PARENTS, HIS/HER ESTATE AND ANY TRUST
ENTIRELY FOR THE BENEFIT OF HIS/HER SPOUSE AND/OR ISSUE.
(B)
"AGREEMENT" SHALL MEAN THIS STOCK PURCHASE
AGREEMENT, INCLUDING THE SCHEDULES ATTACHED HERETO.
(C)
"BUSINESS DAY" SHALL MEAN ANY DAY DURING
WHICH THE CITIBANK, NA OFFICE AT 53RD AND PARK AVENUE, NEW YORK, NEW YORK IS
OPEN FOR BUSINESS.
(D)
"COLLATERAL AGREEMENTS" MEANS THE
DEVELOPMENT COMPANY LETTER AGREEMENT AND THE GAS SUPPLY MOU.
(E)
"COMMERCIALLY REASONABLE EFFORTS" MEANS
THOSE EFFORTS WHICH A PRUDENT BUSINESS PERSON WOULD EXERT USING SOUND BUSINESS
JUDGMENT IN LIKE CIRCUMSTANCES.
(F)
"CONFIDENTIALITY AGREEMENT" SHALL MEAN
THE CONFIDENTIALITY AGREEMENT DATED SEPTEMBER 26, 2005, BETWEEN MOUNTAIN STATES
AND APOLLO.
(G)
"DEVELOPMENT COMPANY LETTER AGREEMENT" MEANS
THE LETTER OF UNDERSTANDING AND INTENT BETWEEN APOLLO PRODUCTION &
OPERATING, INC., AND NEPTUNE LEASING, INC., EFFECTIVE AS OF NOVEMBER 30, 2005.
(H)
"DISCLOSURE SCHEDULE" SHALL MEAN THE
SCHEDULES ATTACHED TO THIS AGREEMENT.
(I)
"EFFECTIVE DATE" HAS THE MEANING GIVEN
TO IT IN THE INTRODUCTORY PARAGRAPH OF THIS AGREEMENT.
(J)
"EFFECTIVE CLOSING DATE" SHALL MEAN
NOVEMBER 30, 2005.
(K)
"GAS SUPPLY MOU" SHALL MEAN THE MEMORANDUM
OF UNDERSTANDING OF EVEN DATE HEREWITH BETWEEN APOLLO, APOLLO PRODUCTION, AND
ARIZONA LNG, L.L.C.
(L)
"GOVERNMENTAL APPROVALS" SHALL MEAN ANY
AUTHORIZATION, APPROVAL, CONSENT, LICENSE, REGISTRATION, LEASE, RULING, PERMIT,
TARIFF, CERTIFICATION, EXEMPTION, FILING OR REGISTRATION BY OR WITH ANY
GOVERNMENTAL AUTHORITY.
(M)
"GOVERNMENTAL AUTHORITY" SHALL MEAN THE UNITED
STATES, ANY STATE, COUNTY, OR CITY, ANY POLITICAL SUBDIVISION, AGENCY, COURT OR
INSTRUMENTALITY OF ANY OF THE FOREGOING, AND ANY GOVERNMENTAL OR
QUASI-GOVERNMENTAL AUTHORITY, AGENCY OR BODY HAVING JURISDICTION OVER THE
RESPECTIVE ASSETS OR THE PERSON IN QUESTION.
(N)
"HLDM STOCK PURCHASE AGREEMENT" SHALL MEAN
THE STOCK PURCHASE AGREEMENT ENTERED INTO BETWEEN KEN KELLEY, APOLLO, AND APOLLO
LNG, INC., OF EVEN DATE HEREWITH.
3
(O)
"KEN KELLEY" SHALL MEAN OLIVER KENDALL
KELLEY, A PERSON AND A RESIDENT OF POTTER COUNTY, TEXAS.
(P)
"KEN KELLEY GOODWILL" SHALL MEAN THE
PERSONAL EFFORTS AND CONTRIBUTIONS OF KEN KELLEY TO MOUNTAIN STATES, PRIOR TO
THE CLOSING UNDER THIS AGREEMENT.
(Q)
"KNOWLEDGE," "KNOWN" AND "KNOWS," SHALL MEAN
THE KNOWLEDGE, EITHER ACTUAL OR CONSTRUCTIVE (BASED UPON WHAT A REASONABLE
PERSON IN THE APPLICABLE POSITION WITH A PARTY SHOULD KNOW), OF (I) A
RESPONSIBLE OFFICER OF THAT PARTY AND (II) IN THE CASE OF THE KNOWLEDGE OF
SELLER, AND WITHOUT LIMITING CLAUSE (I) ABOVE, THE RESPONSIBLE OFFICERS OF
NEPTUNE, GOLDEN SPREAD, AND MOUNTAIN STATES AND EACH OF KEN KELLEY, ERIC
ALEXANDER AND STEVE BARTLETT AND (III) IN THE CASE OF THE KNOWLEDGE OF APOLLO
PRODUCTION AND OF APOLLO, AND WITHOUT LIMITING CLAUSE (I) ABOVE, THE RESPONSIBLE
OFFICERS OF APOLLO PRODUCTION, APOLLO AND EACH OF DENNIS MCLAUGHLIN, MARK
ARIAIL, LYLE JUSTUS, WAYNE MCPHERSON AND CHRISTOPHER CHAMBERS.
(R)
"LAW" OR "LAWS" SHALL MEAN ANY
CONSTITUTION, STATUTE, CODE, REGULATION, RULE, INJUNCTION, JUDGMENT, ORDER,
DECREE, RULING, CHARGE, OR OTHER RESTRICTION (INCLUDING APPLICABLE PERMITS AND
GOVERNMENTAL APPROVALS) OF ANY APPLICABLE GOVERNMENTAL AUTHORITY.
(S)
"LIENS" SHALL MEAN ANY LIEN, CHARGE,
HYPOTHECATION, PLEDGE, MORTGAGE, TITLE RETENTION AGREEMENT, SECURITY INTEREST,
ADVERSE CLAIM, OPTION, OR PLEDGE OF ANY NATURE, KIND