Common use of Hold Back Clause in Contracts

Hold Back. (a) HOLD BACK. United will hold back from the Purchase Price the sum --------- of Five Hundred Thousand dollars ($500,000) (the "Hold Back"), which amount will be deposited by United with First Trust of California (the "Escrow Agent") to be held pursuant to an Escrow Agreement (the "Escrow Agreement") on October 27, 1997, for later distribution pending the determination of the amount of the Inventory Adjustment and Working Capital Adjustment pursuant to Sections 1.4(c) and 1.4(d), respectively. United and the Shareholders' Representative will use reasonable efforts to complete the Inventory Adjustment and the Working Capital Adjustment within 90 days after the Closing Date, whereupon United shall notify the Shareholders' Representative of the amount of such Adjustments. If there is no disagreement between United and the Shareholders' Representative regarding the Inventory Adjustment and the Working Capital Adjustment, United will adjust the Hold Back by the amount of such Adjustments and United and the Shareholders' Representative will instruct the Escrow Agent to release the Hold Back, as adjusted, to the Shareholders 120 days after the Closing Date. In the event of any disagreement between United and Shareholders' Representative regarding the dollar amount of any such adjustment, United shall nevertheless adjust the Hold Back by the amount of such Adjustments not in dispute and United and the Shareholders' Representative will instruct the Escrow Agent to release to the Shareholders any portion of the Hold Back, as adjusted, that is not in dispute. Promptly upon resolution of any such disagreement in accordance with the terms hereof, United shall adjust the remaining portion of the Hold Back and United and the Shareholders' Representative shall instruct the Escrow Agent to release to the Shareholders any remaining portion of the Hold Back, as adjusted, to which the Shareholders are entitled. Notwithstanding the foregoing, United shall not be limited to the Hold Back as a sole remedy in the event that any Purchase Price adjustment exceeds the Hold Back.

Hold Back. (a) HOLD BACK. The Shareholders and United will hold back from hereby acknowledge and agree that --------- the adjustments to the Purchase Price on the sum --------- Closing Date described in Sections 1.3(a), 1.3(b) and 1.3(c) are based on financial statements of Five Hundred Thousand the Corporation as of the Effective Date which include adjustments that would normally arise during a year-end review of such financial statements (but such financial statements do not include footnotes) and the Shareholders and United hereby agree that the Adjustments to the Hold Back (as defined in Section 1.4(a)) shall be based on financial statements which shall include adjustments that would normally arise during a year-end review of such financial statements, but such financial statements shall not be required to includes footnotes. a) United shall hold back five million dollars ($500,0005,000,000) from the cash portion of the Purchase Price (the "Hold BackHOLD BACK"), which amount will shall be deposited by United with First Northwestern Trust of California and Investors Advisory Company (the "Escrow AgentESCROW AGENT") to be held pursuant to an Escrow Agreement (the "Escrow AgreementESCROW AGREEMENT") on October 27, 1997, for later distribution pending the determination of the amount of the Inventory Equipment Adjustment, Liabilities Adjustment and Working Capital Adjustment pursuant to Sections 1.4(b), 1.4(c) and 1.4(d), respectively. United and the Shareholders' Representative (as defined in Section 6.8(a)) will use reasonable efforts to complete the Inventory Equipment Adjustment, the Liabilities Adjustment and the Working Capital Adjustment within 90 one hundred and twenty (120) days after the Closing Date, whereupon United shall notify the Shareholders' Representative of the amount of such Adjustments. If there is no disagreement between United and the Shareholders' Representative regarding the Inventory Equipment Adjustment, the Liabilities Adjustment and the Working Capital Adjustment, United and the Shareholders' Representative will adjust the Hold Back by the amount of such Adjustments and United and the Shareholders' Representative will instruct the Escrow Agent to release the Hold Back, as adjusted, to the Shareholders 120 one hundred and thirty (130) days after the Closing Date. In the event of any disagreement between United and the Shareholders' Representative regarding the dollar amount of any such adjustment, United and the Shareholders' Representative shall nevertheless adjust the Hold Back by the amount of such Adjustments not in dispute and United and the Shareholders' Representative will instruct the Escrow Agent to release to the Shareholders any portion of the Hold Back, as adjusted, that is not in dispute. Promptly upon resolution of any such disagreement in accordance with the terms hereof, United and the Shareholders' Representative shall adjust the remaining portion of the Hold Back and United and the Shareholders' Representative shall instruct the Escrow Agent to release to the Shareholders any remaining portion of the Hold Back, as adjusted, to which the Shareholders are entitled. Notwithstanding the foregoing, United and the Shareholders hereby agree that (i) if the Purchase Price is increased as a result of the adjustments pursuant to Sections 1.4(b), 1.4(c) and 1.4(d), then United shall pay to the Shareholders the amount of such increase and (ii) if the Purchase Price is reduced, as a result of the adjustments pursuant to Sections 1.4(b), 1.4(c) and 1.4(d), by an amount which is greater than the Hold Back, then the Shareholders shall pay to United an amount equal to (x) the aggregate amount of the adjustments pursuant to Sections 1.4(b), 1.4(c) and 1.4(d) minus (y) the Hold Back. ----- a) Schedule 1.4(b) (the "RENTAL ASSET LISTING") sets