MASTER GUARANTY AGREEMENT

 

This MASTER GUARANTY AGREEMENT (this "Guaranty"),dated as of  April 3, 2001, is executedand delivered by each of the undersigned parties and any party hereafter addedas a "Guarantor" pursuant to a Joinder Agreement (each a "Guarantor"and collectively the "Guarantors"), to and in favor of BANK OFAMERICA, N.A., a national banking association, as administrative agent for theequal and ratable benefit of itself and the other financial institutions now orhereafter party to the hereinafter described Credit Agreement (the "AdministrativeAgent").

 

WITNESSETH:

 

WHEREAS, F.Y.I. Incorporated ("Borrower")entered into that certain Credit Agreement dated as of April 3, 2001, with thefinancial institutions parties thereto (each individually a "Lender"and collectively, the "Lenders") and the Administrative Agent(such agreement, as it may be amended, renewed, extended, restated, replaced,substituted, supplemented, or otherwise modified from time to time, is referredto herein as the "Credit Agreement") and, in connectiontherewith, interalia, (a) Borrower has executed and deliveredthose certain Promissory Notes payable to the order of the Lenders evidencingcertain revolving commitments and related Loans (collectively, the "RevolvingNotes"), and (b) Borrower has executed and delivered that certainPromissory Note (Swingline Advances), payable to the order of theAdministrative Agent (the "Swingline Note"; the RevolvingNotes and the Swingline Note, as they may be amended, renewed, extended,restated, replaced, substituted, supplemented, or otherwise modified from timeto time, are each individually referred to as a "Note" andcollectively as the "Notes"; the Credit Agreement, the Notes,and all mortgages, deeds of trust, security agreements, pledge agreements,assignments, guaranties, and other agreements, documents, instruments, andcertificates now or hereafter executed and/or delivered in connectiontherewith, and any and all amendments, modifications, renewals, extensions, restatements,and/or supplements thereto from time to time, are hereinafter collectivelycalled the "Loan Documents");

 

WHEREAS, each Guarantor has directly and indirectlybenefitted and will directly and indirectly benefit from the loans and othercredit accommodations evidenced and governed by the Credit Agreement and theNotes (the "Loans") and the other transactions evidenced byand contemplated in the Loan Documents; and

 

WHEREAS, the execution by the Guarantors of thisGuaranty is required by the Credit Agreement as a condition to makingextensions of credit thereunder from and after the Closing Date.

 

NOW, THEREFORE, for good and valuable consideration,the receipt and adequacy of which are hereby acknowledged, each Guarantorhereby jointly and severally agrees as follows:

 

# 1.                Definitions.    Unless otherwise defined in this Guaranty,all terms beginning with a capital letter as used in this Guaranty shall havethe meanings ascribed to such terms in the Credit Agreement. As used herein,the terms "Borrower" and "Guarantor" shall also include (a)any successor individual or individuals, association, partnership, corporationor other Person to which all or a substantial part of the business or assets ofBorrower or any Guarantor, as applicable, shall have been transferred,including, without limitation, a debtor-in-possession under the BankruptcyCode, and (b) in the case of Borrower or a corporate Guarantor, any othercorporation into or with which any Guarantor or Borrower shall have beenmerged, consolidated, reorganized, or absorbed; provided however, suchdefinitions are not intended to indicate that Borrower or any Guarantor isauthorized to transfer its business or assets or to merge, consolidate orreorganize into or with another corporation in violation of any provisioncontained in any of the Loan Documents.

 

# 2.                Guaranty of Indebtedness,Liabilities and Obligations.    EachGuarantor, jointly and severally, hereby irrevocably and unconditionallyguarantees (a) payment to the Administrative Agent and the Lenders of any andall Obligations, including, without limitation, any and all (i) interest,penalties, fees, and expenses (specifically including, but not limited to,attorneys' fees and expenses) which Borrower may now or at any time hereafterowe to the Administrative Agent or any Lender (whether or not such interest,penalties, fees, and expenses are enforceable against Borrower) pursuant to theCredit Agreement, any Note, or any other Loan Document plus (ii) theprincipal amount of any and all indebtedness, liabilities, and otherobligations, whether direct, indirect, fixed, contingent, liquidated,unliquidated, joint, several, or joint and several, due or to become due andwhether arising by agreement, note, discount, acceptance, overdraft, or otherwise,which Borrower may now or at any time hereafter owe to the Administrative Agentor any Lender (whether or not such indebtedness, liabilities, and obligationsare enforceable against Borrower) pursuant to the Credit Agreement, any Note,or any other Loan Document and (b) the faithful, prompt and complete complianceby Borrower with all terms, conditions, covenants, agreements, and undertakingsof Borrower under the Credit Agreement, any Note, or any other Loan Documents(the Obligations and the interest, penalties, fees, expenses, indebtedness,liabilities, and obligations referred to in clauses(a) and (b)preceding as to which payment and performance is guaranteed pursuant to thisGuaranty are hereinafter individually and collectively called the "GuaranteedObligations").

 

Notwithstanding that Borrower may not be liable orobligated to the Administrative Agent or any Lender for interest and/orattorneys' fees and expenses on, or in connection with, the GuaranteedObligations from and after the Petition Date (as hereinafter defined) as aresult of the provisions of the federal bankruptcy laws or otherwise, theGuaranteed Obligations for which each Guarantor shall be liable and obligatedunder this Guaranty shall include interest accruing on the GuaranteedObligations at the highest rate provided for in the Credit Agreement from andafter the date on which Borrower files for protection under the federalbankruptcy laws or from and after the date on which an involuntary proceedingis filed against Borrower under the federal bankruptcy laws (hereincollectively referred to as the "Petition Date") and allattorneys’ fees and expenses incurred by the Administrative Agent or any Lenderfrom and after the Petition Date in connection with the Guaranteed Obligations.

 

Notwithstanding anything to the contrary contained inthis Guaranty, however, the Guaranteed Obligations guaranteed by each Guarantorhereunder shall not exceed an aggregate amount equal to the greatest amountthat would not render such Guarantor's obligations under this Guaranty subjectto avoidance under Sections 544, 548 or 550 of the Bankruptcy Code or subjectto being set aside or annulled under any applicable state law relating to fraudon creditors; provided, however, that for purposes of thissentence it shall be presumed that the Guaranteed Obligations guaranteed by anyGuarantor under this Guaranty do not equal or exceed any aggregate amount whichwould render such Guarantor's obligations under this Guaranty subject to beingso avoided, set aside or annulled, and the burden of proof to the contraryshall be on the party asserting to the contrary.  Subject to, but without limiting the generality of the foregoing,the provisions of this Guaranty are severable and, in any action or proceedinginvolving any state corporate law or any bankruptcy, insolvency, fraudulentconveyance, fraudulent transfer or similar law affecting the rights ofcreditors generally, if the obligations of any Guarantor under this Guarantywould otherwise be held or determined to be void, invalid or unenforceable onaccount of the amount of such obligations under this Guaranty, then,notwithstanding any other provision of this Guaranty to the contrary, theamount of such obligations shall, without any further action by any Guarantor,the Administrative Agent, any Lender or any other Person, be automaticallylimited and reduced to the greatest amount which is valid and enforceable asdetermined in such action or proceeding.

