Common use of Mergers, Consolidations, Sales Clause in Contracts

Mergers, Consolidations, Sales. Not, and not permit any Subsidiary to, be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, or, except in the ordinary course of its business, sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any receivables, except for (a) any such merger, consolidation, sale, transfer, conveyance, lease or assignment of or by any Wholly-Owned Subsidiary into the Company or into, with or to any other Wholly-Owned Subsidiary; (b) any such purchase or other acquisition by the Company or any Wholly-Owned Subsidiary of the assets or stock of any Wholly-Owned Subsidiary; (c) any Acquisition by the Company or any Wholly-Owned Subsidiary of a Gas Related Business where (1) the assets acquired (in the case of an asset purchase) are for use, or the Person acquired (in the case of any other Acquisition) is engaged, solely in the businesses permitted under Section 10.5(a); (2) immediately before and after giving effect to such Acquisition, no Event of Default or Unmatured Event of Default shall exist; (3) the aggregate consideration paid (or to be paid) by the Company and its Subsidiaries (including any Debt assumed or issued in connection therewith, the amount thereof to be calculated in accordance with GAAP) in connection with each Acquisition (or any series of related Acquisitions) shall not exceed $15,000,000, and shall not exceed $50,000,000 in total for all Acquisitions from the Closing Date until the Line of Credit Termination Date, provided, however, that the limitations on such consideration specified under this Section 10.11 shall increase to $25,000,000 and $100,000,000, respectively, upon the Company receiving senior unsecured debt ratings of BBB- and Baa3 or better from S&P and Xxxxx’x, respectively; (4) immediately after giving effect to such Acquisition, the Company is in pro forma compliance with all the financial ratios and restrictions set forth in Section 10.6; (5) in the case of the Acquisition of any Person, the Board of Directors of such Person has approved such Acquisition; and (6) the Company has delivered to Agent and the Banks, as soon as possible, but no later than Five Business Days prior to the consummation of the Acquisition, copies of the proposed draft acquisition documents, the lien searches, the acquisition summary, pro forma operating income calculations and such other information as Agent and any Bank may reasonably request, acceptable, in each case, to Agent and the Required Banks; and (d) sales and dispositions of assets (including the stock of Subsidiaries) for at least fair market value (as reasonably determined by the Board of Directors of the Company), so long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed 5% of the net book value of the consolidated assets of the Company and its Subsidiaries as of the last day of the preceding Fiscal Year, except to the extent the proceeds of such sales or dispositions are used to purchase comparable replacement assets within 180 days following the date of such sale or disposition (or in the event within 180 days following the date of such sale or disposition the Company has entered into a binding purchase order or contract for such purchase, within 360 days); provided, however, (x) that the APC Sale is permitted subject to compliance with the following conditions: (1) the proceeds of the APC Sale shall be at least $90,000,000 (net of all reasonable, usual and ordinary transaction costs), (2) at least $60,000,000 of the proceeds of the APC Sale shall be used, by March 31, 2005, to prepay Funded Debt of the Company, such that the aggregate amount of Funded Debt prepaid from the proceeds of the issuance of both tranches of the Series B Preference Stock of the Company and the APC Sale shall total at least $90,000,000, and (3) no Default or Event of Default shall have occurred and be continuing at the time of the consummation of the APC Sale and (y) the EnStructure Sale is permitted subject to compliance with the requirements relating to the EnStructure Sale proceeds as specified in Section 10.30 of this Agreement.

Mergers, Consolidations, Sales. Not, and not permit any Subsidiary to, be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, or, or (except for the sale or lease of Inventory in the ordinary course of its business, ) sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any receivables, except for (a) any such merger, merger or consolidation, sale, transfer, conveyance, lease or assignment of or by any Whollywholly-Owned owned Subsidiary into the Company or into, with or to any other Whollywholly-Owned owned Subsidiary; (b) any such purchase or other acquisition by the Company or any Whollywholly-Owned owned Subsidiary of the assets or stock of any Whollywholly-Owned owned Subsidiary; (c) the Xxxxxxxx Acquisition; (d) any Acquisition by the Company or any Whollywholly-Owned owned Subsidiary of a Gas Related Business where (1) the assets acquired (in the case of an asset purchase) are for useuse in, or the Person acquired (in the case of any other Acquisition) is engagedengaged in, solely in the businesses business activities permitted under Section 10.5(a)10.18; (2) immediately before and or after giving effect to such Acquisition, no Event of Default or Unmatured Event of Default shall existhave occurred and be continuing; (3) the Senior Leverage Ratio as of the end of the two Fiscal Quarters ended on or immediately prior to the date of such Acquisition was less than 1.50 to 1.0; (4) the aggregate consideration paid (or to be paid) by the Company and its Subsidiaries (including any Debt assumed or issued in connection therewith, the amount thereof to be calculated in accordance with GAAP, but excluding any common stock of the Parent) in connection with each (x) such Acquisition (or any series of related Acquisitions) shall does not exceed $15,000,000, 3,000,000 and shall (y) all Acquisitions made after the Effective Date does not exceed $50,000,000 in total for all Acquisitions from the Closing Date until the Line of Credit Termination Date, provided, however, that the limitations on such consideration specified under this Section 10.11 shall increase to $25,000,000 and $100,000,000, respectively, upon