OF EACH DEBENTURE, NOTE, AND
OTHER EVIDENCE OF INDEBTEDNESS, STOCK, SECURITY (INCLUDING RIGHTS TO PURCHASE
AND DERIVATIVE SECURITIES OR RIGHTS), INTERESTS IN JOINT VENTURES AND GENERAL
AND LIMITED PARTNERSHIPS, MORTGAGE LOANS AND OTHER INVESTMENT OR PORTFOLIO
ASSETS OWNED OF RECORD OR BENEFICIALLY BY MOREX, THE LEGAL NAME OF THE RECORD
AND BENEFICIAL OWNER THEREOF, THE LOCATION OF THE CERTIFICATES, IF ANY,
THEREFOR, THE MATURITY DATE, IF ANY, AND ANY STOCK OR BOND POWERS OR OTHER
AUTHORITY FOR TRANSFER GRANTED WITH RESPECT THERETO.
4.27
LIABILITIES AND INDEBTEDNESS.
ON THE CLOSING DATE, MOREX SHALL
HAVE NO INDEBTEDNESS OR LIABILITIES, INCLUDING BUT NOT LIMITED TO CLAIMS OF ANY
NATURE, EXCEPT FOR INDEBTEDNESS OR LIABILITIES INCURRED IN THE ORDINARY COURSE
OF BUSINESS CONSISTENT WITH PAST PRACTICE AND REFLECTED ON THE COMPANY
FINANCIALS OR INCURRED IN THE ORDINARY COURSE OF BUSINESS BETWEEN JUNE 30, 2005
AND THE CLOSING DATE.
4.28
CONTRACTS.
SCHEDULE 4.28 SETS FORTH A LIST OF ALL MATERIAL
CONTRACTS TO WHICH MOREX IS A PARTY INCLUDING:
(A)
ANY AGREEMENT (OR GROUP OF RELATED AGREEMENTS) FOR THE PURCHASE OR
SALE OF RAW MATERIALS, COMMODITIES, SUPPLIES, PRODUCTS, OR OTHER PERSONAL
PROPERTY, OR FOR THE FURNISHING OR RECEIPT OF SERVICES, NOT ENTERED INTO IN THE
ORDINARY COURSE OF BUSINESS;
(B)
ANY AGREEMENT CONCERNING A PARTNERSHIP, JOINT VENTURE OR LIMITED
LIABILITY COMPANY VENTURE;
(C)
ANY AGREEMENT (OR GROUP OF RELATED AGREEMENTS) UNDER WHICH IT HAS
CREATED, INCURRED, ASSUMED, OR GUARANTEED ANY INDEBTEDNESS FOR BORROWED MONEY,
IN EXCESS OF $10,000 OR PURSUANT TO WHICH A LIEN HAS BEEN PLACED ON ANY OF ITS
ASSETS, TANGIBLE OR INTANGIBLE, IN EXCESS OF $10,000;
(D)
ANY AGREEMENT CONCERNING CONFIDENTIALITY OR NON-COMPETITION;
(E)
ANY AGREEMENT BETWEEN ANY MEMBER OR THEIR AFFILIATES AND MOREX;
(F)
ANY AGREEMENT UNDER WHICH MOREX HAS ADVANCED OR LOANED MONIES TO
ANY DIRECTOR, OFFICER, OR EMPLOYEE;
28
(G)
ANY AGREEMENT WHICH RESTRICTS MOREX FROM ENGAGING IN THE BUSINESS
ANYWHERE IN THE WORLD;
(H)
ANY SETTLEMENT OR SIMILAR AGREEMENT, THE PERFORMANCE OF WHICH WILL
REQUIRE MOREX TO PAY, OR ENTITLES MOREX TO RECEIVE, AFTER THE CLOSING DATE
CONSIDERATION IN EXCESS OF $10,000;
(I)
ANY AGREEMENT RELATING TO ANY ACQUISITION, DIVESTITURE, MERGER OR
SIMILAR TRANSACTION INVOLVING CONSIDERATION IN EXCESS OF $10,000, WHICH CONTAINS
REPRESENTATIONS, WARRANTIES, COVENANTS, INDEMNITIES OR OTHER OBLIGATIONS WHICH
ARE STILL IN EFFECT;
(J)
ANY POWERS OF ATTORNEY (OTHER THAN A POWER OF ATTORNEY GIVEN IN
THE ORDINARY COURSE OF BUSINESS FOR ROUTINE TAX MATTERS);
(K)
ANY CONTRACT RELATING TO PENDING CAPITAL EXPENDITURES OF MOREX IN
EXCESS OF $10,000;
(L)
ANY AGREEMENT UNDER WHICH MOREX HAS ADVANCED OR LOANED ANY OTHER
PERSON AMOUNTS IN THE AGGREGATE EXCEEDING $10,000; AND
(M)
ANY OTHER AGREEMENT (OR GROUP OF RELATED AGREEMENTS) THE
PERFORMANCE OF WHICH INVOLVES CONSIDERATION IN EXCESS OF $50,000.
Morex has delivered, or made available, to THK, a correct and complete copy of
each written agreement listed in Schedule 4.28 (as amended to date) and a
written summary setting forth the material terms and conditions of each oral
agreement, if any, referred to in Schedule 4.28. Each agreement