 

# 3.                Continuing Guaranty ofPayment.  This Guaranty is and shallbe an absolute, irrevocable and continuing guaranty of payment, and not merelyof collection, and from time to time or at any time the Guaranteed Obligationsmay be increased, reduced or paid in full without affecting the liability orobligation of any Guarantor with respect to indebtedness, liabilities andobligations of Borrower to the Administrative Agent or any Lender thereafterincurred.  Each Guarantor further agreesthat this Guaranty shall continue to be effective or be reinstated (if a releaseor discharge has occurred), as the case may be, if at any time any payment (orany part thereof) to the Administrative Agent or any Lender in respect of theGuaranteed Obligations is rescinded or must otherwise be restored by theAdministrative Agent or such Lender pursuant to any bankruptcy, insolvency,reorganization, receivership or other debtor relief granted to Borrower or itssuccessors or assigns.  In the eventthat the Administrative Agent or any Lender must rescind or restore any paymentreceived by the Administrative Agent or any Lender, respectively, insatisfaction of the Guaranteed Obligations, as set forth herein, any priorrelease or discharge from the terms of this Guaranty given to any Guarantor bythe Administrative Agent or such Lender, respectively, shall be without effect,and this Guaranty shall remain in full force and effect.  It is the intention of the AdministrativeAgent, the Lenders and each Guarantor that no Guarantor's liabilities andobligations hereunder shall be discharged except by such Guarantor's full andcomplete payment and performance of its liabilities and obligations and thenonly to the extent of such payment and performance.

#  

# 4.                Absolute Guaranty.  No Guarantor's liabilities and obligationsunder this Guaranty shall be released, impaired, limited, reduced, conditionedupon or otherwise affected by, and such liabilities and obligations shallcontinue in full force and effect notwithstanding, the occurrence of any event(other than an event consisting of payment and performance of such liabilitiesand obligations as provided in Paragraph 3 hereof) at any time or fromtime to time, including, without limitation, any one or more of the followingevents specified in clauses (a) through (r) of this Paragraph4 below, and neither the Administrative Agent nor any Lender shall beobligated or required to take or to refrain from taking any of such actions orinactions specified below and shall have no liability, obligation or dutywhatsoever with respect to such actions or inactions, it being acknowledged andagreed by each Guarantor that all of such liabilities, obligations and duties(if any) of the Administrative Agent and the Lender otherwise existing and allrights and remedies (if any) of each Guarantor with respect thereto (whethersuch liabilities, obligations, duties, rights or remedies exist by virtue ofagreement, common law, equity, statute or otherwise), and each and everydefense which, under principles of guaranty or suretyship law, would otherwiseoperate to eliminate, impair, condition or restrict the liabilities andobligations of any Guarantor for the Guaranteed Obligations, are herebyexpressly waived by each Guarantor:

 

## a.                The taking or accepting of anysecurity or other guaranty for any or all of the Guaranteed Obligations,whether heretofore, concurrently herewith or hereafter;

 

(a)                Anyfailure to create or perfect or properly create or perfect any lien, securityinterest or assignment intended as security, or any release, surrender,exchange, substitution, subordination or loss of any security or guaranty atany time existing in connection with any or all of the Guaranteed Obligationsfor any reason;

 

(b)                Anypartial or full release of the liability or obligation of any Guarantor underthis Guaranty or any other guaranty whether or not similar to this Guaranty, orany partial or full release of the liability or obligation of any otherguarantor of the Guaranteed Obligations;

 

(c)                The entering into, delivery of,modification of, amendment to or waiver of compliance with the CreditAgreement, any Note, any Letter of Credit or any other Loan Document, or anyagreement, document or instrument evidencing, securing or otherwise affectingall or part of the Guaranteed Obligations, without the notification of any Guarantor,the right of such notification being hereby specifically waived by eachGuarantor;

 

(d)                The bankruptcy, insolvency,arrangement, adjustment, composition, liquidation, disability, dissolution orlack of authority (whether corporate, partnership or trust) of Borrower, anyGuarantor or any other Person at any time liable or obligated for the paymentof any or all of the Guaranteed Obligations, whether now existing or hereafterarising, or any limitation on the right to attorney's fees resulting from anyproceeding under the Bankruptcy Code;

 

(e)                Anyrenewal, extension, modification, refunding and/or rearrangement of the paymentof any or all of the Guaranteed Obligations at any time and from time to time,whether on one or more occasions, either with or without notice to or consentof any Guarantor, or any adjustment, indulgence, forbearance or compromise thatmight be granted or given by the Administrative Agent or any Lender to Borroweror any Guarantor;

 

(f)                Anyneglect, delay, omission, failure or refusal of the Administrative Agent or anyLender to (i) exercise or properly or diligently exercise any right or remedywith respect to any or all of the Guaranteed Obligations or the collectionthereof or any collateral, security or guaranty therefor, whether under theCredit Agreement, any Note, any Letter of Credit or any other Loan Document orotherwise, (ii) take or prosecute or properly or diligently take or prosecuteany action for the collection of any or all of the Guaranteed Obligations againstBorrower, any Guarantor or any other guarantor of any or all of the GuaranteedObligations and/or any other Person, (iii) foreclose or prosecute or properlyor diligently foreclose or prosecute any action in connection with anyagreement, document or instrument or arrangement evidencing, securing orotherwise affecting all or any part of the Guaranteed Obligations, or (iv)mitigate damages or take any other action to reduce, collect or enforce theGuaranteed Obligations;

 

(g)                Anyfailure of the Administrative Agent or any Lender to give notice to Borrowerand/or any Guarantor of, or obtain the consent of Borrower or any Guarantorwith respect to, (i) demand, presentment, protest, nonpayment, intention toaccelerate, acceleration, lack of diligence or delay in collection of all orany part of the Guaranteed Obligations or any other matter, or the absencethereof, (ii) any renewal, extension or assignment of the GuaranteedObligations or any part thereof, (iii) the disposition or release of allor any part of any security for the Guaranteed Obligations (whether or not suchdisposition is commercially reasonable) or (iv) any other action taken orrefrained from being taken by the Administrative Agent or any Lender againstBorrower, it being agreed that (except as may be expressly provided in theother Loan Documents) that neither the Administrative Agent nor any Lendershall be required to give Borrower or any Guarantor any notice of any kind orto obtain Borrower's or any Guarantor's consent under any circumstanceswhatsoever with respect to or in connection with the Guaranteed Obligations;

