audit, litigation or other proceeding with respect to any Taxes. Such
      cooperation shall include the retention and (upon request of any of the
      above-named parties) the provision of records and information which are
      reasonably relevant to any Tax, Tax Return, audit, litigation or other
      proceeding and making employees available on a mutually convenient basis to
      provide additional information and explanation of any material provided
      hereunder. The Purchaser agrees to cause Holdings and the Company to retain
      all
      books and records with respect to Tax matters pertinent to Holdings or the
      Company relating to any taxable period beginning before the Closing Date until
      the expiration of the statute of limitations (including any extensions thereof)
      of the respective taxable periods, and to abide by all record retention
      agreements entered into with Taxing Authority and to give the Seller
      Representative reasonable written notice prior to transferring, destroying
      or
      discarding such books and records, and, if the Seller Representative so
      requests, the Company or Holdings, as the case may be, shall allow the Seller
      Representative to take possession of such books and records.

     

    Section
      12.2   Pre-Closing
      Period Tax Returns.
      The
      Purchaser shall prepare, or cause to be prepared, all Pre-Closing Period Tax
      Returns of Holdings and the Company which are filed after the Closing Date,
      which Tax Returns shall be prepared in accordance with the past practices and
      customs of Holdings and the Company, respectively, unless otherwise required
      by
      applicable Law. At least thirty (30) days prior to the due date for the filing
      of such Tax Returns, the Purchaser shall deliver the Pre-Closing Tax Returns
      to
      the Seller Representative for review and comment. The Seller Representative
      shall provide comments to such Pre-Closing Tax Return within fifteen (15) days
      of its receipt of such Pre-Closing Tax Returns. The Purchaser shall make, or
      cause to be made, all reasonable changes requested by the Seller Representative
      that are consistent with the past practices and customs of Holdings or the
      Company, as the case may be, to the extent allowable under applicable
      Law.

     

    Section
      12.3    Straddle
      Period Tax Returns.
      The
      Purchaser shall prepare, or cause to be prepared, all Straddle Period Tax
      Returns of Holdings and the Company; provided, however, that all such Straddle
      Period Tax Returns shall be prepared by treating items on such Straddle Period
      Tax Returns in a manner consistent with the past practices and customs of
      Holdings and the Company, respectively, with respect to such items unless
      otherwise required by applicable Law. At least thirty (30) days prior to the
      due
      date of such Straddle Period Tax Returns, the Purchaser shall deliver such
      Straddle Period Tax Returns to the Seller Representative for review and comment.
      The Seller Representative shall provide comments to such Straddle Period Tax
      Returns within fifteen (15) days of its receipt of such Straddle Period Tax
      Returns. The Purchaser shall make, or cause to be made, all reasonable changes
      requested by the Seller Representative that are consistent with the past
      practices and customs of Holdings or the Company, as the case may be, to the
      extent allowable by applicable Law.

     

    Section
      12.4    Intentionally
      Omitted.
      

     

    Section
      12.5   Tax
      Controversies.
      The
      Purchaser shall promptly notify the Seller Representative of any inquiries,
      claims, assessments, audits or similar events with respect to Taxes relating
      to
      a Pre-Closing Period or a Straddle Period for which the Purchaser Indemnitees
      may be entitled to a right of indemnification and reimbursement from the Escrow
      Fund pursuant to Section
      11.3
      (such
      inquiry, claim, assessment, audit or similar event, a “Tax
      Matter”).
      The
      Seller Representative, at its sole expense, shall have the authority to
      represent the interests of Holdings or the Company, as the case may be, and
      shall have control of the defense, compromise or other resolution of any Tax
      Matter with respect to a Pre-Closing Period of Holdings or the Company;
      provided, however, that the Purchaser shall be entitled to participate in any
      such Tax Matter at its own expense and the Seller Representative shall obtain
      the prior written consent of the Purchaser prior to settling any such Tax Matter
      but only to the extent such settlement may affect Holdings or the Company in
      any
      taxable period that ends after the Closing Date, which consent shall not be
      unreasonably withheld, conditioned or delayed. The Seller Representative shall
      keep the Purchaser fully and timely informed with respect to the commencement,
      status and nature of such Tax Matter. With respect to Tax Matters involving
      a
      Straddle Period for which the Purchaser Indemnitees may be entitled to a right
      of indemnification and reimbursement from the Escrow Fund pursuant to
Section
      11.3,
      the
      Seller Representative and the Purchaser shall jointly control the defense of
      such Tax Matter and neither may settle any such Tax Matter without obtaining
      the
      prior written consent of the other party, which consent shall not be
      unreasonably withheld, delayed or conditioned.

