HIS/HER SPOUSE, HIS/HER ISSUE, HIS/HER 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 DISCLOSURE SCHEDULES ATTACHED HERETO.
(C)
"ALT" SHALL MEAN APPLIED LNG TECHNOLOGIES
USA, L.L.C.
(D)
"ALT MEMBER UNITS" SHALL MEAN ALL OF THE
ISSUED AND OUTSTANDING LIMITED LIABILITY COMPANY MEMBERSHIP INTERESTS IN ALT.
(E)
"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.
(F)
"CASH" SHALL MEAN IMMEDIATELY AVAILABLE
FUNDS, IN US DOLLARS.
(G)
"COLLATERAL AGREEMENTS" SHALL MEAN THE
PURCHASE NOTE, THE SECURITY DOCUMENTS, THE INTERCREDITOR AGREEMENT, THE GAS
SUPPLY MOU, AND THE TRANSITION SERVICES AGREEMENT.
(H)
"COMMERCIALLY REASONABLE EFFORTS" SHALL MEAN
THOSE EFFORTS WHICH A PRUDENT BUSINESS PERSON WOULD EXERT USING SOUND BUSINESS
JUDGMENT IN LIKE CIRCUMSTANCES.
(I)
"CONFIDENTIALITY AGREEMENT" SHALL MEAN
THE CONFIDENTIALITY AGREEMENT DATED SEPTEMBER 26, 2005, BETWEEN ALT AND APOLLO.
(J)
"DISCLOSURE SCHEDULE" SHALL MEAN THE
SCHEDULES ATTACHED TO THIS AGREEMENT.
(K)
"EFFECTIVE CLOSING DATE" SHALL MEAN
NOVEMBER 30, 2005.
(L)
"EFFECTIVE DATE" HAS THE MEANING GIVEN
TO IT IN THE INTRODUCTORY PARAGRAPH OF THIS AGREEMENT.
(M)
"GAS SUPPLY MOU" SHALL MEAN THE MEMORANDUM OF
UNDERSTANDING OF EVEN DATE HEREWITH BETWEEN APOLLO, APOLLO PRODUCTION, AND
ARIZONA LNG, L.L.C.
(N)
"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.
(O)
"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.
(P)
"INTERCREDITOR AGREEMENT" SHALL MEAN THE
INTERCREDITOR AGREEMENT OF EVEN DATE HEREWITH BETWEEN KEN KELLEY, ARIZONA LNG,
AND JACK B. KELLEY, INC.
3
(Q)
"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.
(R)
"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
SELLING STOCKHOLDER, AND WITHOUT LIMITING CLAUSE (I) ABOVE, THE RESPONSIBLE
OFFICERS OF HLDM, ARIZONA LNG, 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, APOLLO
LNG AND EACH OF DENNIS MCLAUGHLIN, MARK ARIAIL, LYLE JUSTUS, WAYNE MCPHERSON,
AND CHRISTOPHER CHAMBERS.
(S)
"LAW" OR "LAWS"