ASSET PURCHASE AGREEMENT

Asset Purchase Agreement

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This Asset Purchase Agreement involves

CHART INDUSTRIES INC | GT ACQUISITION COMPANY | GREENVILLE TUBE, LLC | Chart Industries, Inc. | GT Acquisition Company | CFB Venture Fund III, L.P

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Title: ASSET PURCHASE AGREEMENT
Governing Law: Delaware Date: 4/13/2006
Industry: Scientific and Technical Instr. Law Firm: Calfee, Halter & Griswold, LLP;

EXHIBIT 2.2

ASSET PURCHASE AGREEMENT

Among

GT ACQUISITION COMPANY,

and

GREENVILLE TUBE, LLC

JULY 1, 2003

TABLE OF CONTENTS


				Page
1.	DEFINITIONS AND USAGE				1

		1.1	Definitions		1
		1.2	Usage		12

2.	SALE AND TRANSFER OF ASSETS; CLOSING.				13

		2.1	Assets to be Sold		13
		2.2	Excluded Assets		15
		2.3	Consideration		16
		2.4	Liabilities		16
		2.5	Allocation		19
		2.6	Closing		19
		2.7	Closing Obligations		20
		2.8	Adjustment Amount and Payment		23
		2.9	Adjustment Procedure		23
		2.10	Consents		25
		2.11	Accounts Receivable		26
		2.12	Contingent Note		27
		2.13	Termination of Promissory Note		27

3.	REPRESENTATIONS AND WARRANTIES OF SELLER				28

		3.1	Organization and Good Standing; Name		28
		3.2	Enforceability; Authority; No Conflict		28
		3.3	Capitalization		30
		3.4	Financial Statements		30
		3.5	Books and Records		30
		3.6	Sufficiency of Assets		31
		3.7	Description of Owned Real Property		31
		3.8	The Leased Real Property		31
		3.9	Title to Assets; Encumbrances		31
		3.10	Condition of Facilities		32
		3.11	Accounts Receivable		32
		3.12	Inventories		33
		3.13	No Undisclosed Liabilities		33
		3.14	Taxes		33
		3.15	No Material Adverse Change		35
		3.16	Employee Benefits		35
		3.17	Compliance with Legal Requirements; Governmental Authorizations		37
		3.18	Legal Proceedings; Orders		39
		3.19	Absence of Certain Changes and Events		40
		3.20	Contracts; No Defaults		41


				Page
		3.21	Insurance		44
		3.22	Environmental Matters		45
		3.23	Employees		47
		3.24	Labor Disputes; Compliance		48
		3.25	Intellectual Property Assets		49
		3.26	Parent Ownership of Assets		52
		3.27	Compliance with the Foreign Corrupt Practices Act and Export Control and Antiboycott Laws		52
		3.28	Relationships With Related Persons		53
		3.29	Brokers or Finders		54
		3.30	Securities Law Matters		54

4.	REPRESENTATIONS AND WARRANTIES OF BUYER				55

		4.1	Organization and Good Standing		55
		4.2	Authority; No Conflict		55
		4.3	Certain Proceedings		55
		4.4	Brokers or Finders		56
		4.5	Sufficient Funds		56

5.	[Intentionally Omitted]				56

6.	[Intentionally Omitted]				56

7.	CONDITIONS PRECEDENT TO BUYER’S OBLIGATION TO CLOSE				56

		7.1	Consents		56
		7.2	Additional Documents		56
		7.3	Title Insurance		57
		7.4	Governmental Authorizations		57
		7.5	Employees		57
		7.6	Ancillary Agreements		57
		7.7	Financing		57
		7.8	Management Investment		57

8.	CONDITIONS PRECEDENT TO SELLER’S OBLIGATION TO CLOSE				57

		8.1	Consents		57
9.	NO TERMINATION				58

10.	ADDITIONAL COVENANTS				58

		10.1	Employees and Employee Benefits		58
		10.2	Payment of Certain Taxes		61
		10.3	Payment of Other Retained Liabilities		61
		10.4	Financial Information		61
		10.5	Removing Excluded Assets		61


				Page
		10.6	Reports and Returns		62
		10.7	Assistance in Proceedings		62
		10.8	Noncompetition, Nonsolicitation and Nondisparagement		62
		10.9	Customer and Other Business Relationships		63
		10.10	Retention of and Access to Records		64
		10.11	Further Assurances		64
		10.12	TCE Sealant		64
		10.13	Master Lease Payments		64
		10.14	Effective Date		64

11.	INDEMNIFICATION; REMEDIES				65

		11.1	Survival		65
		11.2	Indemnification and Reimbursement by Seller		65
		11.3	Indemnification and Reimbursement by Seller — Environmental Matters		66
		11.4	Indemnification and Reimbursement by Buyer		74
		11.5	Limitations on Amount — Seller		76
		11.6	Limitations on Amount — Buyer		76
		11.7	Time Limitations		76
		11.8	Right of Setoff		77
		11.9	Third-Party Claims		78
		11.10	Direct Claims		79
		11.11	Insurance; Tax		79
		11.12	Limitation on Consequential Damages		80
		11.13	Payment of Claims		80
		11.14	Exclusive Means		80
		11.15	Indemnification in Case of Strict Liability or Indemnitee Negligence		80
		11.16	Facility Lease		80

12.	CONFIDENTIALITY				81

		12.1	Definition of Confidential Information		81
		12.2	Restricted Use of Confidential Information		82
		12.3	Exceptions		82
		12.4	Legal Proceedings		82
		12.5	Return or Destruction of Confidential Information		83
		12.6	Attorney-Client Privilege		83
		12.7	Tax Disclosure		83

13.	GENERAL PROVISIONS				84

		13.1	Expenses		84
		13.2	Public Announcements		84
		13.3	Notices		84
		13.4	Jurisdiction; Service of Process		85
		13.5	Enforcement of Agreement		85
		13.6	Waiver; Remedies Cumulative		86

iii


		Page
13.7	Entire Agreement and Modification		86
13.8	Disclosure Schedule		86
13.9	Assignments, Successors and No Third-Party Rights		86
13.10	Severability		87
13.11	Construction		87
13.12	Time of Essence		87
13.13	Governing Law		87
13.14	Execution of Agreement		87

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (“Agreement”) is dated July 1, 2003, between GT Acquisition Company, a Delaware corporation (“Buyer”) and Greenville Tube, LLC, a Delaware limited liability company (“Seller”).

RECITALS

Chart, Inc., a Delaware corporation (“Member”), owns one hundred percent (100%) of the issued and outstanding equity interest of Seller. Seller is, and since February 24, 2002, has been, in the business of manufacturing and selling steel and stainless steel tubing (the “Business”). From January 1, 2000, through June 30, 2000, Member, through an incorporated subsidiary, Chart Holdings, Inc., a Delaware Corporation (“CHI”), operated the Business. From July 1, 2000 through February 23, 2002, Member through an unincorporated division, operated the Business. Before January 1, 2000, Member’s wholly owned subsidiary, Greenville Tube Corporation, an Arkansas corporation (“GTC,” and, together with CHI and Member, the “Prior Owner”) operated the Business. Member is a wholly owned subsidiary of Chart Industries, Inc., a Delaware corporation (“Parent”). Seller desires to sell, and Buyer desires to purchase, the Assets of Seller for the consideration and on the terms set forth in this Agreement.