the Company receiving senior unsecured debt ratings of BBB- and Baa3 or better from S&P and Xxxxx’x, respectively5,000,000; (45) immediately after giving effect to such Acquisition, the Company is will be in pro forma compliance with all of the financial ratios and restrictions set forth in Section 10.6; (5) in the case of the Acquisition of any Person, the Board of Directors of such Person has approved such Acquisition; and (6) the Company has delivered immediately after giving effect to Agent and the Banks, as soon as possible, but no later than Five Business Days prior to the consummation of the such Acquisition, copies of the proposed draft acquisition documents, Revolving Availability is at least $10,000,000 greater than the lien searches, the acquisition summary, pro forma operating income calculations and such other information as Agent and any Bank may reasonably request, acceptable, in each case, to Agent and the Required BanksRevolving Outstandings; and (de) sales and dispositions of assets (including the stock of Subsidiaries) for at least fair market value (as reasonably determined by the Board of Directors of the Company), so long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed 5% of the net book value of the consolidated assets of the Company and its Subsidiaries as of the last day of the preceding Fiscal Year, except to the extent the proceeds of such sales or dispositions are used to purchase comparable replacement assets within 180 days following the date of such sale or disposition (or in the event within 180 days following the date of such sale or disposition the Company has entered into a binding purchase order or contract for such purchase, within 360 days)$500,000; provided, however, (x) that the APC Sale is permitted subject to compliance with the following conditions: (1) the proceeds of the APC Sale shall be at least $90,000,000 (net of all reasonable, usual and ordinary transaction costs), (2) at least $60,000,000 of the proceeds of the APC Sale shall be used, by March 31, 2005, to prepay Funded Debt of the Company, such that the aggregate amount of Funded Debt prepaid from the proceeds of the issuance of both tranches of the Series B Preference Stock of the Company and the APC Sale shall total at least $90,000,000, and (3f) no Default or Event of Default shall have occurred and be continuing at the time of the consummation of the APC Sale and (y) the EnStructure Sale is Investments permitted subject to compliance with the requirements relating to the EnStructure Sale proceeds as specified in by Section 10.30 of this Agreement.10.19(m). 53 10.11

Mergers, Consolidations, Sales. Not, and not permit any Subsidiary to, be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, or, except in the ordinary course of its business, or sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any receivables, except for (a) any such merger, merger or consolidation, sale, transfer, conveyance, lease or assignment of or by any Whollywholly-Owned owned Subsidiary into the Company or into, with or to any other Whollywholly-Owned owned Subsidiary; (b) any such purchase or other acquisition by the Company or any Whollywholly-Owned owned Subsidiary of the assets or stock of any Wholly-Owned wholly- owned Subsidiary; (c) any Acquisition such purchase or other acquisition by the Company or any Whollywholly-Owned owned Subsidiary of a Gas Related Business the assets or stock of any other Person where (1) the such assets acquired (in the case of an asset purchase) are for use, or the such Person acquired (in the case of any other Acquisitiona stock purchase) is engaged, solely in the businesses permitted under Section 10.5(a)providing towing services and/or vehicle transport; (2) immediately before and or after giving effect to such Acquisitionpurchase or acquisition, no Event of Default or Unmatured Event of Default shall existhave occurred and be continuing; (3) either (i) (x) the aggregate consideration paid (or to be paid) paid by the Company and its Subsidiaries (including any Debt assumed or issued in connection therewith, the amount thereof to be calculated in accordance with GAAP) in connection with each Acquisition such purchase or other acquisition (or any series of related Acquisitionsacquisitions) shall is not exceed greater than $15,000,000, 5,000,000 and shall not exceed $50,000,000 (y) the aggregate consideration to be paid in total for all Acquisitions from the Closing Date until the Line of Credit Termination Date, provided, however, that the limitations on such consideration specified under this Section 10.11 shall increase to $25,000,000 and $100,000,000, respectively, upon cash by the Company receiving senior unsecured debt ratings and its Subsidiaries in connection with such purchase or acquisition (or any series of BBB- and Baa3 or better from S&P and Xxxxx’xrelated acquisitions) is not greater than $2,500,000, respectively; (4ii) immediately after giving effect to such Acquisitionpurchase or acquisition, the Funded Debt to EBITDA Ratio is less than 1.0 to 1.0 or (iii) the Required Lenders have consented to such purchase or acquisition; (4) the Company is in pro forma compliance with all the financial ratios and restrictions set forth in Section 10.6; and (5) in the case of the Acquisition of any Person, the Board of Directors of such Person (or its board of directors or similar body) has approved such Acquisition; and (6) the Company has delivered to Agent and the Banks, as soon as possible, but no later than Five Business Days prior to the consummation of the Acquisition, copies of the proposed draft acquisition documents, the lien searches, the acquisition summary, pro forma operating income calculations and such or other information as Agent and any Bank may reasonably request, acceptable, in each case, to Agent and the Required Bankspurchase; and (d) sales and dispositions of assets (including the stock of Subsidiaries) for at least fair market value (as reasonably determined by the Board of Directors of the Company), so long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed 5% of the aggregate net book value of the consolidated all assets of the Company and its Subsidiaries as of the last day of the preceding