 

(h)                The unenforceability, illegalityor uncollectibility of all or any part of the Guaranteed Obligations againstBorrower by reason of the fact that the interest contracted for, charged,collected or received in respect of the Guaranteed Obligations exceeds theamount permitted by law, the act of creating the Guaranteed Obligations or anypart thereof is ultravires, the officers, directors, partners,trustees or representatives creating the Guaranteed Obligations acted in excessof their authority, the Credit Agreement, any Note, any Letter of Credit or anyother Loan Document evidencing the Guaranteed Obligations has been forged orotherwise is irregular or is not genuine or authentic, expiration of theapplicable statute of limitations or for any other reason;

 

(i)                Any payment by Borrower to theAdministrative Agent or any Lender is held to constitute a preferentialtransfer or a fraudulent conveyance or transfer under any applicable law, orfor any reason the Administrative Agent or such Lender is required to refundsuch payment or pay such amount to Borrower or any other Person;

 

(j)                Anymerger, reorganization, consolidation or dissolution of Borrower, any sale,lease or transfer of any or all of the assets of Borrower, or any change inname, business, location, composition, structure or any change in theshareholders, partners or members (whether by accession, secession, death,dissolution, transfer of assets or otherwise) of Borrower;

 

(k)                Anyfailure of the Administrative Agent or any Lender to notify any Guarantor ofthe acceptance of this Guaranty or of the making of loans by any AdministrativeAgent or such Lender in reliance on this Guaranty or of the failure of Borrowerto make any payment due by Borrower to the Administrative Agent or any Lender;

 

(l)                Anyexisting or future offset, claim or defense of Borrower against theAdministrative Agent or any Lender or against payment of all or any part of theGuaranteed Obligations, whether such offset, claim or defense arises inconnection with the Guaranteed Obligations (or the transactions creating theGuaranteed Obligations) or otherwise;

 

(m)                Anyfull or partial release of the liability of Borrower, any guarantor of all orany part of the Guaranteed Obligations or any other Person for all or any partof the Guaranteed Obligations, it being acknowledged and agreed by eachGuarantor that it may be required to pay the Guaranteed Obligations in fullwithout assistance or support, whether from Borrower, any other guarantor orany other Person;

 

(n)                Anyother action taken or omitted to be taken with respect to any of the CreditAgreement, any Note, any Letter of Credit or any other Loan Document, theGuaranteed Obligations or the security and collateral therefor, whether or notsuch action or omission prejudices any Guarantor or increases the likelihoodthat any Guarantor will be required to pay all or any part of the GuaranteedObligations pursuant to the terms hereof;

 

(o)                Anyrefusal or failure of any Lender or any other Person prior to the date hereofor hereafter to grant any additional loan or other credit accommodation toBorrower, or any Lender's or any other party's receipt of notice of suchrefusal or failure;

 

(p)                Anyrefusal or failure of any Lender or any other Person to provide to anyGuarantor any information relating to Borrower, any other guarantor, indorser,or any Person who has given any collateral as security for the payment of theGuaranteed Obligations or any information relating to Borrower's or suchGuarantor's, indorser's or Person's financial condition, business or assets, orif such information is provided, to provide such information completely andaccurately; or

 

(q)                Theexpiration of the period of any statute of limitations with respect to anylawsuit or other legal proceeding against Borrower or any Person in any wayrelated to the Guaranteed Obligations or a part thereof or any collateraltherefor.

 

Without limiting the foregoing or any Guarantor's liability under thisGuaranty, to the extent that the Lenders (or any Lender) have advanced funds orextended credit to Borrower and do not receive payments or benefits thereon inthe amounts and at the times required or provided by the Credit Agreement, anyNotes or any other Loan Document, each Guarantor, jointly and severally, isabsolutely liable to make such payments and to confer such benefits on theLenders on a timely basis.

 

# 5.                Representations andWarranties.  In connection with thisGuaranty, each Guarantor hereby represents and warrants to the AdministrativeAgent and the Lenders that:

 

(a)                SuchGuarantor has received and will receive a direct and indirect material benefitfrom the transactions evidenced by and contemplated in the Credit Agreement, theNotes, the Letters of Credit and the other Loan Documents; this Guaranty isgiven by  Guarantor in furtherance ofthe direct and indirect business interests and corporate purposes of Guarantor,and is necessary to the conduct, promotion and attainment of the businesses ofBorrower and such Guarantor; and the value of the consideration received and tobe received by such Guarantor is reasonably worth at least as much as theliability and obligation of such Guarantor hereunder;

 

(b)                The execution and delivery ofthis Guaranty and the performance of and compliance with the terms hereof willnot constitute a default (or an event which with notice or lapse of time orboth would constitute a default) under, or result in the breach of, anymaterial contract, agreement or instrument to which such Guarantor is a partyor which may be applicable to such Guarantor or any of its assets;

 

(c)                ThisGuaranty, when executed and delivered by such Guarantor, will constitute thelegal, valid and binding obligation of such Guarantor enforceable in accordancewith its terms;

 

(d)                Asof the date of this Guaranty, and after giving effect to this Guaranty and thecontingent obligation evidenced by this Guaranty, such Guarantor is not, oneither an unconsolidated basis or a consolidated basis with Borrower and suchGuarantor's subsidiaries, insolvent, as such term is used or defined in anyapplicable bankruptcy, fraudulent conveyance, fraudulent transfer or similarlaw, and such Guarantor has and will have assets which, fairly valued, exceedits indebtedness, liabilities and obligations; such Guarantor is not executingthis Guaranty with any intention to hinder, delay or defraud any present orfuture creditor or creditors of Guarantor; such Guarantor is not engaged in anybusiness or transaction (including, without limitation, the execution of thisGuaranty) which will leave it with unreasonably small capital or assets whichare unreasonably small in relation to the business or transactions engaged inby it, and such Guarantor does not intend to engage in any such business ortransaction; such Guarantor does not intend to incur, nor does it believe thatit will incur, debts beyond its ability to repay such debts as they mature;

 

(e)                Allacts and conditions required to be performed and satisfied prior to thecreation and issuance of this Guaranty, and to constitute this Guaranty as thelegal, valid and binding obligation of such Guarantor in accordance with itsterms, have been performed and satisfied in due and strict compliance with allapplicable laws;

 

(f)                SuchGuarantor is familiar with, and has independently reviewed books and recordsregarding, the financial condition of Borrower and is familiar with the valueof any and all collateral (if any) intended to secure the Guaranteed Obligations;however, such Guarantor is not relying on such financial condition or any suchcollateral (if any) as an inducement to enter into this Guaranty;

 

(g)                SuchGuarantor has not been induced to enter into this Guaranty on the basis of acontemplation, belief, understanding or agreement that any Person other thansuch Guarantor will be liable to pay the Guaranteed Obligations;

 

(h)                Except for the execution of theCredit Agreement, neither the Administrative Agent, any Lender nor any otherPerson has made any representation, warranty, or statement to, or promise,covenant, or agreement with, such Guarantor in order to induce it to executethis Guaranty;

 

(i)                SuchGuarantor is a wholly-owned direct or indirect Subsidiary of F.Y.I.