     

    
      
        
        

      

      
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    Section
      12.6   Amendments
      to Tax Returns.
      None of
      Holdings, the Purchaser or the Company shall amend, refile, or otherwise modify
      any Tax Return for a Pre-Closing Period, or waive or extend any limitation
      period with respect to such Tax Returns without the prior written consent of
      the
      Seller Representative, which consent shall not be unreasonably withheld, delayed
      or denied. None of Holdings, the Purchaser or the Company shall amend, refile,
      or otherwise modify any Tax Return for a Straddle Period (but only to the extent
      that such modifications relate to the amounts allocable to the portion of the
      Straddle Period ending on the Closing Date), or waive or extend any limitation
      period with respect to such Straddle Period Tax Returns unless required by
      applicable Law or to prevent an assessment of Tax or with the prior written
      consent of the Seller Representative, which consent shall not be unreasonably
      withheld, delayed, or denied.

     

    Section
      12.7   Tax
      Refunds.
      Any Tax
      refunds that are received by Holdings, the Purchaser or the Company, and any
      amounts credited against any Tax to which Holdings, the Purchaser or the Company
      becomes entitled, of Taxes that relate to Tax periods or portions thereof ending
      on or before the Closing Date shall be for the account of the Members and the
      Purchaser shall pay over to the Seller Representative any such refund or the
      amount of such credit within fifteen (15) days after receipt or entitlement
      thereto.

     

    Section
      12.8   No
      Code Section 338 Election.
      The
      Purchaser shall not make, or cause to be made, any election under Section 338
      of
      the Code with respect to the transactions contemplated by this
      Agreement.

     

    Section
      12.9   Taxation
      of Holdings After the Closing.
      The
      parties agree to elect to treat Holdings as a corporation for federal, state
      and
      local Tax purposes, effective as of the day after the Closing Date. The parties
      agree to cooperate on all actions necessary to effectuate such election
      (including, but not limited to, filing a “check-the-box” election on Form 8832
      or any successor thereto).

     

    ARTICLE
      XIII

     

    MISCELLANEOUS
      AND GENERAL

     

    Section
      13.1    Seller
      Representative.
      

     

    (a)      Appointment.
      The
      Seller Representative is hereby constituted and appointed as the true and lawful
      agent, proxy and attorney in fact for and on behalf of the Members for all
      purposes of this Agreement and the transactions described herein. Without
      limiting the generality of the foregoing, the Seller Representative has full
      power and authority, on behalf of each Member and his or its successors and
      assigns, to (i) interpret the terms and provisions of this Agreement; (ii)
      execute and deliver all agreements, certificates, statements, notices,
      approvals, extensions, waivers, undertakings amendments and other documents
      required or permitted to be given in connection with the consummation of the
      transactions contemplated by this Agreement; (iii) receive service of process
      in
      connection with any claims under this Agreement; (iv) agree to, negotiate,
      enter
      into settlements and compromises of, and demand arbitration and comply with
      orders of courts and awards of arbitrators with respect to such claims, and
      to
      take all actions necessary or appropriate in the sole judgment of the Seller
      Representative for the accomplishment of the foregoing, including, without
      limitation, taking all such actions as may be necessary under Article
      XI
      hereof,
      (v) give and receive notices and communications; (vi) receive all or any portion
      of the Total Purchase Price or any other amounts due to the Members hereunder;
      and (vii) take all actions necessary or appropriate in the sole judgment of
      the
      Seller Representative on behalf of the Members in connection with this
      Agreement.