Fiscal Year, except to the extent the proceeds of such sales or dispositions are used to purchase comparable replacement assets within 180 days following the date of such sale or disposition (or in the event within 180 days following the date of such sale or disposition the Company has entered into a binding purchase order or contract for such purchase, within 360 days); provided, however, (x) that the APC Sale is permitted subject to compliance with the following conditions: (1) the proceeds of the APC Sale shall be at least $90,000,000 (net of all reasonable, usual and ordinary transaction costs), (2) at least $60,000,000 of the proceeds of the APC Sale shall be used, by March 31, 2005, to prepay Funded Debt of the Company, such that the aggregate amount of Funded Debt prepaid from the proceeds of the issuance of both tranches of the Series B Preference Stock of the Company and the APC Sale shall total at least $90,000,000, and (3) no Default or Event of Default shall have occurred and be continuing at the time of the consummation of the APC Sale and (y) the EnStructure Sale is permitted subject to compliance with the requirements relating to the EnStructure Sale proceeds as specified in Section 10.30 of this AgreementSubsidiaries.

Mergers, Consolidations, Sales. Not, and not permit any Subsidiary to, be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, or, except in the ordinary course of its business, or sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any receivables, except for (a) any such merger, merger or consolidation, sale, transfer, conveyance, lease or assignment of or by any Whollywholly-Owned owned Subsidiary into the Company or into, with or to any other Whollywholly-Owned owned Subsidiary; (b) any such purchase or other acquisition by the Company or any Whollywholly-Owned owned Subsidiary of the assets or stock of any Wholly-Owned wholly- owned Subsidiary; (c) the acquisition of the BioGro Companies; (d) any Acquisition such purchase or other acquisition by the Company or any Whollywholly-Owned owned Subsidiary of a Gas Related Business the assets or stock of any other Person where (1) the such assets acquired (in the case of an asset purchase) are for use, or the such Person acquired (in the case of any other Acquisitiona stock purchase) is engaged, solely engaged in the businesses business activities permitted under Section 10.5(a)10.19; (2) immediately before and or after giving effect to such Acquisitionpurchase or acquisition, no Event of Default or Unmatured Event of Default shall existhave occurred and be continuing; (3) either (i) (x) the aggregate consideration paid (or to be paid) paid by the Company and its Subsidiaries (including any Debt assumed or issued in connection therewith, the amount thereof to be calculated in accordance with GAAP) in connection with each Acquisition such purchase or other acquisition (or any series of related Acquisitionsacquisitions) shall is not exceed $15,000,000, and shall not exceed $50,000,000 in total for all Acquisitions from the Closing Date until the Line of Credit Termination Date, provided, however, that the limitations on such consideration specified under this Section 10.11 shall increase to greater than $25,000,000 and $100,000,000, respectively, upon (y) the aggregate consideration to be paid in cash or by the assumption or issuance of Debt by the Company receiving senior unsecured debt ratings and its Subsidiaries in connection with such purchase or acquisition (or any series of BBB- and Baa3 related acquisitions) is not greater than $10,000,000 or better from S&P and Xxxxx’x, respectively(ii) the Required Banks have consented to such purchase or acquisition; (4) immediately after giving effect to such Acquisition, the Company is in pro forma compliance with all the financial ratios and restrictions set forth in Section 10.6; and (5) in the case of the Acquisition of any Personimmediately after giving effect to such purchase or acquisition, the Board of Directors of such Person has approved such Acquisition; Revolving Commitment is at least $2,000,000 greater than the Revolving Outstandings and (6) the Company has delivered to Agent and the Banks, as soon as possible, but no later than Five Business Days prior to the consummation of the Acquisition, copies of the proposed draft acquisition documents, the lien searches, the acquisition summary, pro forma operating income calculations and such other information as Agent and any Bank may reasonably request, acceptable, in each case, to Agent and the Required Banks; and (de) sales and dispositions of assets (including the stock of Subsidiaries) for at least fair market value (as reasonably determined by the Board of Directors of the Company), so long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year (other than sales of transportation and spreading equipment) does not exceed 5% of the net book value of the consolidated assets of the Company and its Subsidiaries as of the last day of the preceding Fiscal Year, except to the extent the proceeds of such sales or dispositions are used to purchase comparable replacement assets within 180 days following the date of such sale or disposition (or in the event within 180 days following the date of such sale or disposition the Company has entered into a binding purchase order or contract for such purchase, within 360 days); provided, however, (x) that the APC Sale is permitted subject to compliance with the following conditions: (1) the proceeds of the APC Sale shall be at least $90,000,000 (net of all reasonable, usual and ordinary transaction costs), (2) at least $60,000,000 of the proceeds of the APC Sale shall be used, by March 31, 2005, to prepay Funded Debt of the Company, such that the aggregate amount of Funded Debt prepaid from the proceeds of the issuance of both tranches of the Series B Preference Stock of the Company and the APC Sale shall total at least $90,000,000, and (3) no Default or Event of Default shall have occurred and be continuing at the time of the consummation of the APC Sale and (y) the EnStructure Sale is permitted subject to compliance with the requirements relating to the EnStructure Sale proceeds as specified in Section 10.30 of this Agreement500,000.