The parties, intending to be legally bound, agree as follows:

1. DEFINITIONS AND USAGE .

1.1 Definitions . For purposes of this Agreement, the following terms and variations thereof have the meanings specified or referred to in this Section 1.1:

“Accounts Receivable” — (a) all trade accounts receivable and other rights to payment from customers of Seller and the full benefit of all security for such accounts or rights to payment, including all trade accounts receivable representing amounts receivable in respect of goods shipped or products sold or services rendered to customers of Seller, (b) all other accounts or notes receivable of Seller and the full benefit of all security for such accounts or notes, and (c) any claim, remedy or other right related to any of the foregoing.

“Active Employees” — as defined in Section 10.1(a).

“ADEQ Consent Order” — the Arkansas Department of Environmental Quality Consent Administrative Order #LIS 99-152, issued June 30, 1999, and any amendments thereto.

“Adjustment Amount” — as defined in Section 2.8.

“Affiliate” — with respect to a Person (the “First Person”), any other Person who controls, is under common control with, or is controlled by the First Person.

“Appurtenances” — all privileges, rights, easements, hereditaments, and appurtenances belonging to or for the benefit of the Land, including all easements appurtenant to and for the benefit of any Land (a “Dominant Parcel”) for, and as the primary means of access between, the Dominant Parcel and a public way, or for any other use upon which lawful use of the Dominant

Parcel for the purposes for which it is presently being used is dependent, and all rights of Seller existing in and to any streets, alleys, passages and other rights-of-way included thereon or adjacent thereto (before or after vacation thereof) and vaults beneath any such streets.

“Assets” — as defined in Section 2.1.

“Assignment and Assumption Agreement” — as defined in Section 2.7(a)(ii).

“Assumed Contracts” — as defined in the definition of “Breach.”

“Assumed Liabilities” — as defined in Section 2.4(a).

“Balance Sheet” — as defined in Section 3.4.

“Best Efforts” — the efforts that a reasonably prudent Person desirous of achieving a result would use in similar circumstances to achieve that result as expeditiously as possible, provided, however, that a Person required to use Best Efforts under this Agreement will not be thereby required to take actions that would, in the reasonable sole determination of such Person, result in a material adverse change in the benefits to such Person of this Agreement and the Contemplated Transactions or to dispose of or make any change to its business, expend any funds in excess of Five Thousand Dollars ($5,000.00) or incur any other material burden.

“Bill of Sale” — as defined in Section 2.7(a)(i).

“Breach” — any breach of, or any inaccuracy in, any representation or warranty or any breach of, or failure to perform or comply with, any covenant or obligation, in or of this Agreement, or any agreement or instrument executed and delivered by the parties hereto or their Affiliates in connection with the transactions contemplated by this Agreement, or any contract which is being assigned to or assumed by Buyer (the “Assumed Contracts”) (which are listed on Part 1.1(a) of the Disclosure Schedule), or any event that with the passing of time or the giving of notice, or both, would constitute such a breach, inaccuracy or failure.

“Bulk Sales Laws” — as defined in Section 5.10.

“Business” — as defined in the Recitals.

“Business Day” — any day other than (a) Saturday or Sunday or (b) any other day on which banks in Delaware are permitted or required to be closed.

“Buyer” — as defined in the first paragraph of this Agreement.

“Buyer Change of Control”—shall mean any of the following: (a) a liquidation, dissolution or winding up of the affairs Buyer (whether voluntary or involuntary), (b) the merger or consolidation of Buyer with or into another Person in a transaction pursuant to which the Investor Group, including its Affiliates, fails, directly or indirectly, to retain record or beneficial ownership or control in excess of 50% of the voting power of the surviving Person, (c) a sale by the Investor Group of more than 50% of the voting power of Buyer, excluding sales by members of the Investor Group to other members of the Investor Group or their Affiliates, (d) a sale of all

or substantially all of the assets of Buyer, the consummation of which occurred when the Investor Group owned in excess of 50% of the voting power of Buyer, and (e) any capital reorganization or other transaction which creates a situation which is substantially similar to the situation that would result from any transaction described in the foregoing clauses (a) through (d).

“Buyer Indemnified Persons” — as defined in Section 11.2.

“Closing” — as defined in Section 2.6.

“Closing Date” — the date on which the Closing actually takes place.

“Closing Financial Statements” — as defined in Section 2.9(b).

“Closing Working Capital” — as defined in Section 2.9(b).

“COBRA” — as defined in Section 3.16(f).

“Code” — the Internal Revenue Code of 1986.

“Confidential Information” — as defined in Section 12.1.

“Consequential Damages” — incidental, special, derivative or punitive damages or any loss or liability arising from lost property, lost business opportunities, diminution of value, damage to reputation or lost profits or damages based upon a multiple of earnings, EBITDA, or cash flow.

“Consent” — any approval, consent, ratification, waiver or other authorization.

“Contemplated Transactions” — all of the transactions contemplated by this Agreement and the agreements executed and delivered hereunder.

“Contingent Note” — as defined in Section 2.12.

“Contract” — any legally binding agreement, contract, Lease, consensual obligation, promise or undertaking (whether written or oral and whether express or implied).

“Copyrights” — as defined in Section 3.25(a)(iii).

“Core Business” — the products and product lines produced, marketed or sold by Seller on the Closing Date and during the six (6) month period immediately preceding the Closing Date. Core Business shall not include other businesses, products, or product lines that Buyer adds or acquires after the Closing Date.

“Damages” — as defined in Section 11.2 and, except as otherwise provided in this Agreement excludes Consequential Damages.

“Disclosure Schedule” — the disclosure schedule delivered by Seller to Buyer concurrently with the execution and delivery of this Agreement.

“Diversion Agreement” — as defined in Section 2.2(m).

“Earnout Agreement” — as defined in Section 2.7(a)(xii).

“EBITDA” — as defined in the Earnout Agreement.

“Effective Time” — the time of the closing of Seller’s business on the Closing Date.

“Employee Plans” — as defined in Section 3.16(a).

“Encumbrance” — any charge, claim, community or other marital property interest, condition, equitable interest, lien, option, pledge, security interest, mortgage, right of way, easement, encroachment, servitude, right of first option, right of first refusal or similar restriction, including any restriction on use, voting (in the case of any security or equity interest), transfer, receipt of income or exercise of any other attribute of ownership.

“Environment” — soil, land surface or subsurface strata, surface waters (including navigable waters and ocean waters), groundwaters, drinking water supply, stream sediments and ambient air (including indoor air).

“Environmental Claims” — any Third Party Claim relating to any Environmental Liabilities or any demand by a Third Party in connection with a proposed acquisition of the Assets from Buyer or a proposed loan to Buyer relating to any Environmental Liabilities.

