(A) OF THE TYPE ENGAGED IN BY BORROWER AND THE OTHER CREDIT PARTIES AS
OF THE CLOSING DATE, (B) SUBSTANTIALLY SIMILAR TO THE BUSINESS ENGAGED IN BY
BORROWER AND THE OTHER CREDIT PARTIES AS OF THE CLOSING DATE, OR (C) THAT
TRANSPORTS ON BEHALF OF THIRD PARTIES DATA COMMUNICATIONS.
(B)
HOLDINGS WILL ENGAGE IN NO BUSINESS OTHER THAN (I) ITS OWNERSHIP
OF THE STOCK OF BORROWER, (II) ITS PERFORMANCE OF THE SHARE REPURCHASE DOCUMENTS
AND ACTIVITIES INCIDENTAL THERETO AND (III) THE ISSUANCE OF STOCK TO THE EXTENT
NOT PROHIBITED BY SECTION 3.18.
NOTWITHSTANDING THE FOREGOING, HOLDINGS MAY
ENGAGE IN THOSE ACTIVITIES THAT ARE INCIDENTAL TO (A) THE MAINTENANCE OF ITS
CORPORATE EXISTENCE IN COMPLIANCE WITH APPLICABLE LAW, AND ITS STATUS AS A
PUBLICLY HELD COMPANY (B) LEGAL, TAX AND ACCOUNTING MATTERS IN CONNECTION WITH
ANY OF THE FOREGOING ACTIVITIES, (C) ENTERING INTO, AND PERFORMING ITS
OBLIGATIONS UNDER, THE LOAN DOCUMENTS TO WHICH IT IS A PARTY AND (D) ENTERING
INTO, AND PERFORMING ITS OBLIGATIONS UNDER TRANSACTIONS EXPRESSLY PERMITTED TO
BE ENTERED INTO BY HOLDINGS HEREUNDER.
3.11
CHANGES RELATING TO INDEBTEDNESS.
HOLDINGS AND BORROWER SHALL NOT
AND SHALL NOT CAUSE OR PERMIT BORROWER'S SUBSIDIARIES TO DIRECTLY OR INDIRECTLY
CHANGE OR AMEND THE TERMS OF ANY OF ITS INDEBTEDNESS PERMITTED BY SECTION
3.1(C), (I) OR (J):
(A) HAVING AN OUTSTANDING PRINCIPAL BALANCE IN EXCESS OF
$5,000,000 IF THE EFFECT OF SUCH AMENDMENT IS TO: (I) INCREASE THE INTEREST
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RATE ON SUCH INDEBTEDNESS BY MORE THAN 1.00% OVER THE AMOUNT SET FORTH IN THE
ORIGINAL DOCUMENTATION GOVERNING SUCH INDEBTEDNESS; (II) ACCELERATE THE DATES
UPON WHICH PAYMENTS OF PRINCIPAL OR INTEREST ARE DUE ON OR INCREASE THE
PRINCIPAL AMOUNT OF OR CHANGE THE REDEMPTION OR PREPAYMENT PROVISIONS OF SUCH
INDEBTEDNESS OR, DIRECTLY OR INDIRECTLY, VOLUNTARILY PURCHASE, REDEEM, DEFEASE
OR PREPAY ANY PRINCIPAL OF, PREMIUM, IF ANY, INTEREST OR OTHER AMOUNT PAYABLE IN
RESPECT OF ANY SUCH INDEBTEDNESS, OTHER THAN INDEBTEDNESS SECURED BY A PERMITTED
ENCUMBRANCE IF THE ASSET SECURING SUCH INDEBTEDNESS HAS BEEN SOLD OR OTHERWISE
DISPOSED OF IN ACCORDANCE WITH SECTION 3.7(B); (III) ADD OR MAKE MORE
RESTRICTIVE ANY EVENT OF DEFAULT OR ANY COVENANT WITH RESPECT TO SUCH
INDEBTEDNESS; OR (IV) CHANGE OR AMEND ANY OTHER TERM IF SUCH CHANGE OR AMENDMENT
WOULD MATERIALLY INCREASE THE OBLIGATIONS OF THE OBLIGOR OR CONFER ADDITIONAL
MATERIAL RIGHTS ON THE HOLDER OF SUCH INDEBTEDNESS IN A MANNER ADVERSE TO
HOLDINGS OR ANY OF ITS SUBSIDIARIES OR LENDERS; OR (B) WHICH IS SUBORDINATED
DEBT IF THE EFFECT OF SUCH AMENDMENT IS TO: (I) CHANGE THE SUBORDINATION
PROVISIONS THEREOF (OR THE SUBORDINATION TERMS OF ANY GUARANTY THEREOF); OR (II)
INCREASE THE PORTION OF INTEREST PAYABLE IN CASH WITH RESPECT TO ANY
INDEBTEDNESS FOR WHICH INTEREST IS PAYABLE BY THE ISSUANCE OF PAYMENT-IN-KIND
NOTES OR IS PERMITTED TO ACCRUE.
3.12
FISCAL YEAR.
EACH OF HOLDINGS AND BORROWER SHALL NOT CHANGE ITS
FISCAL YEAR OR PERMIT ANY OF BORROWER'S SUBSIDIARIES TO CHANGE ITS RESPECTIVE
FISCAL YEARS.
3.13
PRESS RELEASE; PUBLIC OFFERING MATERIALS.
HOLDINGS AND BORROWER
EACH AGREES