AND NONASSESSABLE.
THERE ARE NO
OUTSTANDING PREEMPTIVE, CONVERSION OR OTHER RIGHTS, OPTIONS, WARRANTS OR
AGREEMENTS GRANTED OR ISSUED BY OR BINDING UPON ANY SUBSIDIARY FOR THE PURCHASE
OR ACQUISITION OF ANY SHARES OF CAPITAL STOCK OF ANY SUBSIDIARY OR ANY OTHER
SECURITIES CONVERTIBLE INTO, EXCHANGEABLE FOR OR EVIDENCING THE RIGHTS TO
SUBSCRIBE FOR ANY SHARES OF SUCH CAPITAL STOCK.
NEITHER THE COMPANY NOR ANY
SUBSIDIARY IS SUBJECT TO ANY OBLIGATION (CONTINGENT OR OTHERWISE) TO REPURCHASE
OR OTHERWISE ACQUIRE OR RETIRE ANY SHARES OF THE CAPITAL STOCK OF ANY SUBSIDIARY
OR ANY CONVERTIBLE SECURITIES, RIGHTS, WARRANTS OR OPTIONS OF THE TYPE DESCRIBED
IN THE PRECEDING SENTENCE EXCEPT AS SET FORTH ON SCHEDULE 2.1(G) HERETO.
NEITHER THE COMPANY NOR ANY SUBSIDIARY IS PARTY TO, NOR HAS ANY KNOWLEDGE OF,
ANY AGREEMENT RESTRICTING THE VOTING OR TRANSFER OF ANY SHARES OF THE CAPITAL
STOCK OF ANY SUBSIDIARY.
(H)
NO MATERIAL ADVERSE CHANGE.
SINCE JUNE 30, 2004, THE COMPANY HAS
NOT EXPERIENCED OR SUFFERED ANY MATERIAL ADVERSE EFFECT, EXCEPT AS DISCLOSED ON
SCHEDULE 2.1(H) HERETO.
(I)
NO UNDISCLOSED LIABILITIES.
EXCEPT AS DISCLOSED ON SCHEDULE
2.1(I) HERETO, NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES HAS INCURRED ANY
LIABILITIES, OBLIGATIONS, CLAIMS OR LOSSES (WHETHER LIQUIDATED OR UNLIQUIDATED,
SECURED OR UNSECURED, ABSOLUTE, ACCRUED, CONTINGENT OR OTHERWISE) OTHER THAN
THOSE SET FORTH IN THE FINANCIAL STATEMENTS INCLUDED AS PART OF THE FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2004, OR SUBSEQUENTLY INCURRED IN THE ORDINARY
COURSE OF THE COMPANY'S OR ITS SUBSIDIARIES RESPECTIVE BUSINESSES OR WHICH,
INDIVIDUALLY OR IN THE AGGREGATE, ARE NOT REASONABLY LIKELY TO HAVE A MATERIAL
ADVERSE EFFECT.
(J)
NO UNDISCLOSED EVENTS OR CIRCUMSTANCES.
SINCE JUNE 30, 2004,
EXCEPT AS DISCLOSED ON SCHEDULE 2.1(J) HERETO, OR AS OTHERWISE CONTAINED IN THE
COMMISSION DOCUMENTS, NO
5
EVENT OR CIRCUMSTANCE HAS OCCURRED OR EXISTS WITH RESPECT TO THE COMPANY OR ITS
SUBSIDIARIES OR THEIR RESPECTIVE BUSINESSES, PROPERTIES, PROSPECTS, OPERATIONS
OR FINANCIAL CONDITION, WHICH, UNDER APPLICABLE LAW, RULE OR REGULATION,
REQUIRES PUBLIC DISCLOSURE OR ANNOUNCEMENT BY THE COMPANY BUT WHICH HAS NOT BEEN
SO PUBLICLY ANNOUNCED OR DISCLOSED.
(K)
INDEBTEDNESS.
SCHEDULE 2.1(K) HERETO SETS FORTH AS OF THE DATE
HEREOF ALL OUTSTANDING SECURED AND UNSECURED INDEBTEDNESS OF THE COMPANY OR ANY
SUBSIDIARY, OR FOR WHICH THE COMPANY OR ANY SUBSIDIARY HAS COMMITMENTS AND WHICH
HAS NOT BEEN PREVIOUSLY DISCLOSED IN THE COMMISSION DOCUMENTS.
FOR THE PURPOSES
OF THIS AGREEMENT, "INDEBTEDNESS" SHALL MEAN (A) ANY LIABILITIES FOR BORROWED
MONEY OR AMOUNTS OWED IN EXCESS OF $300,000 (OTHER THAN TRADE ACCOUNTS PAYABLE
INCURRED IN THE ORDINARY COURSE OF BUSINESS), (B) ALL GUARANTIES, ENDORSEMENTS
AND OTHER CONTINGENT OBLIGATIONS IN RESPECT OF INDEBTEDNESS OF OTHERS, WHETHER
OR NOT THE SAME ARE OR SHOULD BE REFLECTED IN THE COMPANY'S BALANCE SHEET (OR
THE NOTES THERETO), EXCEPT GUARANTIES BY ENDORSEMENT OF NEGOTIABLE INSTRUMENTS
FOR DEPOSIT OR COLLECTION OR SIMILAR TRANSACTIONS IN THE ORDINARY COURSE OF
BUSINESS; AND (C) THE PRESENT VALUE OF ANY LEASE PAYMENTS IN EXCESS OF $25,000
DUE UNDER LEASES REQUIRED TO BE CAPITALIZED IN ACCORDANCE WITH GAAP.
NEITHER