“Environmental Law” — any applicable Federal, state, or local law, statute, ordinance, code, rule, regulation, authorization, permit, judgment, decision, order, decree, or rule of common law which pertains to the Environment or any Hazardous Material and shall include, without limitation, the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. Section 11001, et seq., the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601, et seq., the National Environmental Policy Act, 42 U.S.C. Section 4331, et seq., the Oil Pollution Act, 33 U.S.C. Section 2701, et seq., the Rivers and Harbors Act of 1899, 33 U.S.C. Section 401, et seq., the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. Section 136, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Federal Water Pollution Control Act, 33 U.S.C. Section 1251, et seq., the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq., the Safe Drinking Water Act, 42 U.S.C. 300f, et seq., the Arkansas Water and Pollution Control Act, Sec. 8-4-101, Arkansas Code, et seq., the Arkansas Solid Waste Management Act, Sec. 8-6-201, Arkansas Code, et seq., the Solid Waste Management and Recycling Fund Act, Sec. 8-6-601 Arkansas Code, et seq., the Hazardous Waste Management Act, Sec. 8-7-201, Arkansas Code, et seq., Arkansas Resource Reclamation Act of 1979, Sec. 8-7-301, Arkansas Code, et seq., the Emergency Response Fund Act, Sec. 8-7-401, Arkansas Code, et seq., the Remedial Action Trust Fund Act, Sec. 8-7-501, Arkansas Code, et seq.

“Environmental Liabilities” — any liabilities for personal injury, property damage, fines, penalties, Remedial Action or other costs and expenses incurred in connection with any Environmental Law or Occupational Health and Safety Law, including those consisting of or relating to:

	(a)		any disposal, discharge, Release or presence in the Environment of any Hazardous Material on, under or from the Facility;

	(b)		any fine, penalty, judgment, award, settlement, legal or administrative proceeding, damages, loss, claim, demand or response, investigation, remedial or inspection cost or expense arising under any Environmental Law or Occupational Health and Safety Law;

	(c)		financial responsibility under any Environmental Law or Occupational Health and Safety Law for cleanup costs or corrective action, including any investigation, cleanup, removal, containment or other remediation or response actions (“Cleanup”) and for any natural resource damages; or

	(d)		any other compliance, corrective, investigative, or remedial measure required under any Environmental Law or Occupational Safety and Health Law.

The terms “removal,” “remedial,” and “response action” include the types of activities covered by the United States Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA).

“ERISA” — Employee Retirement Income Security Act of 1974.

“Exchange Act” — the Securities Exchange Act of 1934.

“Excluded Assets” — as defined in Section 2.2

“Facility” or “Facilities” — the Real Property and the Tangible Personal Property used or operated by Seller at the Real Property.

“Facility Lease” — as defined in Section 2.7(a)(iii).

“GAAP” — generally accepted accounting principles for financial reporting in the United States, as in effect from time to time, applied on a basis consistent with the basis on which the Balance Sheet and the other financial statements referred to in Section 3.4 were prepared.

“Governing Documents” — with respect to any particular entity, (a) if a corporation, the articles or certificate of incorporation and the bylaws; (b) if a general partnership, the partnership agreement and any statement of partnership; (c) if a limited partnership, the limited partnership agreement and the certificate of limited partnership; (d) if a limited liability company, the articles of organization or certificate of formation and operating agreement; (e) if another type of Person, any other charter or similar document adopted or filed in connection with the creation, formation or organization of the Person; (f) all equityholders’ agreements, voting agreements, voting trust agreements, joint venture agreements, registration rights agreements or other agreements or documents relating to the organization, management or operation of any Person or relating to the rights, duties and obligations of the equityholders of any Person; and (g) any amendment or supplement to any of the foregoing.

“Governmental Authorization” — any Consent, license, registration or permit issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to any Legal Requirement.

“Governmental Body” — any:

	(a)		nation, state, county, city, town, borough, village, district or other jurisdiction;

	(b)		federal, state, local, municipal, or other government;

	(c)		governmental or quasi-governmental authority of any nature (including any agency, branch, department, board, commission, court, tribunal or other entity exercising governmental or quasi-governmental powers);

	(d)		body exercising or legally entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; or

	(e)		official of any of the foregoing.

“Greenville Property” — the real property and improvements thereon located at 451 4th Street, Greenville, Pennsylvania, formerly owned by GTC.

“GTC” — Greenville Tube Corporation, an Arkansas corporation and wholly owned subsidiary of Member that until 1999 owned the Owned Real Property and operated the business currently operated by Seller.

“GT Proceeding” — means the proceedings related to that certain Diversion Agreement.

“Hazardous Material” — any substance, material or waste which is regulated by any Environmental Law, including any material, substance or waste which is defined as a “hazardous waste,” “hazardous material,” “hazardous substance,” “extremely hazardous waste,” “restricted hazardous waste,” “pollution,” “contaminant,” “toxic waste” or “toxic substance” under any provision of Environmental Law, and including petroleum, petroleum products, asbestos, or asbestos-containing material, urea formaldehyde and polychlorinated biphenyls.

“Hired Active Employees” — as defined in Section 10.1(b)(i) and listed on Exhibit 10.1(b)(i).

“Improvements” — all buildings, structures, fixtures and improvements located on the Land.

“Indemnified Person” — as defined in Section 11.9.

“Indemnifying Person” — as defined in Section 11.9.

“Intellectual Property Assets” — as defined in Section 3.25(a).

“Interim Balance Sheet” — as defined in Section 3.4

“Inventories” — all inventories of Seller, wherever located, including all finished goods, work in process, raw materials, spare parts and all other materials and supplies to be used or consumed by Seller in the production of finished goods.

“Investor Group”— C.F.B. Venture Fund I, Inc., MidStates Capital L.P., Diamond State Ventures Limited Partnership, Hickory Venture Capital Corporation, and Alpha Capital III SBIC, L.P., collectively.

“IRS” — the United States Internal Revenue Service and, to the extent relevant, the United States Department of the Treasury.

“Knowledge” — a named individual acting within the scope of his or her authority will be deemed to have Knowledge of a particular fact or other matter if:

	(a)		the named individual is actually aware of that fact or matter; or

	(b)		the named individual would discover such fact or matter after conducting a reasonable investigation (consistent with his or her duties) of the books and Records, and making reasonable inquiry of employees, agents, and representatives of Seller and the Prior Owner regarding the accuracy of an applicable representation or warranty contained in this Agreement.

For the purposes of this Agreement, the term “named individual” shall mean Michael Biehl, Charles E. Downs, Richard L. Vareha, Harry R. Holstead, and Larry B. McGaslin.

A Person (other than an individual) will be deemed to have Knowledge of a particular fact or other matter if any named individual who is serving as a director, officer, partner, or trustee of that Person (or in any similar capacity) has Knowledge of that fact or other matter (as set forth in (a) and (b) above), and any such individual will be deemed to have conducted a reasonably comprehensive investigation regarding the accuracy of the representations and warranties made herein by or about such Person.