     

    
      
        
        

      

      
        -50-

        
          

        

      

      
        
        

      

    

     

    (b)      Successors.
      The
      Seller Representative may be changed by the holders of a majority of the Members
      based on their Pro Rate Share from time to time upon not less than ten (10)
      days’ prior written notice to the Purchaser. The Seller Representative, or any
      successor hereafter appointed, may resign at any time by written notice to
      the
      Purchaser and the Members. A successor Seller Representative will be named
      by a
      majority of the Members based on their Pro Rata Share. All power, authority,
      rights and privileges conferred herein to the Seller Representative will apply
      to any successor Seller Representative.

     

    (c)      Liability.
      The
      Seller Representative will not be liable to any Members for any act done or
      omitted under this Agreement as the Seller Representative while acting in good
      faith, and any act taken or omitted to be taken pursuant to the advice of
      counsel will be conclusive evidence of such faith.

     

    (d)      Reliance.
      From
      and after the Closing Date, the Purchaser is entitled to deal exclusively with
      the Seller Representative on all matters relating to this Agreement and agrees
      to deal with the Seller Representative on an exclusive basis. A decision, act,
      consent or instruction of the Seller Representative constitutes a decision
      of
      the Members. Such decision, act, consent or instruction is final, binding and
      conclusive upon each Member. The Purchaser may rely conclusively upon any
      decision, act, inaction, consent or instruction of the Seller Representative.
      Notices or communications to or from the Seller Representative will constitute
      notice to or from each of the Members.

     

    (e)      Payment.
      Each
      Member agrees that upon payment by or on behalf of the Purchaser to or at the
      direction of the Seller Representative of any amount pursuant to the terms
      of
      this Agreement, such payment shall be deemed to have been paid directly to
      the
      Members and the Purchaser shall have no further obligation to the Members (and
      the Members shall not have any claim against the Purchaser or any of its
      Affiliates) with respect to such payment.

     

    Section
      13.2   Expenses.
      Whether
      or not the transactions contemplated by this Agreement are consummated, all
      costs and expenses (including all legal, accounting, broker, finder or
      investment banker fees) incurred in connection with this Agreement and the
      transactions contemplated hereby are to be paid by the party incurring such
      expenses except as expressly provided herein; provided,
      however,
      if the
      Closing occurs, all Transaction Expenses shall be paid in accordance with
Section
      2.2(c),
      and
provided,
      further,
      however,
      that
      upon the earlier of (i) the Closing or (ii) the termination of this Agreement,
      Purchaser shall reimburse the Sellers for up to $25,000 of legal fees and
      expenses incurred by the Sellers’ counsel in connection with the review and
      execution of the New Credit Agreement and the documents ancillary
      thereto.

     

    Section
      13.3   Certain
      Taxes and Fees.
      All
      transfer, documentary, sales, use, stamp, registration and other such Taxes
      and
      all conveyance fees, recording charges and other fees and charges (including
      any
      penalties and interest) (collectively, the “Transfer
      Taxes”)
      incurred in connection with the consummation of the transaction contemplated
      by
      this Agreement shall be paid by the Purchaser.

     

    
      
        
        

      

      
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    Section
      13.4   Successors
      and Assigns.
      This
      Agreement is binding upon and inures to the benefit of the parties hereto and
      their respective heirs or successors, as the case may be, and assigns, but
      is
      not assignable by any party without the prior written consent of the other
      parties.

     

    Section
      13.5   Third
      Party Beneficiaries.
      Each
      party hereto intends that this Agreement does not benefit or create any right
      or
      cause of action in or on behalf of any Person other than the parties
      hereto.