forth the asset description, make, model, original cost and net book value of substantially all capitalized equipment held by the Corporation for rent to customers as of November 1, 1997. As used herein, the term "EQUIPMENT" means all of the equipment listed on the Rental Asset Listing and Schedule 1.3(d). Within one hundred and twenty (120) days following the Closing Date, United and the Shareholders' Representative jointly shall complete a physical inventory of each item of Equipment on the Rental Asset Listing and Schedule 1.3(d), including by visiting renters' locations as necessary to inspect such Equipment. The Purchase Price shall be reduced (the "EQUIPMENT ADJUSTMENT") for each item of Equipment listed on the Rental Asset Listing which has been sold but not included on Schedule 1.3(d) or is missing. The reduction in the Purchase Price shall be limited an aggregate amount equal to (i) the fair market value (as determined by United and the Shareholders' Representative) of all missing Equipment, and (ii) the net proceeds to the Corporation received from the sale of Equipment (i.e. gross proceeds from the sale of Equipment minus any selling expenses) sold between the date of the Rental Asset Listing and the Effective Date. In the event of a Purchase Price reduction due to an Equipment Adjustment, United shall be entitled to retain a portion of the Hold Back equal to such reduction. Any disputes as a sole remedy to the physical count or fair market value of any item of Equipment will, if possible, be resolved by representatives of United and the Shareholders' Representative while the physical inventory of such Equipment is being taken. Any such disputes not so resolved will be resolved by arbitration in the event that any Purchase Price adjustment exceeds the Hold Backaccordance with Section 10.

Hold Back. (a) HOLD BACK. United will hold back from the Purchase Price the sum --------- of Five Hundred Thousand Two million dollars ($500,000CAD$2,000,000) shall be held back by United (the "Hold Back"), which amount will be deposited by United with First Trust of California (the "Escrow Agent") to be held pursuant to an Escrow Agreement (the "Escrow Agreement") on October 27, 1997, for later distribution pending the determination of the amount of the Equipment Adjustment, Inventory Adjustment and Working Capital Adjustment pursuant to Sections 1.4(c) , and 1.4(d), respectively. Subject to the terms of an escrow agreement to be entered into among United, the Shareholders and an escrow agent to be mutually agreed upon by such parties, the Hold Back shall be deposited in a Canadian Schedule I bank and bear interest for the account of the party entitled to payment thereof at the highest rate available for 90 day deposits at such bank. United and the Shareholders' Representative Shareholders will use reasonable commercial efforts to complete the Equipment Adjustment, the Inventory Adjustment and the Working Capital Adjustment within 90 days after the Closing Date (the "Adjustment Determination Date"), whereupon United shall notify the Shareholders' Representative Shareholders of the amount of such Adjustments. If there is no disagreement between United and the Shareholders' Representative Shareholders regarding the Equipment Adjustment, the Inventory Adjustment and the Working Capital Adjustment, United will adjust the Hold Back by the amount of such Adjustments and United and pay the Shareholders' Representative will instruct the Escrow Agent to release balance of the Hold Back, as adjusted, Back to the Shareholders 120 days after the Closing DateDate (the "Hold Back Period"). In the event of any disagreement between among United and Shareholders' Representative the Shareholders regarding the dollar amount of any such adjustment, United shall nevertheless adjust the Hold Back by the amount of such Adjustments not in dispute and United and the Shareholders' Representative will instruct the Escrow Agent to release to pay the Shareholders any portion of the Hold Back, as adjusted, that is not in dispute. Promptly upon resolution of any such disagreement in accordance with the terms hereof, United shall adjust the remaining portion of the Hold Back and United and the Shareholders' Representative shall instruct the Escrow Agent to release to pay the Shareholders any remaining portion of the Hold Back, as adjusted, to which the Shareholders are entitled. Notwithstanding the foregoing, United shall not be limited to the Hold Back as a sole remedy in the event that any Purchase Price adjustment exceeds the Hold Back. (b) The Rental Asset Listing attached as Schedule 1.4(b) sets forth, as of October 31, 1997, the asset description, make, model, original cost and net book value of: (i) all equipment held for lease or rent to customers; (ii) all transportation equipment (collectively the "Equipment"); and (iii) equipment held for repair parts only. The Equipment is Rental Ready (as defined below). Within 30 days following the Closing Date, United and the Shareholders jointly shall complete a physical inventory of each item of Equipment on the Rental Asset Listing and on Schedule 1.3(d), including by visiting renters' locations as necessary to inspect such Equipment. The Purchase Price shall be reduced (the "Equipment Adjustment") for each item of Equipment listed on the Rental Asset Listing on Schedule 1.3(d) which has been sold, is missing, is not Rental Ready, or is otherwise not available for rent to customers by the BNR Group. The reduction in the Purchase Price shall be calculated by the aggregate fair market value (as determined by United and the Shareholders) of all missing or unavailable Equipment, and by the net proceeds to the BNR Group received from the sale of Equipment sold between the date of the Rental Asset Listing and the Closing Date. With respect to non-Rental Ready Equipment, the Purchase Price shall be adjusted by an amount equal to the lesser of the cost of