stock, value
added, single business, occupation, workers' compensation, alternative or add-on
minimum, estimated, or other tax, including without limitation, any interest,
penalties or additions thereto.
"Transaction Documents" means this Agreement, the Note, the Pledge Agreements,
the Registration Rights Agreement and any and all certificates, agreements,
documents or other instruments to be executed and delivered by any Person in
connection with such documents, any exhibits, attachments or schedules to any of
the foregoing and any other written agreement that is expressly identified as a
Transaction Document, as any of the foregoing may be amended, supplemented or
otherwise modified from time to time.
A - 4
ANNEX B
CROSS REFERENCE SHEET OF TERMS DEFINED HEREIN
Terms
Section
Agreement
Preamble Board of Directors
Section 2.2(c) Claims
Section
4.20 Company
Preamble Contracting Parties
Section 4.9 Designated Court
Section 4.11 Enforceability Exceptions
Section 2.2(b) Existing Loan
Section 1.4(a)(i) GAAP
Section 2.8(d) Initial Loan
Section 1.2(a) Initial
Closing
Section 1.2(b) Initial Closing Date
Section 1.2(b) Intermediate
Holdcos
Section 1.3(a)(iii) Lender
Preamble Loan
Section 1.1 Material
Adverse Effect
Section 2.6 MEH
Section 1.3(a)(iii) MEH-Parent Pledge
Agreement
Section 1.3(a)(iii) Nonparty Affiliates
Section 4.9 Note
Recitals OME Pledge Agreement
Section 1.3(a)(ii) Parent
Preamble Parent
Reports
Section 2.8(a) Pledge Agreements
Section 1.3(a)(iii) Pledged
Oceanica Shares
Section 1.3(a)(ii) Project Mineral Rights
Section 2.7(e)
Project Permit
Section 2.7(d) Releasors
Section 4.20 Releasees
Section
4.20 Second Loan
Section 1.4(a) Second Closing
Section 1.4(b) Second
Closing Date
Section 1.4(b) Second Loan
Section 1.4(a) Stock Purchase
Agreement
Section2.5(d) Takeover Laws
Section 2.15
B - 1
EXHIBIT A
NOTE
Ex. A - 1
EXHIBIT B
OME PLEDGE AGREEMENT
Ex. B - 1
EXHIBIT C
MEH-PARENT PLEDGE AGREEMENT
Ex. C - 1
EXHIBIT D
REGISTRATION RIGHTS AGREEMENT
Ex. D - 1