“Land” — all parcels and tracts of land in which Seller has an ownership or leasehold interest.

“Lease” — any Real Property lease or any lease or rental agreement, license, right to use or installment and conditional sale agreement to which Seller is a party, other than the Facility Lease, and any other Seller Contract pertaining to the leasing or use of any Tangible Personal Property.

“Lease Assignment” — as defined in Section 2.7(a)(iii).

“Leased Real Property” — the Land, Appurtenances located at 316 Hadley Road, Greenville, Pennsylvania 16125-9700, and the subject of the Office Lease.

“Legal Requirement” — any federal, state, local, municipal, foreign or other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty in existence prior to or as of the Closing Date.

“Liability” — with respect to any Person, any liability or obligation of such Person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise, and whether or not the same is required to be accrued on the financial statements of such Person.

“Marks” — as defined in Section 3.25(a)(i).

“Material Consents” — as defined in Section 7.1.

“Member” — Chart, Inc., a Delaware corporation that is a wholly owned subsidiary of Parent.

“Occupational Safety and Health Law” — any Legal Requirement designed to provide safe and healthful working conditions and to reduce occupational safety and health hazards, including the Occupational Safety and Health Act.

“Office Lease” — that certain Lease entered into in 1978, between Seller as lessee and Diane L. Frye as assignee of the original lessor, Gordon A. Frye, relating to the Leased Real Property, as amended.

“Office Lessor” — Diane L. Frye as assignee of the original lessor under the Office Lease.

“Order” — any order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Body or arbitrator.

“Ordinary Course of Business” — an action taken by a Person will be deemed to have been taken in the Ordinary Course of Business only if that action:

	(a)		is consistent in all material respects in nature, scope and magnitude with the past practices of such Person and is taken in the ordinary course of the normal, day-to-day operations of such Person; and

	(b)		does not require authorization by the board of directors, board of managers, shareholders, partners, or members of such Person (or by any Person or group of Persons exercising similar authority).

“Owned Real Property” — the Land, Appurtenances, and Improvements located at 501 South Montgomery Street, Clarksville, Arkansas.

“Parent” — Chart Industries, Inc.

“Patents” — as defined in Section 3.25(a)(ii).

“Permitted Encumbrances” — as defined in Section 3.9 and Part 3.9(a) of the Disclosure Schedule.

“Petty Cash” — cash balances of Seller’s accounts listed on Exhibit 2.3.

“Person” — an individual, partnership, corporation, business trust, limited liability company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture or other entity or a Governmental Body.

“Prepaid Expenses” — all rights of Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof.

“Prior Owner” — as defined in the Recitals.

“Proceeding” — any action, arbitration, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, judicial or investigative whether public or private) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Body or arbitrator, including any agreement related to the resolution of any of the foregoing.

“Promissory Note” as defined in Section 2.7(b)(ii).

“Purchase Price” — as defined in Section 2.3.

“Purchased Inventories” — as defined in Section 2.1(c).

“Purchased Receivables” — as defined in Section 2.1(d).

“Real Property” — the Owned Real Property and Leased Real Property, collectively.

“Record” — information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

“Related Person” —

With respect to a particular individual:

	(a)		each other member of such individual’s Family;

	(b)		any Person that is directly or indirectly controlled by any one or more members of such individual’s Family;

	(c)		any Person in which members of such individual’s Family hold (individually or in the aggregate) a Material Interest; and

	(d)		any Person with respect to which one or more members of such individual’s Family serves as a director, officer, partner, executor or trustee (or in a similar capacity).

With respect to a specified Person other than an individual:

	(a)		any Person that directly or indirectly controls, is directly or indirectly controlled by or is directly or indirectly under common control with such specified Person;

	(b)		any Person that holds a Material Interest in such specified Person;

	(c)		any person that serves as a director, officer, partner, executor or trustee of such specified Person (or in a similar capacity);

	(d)		any Person in which such specified Person holds a Material Interest; and

	(e)		any Person with respect to which such specified Person serves as a general partner or a trustee (or in a similar capacity).

For purposes of this definition, (a) “control” (including “controlling,” “controlled by,” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and shall be construed as such term is used in the rules promulgated under the Securities Act; (b) the “Family” of an individual includes (i) the individual, (ii) the individual’s spouse, (iii) any other natural person who is related to the individual or the individual’s spouse within the second degree and (iv) any other natural person who resides with such individual; and (c) “Material Interest” means direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of voting securities or other voting interests representing at least twenty percent (20%) of the outstanding voting power of a Person or equity securities or other equity interests representing at least twenty percent (20%) of the outstanding equity securities or equity interests in a Person.

“Release” — any release, spill, emission, leaking, pumping, pouring, dumping, emptying, injection, deposit, disposal, discharge, dispersal, leaching or migration on or into the Environment or into or out of any property.

“Remedial Action” — all actions, including any capital expenditures, undertaken (a) to clean up, remove or treat any Hazardous Material; (b) to minimize the extent of a Release of any Hazardous Material so that it does not migrate or endanger or threaten to endanger public health or welfare or the Environment; (c) to perform studies and investigations of a Release of any Hazardous Material or post-remedial monitoring and care after such a Release of Hazardous Material has been cleaned up, removed, or treated; or (d) to correct all violations or alleged violations of Environmental Law that occurred prior to the Closing Date.

“Representative” — with respect to a particular Person, any director, officer, manager, employee, agent, consultant, advisor, accountant, financial advisor, investment banker, or legal counsel of that Person.

“Retained Liabilities” — as defined in Section 2.4(b).

“Sale Transaction” — as defined in the Earnout Agreement.

“SEC” — the United States Securities and Exchange Commission.

“Securities Act” — as defined in Section 3.3.

“Seller” — as defined in the first paragraph of this Agreement.

“Seller Contract” — any Contract (a) under which Seller has or may acquire any rights or benefits; (b) under which Seller has or may become subject to any obligation or liability; or (c) by which Seller or any of the assets owned or used by Seller is or may become bound.

“Software” — all computer software and subsequent versions thereof, including source code, object, executable or binary code, objects, comments, screens, user interfaces, report formats, templates, menus, buttons and icons and all files, data, materials, manuals, design notes and other items and documentation related thereto or associated therewith, other than “off-the-shelf” software with a retail price of Two Hundred Dollars ($200.00) or less.

“Subsidiary” — with respect to any Person (the “Owner”), any corporation or other Person of which securities or other interests having the power to elect a majority of that corporation’s or other Person’s board of directors or similar governing body, or otherwise having the power to direct the business and policies of that corporation or other Person (other than securities or other interests having such power only upon the happening of a contingency that has not occurred), are held by the Owner or one or more of its Subsidiaries.

“Tangible Personal Property” — all machinery, equipment, tools, furniture, office equipment, computer hardware and peripherals, production equipment, supplies, materials, vehicles and other items of tangible personal property (other than Inventories) of every kind owned or leased by Seller (wherever located and whether or not carried on Seller’s books), together with any express or implied warranty by the manufacturer, seller, or lessor of any item or component part thereof and all maintenance records and other documents relating thereto.