repairs and the fair market value of such Equipment as if it was in reasonable operating condition. In the event of a Purchase Price reduction due to an Equipment Adjustment, United shall be entitled to retain a portion of the Hold Back equal to such reduction. For purposes of this Agreement, an item of Equipment is "Rental Ready" only if all required maintenance has been performed and it does not require repairs in excess of 2.5% of the original cost to make it operable. Any disputes as to the physical count, fair market value or Rental Readiness of any item of Equipment will, if possible, be resolved while the physical inventory of such Equipment is being taken. Any disputes not so resolved will be resolved by arbitration in accordance with Section 10. In the event Equipment is not Rental Ready and an adjustment is required hereunder, the Principal Shareholders may elect, on behalf of all the Shareholders, on or before the Adjustment Determination Date, to either (i) make, or have made, at their expense the repairs required to make such Equipment Rental Ready; or (ii) purchase such Equipment at the fair market value of such Equipment as if it was in reasonable operating condition. (c) The Purchase Price shall be adjusted (the "Inventory Adjustment") on a dollar-for-dollar basis pursuant to the procedures set forth below by the amount, if any, by which the Inventory Value of the merchandise included in Schedule 1.3(c) as of the Closing Date is greater or less than the amount set forth in Schedule 1.3(c). "Inventory Value" shall mean the lower of (x) vendor cost based on the last merchandise received (including all freight) and (y) market value as of the Effective Date, as determined in accordance with generally accepted accounting principles (no value shall be ascribed to non-saleable or obsolete merchandise, parts or supplies). Inventory Value shall be determined pursuant to a physical inventory to be taken promptly following the Closing Date, and shall be finalized on or before the Adjustment Determination Date. Any disputes as to the physical condition, saleability or obsolescence of any item of Inventory will, if possible, be resolved by representatives of United and the Shareholder while such physical inventory is being taken. Any disputes regarding the foregoing not so resolved will be resolved by arbitration in accordance with Section .

Hold Back. (a) HOLD BACK. United will (i) ▇▇▇▇ shall hold back from an amount equal to Seven Hundred Fifty Thousand Dollars ($750,000.00) of the Purchase Price, subject to possible reduction pursuant to Section 1.4(b) (the “General Hold Back”), plus an amount equal to Two Hundred Thousand Dollars ($200,000.00) of the Purchase Price the sum --------- of Five Hundred Thousand dollars ($500,000) (the "“Funded Debt Hold Back"” and, together with the General Hold Back, the “Hold Back”), which . The amount will of the Hold Back shall be deposited by United ▇▇▇▇ with First U.S. Bank National Association, Corporate Trust of California Group, a national banking association (the "“Escrow Agent") ”), to be held pursuant to an Escrow Agreement in the form attached hereto as Exhibit A (the "“Escrow Agreement"”) on October 27, 1997, for later distribution pending the determination of (A) the amount of the Inventory Post-Closing Equipment Condition Adjustment pursuant to Section 1.4(b), (B) the Working Capital Adjustment and Working Capital the Net Equipment Adjustment pursuant to Sections 1.4(c1.4(b) and 1.4(d1.4(c), respectively. United (C) the amount, if any, of Funded Debt not repaid at Closing determined pursuant to Section 1.4(a)(ii) and (D) the Shareholders' Representative ’ indemnity obligations pursuant to Section 7; provided, however, that the Escrow Agreement will use reasonable efforts to complete the Inventory Adjustment and the Working Capital Adjustment within 90 days after the Closing Date, whereupon United shall notify the Shareholders' Representative of the amount of such Adjustments. If there is no disagreement between United and the Shareholders' Representative regarding the Inventory Adjustment and the Working Capital Adjustment, United will adjust provide that any amounts remaining in the Hold Back by that are not the amount subject of such Adjustments pending claims (for payment of the Purchase Price pursuant to Sections 1.4(b) and United and 1.4(c), to repay Funded Debt pursuant to Section 1.4(a)(ii) or pursuant to Section 7) shall be released to the Shareholders' Representative will instruct Shareholders on July 18, 2006, with respect to the Escrow Agent to release the Funded Debt Hold Back, as adjustedand November 6, 2006, with respect to the Shareholders 120 days after General Hold Back, in each case, pro rata based on their respective ownership of the Closing DateCorporation’s Stock immediately prior to the Closing. In the event of any disagreement between United The parties hereby acknowledge and Shareholders' Representative regarding the dollar amount of any such adjustment, United shall nevertheless adjust agree that the Hold Back by the amount shall be treated as an installment obligation for purposes of such Adjustments not in dispute and United and the Shareholders' Representative will instruct the Escrow Agent to release to the Shareholders any portion Section 453 of the Hold BackCode, as adjusted, that is not in dispute. Promptly upon resolution of and no party shall take any action or filing position inconsistent with such disagreement in accordance with the terms hereof, United shall adjust the remaining portion of the Hold Back and United and the Shareholders' Representative shall instruct the Escrow Agent to release to the Shareholders any remaining portion of the Hold Back, as adjusted, to which the Shareholders are entitled. Notwithstanding the foregoing, United shall not be limited to the Hold Back as a sole remedy in the event that any Purchase Price adjustment exceeds the Hold Backcharacterization.