Mergers, Consolidations, Sales. Not, and not permit any Subsidiary ------------------------------ to, be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, or, except in the ordinary course of its businessbusiness (including sales of equipment consistent with industry practice), sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any receivables, except for (a) any such merger, merger or consolidation, sale, transfer, conveyance, lease or assignment of or by any Whollywholly-Owned owned Subsidiary into the Company or into, with or to any other Whollywholly-Owned owned Subsidiary; (b) any such purchase or other acquisition by the Company or any Whollywholly-Owned owned Subsidiary of the assets or stock of any Whollywholly-Owned owned Subsidiary; (c) any Acquisition such purchase or other acquisition by the Company or any Whollywholly-Owned owned Subsidiary of a Gas Related Business the assets or stock of any other Person where (1) the such assets acquired (in the case of an asset purchase) are for use, or the such Person acquired (in the case of any other Acquisitiona stock purchase) is engaged, solely in the businesses permitted under Section 10.5(a)equipment rental and related businesses; (2) immediately before and after giving effect to such Acquisitionpurchase or acquisition, no Event of Default or Unmatured Event of Default shall existhave occurred and be continuing; and (3) either (i) the aggregate consideration paid (or to be paid) paid by the Company and its Subsidiaries (including any Debt assumed or issued in connection therewith, the amount thereof to be calculated in accordance with GAAP) in connection with each Acquisition such purchase or other acquisition (or any series of related Acquisitionsacquisitions) shall not exceed is less than $15,000,000, and shall not exceed $50,000,000 in total for all Acquisitions from the Closing Date until the Line of Credit Termination Date, provided, however, that the limitations on such consideration specified under this Section 10.11 shall increase to $25,000,000 and $100,000,000, respectively, upon the Company receiving senior unsecured debt ratings of BBB- and Baa3 10,000,000 or better from S&P and Xxxxx’x, respectively; (4ii) immediately after giving effect to such Acquisition, (x) the Company is in pro forma compliance with all the financial ratios and restrictions set forth in Section 10.6; 10.6 and (5y) in unless after ------------ giving effect to such purchase or acquisition the case of the Acquisition of any Personpro forma Funded Debt to Cash --- ----- Flow Ratio will be less than 1.25 to 1.0, the Board of Directors of Required Lenders have consented to such Person has approved such Acquisition; and (6) the Company has delivered to Agent and the Banks, as soon as possible, but no later than Five Business Days prior to the consummation of the Acquisition, copies of the proposed draft acquisition documents, the lien searches, the acquisition summary, pro forma operating income calculations and such other information as Agent and any Bank may reasonably request, acceptable, in each case, to Agent and the Required Bankspurchase or acquisition; and (d) sales and dispositions of assets (including the stock of Subsidiaries) for at least fair market value (as reasonably determined by the Board of Directors of the Company), so long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed 5% of the net book value of the consolidated assets of the Company and its Subsidiaries as of the last day of the preceding Fiscal Year, except to the extent the proceeds of such sales or dispositions are used to purchase comparable replacement assets within 180 days following the date of such sale or disposition (or in the event within 180 days following the date of such sale or disposition the Company has entered into a binding purchase order or contract for such purchase, within 360 days); provided, however, (x) that the APC Sale is permitted subject to compliance with the following conditions: (1) the proceeds of the APC Sale shall be at least $90,000,000 (net of all reasonable, usual and ordinary transaction costs), (2) at least $60,000,000 of the proceeds of the APC Sale shall be used, by March 31, 2005, to prepay Funded Debt of the Company, such that the aggregate amount of Funded Debt prepaid from the proceeds of the issuance of both tranches of the Series B Preference Stock of the Company and the APC Sale shall total at least $90,000,000, and (3) no Default or Event of Default shall have occurred and be continuing at the time of the consummation of the APC Sale and (y) the EnStructure Sale is permitted subject to compliance with the requirements relating to the EnStructure Sale proceeds as specified in Section 10.30 of this Agreement.