“Tax” — any income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental, windfall profit, customs, vehicle, airplane, boat, vessel or other title or registration, capital stock, franchise, employees’ income withholding, foreign or domestic withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer, value added, alternative, add-on minimum and other tax, fee, assessment, levy, tariff, charge or duty of any kind whatsoever and any interest, penalty, addition or additional amount thereon imposed, assessed or collected by or under the authority of any Governmental Body or payable under any tax-sharing agreement or any other Contract.

“Tax Return” — any return (including any information return), report, statement, schedule, notice, form, declaration, claim for refund or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Legal Requirement relating to any Tax.

“TCE Contamination” — any trichloroethylene (“TCE”), 1,1,1-trichloroethane or any chemical to which they break down in the environment (such as 1,1-dichloroethane, 1,2-dichloroethene, and 1,1-dichloroethene) that was (i) present on or before the Closing Date on or at the Facilities (or present on any other property, if such TCE Contamination emanated from any Facility or the Greenville Property and was present on or emanated from any Facility or the Greenville Property, on or prior to the Closing Date) or (ii) Released by any Person on or at any Facilities, Assets, or the Greenville Property at any time on or prior to the Closing Date.

“TCE Remedial Action” — any Remedial Action required pursuant to the ADEQ Consent Order.

“Third Party” — a Person that is not a party to this Agreement.

“Third-Party Claim” — any claim against any Indemnified Person by a Third Party, including a claim made by a Governmental Body, whether or not involving a Proceeding.

“Threat of Release” — a reasonable likelihood of a Release in violation of Environmental Law that would reasonably be likely to require action in order to prevent or mitigate damage to the Environment that may result from such Release.

“Transaction Documents” — as defined in Section 2.2(j).

“WARN Act” — as defined in Section 3.23(d).

1.2

USAGE

(a)

Interpretation . In this Agreement, unless a clear contrary intention appears:

	(i)		the singular number includes the plural number and vice versa;

	(ii)		reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Agreement, reference to a Person in a particular capacity excludes such Person in any other capacity or individually, and reference to a Person does not include the Person’s predecessors unless specifically indicated to the contrary;

	(iii)		reference to any gender includes each other gender;

	(iv)		reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof;

	(v)		reference to any Legal Requirement in any representation or warranty means such Legal Requirement as amended, modified, codified, replaced or reenacted, in whole or in part, and currently

			or previously in effect, including all currently or previously effective rules and regulations promulgated thereunder;

	(vi)		“hereunder,” “hereof,” “hereto,” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Article, Section or other provision hereof;

	(vii)		“including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term;

	(viii)		“or” is used in the inclusive sense of “and/or”;

	(ix)		with respect to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding”; and

	(x)		references to documents, instruments or agreements shall be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto.

	(b)		Accounting Terms and Determinations . Unless otherwise specified herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP.

	(c)		Legal Representation of the Parties . This Agreement was negotiated by the parties with the benefit of legal representation, and any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any party shall not apply to any construction or interpretation hereof.

SALE AND TRANSFER OF ASSETS; CLOSING.

2.1

Assets to be Sold

Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in and to all of Seller’s property and assets, tangible and intangible, of every kind and description, wherever located, including the following (but excluding the Excluded Assets):

	(a)		Petty Cash;

	(b)		all Tangible Personal Property, including those items (including trade fixtures) described in Part 2.1(b) of the Disclosure Schedule;

	(c)		all Inventories existing on the Closing Date, all of which are listed on Part 2.1(c) of the Disclosure Schedule (the “Purchased Inventory”);

	(d)		all Accounts Receivable existing on the Closing Date other than those excluded under Section 2.2(l), all of which are listed on Part 2.1(d) of the Disclosure Schedule (the “Purchased Receivables”);

	(e)		except as provided in Section 2.2(e), all Seller Contracts that are Assumed Contracts, all of which are listed in Part 3.20(a) of the Disclosure Schedule (including all outstanding offers or solicitations made by or to Seller to enter into any Contract, all of which are also separately listed on Part 3.20(a) of the Disclosure Schedule);

	(f)		all Governmental Authorizations and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Part 3.17(b) of the Disclosure Schedule;

	(g)		other than any Records related to the Diversion Agreement or matters related to it, all data and Records related to the operations of Seller, including client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(f); provided, however, that Seller may retain copies of such Records;

	(h)		all of the intangible rights and property of Seller, including Intellectual Property Assets and the names “Greenville Tube, LLC,” “Greenville Tube Corporation” and “Greenville Tube,” going concern value, goodwill, telephone, telecopy and e-mail addresses and listings and those items listed in Parts 3.25(d), (e), (f) and (h) of the Disclosure Schedule;

	(i)		all claims of Seller against third parties relating to the Assets, whether choate or inchoate, known or unknown, contingent or noncontingent, including all such claims listed in Part 2.1(i) of the Disclosure Schedule; and

	(j)		all Prepaid Expenses, other than those listed in Parts 2.2(c) and 2.2(h) of the Disclosure Schedule.

All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.”

Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 2.4(a).

2.2

Excluded Assets .

Notwithstanding anything to the contrary contained in Section 2.1 or elsewhere in this Agreement, the following assets of Seller (collectively, the “Excluded Assets”) are not part of the sale and purchase contemplated hereunder, are excluded from the Assets and shall remain the property of Seller after the Closing:

	(a)		the Owned Real Property, subject to the rights of Buyer under the Facility Lease;

	(b)		all minute books, equity security Records, company seals, and Records related to the Member’s capital contributions to the Seller;

	(c)		those rights relating to the deposits and prepaid expenses and claims for refunds and rights to offset in respect thereof listed in Part 2.2(c) of the Disclosure Schedule;

	(d)		all insurance policies and rights thereunder;

	(e)		each of the Seller Contracts (including any and all software licenses which are not assignable) that is not an Assumed Contract, including, without limitation, those listed in Part 2.2(e) of the Disclosure Schedule, and any employment, severance, termination, salary continuation, retention, stay-bonus, or similar agreements with Seller’s employees;

	(f)		all personnel Records and other Records that Seller is required by law to retain in its possession;

	(g)		all Tax assets;

	(h)		all claims for refund of Taxes and other governmental charges listed on Part 2.2(h) of the Disclosure Schedule;

	(i)		all rights in connection with and assets of the Employee Plans;

	(j)		all rights of Seller under this Agreement, the Earnout Agreement, the Facility Lease, the Bill of Sale, the Assignment and Assumption Agreement, the Lease Assignment, Assignment of Intellectual Property, Noncompetition Agreement, the Subordination Agreement, the Buyer Subordination Agreement, the Promissory Note, and the Contingent Note, (collectively, the “Transaction Documents”);

	(k)		except as otherwise agreed by Buyer and Seller, all insurance benefits, insurance policies and all prepaid insurance premiums of Seller;

	(l)		all accounts receivable from the Member or any Related Person of Seller or the Member;

	(m)		that certain Agreement for Pre-Trial Diversion executed by Seller on July 2, 2002 in connection with the GT Proceeding and any other agreement, instrument, or document associated therewith (collectively, the “Diversion Agreement”);

	(n)		the ADEQ Consent Order and all other agreements of Seller and its Affiliates with the ADEQ;

	(o)		all of Seller’s cash, cash equivalents, and short term investments (except Petty Cash); and

	(p)		any and all rights in or to the names “Chart,” “Chart Industries,” or any derivative thereof.

