OF ANY MATERIAL CONTRACT OR RELATIONSHIP OF SEA COAST
WITH ANY VENDOR, SUPPLIER OR CUSTOMER OR THE NON-RENEWAL OR THREATENED
NON-RENEWAL OF ANY MATERIAL CONTRACT OR RELATIONSHIP OF SEA COAST WITH ANY
VENDOR, SUPPLIER OR CUSTOMER;
(F)
ANY INCURRENCE BY IT OF ANY INDEBTEDNESS FOR BORROWED MONEY
OR GUARANTY OR ANY COMMITMENT TO INCUR THE SAME;
(G)
ANY CHANGE IN ACCOUNTING METHODS OR PRINCIPLES OR THE
APPLICATION THEREOF OR ANY CHANGE IN SEA COAST'S POLICIES OR PRACTICES WITH
RESPECT TO ITEMS AFFECTING WORKING CAPITAL;
(H)
ANY DELAY OR REDUCTION IN CAPITAL EXPENDITURES IN
CONTEMPLATION OF THIS AGREEMENT OR OTHERWISE, OR ANY FAILURE TO CONTINUE TO MAKE
CAPITAL EXPENDITURES IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST
PRACTICE;
10
(I)
ANY ACCELERATION OF SHIPMENTS, SALES OR ORDERS OR OTHER
SIMILAR ACTION IN CONTEMPLATION OF THIS AGREEMENT OR OTHERWISE NOT IN THE
ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE;
(J)
ANY BONUS PAYMENTS, SALARY INCREASES, COMMISSION INCREASES
OR MODIFICATIONS, THE EXECUTION OF OR AMENDMENT OF ANY EMPLOYMENT AGREEMENT,
SEVERANCE ARRANGEMENT, OR CONSULTING ARRANGEMENT OR PLAN, EXCEPT AS CONTEMPLATED
IN SECTION 5.15 OR SET FORTH ON SCHEDULE 3.9;
(K)
ANY WAIVER OF ANY RIGHTS THAT, SINGLY OR IN THE AGGREGATE,
ARE MATERIAL TO SEA COAST'S BUSINESS, ITS ASSETS OR THE FINANCIAL CONDITION OR
RESULTS OF OPERATION OF SEA COAST;
(L)
ANY LABOR STRIKES OR DISRUPTIONS, UNION ORGANIZATIONAL
ACTIVITIES OR OTHER SIMILAR OCCURRENCE; OR
(M)
ANY CONTRACT OR COMMITMENT TO DO OR CAUSE TO BE DONE ANY OF THE
FOREGOING.
SECTION 3.10
CONTRACTS AND COMMITMENTS.
SCHEDULE 3.10 LISTS ALL EXISTING AGREEMENTS, COMMITMENTS, CONTRACTS,
UNDERTAKINGS OR UNDERSTANDINGS (A) TO WHICH SEA COAST IS A PARTY AS OF
AUGUST 15, 2005 OR (B) WHICH RELATE TO ANY OF ITS PROPERTIES OR ASSETS,
INCLUDING, BUT NOT LIMITED TO, TRADEMARK, TRADE NAME OR PATENT LICENSE
AGREEMENTS, SERVICE AGREEMENTS, LEASES, CHARTERS, CONTRACTS OF AFFREIGHTMENT,
PURCHASE OR SALE AGREEMENTS, SUPPLY AGREEMENTS, DISTRIBUTION OR DISTRIBUTOR
AGREEMENTS, PURCHASE ORDERS, CUSTOMER ORDERS AND EQUIPMENT RENTAL AGREEMENTS
THAT, IN THE CASE OF EITHER CLAUSE (A) OR (B), ARE EITHER MATERIAL TO SEA COAST
OR INVOLVE CONSIDERATION WITH A VALUE OF $75,000 OR MORE.
SEA COAST IS NOT IN
BREACH OF OR DEFAULT UNDER ANY AGREEMENT, LEASE, CONTRACT OR COMMITMENT LISTED
OR OF A TYPE REQUIRED TO BE LISTED ON SCHEDULE 3.10 (COLLECTIVELY, THE
"AGREEMENTS").
EACH AGREEMENT IS VALID, BINDING AND IN FULL FORCE AND EFFECT
AND IS AN ENFORCEABLE AGREEMENT OF SEA COAST AND, TO THE KNOWLEDGE OF SELLER,
THE OTHER PARTIES THERETO.
TO SELLER'S KNOWLEDGE, THERE HAS NOT OCCURRED ANY
BREACH OR DEFAULT UNDER ANY AGREEMENT ON THE PART OF THE OTHER PARTIES THERETO,
AND NO EVENT HAS OCCURRED WHICH WITH THE GIVING OF NOTICE OR THE LAPSE OF TIME,
OR BOTH, WOULD CONSTITUTE A DEFAULT UNDER ANY AGREEMENT.
THERE IS NO DISPUTE
BETWEEN THE PARTIES TO ANY AGREEMENT AS TO THE INTERPRETATION THEREOF OR AS TO
WHETHER ANY PARTY IS IN BREACH OR DEFAULT THEREUNDER, AND NO PARTY TO ANY
AGREEMENT HAS INDICATED TO SEA COAST ITS INTENTION TO