Mergers, Consolidations, Sales. Not, and not permit any Subsidiary to, be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, or, except in the ordinary course of its business, or sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any receivables, except for (a) any such merger, merger or consolidation, sale, transfer, conveyance, lease or assignment of or by any Wholly-Owned Subsidiary into the Company or into, with or to any other Wholly-Owned Subsidiary; (b) any such purchase or other acquisition by the Company or any Wholly-Owned Subsidiary of the assets or stock of any Wholly-Owned Subsidiary; and (c) any Acquisition such purchase or other acquisition by the Company or any Whollywholly-Owned owned Subsidiary of a Gas Related Business the assets or stock of any other Person where (1) the such assets acquired (in the case of an asset purchase) are for use, or the such Person acquired (in the case of any other Acquisitiona stock purchase) is engagedis, solely or after the acquisition will be, engaged in the businesses business activities permitted under by Section 10.5(a)6.20; (2) immediately before and or after giving effect to such Acquisitionpurchase or acquisition, no Event of Default or Unmatured Event of Default shall existhave occurred and be continuing; (3) the aggregate consideration paid (or to be paid) paid by the Company and its Subsidiaries (including any Debt assumed or issued in connection therewith, the amount thereof to be calculated in accordance with GAAP) in connection with each Acquisition such purchase or other acquisition after the date hereof (or any series of related Acquisitionsacquisitions) shall not exceed is less than $15,000,000, 3,000,000 for any single transaction or series of related transactions and shall not exceed less than $50,000,000 10,000,000 in total the aggregate for all Acquisitions from the Closing Date until the Line of Credit Termination Date, provided, however, that the limitations on such consideration specified under this Section 10.11 shall increase to $25,000,000 and $100,000,000, respectively, upon the Company receiving senior unsecured debt ratings of BBB- and Baa3 or better from S&P and Xxxxx’x, respectivelytransactions; (4) immediately after giving effect to such Acquisition, the Company is in pro forma compliance with all the financial ratios and restrictions set forth in Section 10.6; (5) in the case of the Acquisition of any Person, the Board of Directors of such Person has approved such Acquisition6.8; and (6) the Company has delivered to Agent and the Banks, as soon as possible, but no later than Five Business Days prior to the consummation of the Acquisition, copies of the proposed draft acquisition documents, the lien searches, the acquisition summary, pro forma operating income calculations and such other information as Agent and any Bank may reasonably request, acceptable, in each case, to Agent and the Required Banks; and (d) sales and dispositions of assets (including the stock of Subsidiaries) for at least fair market value (as reasonably determined by the Board of Directors of the Company), so long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed 5% of the net book value of the consolidated assets of the Company and its Subsidiaries as of the last day of the preceding Fiscal Year, except to the extent the proceeds of such sales or dispositions are used to purchase comparable replacement assets within 180 days following the date of such sale or disposition (or in the event within 180 days following the date of such sale or disposition the Company has entered into a binding purchase order or contract for such purchase, within 360 days); provided, however, (x) that the APC Sale is permitted subject to compliance with the following conditions: (1) the proceeds of the APC Sale shall be at least $90,000,000 (net of all reasonable, usual and ordinary transaction costs), (2) at least $60,000,000 any of the proceeds Loans hereunder are not used to finance such transactions. Notwithstanding the foregoing, the Company shall not, and shall not permit any Subsidiary to, consummate any such merger, consolidation or purchase described above within the 120 days immediately following the Closing Date without the prior written consent of the APC Sale shall be used, Lender other than Future Acquisitions approved by March 31, 2005, to prepay Funded Debt of the Company, such that the aggregate amount of Funded Debt prepaid from the proceeds of the issuance of both tranches of the Series B Preference Stock of the Company and the APC Sale shall total at least $90,000,000, and (3) no Default or Event of Default shall have occurred and be continuing at the time of the consummation of the APC Sale and (y) the EnStructure Sale is permitted subject to compliance with the requirements relating to the EnStructure Sale proceeds as specified in Section 10.30 of this AgreementLender.