 

# 6.             Default.  Upon the occurrence and during thecontinuation of an Event of Default, each Guarantor shall, jointly andseverally, on demand by the Administrative Agent and without further notice ofdishonor and without notice of any kind (including, without limitation, notice ofacceptance by the Administrative Agent or any Lender of this Guaranty) havingbeen given to Borrower, any Guarantor, or any other Person previous to suchdemand, promptly (i.e., not later than 2:00 p.m., Dallas, Texas time, on thedate of such demand or, if such demand is made after 1:00 p.m., on the nextsucceeding Business Day) pay, in immediately available funds, the full unpaidamount of the Guaranteed Obligations, or such lesser amount, if any, as may bespecifically demanded by the Administrative Agent from time to time, to theAdministrative Agent at the Administrative Agent's office located in Dallas,Texas, or at such other place as the Administrative Agent may specify inwriting.  If acceleration of the timefor payment of any amount payable by Borrower under or with respect to any ofthe Guaranteed Obligations is stayed or otherwise delayed upon the insolvency,bankruptcy or reorganization of Borrower, all such amounts otherwise subject toacceleration under the terms of the Guaranteed Obligations shall nonetheless bepayable by the Guarantors, jointly and severally, hereunder promptly on demandby the Administrative Agent or any Lender.

 

# 7.                Cumulative Remedies; NoElection.  If any one or more of theGuarantors is or becomes liable or obligated for the Guaranteed Obligations, byendorsement or otherwise, other than under this Guaranty, such liability orobligation shall not be in any manner impaired or affected hereby, and therights and remedies of the Administrative Agent and the Lenders hereunder shallbe cumulative of any and all other rights and remedies that the AdministrativeAgent or any Lender may ever have against such Guarantors.  The exercise by the Administrative Agent orany Lender of any right or remedy hereunder or under any other agreement,document or instrument, or at law or in equity, shall not preclude theconcurrent or subsequent exercise of any other right or remedy.  This Guaranty may be enforced from time totime as often as occasion therefor may arise, and it is agreed and understoodthat it shall not be necessary for the Administrative Agent or any Lender, inorder to enforce payment by any Guarantor, first to exercise any rights orremedies against Borrower or any other Person or institute suit or exhaust anyavailable remedies against security in the Administrative Agent's or suchLender's possession or under the Administrative Agent's or such Lender'scontrol, or to resort to any other sources or means of obtaining payment of theGuaranteed Obligations.  TheAdministrative Agent or any Lender may remedy any default by Borrower under anyof the Loan Documents or with respect to the Guaranteed Obligations in anyreasonable manner without waiving the default remedied and without waiving anyother prior or subsequent default by Borrower. After Borrower's failure to pay the Guaranteed Obligations in full, orany part thereof, the Administrative Agent or any Lender may exercise againsteach Guarantor, individually, each right and remedy of a creditor against aprincipal debtor upon a past due liquidated obligation.

 

# 8.             Joint and Several Obligation.  Each Guarantor agrees that theAdministrative Agent, in its sole discretion, may (a) bring suit against allGuarantors, other guarantors or any other Persons liable or obligated to theAdministrative Agent or any Lender or against any one or more of them, forinterest, penalties, expenses, fees, indebtedness, liabilities, and obligationsowed to the Administrative Agent or any Lender and apply any amounts obtainedby the Administrative Agent or such Lender in such a manner as theAdministrative Agent may elect, whether or not applied to the GuaranteedObligations, (b) bring suit against all Guarantors and other guarantors of theGuaranteed Obligations jointly and severally or against any one or more ofthem, (c) settle fully or in part with any one or more of such Guarantors orother guarantors for such consideration as the Administrative Agent may deemproper, and (d) partially or fully release one or more of such Guarantors orother guarantors from liability under any guaranty agreement, and that no suchaction shall impair the rights of the Administrative Agent or any Lender tocollect the Guaranteed Obligations (or the unpaid balance thereof) from otherGuarantors or guarantors, or any of them, not so sued, settled with, orreleased.

 

# 9.             Release of Collateral, etc.  If all or any part of the GuaranteedObligations is at any time secured, each Guarantor agrees that theAdministrative Agent or any Lender may, at any time and from time to time inits discretion and with or without valuable consideration, allow substitutionor withdrawal of collateral or other security and release collateral or othersecurity without impairing or diminishing the liabilities or obligations of anyGuarantor hereunder.  Each Guarantorfurther agrees that, if Borrower or any other Person executes in favor of theAdministrative Agent or any Lender any collateral agreement, mortgage, deed oftrust, collateral assignment, security agreement, or other security instrument,the exercise by the Administrative Agent or such Lender of any right or remedythereby conferred on the Administrative Agent or such Lender shall be whollydiscretionary with the Administrative Agent or such Lender and that theexercise or failure to exercise any such right or remedy shall in no way impairor diminish the obligation of any Guarantor hereunder.  Each Guarantor further agrees that neitherthe Administrative Agent nor any Lender shall be liable for its failure to usediligence or care in the collection of the Guaranteed Obligations, in thecreation or perfection of any lien, security interest, or assignment intendedas security or in preserving the liability of any Person liable or obligated onthe Guaranteed Obligations, and each Guarantor hereby waives presentment forpayment, notice of nonpayment, protest and notice thereof, and diligence inbringing suit against any Person liable on the Guaranteed Obligations or anypart thereof.

 

# 10.           Binding Effect.  This Guaranty is for the benefit of theAdministrative Agent and the Lenders and their successors and assigns, and inthe event of an assignment by the Administrative Agent or any Lender or itssuccessors or assigns of the Guaranteed Obligations, or any part thereof, therights and benefits hereunder, to the extent applicable to the indebtedness,liabilities, and obligations so assigned, may be transferred with suchindebtedness, liabilities, and obligations. This Guaranty is binding, not only upon each Guarantor, but also upontheir successors and assigns.