2.3

Consideration .

The consideration for the Assets (the “Purchase Price”) will be (a) Fifteen Million Five Hundred Thousand Dollars ($15,500,000.00) plus the amount of Petty Cash plus or minus the Adjustment Amount and (b) the assumption of the Assumed Liabilities. In accordance with Section 2.7(b), at the Closing, the Purchase Price, prior to adjustment on account of the Adjustment Amount, shall be delivered by Buyer to Seller as follows: (a) Thirteen Million Four Hundred Fifty Thousand Dollars ($13,450,000.00) by wire transfer; (b) One Million Nine Hundred Fifty Thousand Dollars ($1,950,000.00) payable in the form of the Promissory Note; (c) a check in the amount of the Petty Cash; and (d) the balance of the Purchase Price by the execution and delivery of the Assignment and Assumption Agreement. The Adjustment Amount shall be paid in accordance with Section 2.8. As additional consideration for the Assets, Seller may receive additional payments resulting from the adjustments to the Promissory Note that may occur pursuant to the Earnout Agreement identified in Section 2.7(a)(xii). Not included in the Purchase Price are amounts that may become payable under the Earnout Agreement and Contingent Note.

2.4

Liabilities .

(a)

Assumed Liabilities . On the Closing Date, but effective as of the Effective Time, Buyer shall assume and agree to discharge only the following Liabilities of Seller (the “Assumed Liabilities”):

	(i)		any trade account payable listed on Part 2.4(a)(i) of the Disclosure Schedule (other than a trade account payable to the Member, Parent or a Related Person of Seller, Parent, or the Member);

	(ii)		any unpaid accrued expenses of the kind described on Part 2.4(a)(ii) of the Disclosure Schedule;

	(iii)		any Liability to Seller’s customers incurred by Seller in the Ordinary Course of Business for nondelinquent orders outstanding as of the Effective Time reflected on Seller’s books (other than any

			Liability arising out of or relating to a Breach that occurred prior to the Effective Time);

	(iv)		any Liability to Seller’s customers under written warranty agreements in the forms disclosed in Part 2.4(a)(iv) of the Disclosure Schedule given by Seller to its customers in the Ordinary Course of Business prior to the Effective Time (other than a Liability arising out of or relating to a Breach that occurred before the Effective Time); and

	(v)		any Liability arising after the Effective Time under the Assumed Contracts (other than any Liability arising under the Seller Contracts described on Part 2.4(a)(v) of the Disclosure Schedule or arising out of or relating to a Breach that occurred prior to the Effective Time).

(b)

Retained Liabilities . The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. “Retained Liabilities” shall mean every Liability of Seller other than the Assumed Liabilities, including:

	(i)		any Liability arising out of or relating to products of Seller to the extent manufactured or sold prior to the Effective Time other than to the extent assumed under Section 2.4(a)(iii), (iv) or (v) and Buyer’s obligations under Section 11.2(d);

	(ii)		any Liability under any Assumed Contract that arises after the Effective Time but that arises out of or relates to any Breach that occurred prior to the Effective Time;

	(iii)		any Liability for Taxes not specifically assumed under Section 2.4(a), including (A) any Taxes arising as a result of Seller’s or the Prior Owner’s operation of its business or ownership of the Assets before the Effective Time, (B) any Taxes that will arise, as a result of the sale of the Assets pursuant to this Agreement but excluding Taxes relating to the transfer and registration of any vehicles included in the Assets listed on Part 2.4(b)(iii) of the Disclosure Schedule that Buyer will assume and pay, and (C) any deferred Taxes of any nature;

	(iv)		any Liability (including interest) under any Seller Contract (other than the Assumed Contracts), including any Liability arising out of or relating to Seller’s credit facilities or any security interest related thereto or any liability under any retention or salary continuation agreement with employees of Seller;

	(v)		any Environmental Liabilities of Seller or any of its Related Persons that relate to acts, omissions or the condition of the Facilities or any other property on or prior to the Closing Date;

	(vi)		any Liability arising out of, or relating to Seller’s failure to comply with the ADEQ Consent Order;

	(vii)		any Liability of Seller or any of its Related Persons under the Employee Plans (including liability for any underfunding and accrued expenses for group insurance) or relating to sick leave, workers’ compensation, unemployment benefits, pension benefits, employee equity security option or profit-sharing plans, health care plans or benefits or any other employee plans or benefits of any kind (including payment of all life insurance premiums and life insurance death benefits relating to all life insurance policies offered by Seller, whether Seller is self-insured for the same or not, including, without limitation, those set forth on Part 3.32(b) of the Disclosure Schedule) for Seller’s employees or former employees or both;

	(viii)		any Liability of Seller or any of its Related Persons under any employment, severance, retention, stay bonus, salary continuation, or termination agreement with any employee of Seller or any of its Related Persons;

	(ix)		any Liability of Seller or any of its Related Persons arising out of or relating to any employee grievance with respect to any period before the Effective Time;

	(x)		any Liability of Seller to the Member or Related Person of Seller or the Member;

	(xi)		any Liability of Seller or any of its Related Persons to indemnify, reimburse or advance amounts to any officer, manager, employee or agent of Seller;

	(xii)		any Liability of Seller to distribute to the Member or otherwise apply all or any part of the consideration received hereunder;

	(xiii)		any Liability of Seller or any of its Related Persons arising out of any Proceeding pending as of the Effective Time (including the GT Proceeding or the Diversion Order);

	(xiv)		any Liability of Seller or any of its Related Persons arising out of any Proceeding commenced after the Effective Time and arising out of or relating to any occurrence or event happening before the Effective Time, with the exception of any such Liability of Seller

			arising as a result of Buyer’s failure to perform or satisfy any Assumed Liability;

	(xv)		any Liability of Seller or any of its Related Persons arising out of or resulting from Seller’s compliance or noncompliance with any Legal Requirement or Order of any Governmental Body arising from, or related to, operation of the Business by Seller or the Prior Owner during the period prior to the Closing Date;

	(xvi)		any Liability of Seller or any of its Related Persons under this Agreement or any other document executed in connection with the Contemplated Transactions;

	(xvii)		any other Liability (other than an Assumed Liability) arising out of the ownership or operation of the Assets or the Facility before the Effective Time;

	(xviii)		any Liability of Seller or any of its Related Persons based upon Seller’s or such Related Person’s acts or omissions occurring after the Effective Time;

	(xix)		any Liability not specified in this Section 2.4(b) and excluded from assumption under Sections 2.4(a)(i)-(v); and

	(xx)		accrued expenses payable to or on behalf of the Member or a Related Person of the Seller or Member.