     

    Section
      13.6   Further
      Assurances.
      The
      parties shall execute such further instruments and take such further actions
      as
      may reasonably be necessary to carry out the intent of this Agreement. Each
      party hereto shall cooperate affirmatively with the other parties, to the extent
      reasonably requested by such other parties, to enforce rights and obligations
      herein provided.

     

    Section
      13.7   Notices.
      All
      notices, requests, demands and other communications to be given under this
      Agreement must be in writing and will be deemed duly given, unless otherwise
      expressly indicated to the contrary in this Agreement, (i) when personally
      delivered, (ii) upon delivery of a telephonic facsimile transmission (with
      confirmation of such delivery), or (iii) one (1) Business Day after having
      been
      dispatched by a nationally recognized overnight courier service, addressed
      to
      the parties or their permitted assigns at the following addresses (or at such
      other address or number as is given in writing by any party to the others)
      as
      follows:

     

    
      	
              If
                to the Purchaser:

            	
              Hyde
                Park Acquisition Corp.

              461
                Fifth Avenue, 25 Floor

              New
                York, NY 10017 

              Attn:
                Laurence S. Levy and Edward Levy 

              Fax:
                (212) 644-6262

            
	 	 
	
              with
                a copy to:

            	
              Katten
                Muchin Rosenman LLP

              575
                Madison Avenue

              New
                York, NY 10022

              Attention:
                Todd J. Emmerman

              Fax:
                (212) 940-8776

            
	 	 
	
              If
                to the Seller Representative:

            	
              KCP
                Services LLC

              3201
                Enterprise Parkway, Suite 200

              Beachwood,
                OH 44122

              Attention:
                Michael DeGrandis

              Fax:
                (216) 593-0240

            
	 	 
	
              with
                a copy to:

            	
              Jones
                Day

              North
                Point

              901
                Lakeside Avenue

              Cleveland,
                Ohio 44114

              Attention:
                Charles W. Hardin, Jr.

              Fax:
                (216) 579-0212

            


    

     

    
      
        
        

      

      
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    Section
      13.8    Complete
      Agreement.
      This
      Agreement and the Schedule and Exhibits hereto and the other documents delivered
      by the parties in connection herewith, together with the Confidentiality
      Agreement, contain the complete agreement between the parties hereto with
      respect to the transactions contemplated hereby and thereby and supersede all
      prior agreements and understandings between the parties hereto with respect
      thereto.

     

    Section
      13.9   Captions.
      The
      captions contained in this Agreement are for convenience of reference only
      and
      do not form a part of this Agreement.

     

    Section
      13.10  Amendment.
      This
      Agreement may be amended or modified only by an instrument in writing duly
      executed by the Seller Representative and the Purchaser; provided, however,
      that
      no amendment may be made that is prohibited by any Law.

     

    Section
      13.11  Waiver.
      At any
      time prior to the Closing Date, the Seller Representative and the Purchaser
      may
      (a) extend the time for the performance of any of the obligations or other
      acts
      of the parties hereto, (b) waive any inaccuracies in the representations and
      warranties contained herein or in any document delivered pursuant hereto, or
      (c)
      waive compliance with any of the agreements or conditions contained herein,
      to
      the extent permitted by applicable Law. Any agreement to any such extension
      or
      waiver will be valid only if set forth in a writing signed by the Seller
      Representative and the Purchaser.

     

    Section
      13.12  Governing
      Law.
      This
      Agreement is to be governed by, and construed and enforced in accordance with,
      the laws of the State of New York, without regard to its rules of conflict
      of
      laws.