 

# 11.                Subordination and TemporaryWaiver of Subrogation, Contribution and Other Rights.  **UPON PAYMENT BY A GUARANTOR OF ANY SUMS IN RESPECT OFTHE GUARANTEED OBLIGATIONS HEREUNDER (INCLUDING, WITHOUT LIMITATION, ANYAMOUNTS ADVANCED TO BORROWER BY A GUARANTOR), ALL RIGHTS OF SUCH GUARANTORAGAINST BORROWER OR ANY OTHER GUARANTOR OF THE GUARANTEED OBLIGATIONS ARISINGAS A RESULT THEREFROM BY WAY OF A RIGHT OF SUBROGATION, REIMBURSEMENT,EXONERATION, CONTRIBUTION, INDEMNIFICATION, AND/OR OTHERWISE SHALL IN ALLRESPECTS BE SUBORDINATE AND JUNIOR IN RIGHT OF PAYMENT AND ENFORCEMENT TO THEPRIOR INDEFEASIBLE PAYMENT AND ENFORCEMENT IN FULL OF THE GUARANTEEDOBLIGATIONS.  NO GUARANTOR SHALL HAVE,AND EACH GUARANTOR HEREBY WAIVES, ANY RIGHTS OF SUBROGATION, REIMBURSEMENT,EXONERATION, CONTRIBUTION, INDEMNIFICATION, AND/OR OTHERWISE AGAINST OR FROMBORROWER UNLESS AND UNTIL ALL OF THE GUARANTEED OBLIGATIONS HAVE BEEN PAID ANDPERFORMED IN FULL.  IN ADDITION TO THEFOREGOING, EACH GUARANTOR HEREBY IRREVOCABLY WAIVES ANY AND ALL CLAIMS OR OTHERRIGHTS IT MAY NOW HAVE OR HEREAFTER ACQUIRE AGAINST THE ADMINISTRATIVE AGENT,ANY LENDER, BORROWER, OR ANY OTHER PERSON UNDER CHAPTER 34 OF THE TEXASBUSINESS AND COMMERCE CODE, UNDER RULES 31 AND 163 OF THE TEXAS RULES OF CIVILPROCEDURE, UNDER SECTION 17.001 OF THE TEXAS CIVIL PRACTICE AND REMEDIES CODEAND UNDER ANY OTHER STATUTE OF ANY STATE OR OTHER JURISDICTION REQUIRINGRECOURSE AGAINST THE PRIMARY OBLIGOR OR IMPOSING OTHER REQUIREMENTS AS ACONDITION TO RECOURSE AGAINST A GUARANTOR IF AND TO THE EXTENT THAT THE SAMEMAY BE APPLICABLE TO THIS GUARANTY.** Except as expressly otherwise provided in this Paragraph 11, eachGuarantor shall have all rights of subrogation, reimbursement, exoneration,contribution, and indemnification that may exist under currently applicablelaw.

 

# 12.                Subordination of Indebtednessand Liens.  The payment of any andall principal of and interest on all indebtedness of Borrower, whether direct,indirect, fixed, contingent, liquidated, unliquidated, joint, several, or jointand several, now or hereafter existing, due or to become due to any Guarantor(such amount, collectively, the "Subordinated Debt"), shall inall respects be subordinate and junior in right of payment and enforcement tothe prior payment and enforcement in full of the Guaranteed Obligations asprovided in this Paragraph 12. Except as may be expressly permitted by Section 9.4 of the CreditAgreement, no payment shall be made on or with respect to the Subordinated Debt(whether owed to any Guarantor or any Affiliate of a Guarantor) unless anduntil the Guaranteed Obligations shall have been paid and performed infull.  In the event that any Guarantoror any Affiliate of a Guarantor shall receive any payment on account of theSubordinated Debt in violation of this Paragraph 12, such Guarantor willhold, or cause to be held (as the case may be), any amount so received in trustfor the benefit of the Administrative Agent and the Lenders and will forthwithdeliver, or cause to be delivered (as the case may be), such payment to theAdministrative Agent and the Lenders, in the form received, to be applied tothe Guaranteed Obligations.  All Liens(if any) securing payment of all or any part of the Subordinated Debt (the"Subordinated Liens") shall be and remain inferior andsubordinate to the Liens (if any) securing payment of all or any part of theGuaranteed Obligations, regardless of whether such Subordinated Liens presentlyexist or are hereafter created or when such Subordinated Liens were created,perfected, filed, or recorded.  NoGuarantor shall exercise or enforce any creditors' rights or remedies that itmay have against Borrower or foreclose, repossess, sequester, or otherwiseinstitute any action or proceeding (whether judicial or otherwise, including,without limitation, the commencement of, or joinder in, any bankruptcy,insolvency, reorganization, liquidation, receivership, or other debtor relieflaw) to enforce any Subordinated Lien on any assets of Borrower or any otherPerson unless and until the Guaranteed Obligations shall have been paid andperformed in full.  The terms andprovisions of this Paragraph 12 are given by each Guarantor asadditional rights and benefits to any and all other subordination agreementsheretofore, concurrently herewith or hereafter executed by any Guarantor to orin favor of the Administrative Agent and the Lenders, and nothing in thisGuaranty shall ever be deemed to in any way negate or replace any other suchprevious, concurrent, or subsequent subordination agreements.  All promissory notes, accounts receivableledgers, and other evidences of the Subordinated Debt, and all mortgages, deedof trusts, security agreements, assignments, and other security documentsevidencing the Subordinated Liens, shall contain a specific written notice thatthe indebtedness and Liens evidenced thereby are subordinated as provided inthis Paragraph 12.

 

# 13.           Right of Setoff.   Each Guarantor hereby grants to theAdministrative Agent and the Lenders a right of setoff, exercisable after theoccurrence and during the continuance of an Event of Default, upon any and allof its monies, securities, or other property, and the proceeds therefrom, nowor hereafter held or received by or in transit to the Administrative Agent orany Lender from or for its account, whether for safekeeping, custody, pledge,transmission, collection, or otherwise, and also upon any and all of itsdeposits (general or special, time or demand, provisional or final) andcredits, and any and all of its claims against the Administrative Agent or anyLender at any time existing.  The rightof setoff granted pursuant to this Paragraph 13 shall be cumulative ofand in addition to the Administrative Agent's and the Lenders' common law rightof setoff.

#  

# 14.           Further Assurances.  Upon the request of the Administrative Agentor any Lender, each Guarantor will, at any time and from time to time, dulyexecute and deliver to the Administrative Agent or any Lender any and all suchfurther agreements, documents, and instruments, and supply such additionalinformation, as may be necessary or advisable, in the opinion of theAdministrative Agent, to obtain the full benefits of this Guaranty.