Hold Back. (a) HOLD BACK. United will hold back from WCI shall deliver the Purchase Price the sum --------- of Five Hundred Thousand dollars ($500,000) Shares (the "Hold BackESCROW SHARES"), which amount will Shares shall be deposited by United WCI with First U.S. Bank Trust of California National Association (the "Escrow AgentESCROW AGENT") to be held pursuant to an Escrow Agreement (the "Escrow AgreementESCROW AGREEMENT") on October 27, 1997, for later distribution pending the determination of the amount of the Inventory Adjustment and Working Capital Adjustment pursuant to Sections 1.4(cSection 1.7(b) and 1.4(dthe satisfaction of the EBITDA Requirement pursuant to Section 1.7(c), respectively. United WCI and the Shareholders' Representative (as defined in Section 9.9) will use reasonable efforts to complete the Inventory Adjustment and the Working Capital Adjustment within 90 days after before the Closing Test Date, whereupon United shall notify the Shareholders' Representative of the amount of such Adjustments. If there is no disagreement between United WCI and the Shareholders' Representative regarding the Inventory Working Capital Adjustment and the Working Capital AdjustmentEBITDA Requirement is satisfied, United will adjust the Hold Back by the amount of such Adjustments and United WCI and the Shareholders' Representative will instruct adjust the Escrow Agent to release Purchase Price by the Hold Back, as adjusted, to the Shareholders 120 days after the Closing Dateamount of such Adjustment. In the event of any disagreement between United WCI and the Shareholders' Representative regarding the dollar amount of any such adjustment, United shall nevertheless adjust the Hold Back by the amount of such Adjustments not in dispute and United WCI and the Shareholders' Representative will instruct the Escrow Agent shall work to release to the Shareholders any portion of the Hold Back, as adjusted, that is not in dispute. Promptly upon resolution of any resolve such disagreement in accordance with the terms hereof, United shall adjust the remaining portion of the Hold Back and United and the Shareholders' Representative shall instruct the Escrow Agent to release to the Shareholders any remaining portion of the Hold Back, as adjusted, to which the Shareholders are entitled. Notwithstanding the foregoing, United WCI shall not be limited to the Hold Back Escrow Shares as a sole remedy in the event that any Purchase Price adjustment exceeds the Hold BackValue of the Shares. (b) The Purchase Price shall be reduced by the amount, if any, by which the amount of Closing Date Accounts Receivable collected within 90 days after the Closing Date is less than the value of the Closing Date Accounts Receivable included in the Closing Date Current Assets. WCI will cause the Sellers to use reasonable efforts to collect all such Closing Date Accounts Receivable within 90 days after the Closing Date. Payments received within 90 days after the Closing Date on accounts receivable for customers who generate accounts receivable before and after the Closing Date shall be credited to the oldest receivables first until the payments have been fully credited. The Closing Date Accounts Receivable not collected within 90 days after the Closing Date shall be transferred by the Sellers to the Shareholders' Representative, who shall hold and attempt to collect them for the benefit of the Shareholders. The Sellers shall have no right to receive any of such collections and no obligation to assist the Shareholders in the collection of these Closing Date Accounts Receivable. The adjustments to this Section 1.7(b) and to Closing Current Assets and Closing Date Current Liabilities pursuant to Section 1.5(a) are herein called the "WORKING CAPITAL ADJUSTMENT". If the Purchase Price increases as a result of the Working Capital Adjustment, WCI will pay any additional amount due to the Shareholders; if the Purchase Price declines, WCI may deduct the amount by which the Purchase Price declines from the amount due the Shareholders. To the extent the parties disagree on the amount of any Working Capital Adjustment, WCI and the Shareholders' Representative will attempt to resolve such dispute and, if they are unable to do so, such dispute shall be decided by arbitration in accordance with Section 14. (c) The Escrow Shares will not be released to the Shareholders unless, for the twelve-month period beginning on the first day of the first month following the Closing Date (the "TEST PERIOD"), the aggregate amount of earnings before interest, tax, depreciation and amortization of the Sellers and Great Plains combined (the "EBITDA") is greater than or equal to twenty-six and a half percent (26.5%) of the aggregate amount of the Sellers' and Great