     

    Section
      13.13  Severability.
      Any
      term or provision of this Agreement that is invalid or unenforceable in any
      jurisdiction will, as to that jurisdiction, be ineffective to the extent of
      such
      invalidity or unenforceability without rendering invalid or unenforceable the
      remaining terms and provisions of this Agreement or affecting the validity
      or
      enforceability of any of the terms or provisions of this Agreement in any other
      jurisdiction. If any provision of this Agreement is so broad as to be
      unenforceable, the provision will be interpreted to be only so broad as is
      enforceable.

     

    Section
      13.14  Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which will be
      deemed an original but all of which will constitute but one
      instrument.

     

    Section
      13.15  Officers
      and Directors Indemnification; Insurance.

     

    (a)      For
      six
      years after the Closing Date, the Purchaser shall cause Holdings and the Company
      (and any of their respective successors) to indemnify and hold harmless, and
      provide advancement of expenses to, all past and present directors, officers
      and
      employees of Holdings and the Company to the same extent such persons are
      indemnified or have the right to advancement of expenses as of the Closing
      Date
      by Holdings or the Company pursuant to Holdings’ or the Company’s, as the case
      may be, operating agreement, articles of organization or bylaws (or equivalent
      organizational documents), for acts or omissions occurring at or prior to the
      Closing Date. The foregoing obligation shall not apply to any claim or liability
      for which Holdings or the Company would be prohibited from indemnifying and
      holding harmless such director, officer or employee against under applicable
      law. For six years after the Closing Date, the Purchaser shall cause Holdings
      and the Company (and any of their successors) not to amend, restate or otherwise
      modify any of their respective operating agreements, articles of organization
      or
      bylaws (or equivalent organizational documents) in any manner that would
      adversely impact or otherwise limit, in any material respect, the rights of
      the
      directors, officers and employees of Holdings or the Company as described in
      this Section
      13.15.

     

    
      
        
        

      

      
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    (b)      For
      six
      years after the Closing Date, Purchaser shall maintain in effect directors’ and
      officers’ liability insurance, employment practices liability insurance and
      fiduciary liability insurance covering acts or omissions occurring on or prior
      to the Closing Date with respect to those Persons who are currently covered
      by
      Holdings’ or the Company’s comparable insurance policies on terms with respect
      to such coverage and amount no less favorable to the insured than those of
      such
      current insurance coverages. Prior to the Closing Date, Purchaser shall deliver
      to the Seller Representative reasonable evidence of the continuation as
      aforesaid of such insurance coverages.

     

    (c)      The
      provisions of this Section
      13.15
      are
      intended to be for the benefit of, and will be enforceable by, each indemnified
      party or insured person, his or her heirs and his or her representatives and
      are
      in additional to, and not in substitution for, any other right to
      indemnification or contribution that any such Person may have by contract or
      otherwise.

     

    Section
      13.16 Intentionally
      Omitted.

     

    Section
      13.17 Specific
      Performance.
      The
      parties agree that if any of the provisions of this Agreement were not performed
      by the Members in accordance with their specific terms or were otherwise
      breached by the Members, irreparable damage would occur, no adequate remedy
      at
      Law would exist and damages would be difficult to determine, and that Purchaser
      will be entitled to specific performance of the terms hereof. The parties waive
      any requirement for the posting of a bond in connection with any Action seeking
      specific performance; provided, however, that nothing in this Section
      13.17
      will
      affect the right of any of the parties to seek recovery against any party
      hereto, at Law, in equity or otherwise, with respect to any covenants,
      agreements or obligations to be performed by such party or parties after the
      Closing Date.

     

    Section
      13.18 WAIVER
      OF JURY TRIAL.
      EACH
      PARTY HERETO WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY LITIGATION, PROCEEDING
      OR OTHER LEGAL ACTION IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, OR
      ANY
      AGREEMENT OR TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

     

    [Signatures
      on Following Page]

     

    



    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the Purchaser, the Company, Holdings, the Members and the
      Seller Representative have executed, or have caused their duly authorized
      representatives to execute, this Agreement as of the day and year first above
      written.

     

    
      
        	 	
                HYDE
                  PARK ACQUISITION CORP.