 

# 15.           Invalid Provisions.  If any provision of this Guaranty is held tobe illegal, invalid, or unenforceable under present or future laws effectiveduring the term hereof, such provision shall be fully severable, this Guarantyshall be construed and enforced as if such illegal, invalid, or unenforceableprovision had never comprised a part hereof, and the remaining provisionshereof shall remain in full force and effect and shall not be affected by theillegal, invalid, or unenforceable provision or by its severance herefrom.  Furthermore, in lieu of such illegal, invalid,or unenforceable provision there shall be added automatically as a part of thisGuaranty a provision as similar in terms to such illegal, invalid, orunenforceable provision as may be possible and be legal, valid, andenforceable.  No provision herein or inany other Loan Document evidencing the Guaranteed Obligations shall require thepayment or permit the collection of interest in excess of the maximum permittedby applicable law.

 

# 16.                Modification in Writing.  No modification, consent, amendment, orwaiver of any provision of this Guaranty, and no consent to any departure byany Guarantor herefrom, shall be effective unless the same shall be in writingand signed by a duly authorized officer of the Administrative Agent and thenshall be effective only in the specific instance and for the specific purposefor which given.

 

# 17.           No Waiver, Etc.  No notice to or demand on any Guarantor inany case shall, of itself, entitle any Guarantor to any other or further noticeor demand in similar or other circumstances. No delay or omission by the Administrative Agent or any Lender inexercising any right or remedy hereunder shall impair any such right or remedyor be construed as a waiver thereof or any acquiescence therein, and no singleor partial exercise of any such right or remedy shall preclude any other orfurther exercise thereof or the exercise of any other right or remedyhereunder.

 

# 18.           Statutes of Limitation Matters.  As of the date any payment made by anyGuarantor hereunder is returned pursuant to Paragraph 4(j) or otherwise,the statute of limitations shall start anew with respect to any action orproceeding by the Administrative Agent or any Lender against such Guarantorunder this Guaranty.  Any payment orother act which results in the extension or renewal of the statute oflimitations in connection with any action or proceeding against Borrowerrelating to the Guaranteed Obligations shall extend or renew the statute oflimitations in connection with any action or any proceeding against a Guarantorin connection with this Guaranty whether or not any Guarantor had notice of, orconsented to, such payment or act.  EachGuarantor shall defend and indemnify the Administrative Agent and each Lenderagainst and from any claim or loss under this Paragraph 18, includingactual attorneys' fees and expenses, in the defense of any such action or suit.

 

# 19.                Cumulative Rights.  All rights and remedies of theAdministrative Agent and the Lenders hereunder are cumulative of each other andof every other right or remedy which the Administrative Agent and the Lendersmay otherwise have at law or in equity or under any other contract or document,and the exercise of one or more rights or remedies shall not prejudice orimpair the concurrent or subsequent exercise of other rights or remedies.

 

# 20.                Expenses.  Each Guarantor, jointly and severally,agrees to pay on demand by the Administrative Agent all costs and expensesincurred by the Administrative Agent or any Lender in connection with thenegotiation, preparation, execution, and performance of the terms andprovisions of this Guaranty and any and all amendments, modifications,renewals, restatements, and/or supplements hereto from time to time, including,without limitation, the fees and expenses of legal counsel to theAdministrative Agent.  If any Guarantorshould breach or fail to perform any provision of this Guaranty, eachGuarantor, jointly and severally, agrees to pay to the Administrative Agent allcosts and expenses incurred by the Administrative Agent or any Lender in theenforcement of this Guaranty from time to time, including, without limitation,the fees and expenses of all legal counsel to the Administrative Agent and theLenders.

 

# 21.                Applicable Law.  **THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED INACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS (WITHOUT REGARD TO CONFLICTS OFLAWS PRINCIPLES).**

 

# 22.           No Oral Agreements.  THIS GUARANTY REPRESENTS THE FINAL AGREEMENTBETWEEN EACH GUARANTOR AND THE ADMINISTRATIVE AGENT RELATING TO THE SUBJECTMATTER OF THIS GUARANTY AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF SUCH PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTSBETWEEN ANY GUARANTOR AND THE ADMINISTRATIVE AGENT.  THIS GUARANTY SUPERSEDES ALL PRIOR (IF ANY) ORAL AGREEMENTS,ARRANGEMENTS, OR UNDERSTANDINGS RELATING TO THE SUBJECT MATTER OF THISGUARANTY.

 

# 23.           Notices.  Unless otherwise specifically provided inthis Guaranty, all notices or other communications required or permitted to begiven under this Guaranty shall be in writing and may be personally served,telecopied, telefaxed, or sent by courier service or first class prepaid mail(airmail if to an address in a foreign country from the party writing) andshall be deemed to have been given when delivered in person or by courierservice, upon transmission of a telecopy or telefax or on the third BusinessDay after deposit in the mail (certified or registered, return receiptrequested, with postage prepaid and properly addressed).  Notices or other communications to theAdministrative Agent or any Lender shall not be effective until received by theAdministrative Agent or such Lender. For the purposes of this Guaranty, the address of each Guarantor shallbe as specified on the signature page hereto and the address of theAdministrative Agent shall be as specified in the Credit Agreement.

 

# 24.           Choice of Forum; Consent toService of Process and Jurisdiction. Any suit, action or proceeding againstany Guarantor with respect to this Guaranty, or any judgment entered by anycourt with respect to this Guaranty, may be brought in (a) any U.S. DistrictCourt of Texas, (b) the U.S. District Court for the Northern District ofTexas, and (c) any Texas state court sitting in Dallas County, Texas, as the AdministrativeAgent in its sole discretion may elect, and each Guarantor hereby submits tothe non–exclusive jurisdiction of such courts for the purpose of any suchsuit, action, or proceeding.  EachGuarantor hereby irrevocably consents to the service of process in any suit,action, or proceeding in any such court by the mailing thereof by theAdministrative Agent by certified or registered mail, postage prepaid, to suchGuarantor's address referred to in Paragraph 23 hereof or by anyother means allowed by applicable law. Each Guarantor hereby irrevocably waives any objections which it may nowor hereafter have to the laying of venue of any suit, action, or proceedingarising out of or relating to this Guaranty brought in any such state orfederal court and hereby further irrevocably waives any claim that any suchsuit, action, or proceeding brought in any such court has been brought in anyinconvenient forum.

 

# 25.           Survival.  All representations, warranties, covenants,and agreements of any Guarantor in this Guaranty shall survive the execution ofthis Guaranty.

 

# 26.                Counterparts.  This Guaranty may be executed in any numberof counterparts, each of which shall constitute an original, but all of whichwhen taken together shall constitute one and the same Guaranty.