Plains' total revenues less any revenue and income from intercompany transactions (the "EBITDA REQUIREMENT"). If the EBITDA Requirement is achieved, WCI shall release a number of Escrow Shares according to the following formula: (i) If the EBITDA is greater than or equal to thirty percent (30%) of the aggregate amount of the Sellers' and Great Plains' total revenues for the Test Period less any revenue and income from intercompany transactions, WCI shall release the Escrow Shares in their entirety; (ii) If the EBITDA is greater than 26.5% but less than twenty-seven percent (27%) of the aggregate amount of the Sellers' and Great Plains' total revenues for the Test Period less any revenue and income from intercompany transactions, WCI shall release a number of Escrow Shares equal to half the Value of the Shares; and (iii) If the EBITDA is greater than or equal to 27% but less than 30% of the aggregate amount of the Sellers' and Great Plains' total revenues for the Test Period less any revenue and income from intercompany transactions, WCI shall release the number of Escrow Shares pursuant to Section 1.7(c)(ii) plus a number of Escrow Shares equal to $71,428.57 divided by the Average Closing Price for each half percent (0.5%) increment beginning with 27% through twenty-nine and a half percent (29.5%) as the following table indicates. EBITDA Value of Escrow Shares ------ ---------------------- 27% $571,428.57 27.5% $642,857.14 28% $714,285.71 28.5% $785,714.28 29% $857,142.85 29.5% $928,571.42 WCI shall have sixty (60) days following expiration of the Test Period to determine the EBITDA as a percentage of the aggregate amount of the Seller's and Great Plains' total revenues for the Test Period less any revenue and income from intercompany transactions. In determining the percentage of the EBITDA, (i) the Sellers' EBITDA shall be determined separately from Great Plains' EBITDA; and (ii) the EBITDA shall include all operating and selling, general and administrative expenses of the Sellers and Great Plains combined but not including any WCI corporate allocations. (d) If the EBITDA Requirement is achieved, Buyer has the option (the "OPTION") to require the Great Plains Shareholders to deliver to Buyer the certificates representing the outstanding stock of Great Plains (the "GREAT PLAINS SHARES") in exchange for One Dollar ($1.00) within sixty (60) days after expiration of the Test Period (the "REQUEST PERIOD"). If Buyer does not make such a request within the Request Period, the Option shall be null and void. Thirty (30) days after receiving written notice of Buyer's request (THE "DELIVERY DATE"), the Great Plains Shareholders shall deliver to Buyer free and clear of all liens, security interests, claims and encumbrances, the Great Plains Shares, accompanied by a stock power duly executed in blank, and the schedules required by Section 3 of this Agreement. On the Delivery Date, the term "Corporations" as it is used in this Agreement shall include Great Plains and the term "Shareholders" as it is used in this Agreement shall include the Great Plains Shareholders in so far as Sections 3, 9, 10 and 11 are concerned, and the representations and warranties set forth in Section 3 shall be deemed made as of the Delivery Date with respect to Great Plains and shall be true and correct as of the Delivery Date, excepting those representations and warranties made in Sections 3.7, 3.22, 3.38 and 3.39. The representations set forth in Section 3.7 shall be deemed made as of the Delivery Date but shall relate to financial statements that Great Plains shall deliver to Buyer pursuant to Section 9.11. The representations set forth in Sections 3.22, 3.38 and 3.39 shall not apply to Great Plains. (e) Adjustments to the Purchase Price pursuant to this Section 1.7 shall be effected by adding to or reducing the number of Escrow Shares and instructing the Escrow Agent to deliver the Escrow Shares within 60 days after the last day of the Test Period (the "TEST DATE") or the resolution of any dispute, if later than the Test Date. If the Purchase Price is reduced, WCI and the Shareholders' Representative shall instruct the Escrow Agent to return to WCI for cancellation a number of Escrow Shares determined by dividing the amount of the reduction by the Average Closing Price and to deliver the remaining Escrow Shares to the Shareholders. If the Purchase Price is increased, WCI shall deliver to the Escrow Agent for delivery to the Shareholders a number of additional shares of WCI Stock determined by dividing the amount of the increase by the Average Closing Price. In lieu of delivering any fractional shares, WCI may deliver cash to the Shareholders equal to the fraction of a share otherwise deliverable, multiplied by the Average Closing Price.