              
	 	 
	 	
                By:                 
                  /s/ Laurence S. Levy

              
	 	
                
                  

                

                Print
                  Name:    Laurence S. Levy

              
	 	
                
                  

                

                Title:              
                  Chief Excutive Officer

              
	 	
                
                  

                

                 

              
	 	
                ESSEX
                  CRANE RENTAL CORP.

              
	 	 
	 	
                By:                 
                  /s/ Ronald L. Schad

              
	 	
                
                  

                

                Print
                  Name:    Ronald L. Schad

              
	 	
                
                  

                

                Title:              
                  CEO / President

              
	 	
                
                  

                

                 

              
	 	
                ESSEX
                  HOLDINGS LLC

              
	 	 
	 	
                By:                 
                  /s/ Ronald L. Schad

              
	 	
                
                  

                

                Print
                  Name:    Ronald L. Schad

              
	 	
                
                  

                

                Title:              
                  CEO / President

              
	 	
                
                  

                

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      

        
          	 	
                  MEMBERS:

                
	 	 
	 	
                  KIRTLAND
                    CAPITAL PARTNERS III L.P.

                
	 	 
	 	
                  By:

                	
                  Kirtland
                    Partners Ltd., its general partner

                
	 	 
	 	 	
                  By:                 
                    /s/ John G. Nestor

                
	 	 	
                  
                    

                  

                  Print
                    Name:    John G. Nestor

                
	 	 	
                  
                    

                  

                  Title:              
                    President

                
	 	 	
                  
                    

                  

                
	 	 
	 	
                  KIRTLAND
                    CAPITAL COMPANY III LLC

                
	 	 
	 	
                  By:

                	
                  Kirtland
                    Partners Ltd., its managing member

                
	 	 
	 	 	
                  By:                 
                    /s/ John G. Nestor

                
	 	 	
                  
                    

                  

                  Print
                    Name:    John G. Nestor

                
	 	 	
                  
                    

                  

                  Title               
                    President

                
	 	 	
                  
                    

                  

                
	 	 
	 	
                  Martin
                    A. Kroll     /s/ Martin A.
                    Kroll                             
                    

                
	 	 
	 	
                  Ronald
                    L. Schad    /s/ Ronald L.
                    Schad                            
                    

                
	 	 
	 	
                  William
                    L. Erwin  /s/ William L.
                    Erwin                         
                     

                
	 	 
	 	
                  William
                    J. O’Rourke /s/ William J.
                    O’Rourke            

                
	 	 
	 	
                  SELLER
                    REPRESENTATIVE:

                
	 	 
	 	
                  KCP
                    SERVICES LLC

                
	 	 
	 	
                  By:

                	
                  Kirtland
                    Capital Corporation, its managing member

                
	 	 
	 	 	
                  By:                
                    /s/ Michael T. DeGrandis

                
	 	 	
                  
                    

                  

                  Print
                    Name:    Michael T. DeGrandis

                
	 	 	
                  
                    

                  

                  Title:              
                    CFO

                
	 	 	
                  
                    

                  

                


        

      

    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    SCHEDULE
      1

    


    As
      stated
      in the Report of Independent Auditors issued by PricewaterhouseCoopers, the
      financial statements of the Company are “prepared in accordance with GAAP except
      for modifications specified below.” The financial report refers to Note #1 of
      the financial statement for these descriptions. Summarized below are the
      differences.

     

    
      	
              1.

            	
              When
                Holdings acquired the Company, Holdings allocated the purchase price
                between tangible assets and goodwill. The total cost of the acquisition
                of
                $169,352,174 was allocated to an opening balance sheet goodwill amount
                of
                $68,259,591 and then the remainder of $101,092,583 was allocated
                among the
                net tangible assets acquired based on their fair values. This resulted
                in
                $94,000,000 being allocated to all of the land, buildings, equipment
                and
                rental equipment acquired. The implications are as
                follows:

            


    

     

    (a)      Under
      GAAP on the date of acquisition there would have been no goodwill related to
      the
      acquisition since the appraised fair value of the assets on the date of
      acquisition was over $240 million and in excess of the total purchase price.
      As
      a result there would be no amortization of goodwill under GAAP because there
      would have been no goodwill.