Mergers, Consolidations, Sales. Not, and not permit any Subsidiary ------------------------------ to, be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, or, except in the ordinary course of its businessbusiness (including sales of equipment consistent with industry practice), sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any receivables, except for (a) any such merger, merger or consolidation, sale, transfer, conveyance, lease or assignment of or by any Whollywholly-Owned owned Subsidiary into the Company or into, with or to any other Whollywholly-Owned owned Subsidiary; (b) any such purchase or other acquisition by the Company or any Whollywholly-Owned owned Subsidiary of the assets or stock of any Whollywholly-Owned owned Subsidiary; (c) any Acquisition such purchase or other acquisition by the Company or any Whollywholly-Owned owned Subsidiary of a Gas Related Business the assets or stock of any other Person where (1) the such assets acquired (in the case of an asset purchase) are for use, or the such Person acquired (in the case of any other Acquisitiona stock purchase) is engaged, solely in the businesses permitted under Section 10.5(a)equipment rental and related businesses; (2) immediately before and or after giving effect to such Acquisitionpurchase or acquisition, no Event of Default or Unmatured Event of Default shall existhave occurred and be continuing; and (3) either (i) the aggregate consideration paid (or to be paid) paid by the Company and its Subsidiaries (including any Debt assumed or issued in connection therewith, the amount thereof to be calculated in accordance with GAAP) in connection with each Acquisition such purchase or other acquisition (or any series of related Acquisitionsacquisitions) shall not exceed is less than $15,000,000, and shall not exceed $50,000,000 in total for all Acquisitions from the Closing Date until the Line of Credit Termination Date, provided, however, that the limitations on such consideration specified under this Section 10.11 shall increase to $25,000,000 and $100,000,000, respectively, upon the Company receiving senior unsecured debt ratings of BBB- and Baa3 10,000,000 or better from S&P and Xxxxx’x, respectively; (4ii) immediately after giving effect to such Acquisition, (x) the Company is in pro forma compliance with all the financial ratios and restrictions set forth in Section 10.6; 10.6 and (5y) in unless after ------------ giving effect to such purchase or acquisition the case of the Acquisition of any Personpro forma Funded Debt to Cash --- ----- Flow Ratio will be less than 1.25 to 1.0, the Board of Directors of Required Lenders have consented to such Person has approved such Acquisition; and (6) the Company has delivered to Agent and the Banks, as soon as possible, but no later than Five Business Days prior to the consummation of the Acquisition, copies of the proposed draft acquisition documents, the lien searches, the acquisition summary, pro forma operating income calculations and such other information as Agent and any Bank may reasonably request, acceptable, in each case, to Agent and the Required Bankspurchase or acquisition; and (d) sales and dispositions of assets (including the stock of Subsidiaries) for at least fair market value (as reasonably determined by the Board of Directors of the Company), so long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed 5% of the net book value of the consolidated assets of the Company and its Subsidiaries as of the last day of the preceding Fiscal Year, except to the extent the proceeds of such sales or dispositions are used to purchase comparable replacement assets within 180 days following the date of such sale or disposition (or in the event within 180 days following the date of such sale or disposition the Company has entered into a binding purchase order or contract for such purchase, within 360 days); provided, however, (x) that the APC Sale is permitted subject to compliance with the following conditions: (1) the proceeds of the APC Sale shall be at least $90,000,000 (net of all reasonable, usual and ordinary transaction costs), (2) at least $60,000,000 of the proceeds of the APC Sale shall be used, by March 31, 2005, to prepay Funded Debt of the Company, such that the aggregate amount of Funded Debt prepaid from the proceeds of the issuance of both tranches of the Series B Preference Stock of the Company and the APC Sale shall total at least $90,000,000, and (3) no Default or Event of Default shall have occurred and be continuing at the time of the consummation of the APC Sale and (y) the EnStructure Sale is permitted subject to compliance with the requirements relating to the EnStructure Sale proceeds as specified in Section 10.30 of this Agreement.

Mergers, Consolidations, Sales. Not, and not permit any Subsidiary to, be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, or, except in the ordinary course of its business, or sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any receivables, except for (a) any such merger, merger or consolidation, sale, transfer, conveyance, lease or assignment of or by any Wholly-Owned Subsidiary into the Company or into, with or to any other Wholly-Owned Subsidiary; (b) any such purchase or other acquisition by the Company or any Wholly-Owned Subsidiary of the assets or stock of any Wholly-Owned Subsidiary; and (c) any Acquisition such purchase or other acquisition by the Company or any Whollywholly-Owned owned Subsidiary of a Gas Related Business the assets or stock of any other Person where (1) the such assets acquired (in the case of an asset purchase) are for use, or the such Person acquired (in the case of any other Acquisitiona stock purchase) is engagedis, solely or after the acquisition will be, engaged in the businesses business activities permitted under by Section 10.5(a)6.20; (2) immediately before and or after giving effect to such Acquisitionpurchase or acquisition, no Event of Default or Unmatured Event of Default shall existhave occurred and be continuing; (3) the aggregate consideration paid (or to be paid) paid by the Company and its Subsidiaries (including any Debt assumed or issued in connection therewith, the amount thereof to be calculated in accordance with GAAP) in connection with each Acquisition such purchase or other acquisition after the date hereof (or any series of related Acquisitionsacquisitions) shall not exceed is less than $15,000,000, 10,000,000 for any single transaction or series of related transactions and shall not exceed less than $50,000,000 in total the aggregate for all Acquisitions from the Closing Date until the Line of Credit Termination Date, provided, however, that the limitations on such consideration specified under this Section 10.11 shall increase to $25,000,000 and $100,000,000, respectively, upon the Company receiving senior unsecured debt ratings of BBB- and Baa3 or better from S&P and Xxxxx’x, respectivelytransactions; (4) immediately after giving effect to such Acquisition, the Company is in pro forma compliance with all the financial ratios and