 

# 27.                Limitation on Interest.  Notwithstanding anything to the contrarycontained or referred to in this Guaranty, none of the terms and provisions ofthis Guaranty, the Credit Agreement, the Notes or any other Loan Document shallever be construed to create a contract or obligation to pay interest at a ratein excess of the Maximum Rate, and neither the Administrative Agent nor anyLender shall ever charge, receive, take, collect, reserve, or apply, asinterest on the Obligations or the Guaranteed Obligations, any amount in excessof the Maximum Rate.  The parties heretoagree that any interest, charge, fee, expense or other indebtedness, liability,or obligation provided for in this Guaranty, the Credit Agreement, the Notes,or any other Loan Document which constitutes interest under applicable lawshall be, ipsofacto and under any and all circumstances, limitedor reduced to an amount equal to the lesser of (a) the amount of such interest,charge, fee, expense or other indebtedness, liability, or obligation that wouldbe payable in the absence of this Paragraph 27 or (b) an amount, whichwhen added to all other interest payable under this Guaranty, the CreditAgreement, the Notes, and any other Loan Document, equals the MaximumRate.  If, notwithstanding theforegoing, the Administrative Agent or any Lender ever contracts for, charges,receives, takes, collects, reserves, or applies as interest any amount inexcess of the Maximum Rate, such amount which would be deemed excessiveinterest shall be deemed a partial payment or prepayment of principal of theObligations and the Guaranteed Obligations and treated hereunder as such, andif the Obligations and the Guaranteed Obligations, or applicable portionsthereof, are paid in full, any remaining excess shall promptly be paid toBorrower or such other Person (as appropriate).  In determining whether the interest paid or payable, under anyspecific contingency, exceeds the Maximum Rate, each Guarantor, Borrower, theAdministrative Agent and the Lenders shall, to the maximum extent permitted byapplicable law, (i) characterize any nonprincipal payment as an expense, fee,or premium rather than as interest, (ii) exclude voluntary prepayments and theeffects thereof, and (iii) amortize, prorate, allocate, and spread in equal orunequal parts the total amount of interest throughout the entire contemplatedterm of the Obligations and the Guaranteed Obligations, or applicable portionsthereof, so that the interest rate does not exceed the Maximum Rate at any timeduring the term of the Obligations and the Guaranteed Obligations; providedthat, if the unpaid principal balance is paid and performed in fullprior to the end of the full contemplated term thereof, and if the interestreceived for the actual period of existence thereof exceeds the Maximum Rate,the Administrative Agent and/or the Lenders, as appropriate, shall refund toBorrower or such other Person (as appropriate) the amount of such excess and,in such event, the Administrative Agent and the Lenders shall not be subject toany penalties provided by any laws for contracting for, charging, receiving,taking, collecting, servicing, or applying interest in excess of the MaximumRate.

 

# 28.                Irrevocable Nature ofGuaranty.  This Guaranty may not berevoked by any Guarantor; provided, however, in the event itshall be determined that a Guarantor shall have the right, in accordance withapplicable law and notwithstanding its express agreement herein to thecontrary, to revoke this Guaranty, such Guarantor may deliver to theAdministrative Agent written notice of Guarantor's intention not to be liablehereunder for any Guaranteed Obligations arising, created, or incurred afterthe Administrative Agent's receipt of such notice, whereupon such notice shallbe effective to the extent (but only to the extent) provided hereinbelow as tosuch Guarantor from and after (but not before) the time when such notice isactually delivered to and received by and receipted for in writing by theAdministrative Agent (the "Effective Revocation Time"); provided,further, however, that such notice shall not be effective as to,and shall not in any way restrict, limit, impair, release, or otherwise affectthe indebtedness, liabilities, or obligations of such Guarantor or any otherGuarantor under this Guaranty with respect to (a) any Guaranteed Obligationsconsisting of indebtedness, liabilities, or obligations under the CreditAgreement, the Notes, or any other Loan Document, whether incurred before orafter the Effective Revocation Time (including, without limitation, any loans,advances, or extensions of credit at any time made or created under the CreditAgreement, whether or not agreed, committed, or contemplated to be made by theAdministrative Agent or any Lender and whether or not discretionary with theAdministrative Agent or any lender), (b) any Guaranteed Obligations arising,created, or incurred prior to the Effective Revocation Time, (c) any renewals,extensions, or modifications of the indebtedness, liabilities, or obligationsreferred to in clauses(a) and (b) preceding, whetheroccurring before or after the Effective Revocation Time, or (d) any interest orcosts of collection with respect to any of the indebtedness, liabilities, orobligations referred to in clauses(a), (b), or (c)preceding.

 

# 29.                WAIVER OF JURY TRIAL.  TO THE FULLEST EXTENT PERMITTED BYAPPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND EXPRESSLYWAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM(WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TOTHIS GUARANTY OR ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONSCONTEMPLATED THEREBY OR THE ACTIONS OF ANY LOAN PARTY, THE ADMINISTRATIVE AGENTOR ANY LENDER IN THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT THEREOF.

 

IN WITNESS WHEREOF, each of the undersigned hasexecuted this Guaranty as of the date first written above.

 

GUARANTORS:

 

ADVANCED DIGITAL GRAPHICS, INC.

AMERICAN ECONOMICS GROUPACQUISITION CORP.

AMERICAN ECONOMICS GROUP, INC.

APS SERVICES ACQUISITIONCORP. ASSOCIATE RECORD TECHNICIAN SERVICES ACQUISITION CORP.

B&B(BALTIMORE-WASHINGTON) ACQUISITION CORP.

BANKNOTE PRINTING COMPANY

CALIFORNIA MEDICAL RECORDSERVICE ACQUISITION CORP.

CH ACQUISITION CORP.

COPY RIGHT ACQUISITIONCORP.

COPY RIGHT, INC.

CREATIVE MAILINGS, INC.

DATA ENTRY &INFORMATIONAL SERVICES ACQUISITION CORP.

DATA ENTRY &INFORMATIONAL SERVICES, INC.

DELIVEREX ACQUISITIONCORP.

DISC ACQUISITION CORP.

DOCTEX ACQUISITION CORP.

DPAS ACQUISITION CORP.

EAGLE LEGAL SERVICES ACQUISITIONCORP.

ECONOMIC RESEARCH SERVICES, INC.

EXIGENT COMPUTER GROUP ACQUISITION CORP.

EXIGENT COMPUTER GROUP, INC.

F.Y.I. CORPORATE ACQUISITION CORP.

F.Y.I. DIRECT INC.

FYIDOCS.COM INC.

F.Y.I.ETRIEVE INCORPORATED

F.Y.I. GOVERNMENT SERVICES INC.

F.Y.I. HEALTHSERVE INCORPORATED

F.Y.I. IMAGE INC.

F.Y.I. INPUT INC.

F.Y.I. INTEGRATED SOLUTIONS INC.

F.Y.I. INVESTMENTS HOLDING, INC.

F.Y.I. LEGAL INCORPORATED

F.Y.I. LEGALSERVE INCORPORATED

F.Y.I. MANAGEMENT, INC.

