OR OTHER SIMILAR SERVICES)
WITH ANY AFFILIATE OR WITH ANY DIRECTOR, OFFICER OR EMPLOYEE OF ANY CREDIT
PARTY, EXCEPT (A) AS SET FORTH ON SCHEDULE 3.8, (B) TRANSACTIONS IN THE ORDINARY
COURSE OF AND PURSUANT TO THE REASONABLE REQUIREMENTS OF THE BUSINESS OF ANY
SUCH CREDIT PARTY OR ANY OF ITS SUBSIDIARIES AND UPON FAIR AND REASONABLE TERMS
WHICH ARE FULLY DISCLOSED TO AGENT AND ARE NO LESS FAVORABLE TO ANY SUCH CREDIT
PARTY OR ANY OF ITS SUBSIDIARIES THAN WOULD BE OBTAINED IN A COMPARABLE ARM'S
LENGTH TRANSACTION WITH A PERSON THAT IS NOT AN AFFILIATE, (C) PAYMENT OF
REASONABLE COMPENSATION TO OFFICERS AND EMPLOYEES FOR SERVICES ACTUALLY RENDERED
TO ANY SUCH CREDIT PARTY OR ANY OF ITS SUBSIDIARIES AND (D) PAYMENT OF FEES AND
INDEMNITIES FOR, AND ANY OTHER ARRANGEMENTS IN RESPECT OF DIRECTORS THAT ARE
CUSTOMARY AND REASONABLE FOR SIMILARLY SITUATED COMPANIES AS SUCH CREDIT PARTY,
(E) TRANSACTIONS BETWEEN OR AMONG BORROWER AND WHOLLY-OWNED DOMESTIC
SUBSIDIARIES, AND (F) OTHER TRANSACTIONS EXPRESSLY PERMITTED BY THIS AGREEMENT.
3.9
CONDUCT OF BUSINESS.
THE CREDIT PARTIES
SHALL NOT AND SHALL NOT CAUSE OR PERMIT THEIR SUBSIDIARIES TO DIRECTLY OR
INDIRECTLY ENGAGE IN ANY BUSINESS OTHER THAN BUSINESSES OF THE TYPE DESCRIBED ON
SCHEDULE 3.9, AND SUCH OTHER BUSINESSES AS ARE REASONABLY RELATED THERETO.
3.10
CHANGES RELATING TO INDEBTEDNESS.
THE CREDIT
PARTIES SHALL NOT AND SHALL NOT CAUSE OR PERMIT THEIR SUBSIDIARIES TO DIRECTLY
OR INDIRECTLY CHANGE OR AMEND THE TERMS OF ANY OF ITS INDEBTEDNESS PERMITTED BY
SECTION 3.1 IF THE EFFECT OF SUCH AMENDMENT IS TO: (A) INCREASE THE INTEREST
RATE ON SUCH INDEBTEDNESS BY MORE THAN 2.0% PER ANNUM; (B) CHANGE THE DATES UPON
WHICH PAYMENTS OF PRINCIPAL OR INTEREST ARE DUE ON OR PRINCIPAL AMOUNT OF SUCH
INDEBTEDNESS IN A MANNER MATERIALLY ADVERSE TO ANY CREDIT PARTY; (C) CHANGE ANY
EVENT OF DEFAULT IN A MANNER MADE MORE RESTRICTIVE OR ADD OR MAKE MORE
RESTRICTIVE ANY COVENANT WITH RESPECT TO SUCH INDEBTEDNESS; (D) CHANGE THE
REDEMPTION OR PREPAYMENT PROVISIONS OF SUCH INDEBTEDNESS IN A MANNER MATERIALLY
ADVERSE TO ANY CREDIT PARTY; (E) CHANGE THE SUBORDINATION PROVISIONS THEREOF (OR
THE SUBORDINATION TERMS OF ANY GUARANTY THEREOF); OR (F) CHANGE OR AMEND ANY
OTHER TERM IF SUCH CHANGE OR AMENDMENT WOULD MATERIALLY INCREASE THE OBLIGATIONS
OF THE OBLIGOR OR CONFER ADDITIONAL MATERIAL
36
rights on the holder of such Indebtedness in a manner materially adverse to any
Credit Party or Lenders.
3.11
FISCAL YEAR.
NO CREDIT PARTY SHALL CHANGE ITS
FISCAL YEAR OR PERMIT ANY OF ITS SUBSIDIARIES TO CHANGE THEIR RESPECTIVE FISCAL
YEARS WITHOUT GIVING AGENT AT LEAST THIRTY (30) DAYS PRIOR WRITTEN NOTICE
THEREOF.
3.12
PRESS RELEASE; PUBLIC OFFERING MATERIALS.
EACH
CREDIT PARTY EXECUTING THIS AGREEMENT AGREES THAT NEITHER IT NOR ITS AFFILIATES
WILL IN THE FUTURE ISSUE ANY PRESS RELEASES OR OTHER PUBLIC DISCLOSURE,
INCLUDING ANY PROSPECTUS, PROXY STATEMENT OR OTHER MATERIALS FILED WITH ANY
GOVERNMENTAL AUTHORITY RELATING TO A PUBLIC OFFERING OF THE STOCK OF ANY CREDIT
PARTY, USING THE NAME OF GE CAPITAL OR