Hold Back. (a) HOLD BACK. United will hold held back from the Purchase Price the sum --------- of Five Hundred Thousand two million dollars ($500,0002,000,000) (the "Hold Back"), which amount will be was deposited by United with First Trust of California (the "Escrow Agent") to be held pursuant to an Escrow Agreement (the "Escrow Agreement") on October 27, 1997, for later distribution pending the determination of the amount of the Equipment Adjustment, Inventory Adjustment and Working Capital Adjustment pursuant to Sections 1.4(b), 1.4(c) and 1.4(d), respectively. United and the Shareholders' Representative will use reasonable efforts to complete the Equipment Adjustment, the Inventory Adjustment and the Working Capital Adjustment within 90 days after the Closing Date, whereupon United shall notify the Shareholders' Representative of the amount of such Adjustments. If there is no disagreement between United and the Shareholders' Representative regarding the Equipment Adjustment, the Inventory Adjustment and the Working Capital Adjustment, United will adjust the Hold Back by the amount of such Adjustments and United and the Shareholders' Representative will instruct the Escrow Agent to release the Hold Back, as adjusted, to the Shareholders 120 Shareholders' Representative 90 days after the Closing Date. In the event of any disagreement between United and the Shareholders' Representative regarding the dollar amount of any such adjustment, United shall nevertheless adjust the Hold Back by the amount of such Adjustments not in dispute and United and the Shareholders' Representative will instruct the Escrow Agent to release to the Shareholders any portion of the Hold Back, as adjusted, that is not in dispute. Promptly upon resolution of any such disagreement in accordance with the terms hereof, United shall adjust the remaining portion of the Hold Back and United and the Shareholders' Representative shall instruct the Escrow Agent to release to the Shareholders any remaining portion of the Hold Back, as adjusted, to which the Shareholders are entitled. Notwithstanding the foregoing, United shall not be limited to the Hold Back as a sole remedy in the event that any Purchase Price adjustment exceeds the Hold Back. (b) The Rental Asset Listing attached as Schedule 1.4(b) sets forth the asset description, make, model, original cost and net book value of all equipment held for rent to customers as of September 30, 1997. Within 30 days following the Closing Date, United and the Shareholders' Representative jointly shall complete a physical inventory of each item of Equipment on the Rental Asset Listing, including by visiting renters' locations as necessary to inspect such Equipment. The Purchase Price shall be reduced (the "Equipment Adjustment") for each item of Equipment listed on the Rental Asset Listing which has been sold, is missing, or is otherwise not available for rent to customers by the Corporation, but only to the extent the aggregate fair market value of all such Equipment exceeds $25,000. The reduction in the Purchase Price shall be calculated by the aggregate fair market value (as determined by United and the Shareholders' Representative) of all missing or unavailable Equipment, and by the net proceeds to the Corporation received from the sale of Equipment sold between the date of the Rental Asset Listing and the Closing Date. In the event of a Purchase Price reduction due to an Equipment Adjustment, United shall be entitled to retain a portion of the Hold Back equal to such reduction. Any disputes as to the physical count or fair market value of any item of Equipment will, if possible, be resolved while the physical inventory of such Equipment is being taken. Any disputes not so resolved will be resolved by arbitration in accordance with Section 10. (c) The Purchase Price shall be adjusted (the "Inventory Adjustment") on a dollar-for-dollar basis pursuant to the procedures set forth below by the amount, if any, by which the Inventory Value of the fuel and merchandise included on Schedule 1.3(c) as of the Closing Date is greater or less than the amount set forth on Schedule 1.3(c). "Inventory Value" shall mean the lower of (x) vendor cost as last received (including all freight) and (y) market value (excluding any non-salable or obsolete merchandise, parts or supplies) as of the Closing Date, as determined in accordance with generally accepted accounting principles. Inventory Value shall be determined pursuant to a physical inventory to be taken promptly following the Closing Date, and shall be finalized within 90 days following the Closing Date. Any disputes as to the physical condition, salability or obsolescence of any item of Inventory will, if possible, be resolved by representatives of United and the Shareholders' Representative while such physical inventory is being taken. Any disputes regarding the foregoing not so resolved will be resolved by arbitration in accordance with Section 10.