restrictions set forth in Section 10.6; (5) in the case of the Acquisition of any Person, the Board of Directors of such Person has approved such Acquisition6.8; and (6) the Company has delivered to Agent and the Banks, as soon as possible, but no later than Five Business Days prior to the consummation of the Acquisition, copies of the proposed draft acquisition documents, the lien searches, the acquisition summary, pro forma operating income calculations and such other information as Agent and any Bank may reasonably request, acceptable, in each case, to Agent and the Required Banks; and (d) sales and dispositions of assets (including the stock of Subsidiaries) for at least fair market value (as reasonably determined by the Board of Directors of the Company), so long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed 5% of the net book value of the consolidated assets of the Company and its Subsidiaries as of the last day of the preceding Fiscal Year, except to the extent the proceeds of such sales or dispositions are used to purchase comparable replacement assets within 180 days following the date of such sale or disposition (or in the event within 180 days following the date of such sale or disposition the Company has entered into a binding purchase order or contract for such purchase, within 360 days); provided, however, (x) that the APC Sale is permitted subject to compliance with the following conditions: (1) the proceeds of the APC Sale shall be at least $90,000,000 (net of all reasonable, usual and ordinary transaction costs), (2) at least $60,000,000 any of the proceeds of the APC Sale shall be used, by March 31, 2005, Loans hereunder are not used to prepay Funded Debt of the Company, finance such that the aggregate amount of Funded Debt prepaid from the proceeds of the issuance of both tranches of the Series B Preference Stock of the Company and the APC Sale shall total at least $90,000,000, and (3) no Default or Event of Default shall have occurred and be continuing at the time of the consummation of the APC Sale and (y) the EnStructure Sale is permitted subject to compliance with the requirements relating to the EnStructure Sale proceeds as specified in Section 10.30 of this Agreementtransactions.

Mergers, Consolidations, Sales. Not, and not permit any Subsidiary to, be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, or, except in the ordinary course of its business, or sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any receivables, except for (a) any such merger, merger or consolidation, sale, transfer, conveyance, lease or assignment of or by any Whollywholly-Owned owned Subsidiary into the Company or into, with or to any other Whollywholly-Owned owned Subsidiary; (b) any such purchase or other acquisition by the Company or any Whollywholly-Owned owned Subsidiary of the assets or stock of any Whollywholly-Owned owned Subsidiary; (c) any Acquisition such purchase or other acquisition by the Company or any Whollywholly-Owned owned Subsidiary of a Gas Related Business the assets or stock of any other Person where (1) the such assets acquired (in the case of an asset purchase) are for use, or the such Person acquired (in the case of any other Acquisitiona stock purchase) is engaged, solely engaged in the businesses permitted under Section 10.5(a)processing, collection, handling and disposal of non-hazardous liquid or solid waste or similar non-hazardous waste-related business activities; (2) immediately before and or after giving effect to such Acquisitionpurchase or acquisition, no Event of Default or Unmatured Event of Default shall existhave occurred and be continuing; (3) either (i) (x) the aggregate consideration paid (or to be paid) paid by the Company and its Subsidiaries (including any Debt assumed or issued in connection therewith, the amount thereof to be calculated in accordance with GAAP) in connection with each Acquisition such purchase or other acquisition (or any series of related Acquisitionsacquisitions) shall is not exceed greater than $15,000,000, 10,000,000 and shall not exceed $50,000,000 (y) the aggregate consideration to be paid in total for all Acquisitions from cash or by the Closing Date until the Line assumption or issuance of Credit Termination Date, provided, however, that the limitations on such consideration specified under this Section 10.11 shall increase to $25,000,000 and $100,000,000, respectively, upon Debt by the Company receiving senior unsecured debt ratings and its Subsidiaries in connection with such purchase or acquisition (or any series of BBB- related acquisitions) is not greater than $7,000,000 or (ii) the Required Banks have consented to such purchase or acquisition; and Baa3 or better from S&P and Xxxxx’x, respectively; (4) immediately after giving effect to such Acquisition, the Company is in pro forma compliance with all the financial ratios and restrictions set forth in Section 10.6; (5) in the case of the Acquisition of any Person, the Board of Directors of such Person has approved such Acquisition; and (6) the Company has delivered to Agent and the Banks, as soon as possible, but no later than Five Business Days prior to the consummation of the Acquisition, copies of the proposed draft acquisition documents, the lien searches, the acquisition summary, pro forma operating income calculations and such other information as Agent and any Bank may reasonably request, acceptable, in each case, to Agent and the Required Banks; and (d) sales and dispositions of assets (including the stock of Subsidiaries) for at least fair market value (as reasonably determined by the Board of Directors of the Company), so long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed 5% of the net book value of the consolidated assets of the Company and its Subsidiaries as of the last day of the preceding Fiscal Year, except to the extent the proceeds of such sales or dispositions are used to purchase comparable replacement assets within 180 days following the date of such sale or disposition (or in the event within 180 days following the date of such sale or disposition the Company has entered into a binding purchase order or contract for such purchase, within 360 days); provided, however, (x) that the APC Sale is permitted subject to compliance with the following conditions: (1) the proceeds of the APC Sale shall be at least $90,000,000 (net of all reasonable, usual and ordinary transaction costs), (2) at least $60,000,000 of the proceeds of the APC Sale shall be used, by March 31, 2005, to prepay Funded Debt of the Company, such that the aggregate amount of Funded Debt prepaid from the proceeds of the issuance of both tranches of the Series B Preference Stock of the Company and the APC Sale shall total at least $90,000,000, and (3) no Default or Event of Default shall have occurred and be continuing at the time of the consummation of the APC Sale and (y) the EnStructure Sale is permitted subject to compliance with the requirements relating to the EnStructure Sale proceeds as specified in Section 10.30 of this Agreement750,000.