     

    (b)      The
      property and equipment would have been assigned the entire purchase price
      allocated to goodwill under GAAP.

     

    (c)      The
      property and equipment is depreciated on a much accelerated basis under the
      Internal Revenue Service Regulations by using the modified accelerated cost
      recovery system depreciation method. As an example, a new crawler crane under
      this system is 100% depreciated within 6 years which on a GAAP basis this would
      be significantly longer on these assets that last more than 40 years when
      properly maintained.

     

    
      	
              2.

            	
              The
                original purchase price had no value allocated to the spare parts
                inventory because there was no perpetual inventory system at the
                date of
                acquisition and there were more than 10,000 part numbers located
                in
                several yard warehouses. Since the acquisition, new real-time systems
                have
                been implemented and a physical inventory has been taken. However,
                the
                Company had to continue the policies of its predecessor post acquisition
                because of the lack of systems at that time. Accordingly, the purchase
                of
                spare parts inventory continues to be expensed at the time of purchase
                and
                is not capitalized in the financial statements. The values and quantities
                are however tracked in the real-time ERP subsystem and general
                ledger.

            


    

     

    
      	
              3.

            	
              The
                accounting for interest rate swap’s
                has been done on a cash basis, not in accordance with
                GAAP.

            


    

     

    
      	
              4.

            	
              Accounting
                for income taxes, does not follow GAAP accounting and footnote
                disclosures.

            


    

     

    
      	
              5.

            	
              Accounting
                for Information Systems Equipment and Software as noted in the financial
                statement footnotes “certain
                costs have been expensed under the modified tax basis approach that
                would
                otherwise have been capitalized under generally accepted accounting
                principles in the United States of America as determined by SOP 98-1,
                Accounting for the Costs of Computer Software Developed or Obtained
                for
                Internal Use.”
                These costs have been amortized on a basis of three years straight
                line.

            


    

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    


    Exhibit
      A

     

    Current
      Assets 

     

    Cash:
      Cash
      will
      include cash collected by the Company that is in the banking system but is
      unavailable because of float.

    


    Accounts
      Receivable:
      Accounts Receivable will exclude receivables from the sale of Rental
      Equipment.

    


    Prepaid
      Expenses: Prepaid
      expenses will exclude any prepaid transaction costs incurred related to the
      proposed sale of the Company.

    


    Spare
      Parts Inventory:
      Spare
      Parts Inventory will be excluded from the determination of Working
      Capital.

     

    Current
      Liabilities:

    


    Accounts
      Payable:
      Accounts
      Payable will exclude (i) payables related to the purchase of Rental Equipment
      and (ii) $125,058.29 on account of the line item entitled “Accounts Payable
      Other - State Tax Refund.” Accounts Payable will include (i) outstanding checks
      at the Closing Date and (ii) payables with respect to transaction costs related
      to the proposed sale of the Company but not treated at the Closing as
      Transaction Expenses. 

     

    Interest
      Payable: Accrued
      Interest Payable will be excluded from the determination of Working
      Capital.

    


    Accrued
      Management Fees: Accrued
      Management Fees will be excluded from the determination of Working
      Capital.

    


    Accrued
      Board of Director Fees:
      Accrued
      Board of Director Fees will be excluded from the determination of Working
      Capital.

    


    Other
      Accrued Expenses: Accrued
      bonuses will be included in the determination of Working Capital to the extent
      in excess of the Bonus Amount.

    


    Accrued
      Vacation:
      For the
      avoidance of doubt the vacation accrual in the Closing Working Capital will
      be
      an amount not lower than $185,000.