Hold Back. 3.1 Pursuant to Article 2 hereof, the Purchasers shall deliver to the Escrow Agent the Hold-back Amount and the Hold-back Shares and the parties hereto agree that the Hold-back Amount and the Hold-back Shares shall be applied pursuant to section 4.4 hereof, subject to the restrictions contained therein, and dealt with as follows: (a) HOLD BACK. United will hold the Hold-back from Amount and the Purchase Price the sum --------- of Five Hundred Thousand dollars ($500,000) (the "Hold Back"), which amount will be deposited by United with First Trust of California (the "Escrow Agent") to Hold-back Shares shall be held by the Escrow Agent pursuant to an the terms of the Escrow Agreement (and shall not be released by the "Escrow Agreement") on October 27, 1997, for later distribution pending Agent until such time as the determination Escrow Agent has received a written direction from both Americlean and the Vendors in respect of the amount disposition of the Inventory Adjustment and Working Capital Adjustment pursuant to Sections 1.4(c) and 1.4(d), respectively. United Hold-back Amount and the Shareholders' Representative will use reasonable efforts to complete Hold-back Shares; (b) in the Inventory Adjustment and event that neither Americlean, the Working Capital Adjustment within 90 days after Vendors nor the Covenantors has received any notice, written or otherwise, of any Loss on or before the date which is six (6) months from the Closing Date, whereupon United Americlean and the Vendors shall notify forthwith deliver to the Shareholders' Representative Escrow Agent a written direction to deliver the Hold-back Amount to the Vendors allocated pursuant to section 2.8 hereof; (c) in the event that neither Americlean, the Vendors nor the Covenantors have received any notice, written or otherwise, of any Loss on or before the date which is one (1) year from the Closing Date, Americlean and the Vendors shall forthwith deliver to the Escrow Agent a written direction to deliver the Hold-back Shares to the Vendors allocated pursuant to section 2.8 hereof; (d) in the event that either Americlean, the Vendors or the Covenantors receive any notice, written or otherwise, of a Loss the parties hereto agree that the Hold-back Amount then held by the Escrow Agent together with the Hold-back Shares shall continue to be held by the Escrow Agent pending resolution of the amount Loss pursuant to sections 4.4 and 4.5 hereof and the parties hereto further agree in good faith to take all such steps as may be necessary or incidental to such removal. In the event that the Purchasers and the Vendors have not reached an agreement in respect of such Adjustments. If there is no disagreement between United Loss within sixty (60) days of the date of receipt of a notice of such Loss and do not mutually deliver to the Escrow Agent a written direction in respect of the disposition of the Hold-back Amount and the Shareholders' Representative regarding Hold-back Shares then held by the Inventory Adjustment Escrow Agent, the parties hereto agree to refer the dispute as to the disposition of the Hold-back Amount and the Working Capital Adjustment, United will adjust the Hold Back Hold-back Shares then held by the amount of such Adjustments and United and the Shareholders' Representative will instruct the Escrow Agent to release arbitration in accordance with section 15.1 hereof. In addition, the Hold BackVendors and the Purchasers agree that where such Loss is to be dealt with by a payment by the Vendors to the Purchasers, the Hold-back Shares shall be valued at the Average Trading Price on the date on which notice of the Loss is first received by either the Purchasers, the Vendors or the Covenantors, as adjustedapplicable, and shall be returned to Americlean at such times as permitted under applicable securities laws to the Shareholders 120 days after extent necessary to fund such payment (the Closing Date. In "Returned Shares"), and only in the event that the value of any disagreement between United and Shareholders' Representative regarding the dollar amount of any Returned Shares is insufficient to fund such adjustment, United shall nevertheless adjust payment will the Hold Back Purchasers draw upon the Hold-back Amount then held by the amount of such Adjustments not Escrow Agent; (e) in dispute and United any event Americlean and the Shareholders' Representative will instruct Vendors shall deliver to the Escrow Agent a written direction to release deliver all the Hold-back Shares to the Shareholders any portion Vendors no later than one (1) year from the Closing Date unless there is a bona fide dispute between Americlean and the Vendors in respect of the Hold Back, Hold-back Shares; (f) the Hold-back Shares shall be shown as adjusted, that is not in dispute. Promptly upon resolution issued to the Vendors and outstanding on Americlean's balance sheet and such Hold-back Shares shall be legally outstanding; and (g) as long as any of any such disagreement in accordance the Hold-back Shares remain deposited with the terms hereofEscrow Agent, United the Vendors shall adjust be entitled to vote the remaining portion Hold-back Shares and receive dividends thereon but may not otherwise deal with the Hold-back Shares. 3.2 The parties hereto agree that the rights of the Hold Back and United and the Shareholders' Representative Purchasers pursuant to this Agreement shall instruct the Escrow Agent to release to the Shareholders any remaining portion of the Hold Back, as adjusted, to which the Shareholders are entitled. Notwithstanding the foregoing, United shall not in no way be limited to the Hold Back as a sole remedy in Hold-back Amount and the event that any Purchase Price adjustment exceeds the Hold BackHold-back Shares.