F.Y.I. PRINT INC.

F.Y.I. RADIOLOGY, INC.

F.Y.I. RECORDS INC.

F.Y.I. STORAGE INC.

GLOBAL DIRECT ACQUISITION CORP.

GLOBAL DIRECT, INC.

HEALTHSERVE V.C. CORP.

IMAGENT ACQUISITION CORP.

IMC MANAGEMENT,INC.

INFORMATION MANAGEMENTSERVICES ACQUISITION CORP.

INFORMATION MANAGEMENTSERVICES, INC.

INPUT MANAGEMENT, INC.

LEXICODE ACQUISITIONCORP.

LEXICODE CORPORATION

LIFO MANAGEMENT, INC.

MAILING & MARKETINGACQUISITION CORP.

MAILING & MARKETING,INC.

MANAGED CAREPROFESSIONALS ACQUISITION CORP.

MANAGED CAREPROFESSIONALS, INC.

MAVRICC MANAGEMENTSYSTEMS, INC.

MICRO PUBLICATIONSYSTEMS, INC.

MICROFILM DISTRIBUTIONSERVICES, INC.

MICROFILMING SERVICES,INC.

MICROMEDIA OF NEW ENGLANDACQUISITION CORP.

MICROMEDIA OF NEWENGLAND, INC.

MMS ESCROW AND TRANSFERAGENCY, INC.

NBDE ACQUISITION CORP.

NEWPORT BEACH DATA ENTRY,INC.

NEWPORT BEACH DATA ENTRY,LLC

PENINSULA RECORDMANAGEMENT, INC.

PERMANENT RECORDSMANAGEMENT, INC.

PINNACLE MANAGEMENT, INC.

PMI IMAGING SYSTEMS ACQUISITION CORP.

PMI IMAGING SYSTEMS, INC.

PREMIER ACQUISITION CORP.

QCS INET ACQUISITION CORP.

QUALITY COPY ACQUISITION CORP.

QUALITY DATA CONVERSIONS, INC.

RAC (CALIFORNIA) ACQUISITION CORP.

RECORDEX ACQUISITION CORP.

RESEARCHERS ACQUISITION CORP.

RTI LASER PRINT SERVICES ACQUISITION CORP.

RUST CONSULTING ACQUISITION CORP.

RUST CONSULTING, INC.

STAT HEALTHCARECONSULTANTSACQUISITION CORP.

STAT HEALTHCARE CONSULTANTS, INC.

SYNERGEN, LLC

TAPS ACQUISITION CORP.

T.C.H. GROUP, INC.

TCH MAILHOUSE, INC.

THE RUST CONSULTING GROUP, INC.

ZIA INFORMATION ANALYSIS GROUP, INC.

 

|   | By:                                    | /s/ Barry L. Edwards                                                      |
|--------|----------------------------------------|---------------------------------------------------------------------------|
|   |                                   | Barry L. Edwards,  Authorized Officer for each of the Original Guarantors |
|   |                                   |                                                                      |
|   | F.Y.I. DISCOVERY SERVICES INCORPORATED |
|   |                                   |                                                                      |
|   | By:                                    | /s/ William Gregerson                                                     |
|   | Name                                   | William Gregerson                                                         |
|   | Title:                                 | Vice President                                                            |

 

|   | F.Y.I. INVESTMENTS,  INC.                               |
|--------|---------------------------------------------------------|
|   |                                                    |   |
|   | By:                                                     | /s/ Ron  Zazworsky |
|   | Name:                                                   | Ron Zazworsky |
|   | Title:                                                  | President |
|   |                                                    |   |
|   | F.Y.I. MANAGEMENT, L.P.                                 |
|   |                                                    |   |
|   | By:  F.Y.I. Management, Inc., its general  partner |
|   |                                                    |   |
|   |                                                    | By: | /s/ Barry L. Edwards |
|   |                                                    | Name :Barry L. Edwards |
|   |                                                    | Title: Vice President |
|   |                                                    |   |
|   | IMC, L.P.                                               |
|   |                                                    |   |
|   | By:  IMC Management, Inc., its general partner     |
|   |                                                    |   |
|   |                                                    | By: | /s/ Barry L. Edwards |
|   |                                                    | Name: Barry L. Edwards |
|   |                                                    | Title: Vice President |
|   |                                                    |   |
|   | INPUT OF TEXAS, L.P.                                    |
|   |                                                    |   |
|   | By:  Input Management, Inc., its general  partner  |
|   |                                                    |   |
|   |                                                    | By: | /s/ Barry L. Edwards |
|   |                                                    | Name: Barry L. Edwards |
|   |                                                    | Title: Vice President |
|   |                                                    |   |
|   | LIFO SYSTEMS, L.P.                                      |
|   |                                                    |   |
|   | By:  LIFO  Management, Inc., its general partner   |
|   |                                                    |   |
|   |                                                    | By: | /s/ Barry L. Edwards |
|   |                                                    | Name: Barry L. Edwards |
|   |                                                    | Title: Vice President |
|        |                                                         |  |  |  |  |

 

|   |                                                               |
|--------|--------------------------------------------------------------------|
|   | MMS SECURITIES, INC.                                               |
|   |                                                               |   |
|   | By:                                                                | /s/ Michael Garavaglia |
|   | Name: Michael Garavaglia                                           |
|   | Title: President                                                   |
|   |                                                               |   |
|   | PERMANENT  RECORDS, L.P.                                           |
|   |                                                               |   |
|   | By:   Permanent Records Management, Inc., its general partner |
|   |                                                               |   |
|   |                                                               | By: | /s/  Barry L. Edwards |
|   |                                                               | Name: Barry L. Edwards |
|   |                                                               | Title: Vice President |
|   |                                                               |   |
|   | PINNACLE LEGAL  MANAGEMENT LIMITED PARTNERSHIP                     |
|   |                                                               |   |
|   | By:  Pinnacle Management, Inc., its general  partner          |
|   |                                                               |   |
|   |                                                               | By: | /s/ Barry L. Edwards |
|   |                                                               | Name: Barry L. Edwards |
|   |                                                               | Title: Vice President |
|        |                                                                    |  |  |  |  |

 
|   | Address for Notices to  each of the Guarantors: |
|--------|-------------------------------------------------|
|   | 3232 McKinney Avenue, Suite 900                 |
|   | Dallas, Texas 75204                             |
|   | Attn: Barry L. Edwards                          |

 
|   | ADMINISTRATIVE AGENT:   |
|--------|-------------------------|
|   |                    |
|   | BANK OF AMERICA, N.A.   |
|   |                    |
|   |                    |
|   | By:                     | /s/ David A. Johanson |
|   | Name: David A. Johanson |
|   | Title: Vice President   |