2.5

Allocation .

The Purchase Price shall be allocated in accordance with Exhibit 2.5. After the Closing, the parties shall make consistent use of the allocation, fair market value and useful lives specified in Exhibit 2.5 for all Tax purposes and in all filings, declarations and reports with the IRS and other taxing authorities in respect thereof, including the reports required to be filed under Section 1060 of the Code. Buyer shall prepare and deliver IRS Form 8594 to Seller within sixty-five (65) days after the Closing Date for Seller’s review and agreement, which shall not be unreasonably denied, withheld, or delayed, and the parties agree to each file a Form 8594 with the IRS following such form, except to the extent that they mutually agree to any changes to such form. Amounts payable under the Earnout Agreement or Contingent Note shall be allocated to goodwill if they are treated as part of the Purchase Price. In any Proceeding related to the determination of any Tax, neither Buyer nor Seller shall contend or represent that such allocation is not a correct allocation.

2.6

Closing .

The purchase and sale provided for in this Agreement (the “Closing”) will take place at the offices of Husch & Eppenberger, LLC, 190 Carondelet Plaza, Suite 600, St. Louis, Missouri 63105, commencing at 9:00 a.m. (local time) on July 1, 2003, unless Buyer and Seller otherwise agree.

2.7

Closing Obligations .

In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing:

(a)

Seller shall deliver to Buyer the following:

	(i)		a bill of sale for all of the Assets that are Tangible Personal Property in the form of Exhibit 2.7(a)(i) (the “Bill of Sale”) executed by Seller;

	(ii)		an assignment of all of the Assets that are intangible personal property other than Intellectual Property Assets in the form of Exhibit 2.7(a)(ii), which assignment shall also contain Buyer’s undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”) executed by Seller;

	(iii)		for each interest in Real Property identified on Parts 3.7 and 3.8 of the Disclosure Schedule, (x) a lease and memorandum of Lease in the form of Exhibit 2.7(a)(iii)(x) (collectively, the “Facility Lease”) executed by Seller, (y) an Assignment and Assumption of Lease in the form of Exhibit 2.7(a)(iii)(y) (the “Lease Assignment”), or (z) such other appropriate document or instrument of transfer, as the case may require, each in form and substance satisfactory to Buyer and its counsel and executed by Seller;

	(iv)		assignments of all Intellectual Property Assets and separate assignments of all registered Marks, Patents and Copyrights in the forms set forth in Exhibit 2.7(a)(iv) executed by Seller;

	(v)		a Registrant Name Change Agreement, executed by Seller, transferring the right to the website www.greenvilletube.com to Buyer, in the form of Exhibit 2.7(a)(v);

	(vi)		such other bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer and its legal counsel and executed by Seller;

	(vii)		noncompetition agreement in the form of Exhibit 2.7(a)(vii), executed by Seller, Member, and Parent (the “Noncompetition Agreement”);

	(viii)		evidence satisfactory to Buyer of the termination of the employment agreements and salary continuation agreements listed on Exhibit 2.7(a)(viii), on terms and conditions satisfactory to Seller;

	(ix)		a Guaranty in the form attached to this Agreement, executed by Member and Parent;

	(x)		a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller, certifying and attaching all requisite resolutions or actions of Seller’s sole manager and Member approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and the change of Seller’s name to GTC of Clarksville, LLC, and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions and accompanied by the requisite documents for amending the relevant Governing Documents of Seller required to effect such change of name in form sufficient for filing with the appropriate Governmental Body;

	(xi)		a certificate of the Secretary of the Member certifying as complete and accurate as of the Closing attached copies of the Governing Documents of the Member, certifying and attaching requisite resolutions of the Member’s board of directors approving the execution and delivery of this Agreement and the other agreements and documents relating to the Contemplated Transactions to be executed and delivered by the Member, and certifying to the incumbency and signatures of the officers of the Member executing this Agreement and any other agreements or documents relating to the Contemplated Transactions;

	(xii)		an Earnout Agreement in the form of Exhibit 2.7(a)(xii) executed by Seller (the “Earnout Agreement”);

	(xiii)		the consent of the lessor to the Lease Assignment of the Office Lease and the consent of any other lessor to the Lease Assignment of any other Leased Real Property;

	(xiv)		an owner’s affidavit related to the Owned Real Property in the form of Exhibit 2.7(a)(xiv) executed by Seller;

	(xv)		such affidavits as the issuer(s) of the title insurance policies specified in Section 7.3 may require;

	(xvi)		Consents, where required, of the other contracting Persons to the Assumed Contracts;

	(xvii)		A subordination agreement with the Buyer’s senior secured lender (or the agent thereof) (the “Subordination Agreement”) executed by Seller;

	(xviii)		A subordination agreement with Buyer (the “Buyer Subordination Agreement”) executed by Seller;

	(xix)		Nineteen Thousand Eight Hundred Eighty One Dollars Fifty-five Cents Dollars ($19,881.55), representing an amount equal to fifty percent (50%) of the fee payable by Buyer for the Phase II assessment conducted by Buyer pursuant to an Access Agreement between Seller and Capital for Business, Inc., dated December 9, 2002, which amount has been paid to Buyer through a reduction in the amount to be wire transferred to Seller under Section 2.7(b)(i); and

	(xx)		Such other agreements, documents, and instruments as Buyer may reasonably request, including, without limitation, certificates of good standing of Seller, Member, and Parent in their states of incorporation, Certificate of Seller’s good standing as a foreign corporation in the States of Arkansas and Pennsylvania, and Certificates of no tax due for Seller in the States of Arkansas and Pennsylvania.

(b)

Buyer shall deliver to Seller and Member, as the case may be:

(i)

Thirteen Million Four Hundred Fifty Thousand Dollars ($13,450,000.00) by wire transfer to the account set forth on Part 2.7(b)(i) of the Disclosure Schedule;

	(ii)		A promissory note executed by Buyer and payable to Seller in the principal amount of One Million Nine Hundred Fifty Thousand Dollars ($1,950,000.00) in the form of Exhibit 2.7(b)(ii) (the “Promissory Note”);

	(iii)		the Assignment and Assumption Agreement executed by Buyer;

	(iv)		the Facility Lease executed by Buyer

	(v)		the Lease Assignment executed by Buyer;

	(vi)		the Noncompetition Agreement executed by Buyer;

	(vii)		the Buyer Subordination Agreement executed by the Buyer;

	(viii)		a certificate of the Secretary of Buyer certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Buyer and certifying and attaching all requisite resolutions or actions of Buyer’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency

			and signatures of the officers of Buyer executing this Agreement and any other document relating to the Contemplated Transactions;

	(ix)		an Earnout Agreement in the form of Exhibit 2.7(a)(xii) executed by Buyer;

	(x)		Buyer check in the amount of the Petty Cash; and

	(xi)		Copies of (i) certificate of good standing of Buyer in Delaware, (ii) certificate of good standing of Buyer as a foreign corporation in Arkansas, and (iii) such other state certificates as Buyer simultaneously provides to LaSalle Business Credit, LLC.