Hold Back. (a) HOLD BACK. United will hold held back from the Purchase Price the sum --------- of Five Hundred Thousand one million dollars ($500,0001,000,000) (the "Hold Back"), which amount will be deposited by United with First Trust of California (the "Escrow Agent") to be held pursuant to an Escrow Agreement (the "Escrow Agreement") on October 27, 1997, for later distribution pending the determination of the amount of the Equipment Adjustment, Inventory Adjustment and Working Capital Adjustment pursuant to Sections 1.4(b), 1.4(c) and 1.4(d), respectively. United and the Shareholders' Representative will use reasonable efforts to complete the Equipment Adjustment, the Inventory Adjustment and the Working Capital Adjustment within 90 days after the Closing Date, whereupon United shall notify the Shareholders' Representative of the amount of such Adjustments. If there is no disagreement between United and the Shareholders' Representative regarding the Equipment Adjustment, the Inventory Adjustment and the Working Capital Adjustment, United will adjust the Hold Back by the amount of such Adjustments and United and the Shareholders' Representative will instruct the Escrow Agent to release the Hold Back, as adjusted, to the Shareholders 120 days after the Closing Date. In the event of any disagreement between United and Shareholders' Representative regarding the dollar amount of any such adjustment, United shall nevertheless adjust the Hold Back by the amount of such Adjustments not in dispute and United and the Shareholders' Representative will instruct the Escrow Agent to release to the Shareholders any portion of the Hold Back, as adjusted, that is not in dispute. Promptly upon resolution of any such disagreement in accordance with the terms hereof, United shall adjust the remaining portion of the Hold Back and United and the Shareholders' Representative shall instruct the Escrow Agent to release to the Shareholders any remaining portion of the Hold Back, as adjusted, to which the Shareholders are entitled. Notwithstanding the foregoing, United shall not be limited to the Hold Back as a sole remedy in the event that any Purchase Price adjustment exceeds the Hold Back. (b) The Rental Asset Listing attached as Schedule 1.4(b) sets forth the asset description, make, model, original cost and net book value of all equipment held for rent to customers as of September 30, 1997. The Equipment is Rental Ready (as defined below). Within 30 days following the Closing Date, United and the Shareholders' Representative jointly shall complete a physical inventory of each item of Equipment on the Rental Asset Listing, including by visiting renters' locations as necessary to inspect such Equipment. The Purchase Price shall be reduced (the "Equipment Adjustment") for each item of Equipment listed on the Rental Asset Listing which has been sold, is missing, is not Rental Ready, or is otherwise not available for rent to customers by the Corporation, but only to the extent the aggregate fair market value of all such Equipment exceeds $75,000. The reduction in the Purchase Price shall be calculated by the aggregate fair market value (as determined by United and the Shareholders' Representative) of all missing, non-Rental Ready or unavailable Equipment, and by the net proceeds to the Corporation received from the sale of Equipment sold. In the event of a Purchase Price reduction due to an Equipment Adjustment, United shall be entitled to retain a portion of the Hold Back equal to such reduction. For purposes of this Agreement, an item of Equipment is "Rental Ready" only if all required maintenance has been performed and it does not require any repairs in excess of $200 per item for those items having a net book value of $5,000 or greater and $100 per item for those items having a net book value less than $5,000 per item. Any disputes as to the physical count, fair market value or Rental Readiness of any item of Equipment will, if possible, be resolved while the physical inventory of such Equipment is being taken. Any disputes not so resolved will be resolved by arbitration in accordance with Section 10. (c) The Purchase Price shall be adjusted (the "Inventory Adjustment") on a dollar-for-dollar basis pursuant to the procedures set forth below by the amount, if any, by which the Inventory Value of the fuel and merchandise included on Schedule 1.3(c) as of the Closing Date is greater or less than the amount set forth on Schedule 1.3(c) plus or minus, as the case may be, the lesser of $10,000 or two percent (2%) of the Inventory Value. "Inventory Value" shall mean the lower of (x) vendor cost as last received (including all freight) and (y) market value (excluding any non-salable or obsolete merchandise, parts or supplies) as of the Closing Date, as determined in accordance with generally accepted accounting principles. Inventory Value shall be determined pursuant to a physical inventory to be taken promptly following the Closing Date, and shall be finalized within 90 days following the Closing Date. Any disputes as to the physical condition, salability or obsolescence of any item of Inventory will, if possible, by representatives of United and the Shareholders' Representative be resolved while such physical inventory is being taken. Any disputes regarding the foregoing not so resolved will be resolved by arbitration in accordance with Section 10.