THE WORKING CAPITAL CALCULATION.
(D)
IN THE EVENT OF A DISPUTE, APOLLO LNG AND
SELLING STOCKHOLDER WILL USE THEIR REASONABLE EFFORTS TO RESOLVE ANY SUCH
OBJECTIONS, AND ANY RESOLUTION BY THEM SHALL BE FINAL AND BINDING ON THEM.
IF
APOLLO LNG AND SELLING STOCKHOLDER DO NOT RESOLVE ANY SUCH DISPUTE WITHIN TEN
BUSINESS DAYS AFTER RECEIPT OF APOLLO LNG'S WRITTEN NOTICE OF DISPUTE, THEN
APOLLO LNG AND SELLING STOCKHOLDER SHALL, WITHIN FIVE BUSINESS DAYS, SUBMIT ANY
SUCH UNRESOLVED DISPUTE TO THE DALLAS, TEXAS OFFICE OF THE NEUTRAL ACCOUNTANT,
WHICH FIRM SHALL, WITHIN 30 DAYS OF SUCH SUBMISSION, RESOLVE SUCH REMAINING
DISPUTE AND SUCH RESOLUTION SHALL BE BINDING AND CONCLUSIVE ON THE PARTIES. THE
FEES AND EXPENSES OF THE NEUTRAL ACCOUNTANT SHALL BE SHARED EQUALLY BY APOLLO
LNG AND SELLING STOCKHOLDER. IF ISSUES IN DISPUTE ARE SUBMITTED TO THE NEUTRAL
ACCOUNTANT FOR RESOLUTION, EACH PARTY WILL FURNISH TO THE NEUTRAL ACCOUNTANT
SUCH WORK PAPERS AND OTHER DOCUMENTS AND INFORMATION RELATING TO THE DISPUTED
ISSUES AS THE NEUTRAL ACCOUNTANT MAY REQUEST AND ARE AVAILABLE TO THAT PARTY,
AND EACH PARTY WILL BE AFFORDED THE OPPORTUNITY TO PRESENT TO THE NEUTRAL
ACCOUNTANT ANY MATERIAL RELATING TO THE DETERMINATION AND TO DISCUSS THE
DETERMINATION WITH THE NEUTRAL ACCOUNTANT.
THE DETERMINATION BY THE NEUTRAL
ACCOUNTANT OF THE WORKING CAPITAL CALCULATION AS SET FORTH IN A NOTICE DELIVERED
BY THE NEUTRAL ACCOUNTANT TO BOTH PARTIES WILL BE FINAL AND BINDING ON THE
PARTIES HERETO.
(E)
ANY CASH PAYMENT ADJUSTMENT SHALL BE PAID
BY APOLLO LNG, ON THE ONE HAND, OR BY SELLING STOCKHOLDER ON THE OTHER HAND, AS
APPLICABLE (TAKING INTO ACCOUNT ANY PAYMENTS MADE PURSUANT TO SECTION 2.2(C), ON
THE FIFTH BUSINESS DAY FOLLOWING FINAL DETERMINATION OF THE WORKING CAPITAL
CALCULATION, BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS.
7
3.
CLOSING
3.1.
CLOSING AND PREPARATION THEREFOR.
THE CLOSING
OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT ("CLOSING") SHALL BE
TRANSACTED ON THE DATE FIVE (5) DAYS AFTER ALL CONDITIONS SET FORTH IN SECTIONS
5.1 AND 5.2 HAVE BEEN SATISFIED OR WAIVED, OR SUCH OTHER DATE AS MAY BE MUTUALLY
AGREED TO BY SELLING STOCKHOLDER AND APOLLO LNG, BUT IN NO EVENT AFTER
DECEMBER 7, 2005 (THE "CLOSING DATE") AND SHALL OCCUR AT THE OFFICES OF SPROUSE
SHRADER SMITH, P.C., AMARILLO, TEXAS OR SUCH OTHER LOCATION AS THE PARTIES MAY
AGREE.
THE PARTIES UNDERSTAND AND AGREE, HOWEVER, THAT THE DATE OF CLOSING
SHALL BE DEEMED TO BE THE EFFECTIVE CLOSING DATE.
3.2.
CLOSING OBLIGATIONS OF APOLLO AND APOLLO LNG.
AT OR BEFORE THE CLOSING, APOLLO AND APOLLO LNG SHALL DELIVER TO SELLING
STOCKHOLDER THE FOLLOWING:
(A)
THE PURCHASE NOTE, EXECUTED BY APOLLO AND
APOLLO LNG;
(B)
THE CASH PAYMENT;
(C)
THE SECURITY DOCUMENTS AND OTHER COLLATERAL
AGREEMENTS, AND DELIVERY OF THE APOLLO LNG STOCK AND HLDM STOCK, WITH
APPROPRIATE STOCK POWERS, AS SECURITY FOR THE PAYMENT OF THE PURCHASE NOTE, AND
ANY OTHER SECURITY DOCUMENTS CONTEMPLATED PURSUANT TO SECTION 2.2;
(D)
CERTIFIED RESOLUTION OF THE BOARDS OF
DIRECTORS OF APOLLO AND APOLLO LNG AUTHORIZING OR RATIFYING