Mergers, Consolidations, Sales. Not, and not permit any Subsidiary to, be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, or, except in the ordinary course of its business, or sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any receivables, except for (a) any such merger, merger or consolidation, sale, transfer, conveyance, lease or assignment of or by any Whollywholly-Owned owned Subsidiary into the Company or into, with or to any other Whollywholly-Owned owned Subsidiary; (b) any such purchase or other acquisition by the Company or any Whollywholly-Owned owned Subsidiary of the assets or stock of any Whollywholly-Owned owned Subsidiary; (c) the acquisition of the Acquired Companies; (d) any Acquisition such purchase or other acquisition by the Company or any Whollywholly-Owned owned Subsidiary of a Gas Related Business the assets or stock of any other Person where (1) the such assets acquired (in the case of an asset purchase) are for use, or the such Person acquired (in the case of any other Acquisitiona stock purchase) is engaged, solely engaged in the businesses business activities permitted under Section 10.5(a)10.19; (2) immediately before and or after giving effect to such Acquisitionpurchase or acquisition, no Event of Default or Unmatured Event of Default shall existhave occurred and be continuing; (3) either (i) (x) the aggregate consideration paid (or to be paid) paid by the Company and its Subsidiaries (including any Debt assumed or issued in connection therewith, the amount thereof to be calculated in accordance with GAAP) in connection with each Acquisition such purchase or other acquisition (or any series of related Acquisitionsacquisitions) shall is not exceed greater than $15,000,000, 15,000,000 and shall not exceed $50,000,000 (y) the aggregate consideration to be paid in total for all Acquisitions from cash or by the Closing Date until the Line assumption or issuance of Credit Termination Date, provided, however, that the limitations on such consideration specified under this Section 10.11 shall increase to $25,000,000 and $100,000,000, respectively, upon Debt by the Company receiving senior unsecured debt ratings and its Subsidiaries in connection with such purchase or acquisition (or any series of BBB- and Baa3 related acquisitions) is not greater than $5,000,000 or better from S&P and Xxxxx’x, respectively(ii) the Required Banks have consented to such purchase or acquisition; (4) immediately after giving effect to such Acquisition, the Company is in pro forma compliance with all the financial ratios and restrictions set forth in Section 10.6; and (5) in the case of the Acquisition of any Personimmediately after giving effect to such purchase or acquisition, the Board of Directors of such Person has approved such Acquisition; Revolving Commitment is at least $2,000,000 greater than the Revolving Outstandings and (6) the Company has delivered to Agent and the Banks, as soon as possible, but no later than Five Business Days prior to the consummation of the Acquisition, copies of the proposed draft acquisition documents, the lien searches, the acquisition summary, pro forma operating income calculations and such other information as Agent and any Bank may reasonably request, acceptable, in each case, to Agent and the Required Banks; and (de) sales and dispositions of assets (including the stock of Subsidiaries) for at least fair market value (as reasonably determined by the Board of Directors of the Company), so long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed 5% (other than sales of the net book value of the consolidated assets of the Company transportation and its Subsidiaries as of the last day of the preceding Fiscal Year, except to the extent the proceeds of such sales or dispositions are used to purchase comparable replacement assets within 180 days following the date of such sale or disposition (or in the event within 180 days following the date of such sale or disposition the Company has entered into a binding purchase order or contract for such purchase, within 360 days); provided, however, (x) that the APC Sale is permitted subject to compliance with the following conditions: (1spreading equipment) the proceeds of which do not exceed $500,000. Notwithstanding the APC Sale foregoing, the Company shall be at least $90,000,000 (net not, and shall not permit any Subsidiary to, consummate any such merger, consolidation or purchase described above within the 120 days immediately following the Effective Date without the prior written consent of all reasonableBanks, usual and ordinary transaction costs), (2) at least $60,000,000 other than the acquisition of the proceeds of the APC Sale shall be used, by March 31, 2005, to prepay Funded Debt of the any Acquired Company, such that the aggregate amount of Funded Debt prepaid from the proceeds of the issuance of both tranches of the Series B Preference Stock of the Company and the APC Sale shall total at least $90,000,000, and (3) no Default or Event of Default shall have occurred and be continuing at the time of the consummation of the APC Sale and (y) the EnStructure Sale is permitted subject to compliance with the requirements relating to the EnStructure Sale proceeds as specified in Section 10.30 of this Agreement.