2.8

Adjustment Amount and Payment .

The “Adjustment Amount” (which may be a positive or negative number) will be equal to the amount determined by subtracting the Closing Working Capital from Seven Million Five Hundred Twenty-Seven Thousand Seven Hundred Eighty Four Dollars ($7,527,784). If the Adjustment Amount is positive, the Adjustment Amount shall be paid by Seller first by reduction of the principal balance of the Promissory Note by such amount to fund payment of the Adjustment Amount and second, by wire transfer to an account specified by Buyer in the amount by which the Adjustment Amount exceeds the principal amount of the Promissory Note. If the Adjustment Amount is negative, the difference between the Closing Working Capital and Seven Million Five Hundred Twenty-Seven Thousand Seven Hundred Eighty Four Dollars ($7,527,784) shall be paid by increasing the principal balance of the Promissory Note by the amount of such Adjustment Amount. Within three (3) business days after the calculation of the Closing Working Capital becomes binding and conclusive on the parties pursuant to Section 2.9, the applicable reduction or increase of the principal balance of the Promissory Note, if any, shall automatically be effective and Seller shall make any wire transfer payment provided for in this Section 2.8.

2.9

Adjustment Procedure .

(a)

“Working Capital” as of a given date shall mean the amount calculated by subtracting (i) the sum on such date of Seller’s (1) trade accounts payable and listed on Part 2.4(a)(i) of the Disclosure Schedule, (2) accrued expenses specified in Section 2.4(a)(ii) and set for on Part 2.4(a)(ii) of the Disclosure Schedule, and (3) advances to its customers arising in the Ordinary Course of Business from (ii) the sum on such date of (1) the Purchased Receivables, (2) Prepaid Expenses and (3) the Purchased Inventory. Deferred Taxes shall not be included in items 1 through 3 of clause (ii) above. All amounts payable to or receivable from Related Persons of the Seller shall be excluded from the calculation of Working Capital on any date. Seller’s cash, cash equivalents, and short term investments shall not be included in the computation of Working Capital. In computing Working Capital, there shall be no accruals for product warranty or product return claims, and the parties shall include in accrued

			employee expenses only accruals for the Hired Active Employees that Buyer specifies on the Closing Date as employees it expects to hire. Accrued employee expenses shall not include accruals of retention bonuses or payments or amounts payable to pension or other retirement plans to which Seller contributes. Neither the Purchased Receivables nor the Purchased Inventory shall be subject to any reserves.

	(b)		Buyer shall prepare financial statements (“Closing Financial Statements”) of Seller as of the Effective Time in accordance with the accounting principles, policies and practices historically used by Seller and set forth on Exhibit 2.9. Buyer shall then determine the Working Capital as of the Effective Time (the “Closing Working Capital”) based upon the Closing Financial Statements and using the methodology specified in Section 2.9(a) and Exhibit 2.9. Buyer shall deliver the Closing Financial Statements and its determination of the Closing Working Capital to Seller within sixty (60) days following the Closing Date.

	(c)		If, within thirty (30) days following delivery of the Closing Financial Statements and the Closing Working Capital calculation, Seller has not given Buyer written notice of its objection as to the Closing Working Capital calculation (which notice shall state the basis of Seller’s objection in reasonable detail), then the Closing Working Capital calculated by Buyer shall be binding and conclusive on the parties and be used in computing the Adjustment Amount.

	(d)		If Seller duly gives Buyer such notice of objection, and if Seller and Buyer fail to resolve the issues outstanding with respect to the Closing Financial Statements and the calculation of the Closing Working Capital within thirty (30) days of Buyer’s receipt of Seller’s objection notice, Seller and Buyer shall submit the issues remaining in dispute to Grant Thornton LLP in Chicago, Illinois, (the “Independent Accountants”) for resolution applying the principles, policies and practices referred to in Section 2.9(a) and Exhibit 2.9. If issues are submitted to the Independent Accountants for resolution, (i) Seller and Buyer shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Buyer within sixty (60) days of the submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in the calculation of the Closing Working Capital; and (iii) Seller and Buyer will each bear fifty percent (50%) of the fees and costs of the Independent Accountants for


			such determination. Set forth on Exhibit 2.9.1 is a calculation of the estimated Working Capital of Seller as of June 30, 2003.

2.10

Consents .

(a)

If there are any Material Consents that have not yet been obtained (or otherwise are not in full force and effect as of the Closing, in the case of each Seller Contract as to which such Material Consents were not obtained (or otherwise are not in full force and effect) (the “Restricted Material Contracts”), Buyer may waive the closing conditions as to any such Material Consent and either:

	(i)		elect to have Seller continue its efforts to obtain the Material Consents; or

	(ii)		elect to have Seller retain that Restricted Material Contract and all Liabilities arising therefrom or relating thereto.

			If Buyer elects to have Seller continue its efforts to obtain any Material Consents, notwithstanding Sections 2.1 and 2.4, neither this Agreement nor the Assignment and Assumption Agreement nor any other document related to the consummation of the Contemplated Transactions shall constitute a sale, assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the Restricted Material Contracts, and following the Closing, the parties shall use Best Efforts, and cooperate with each other, to obtain the Material Consent relating to each Restricted Material Contract as quickly as practicable. Pending the obtaining of such Material Consents relating to any Restricted Material Contract, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the benefits of use of the Restricted Material Contract for its term (or any right or benefit arising thereunder, including the enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereunder). Once a Material Consent for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Material Contract is obtained, Seller shall promptly assign, transfer, convey and deliver such Restricted Material Contract to Buyer, and Buyer shall assume the obligations under such Restricted Material Contract assigned to Buyer from and after the date of assignment to Buyer pursuant to a special-purpose assignment and assumption agreement substantially similar in terms to those of the Assignment and Assumption Agreement (which special-purpose agreement the parties shall prepare, execute and deliver in good faith at the time of such transfer, all at no additional cost to Buyer).

(b)

If there are any Consents not listed on Exhibit 7.1 necessary for the assignment and transfer of any Assumed Contracts (the “Nonmaterial

Consents”) which have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, Buyer shall elect at the Closing, in the case of each of the Seller Contracts as to which such Nonmaterial Consents were not obtained (or otherwise are not in full force and effect) (the “Restricted Nonmaterial Contracts”), whether to:

	(i)		Accept the assignment of such Restricted Nonmaterial Contract, in which case, as between Buyer and Seller, such Restricted Nonmaterial Contract shall, to the maximum extent practicable and notwithstanding the failure to obtain the applicable Nonmaterial Consent, be transferred at the Closing pursuant to the Assignment and Assumption Agreement as elsewhere provided under this Agreement; or

	(ii)		Reject the assignment of such Restricted Nonmaterial Contract, in which case, notwithstanding Sections 2.1 and 2.4, (A) neither this Agreement nor the Assignment and Assumption Agreement nor any other document related to the consummation of the Contemplated Transactions shall constitute a sale, assignment, assumption, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of such Restricted Nonmaterial C