THE BOOKS OF
ACCOUNT, MINUTE BOOKS, STOCK RECORD BOOKS, AND OTHER RECORDS OF THE SEA COAST,
ALL OF WHICH HAVE BEEN MADE AVAILABLE TO BUYER, ARE COMPLETE AND CORRECT AND
HAVE BEEN MAINTAINED IN ACCORDANCE WITH SOUND BUSINESS PRACTICES, IN EACH CASE
FROM AND AFTER JANUARY 1, 1995.
EXCEPT AS SET FORTH IN SCHEDULE 3.28, SEA COAST
HAS DEVISED AND MAINTAINS A SYSTEM OF INTERNAL ACCOUNTING CONTROLS SUFFICIENT TO
PROVIDE REASONABLE ASSURANCES THAT (I) TRANSACTIONS ARE EXECUTED IN ACCORDANCE
WITH MANAGEMENT'S GENERAL OR SPECIFIC AUTHORIZATION, (II) TRANSACTIONS ARE
RECORDED AS NECESSARY (A) TO PERMIT PREPARATION OF FINANCIAL STATEMENTS IN
CONFORMITY WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES OR ANY OTHER CRITERIA
APPLICABLE TO SUCH STATEMENTS AND (B) TO MAINTAIN ACCOUNTABILITY FOR ASSETS,
(III) ACCESS TO ASSETS IS PERMITTED ONLY IN ACCORDANCE WITH MANAGEMENT'S GENERAL
OR SPECIFIC AUTHORIZATION AND (IV) THE RECORDED ACCOUNTABILITY FOR ASSETS IS
COMPARED WITH THE EXISTING ASSETS AT REASONABLE INTERVALS AND APPROPRIATE ACTION
IS TAKEN WITH RESPECT TO ANY DIFFERENCES.
SINCE JANUARY 1, 1995, THE BOOKS,
RECORDS AND ACCOUNTS OF SEA COAST HAVE ACCURATELY AND FAIRLY REFLECTED AND
CURRENTLY ACCURATELY AND FAIRLY REFLECT, IN REASONABLE DETAIL AND IN ALL
MATERIAL RESPECTS, THE TRANSACTIONS AND DISPOSITIONS OF THE ASSETS OF SEA
COAST.
THE MINUTE BOOKS OF SEA COAST CONTAIN ACCURATE AND COMPLETE RECORDS OF
ALL MEETINGS HELD OF, AND CORPORATE ACTION TAKEN BY, THE STOCKHOLDERS, BOARD OF
DIRECTORS AND COMMITTEES OF THE BOARD OF DIRECTORS OF SEA COAST SINCE JANUARY 1,
1995, AND NO MEETING OF ANY SUCH STOCKHOLDERS, BOARD OF DIRECTORS OR COMMITTEE
HAS BEEN HELD SINCE JANUARY 1, 1995 FOR WHICH MINUTES HAVE NOT BEEN PREPARED AND
ARE NOT CONTAINED IN SUCH MINUTE BOOKS.
SECTION 3.29
SAFETY REPORTS.
SCHEDULE 3.29 SETS
FORTH A COMPLETE LISTING OF ALL INJURY REPORTS, WORKERS' COMPENSATION REPORTS
AND CLAIMS, SAFETY CITATIONS AND REPORTS AND OSHA REPORTS RELATING TO ANY OF THE
FOREGOING SINCE JANUARY 1, 2002.
SECTION 3.30
TRANSACTIONS WITH CERTAIN PERSONS.
EXCEPT AS SET FORTH ON SCHEDULE 3.30, DURING THE PAST TWO YEARS, SEA COAST HAS
NOT, DIRECTLY OR INDIRECTLY, PURCHASED, LEASED OR OTHERWISE ACQUIRED ANY
PROPERTY OR OBTAINED ANY SERVICES FROM, OR SOLD, LEASED OR OTHERWISE DISPOSED OF
ANY PROPERTY OR FURNISHED ANY SERVICES TO, OR OTHERWISE DEALT WITH (EXCEPT WITH
RESPECT TO REMUNERATION FOR SERVICES RENDERED AS A DIRECTOR, OFFICER OR EMPLOYEE
OF SEA COAST), IN THE ORDINARY COURSE OF BUSINESS OR OTHERWISE, (A) ANY OFFICER,
DIRECTOR OR SHAREHOLDER OF SEA COAST OR ANY FAMILY MEMBER OF ANY SUCH PERSON OR
(B) ANY PERSON WHICH, DIRECTLY OR INDIRECTLY, ALONE OR TOGETHER WITH OTHERS,
CONTROLS, IS CONTROLLED BY OR IS UNDER COMMON CONTROL WITH SEA COAST OR ANY
SHAREHOLDER THEREOF. SEA COAST DOES NOT OWE ANY AMOUNT TO, NOR DOES IT HAVE ANY
CONTRACT WITH OR COMMITMENT TO, ANY OF ITS SHAREHOLDERS, DIRECTORS, OFFICERS,
EMPLOYEES, FAMILIES OF EMPLOYEES (INCLUDING RELATIVES BY MARRIAGE) OR
CONSULTANTS (OTHER THAN COMPENSATION TO EMPLOYEES FOR CURRENT SERVICES NOT YET
DUE AND PAYABLE AND REIMBURSEMENT OF EXPENSES OF EMPLOYEES ARISING IN THE
ORDINARY COURSE OF BUSINESS AND