NEGOTIATION, EXECUTION OR DELIVERY OF ANY AGREEMENT,
COMMITMENT OR CONTRACT HAVING A TERM EXCEEDING ONE YEAR OR INVOLVING AN AMOUNT
IN EXCESS OF $100,000;
(G)
THE NEGOTIATION OR EXECUTION OF ANY CHARTER COMMITMENTS WITH
RESPECT TO ARTICULATED-TUG BARGE UNITS;
(H)
THE NEGOTIATION OR EXECUTION OF ANY VESSEL CONSTRUCTION AGREEMENT;
21
(I)
ANY INCURRENCE BY SIRIUS OF ANY INDEBTEDNESS FOR BORROWED MONEY
OR GUARANTY OR ANY COMMITMENT TO INCUR ANY INDEBTEDNESS OR ANY GUARANTY;
(J)
ANY CHANGE IN ACCOUNTING METHODS OR PRINCIPLES OR THE APPLICATION
THEREOF OR ANY CHANGE IN SIRIUS'S POLICIES OR PRACTICES WITH RESPECT TO ITEMS
AFFECTING WORKING CAPITAL;
(K)
ANY DELAY OR REDUCTION IN CAPITAL EXPENDITURES OR PAYMENT OF
VENDORS IN CONTEMPLATION OF THIS AGREEMENT OR OTHERWISE NOT IN THE ORDINARY
COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE, OR ANY FAILURE TO CONTINUE TO
MAKE CAPITAL EXPENDITURES OR PAY VENDORS IN THE ORDINARY COURSE OF BUSINESS
CONSISTENT WITH PAST PRACTICE;
(L)
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;
(M)
ANY ACCELERATION OF THE COLLECTION OF ACCOUNTS RECEIVABLE IN
CONTEMPLATION OF THIS AGREEMENT OR OTHERWISE NOT IN THE ORDINARY COURSE OF
BUSINESS CONSISTENT WITH PAST PRACTICE;
(N)
ANY BONUS PAYMENTS, SALARY INCREASES, COMMISSION INCREASES OR
MODIFICATIONS, THE EXECUTION OF ANY EMPLOYMENT AGREEMENT, SEVERANCE ARRANGEMENT,
OR CONSULTING ARRANGEMENT OR PLAN (OR ANY AMENDMENT THERETO), EXCEPT AS
CONTEMPLATED IN SECTION 6.12(C) OR SET FORTH ON SCHEDULE 4.9;
(O)
ANY WAIVER OF ANY RIGHTS THAT, SINGLY OR IN THE AGGREGATE, ARE
MATERIAL TO SIRIUS'S BUSINESS, ITS ASSETS OR THE FINANCIAL CONDITION OR RESULTS
OF OPERATIONS OF SIRIUS;
(P)
ANY LABOR STRIKES OR DISRUPTIONS, UNION ORGANIZATIONAL ACTIVITIES
OR OTHER SIMILAR OCCURRENCE; OR
(Q)
ANY CONTRACT OR COMMITMENT TO DO OR CAUSE TO BE DONE ANY OF THE
FOREGOING.
SECTION 4.10
CONTRACTS AND COMMITMENTS.
SCHEDULE 4.10 LISTS ALL
AGREEMENTS, COMMITMENTS, CONTRACTS, UNDERTAKINGS OR UNDERSTANDINGS (A) TO WHICH
SIRIUS IS A PARTY AS OF THE DATE OF THIS AGREEMENT OR (B) WHICH RELATE TO ANY OF
ITS PROPERTIES OR ASSETS, INCLUDING, BUT NOT LIMITED TO, TRADEMARK, TRADE NAME
OR PATENT LICENSE AGREEMENTS, SOFTWARE LICENSE AGREEMENTS (OTHER THAN FOR
OFF-THE-SHELF SOFTWARE), 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
SIRIUS OR INVOLVE CONSIDERATION WITH A VALUE OF $10,000 OR MORE.
EXCEPT AS SET
FORTH IN SCHEDULE 4.10, SIRIUS 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 4.10 (COLLECTIVELY, THE "CONTACTS").
EACH CONTRACT IS VALID,
BINDING AND IN FULL FORCE AND EFFECT AND IS AN ENFORCEABLE AGREEMENT OF SIRIUS
AND, TO THE KNOWLEDGE OF SELLERS, THE OTHER PARTIES THERETO.
EXCEPT AS SET
FORTH IN SCHEDULE 4.10, TO THE KNOWLEDGE OF SELLERS, THERE HAS NOT OCCURRED ANY