LNG, AND APOLLO.
(L)
"JBK LIENS" SHALL MEAN THE LIENS OF JACK B. KELLEY, INC., ON
CERTAIN ASSETS OF ALT AS MORE PARTICULARLY DESCRIBED IN THAT CERTAIN SECURITY
AGREEMENT, DATED AS OF NOVEMBER 1, 2005, EXECUTED BY ALT, IN FAVOR OF JACK B.
KELLEY, INC., SECURING PAYMENT OF THAT CERTAIN PROMISSORY NOTE DATED NOVEMBER 1,
2005, IN THE ORIGINAL PRINCIPAL SUM OF $8,000,000, EXECUTED BY ALT, AND PAYABLE
TO THE ORDER OF JACK B. KELLEY, INC.
(M)
"KEN KELLEY" SHALL MEAN OLIVER KENDALL KELLEY, A PERSON AND A
RESIDENT OF POTTER COUNTY, TEXAS.
(N)
"KEN KELLEY GOODWILL" SHALL MEAN THE PERSONAL EFFORTS AND
CONTRIBUTIONS OF KEN KELLEY TO ALT, PRIOR TO THE CLOSING UNDER THIS AGREEMENT.
(O)
"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 ALT AND EACH OF KEN KELLEY, ERIC
ALEXANDER AND STEVE BARTLETT AND (III) IN THE CASE OF THE KNOWLEDGE OF APOLLO
LNG AND OF APOLLO, AND WITHOUT LIMITING CLAUSE (I) ABOVE, THE RESPONSIBLE
OFFICERS OF APOLLO LNG, APOLLO AND EACH OF DENNIS MCLAUGHLIN, MARK ARIAIL, LYLE
JUSTUS, WAYNE MCPHERSON AND CHRISTOPHER CHAMBERS.
(P)
"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.
4
(Q)
"LIENS" SHALL MEAN ANY LIEN, CHARGE, HYPOTHECATION, PLEDGE,
MORTGAGE, TITLE RETENTION AGREEMENT, SECURITY INTEREST, ADVERSE CLAIM, OPTION,
OR PLEDGE OF ANY NATURE, KIND OR DESCRIPTION WHATSOEVER AND ANY AGREEMENT TO
CREATE ANY OF THE FOREGOING.
(R)
"LOSSES" SHALL MEAN ANY AND ALL LIABILITIES, PAYMENTS, LOSSES,
SUITS, CLAIMS, COSTS, OR EXPENSES (INCLUDING ATTORNEYS FEES AND COSTS OF
INVESTIGATION INCURRED IN DEFENDING AGAINST SUCH LIABILITIES, PAYMENTS, LOSSES,
SUITS, CLAIMS, COSTS OR EXPENSES).
(S)
"MATERIAL ADVERSE EFFECT" OR "MATERIAL ADVERSE CHANGE" SHALL MEAN
ANY CHANGE IN OR EFFECT ON, ALT, APOLLO LNG OR APOLLO, AS THE CASE MAY BE
(INCLUDING THE BUSINESSES THEREOF) WHICH IS, OR REASONABLY COULD BE EXPECTED TO
BE, MATERIALLY ADVERSE TO THE BUSINESS, OPERATIONS, ASSETS, CONDITION (FINANCIAL
OR OTHERWISE) OR PROSPECTS OF ANY SUCH ENTITY.
(T)
"MOUNTAIN STATES STOCK PURCHASE AGREEMENT" SHALL MEAN THE STOCK
PURCHASE AGREEMENT OF EVEN DATE HEREWITH BETWEEN SELLER, APOLLO, AND APOLLO
PRODUCTION & OPERATING, INC.
(U)
"ORDINARY COURSE OF BUSINESS" SHALL MEAN THE ORDINARY COURSE OF
BUSINESS CONSISTENT WITH PAST CUSTOM AND PRACTICE (INCLUDING WITH RESPECT TO
QUANTITY, QUALITY AND FREQUENCY).
(V)
"PERMITTED LIENS" SHALL MEAN ANY OF THE FOLLOWING:
(I)
LIENS FOR
CURRENT TAXES,
ASSESSMENTS OR GOVERNMENT CHARGES NOT YET DUE AND PAYABLE AND
CLEARLY REFLECTED ON THE APPROPRIATE COMPANY BALANCE SHEET AND ADEQUATELY
RESERVED FOR, (II) LIENS THAT, WHEN TAKEN TOGETHER, WOULD NOT MATERIALLY DETRACT
FROM THE MARKET VALUE OR MATERIALLY INTERFERE WITH THE PRESENT BUSINESSES OF
ALT, APOLLO LNG OR OF APOLLO